ASSET PURCHASE
AGREEMENT 



        This
Asset Purchase Agreement (the “Agreement”) is made as of July 31, 2007,
by and among VERI-TEK INTERNATIONAL, CORP. (“Buyer”), a Michigan
corporation, and GT DISTRIBUTION, LLC, a Delaware limited liability company
(“Parent”), SCHAEFF LIFT TRUCK INC., an Illinois corporation
(“Schaeff Lift Truck”), CRANE & MACHINERY, INC., an Illinois
corporation (“Crane & Machinery” and with Parent and Schaeff Lift
Truck, the “Sellers”), MANITEX, INC., a Texas corporation
(“Manitex”) and MANITEX LIFTKING, ULC, an Alberta unlimited liability
company (“Liftking” and with Manitex, the “Buyer
Subsidiaries”). 



PREAMBLE 



        WHEREAS,
the Sellers are engaged in, among other things, the Noble Forklift Production (as
defined below) at the Sellers facilities including those located at 7402 W. 100th Place,
Bridgeview, Illinois (“Facilities”); and  





        WHEREAS,
Buyer desires to purchase from the Sellers, and the Sellers desire to sell to Buyer,
substantially all of the assets of the Sellers that are used, held for use or acquired or
developed for use in connection with the Noble Forklift Production, upon the terms and
subject to the conditions set forth in this Agreement; and 



        WHEREAS,
capitalized terms used herein are defined in the text. An index of such terms is attached
to the end of this Agreement. 



        NOW,
THEREFORE, in consideration of the foregoing and the representations, warranties,
covenants, agreements and conditions set forth in this Agreement, and intending to be
legally bound, the parties agree as follows: 



AGREEMENT 



ARTICLE I. 
DEFINITION OF NOBLE
FORKLIFT PRODUCTION 



        As
used in this Agreement, the term “Noble Forklift Production” means the
assembly, marketing, distribution, sale, maintenance, overhaul and repair of the Noble
Forklift product line of the Sellers. The term “Noble Forklift
Production” shall include, without limitation, all operations carried on by the
Sellers related to products or services associated by trade name or otherwise with the
Noble Forklift Production. 



ARTICLE II. 
PURCHASE AND SALE OF
ASSETS 



        2.01
 Transfer of Assets. Upon the terms and subject to the conditions set forth in this
Agreement, the Sellers shall, on the Closing Date, sell, convey, assign, transfer and
deliver to Buyer, and Buyer shall, on the Closing Date, purchase and acquire from the
Sellers, all of the assets, rights, properties, claims, contracts, business and goodwill
of the Sellers (of every kind, nature, character and description, whether real, personal
or mixed, tangible or intangible, accrued, contingent or otherwise, wherever situated)
used, held for use or acquired or developed for use in the Noble Forklift Production
(collectively, the “Purchased Assets”), including without limitation: 










	 	(a)  	Tangible
Personal Property. All machinery, equipment, and tooling
                    (including off-premises tooling) listed on Schedule 2.01(a) plus
all supplies and materials, and other items of                     tangible personal
property.  






	 	(b)  	Inventory.
All inventories of raw materials, work-in-process and                     finished goods
(including all such in transit, whether to or from the Sellers),                     and
all spare, service and repair parts, supplies and components held for sale,
                    together with related packaging materials (collectively, the
                    “Inventory”).  






	 	(c)  	Intellectual
Property. All of the Sellers’ worldwide rights in, to                     and
under: (a) all patents, trademarks, service marks, logos, corporate and
                    trade names, domain names and registered copyrights, and all
applications                     therefor, source codes, programs, designs, trade
secrets, web sites, employee                     covenants regarding confidentiality,
non-competition and inventions and all shop                     rights, in each case
which are owned, licensed or used by the Sellers (together                     with all
inventions, discoveries, techniques, processes, methods, formulae,
                    designs, computer software, trade secrets, confidential information,
know-how                     and ideas which are owned, licensed or used by the Sellers),
(b) all                     licenses or other agreements pursuant to which any
Person has the right to use                     any Intellectual Property owned by the
Sellers and (c) all licenses or                     other agreements pursuant to
which the Sellers have the right to use any                     Intellectual Property
owned by others(collectively,                     “Intellectual Property”).  






	 	(d)  	Business
Agreements. Subject to Section 2.05, all                     of
the Sellers’ rights in, to and under (i) the Business Agreements
                    described in Schedules 4.15, 4.17 or 4.19,
(ii) all                     other Business Agreements entered into by the Sellers in the
ordinary course of                     the Noble Forklift Production in compliance with
the terms of this Agreement                     that are of the type or kind required to
be disclosed in Schedule 4.15, 4.17 or 4.19 but are not
disclosed                     because they fall below the minimum threshold amount, term
or materiality of the                     disclosures required by the terms of Section 4.15,
4.17 or                     4.19 to be set forth in such schedules and
(iii) those Business                     Agreements that the Sellers erroneously did not
disclose in Schedules 4.15, 4.17 or 4.19  if Buyer delivers
                    written notice to Parent (the “Sellers Representative”)
                    indicating that Buyer will accept the Sellers’ rights in, to and
under such                     Business Agreements, in each case other than the Excluded
Business Agreements                     (collectively, the “Assumed Business
Agreements”). The term “Business Agreements” as used in this
Agreement means all                     contracts, agreements, leases, licenses, purchase
orders, sales orders,                     commitments and obligations relating to the
Noble Forklift Production to which                     the Sellers are a party relating
to the Noble Forklift Production or by which                     its Noble Forklift
Production or assets are bound.  






	 	(e)  	Permits.
All licenses, permits, approvals, certifications, consents and
                    listings issued by or obtained from a Governmental Entity
(collectively, the                     “Business Permits”).  






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	 	(f)  	Literature.
All advertising material, sales literature, promotional                     literature,
catalogs and similar or related materials.  






	 	(g)  	Records
and Files. All books, records, files or other embodiments of
                    information, including all diagrams, prints, surveys, drawings,
maintenance                     schedules and other records, data and materials, whether
relating to past or                     current operations and which do not relate
exclusively to Excluded Assets or                     Excluded Liabilities.  






	 	(h)  	Accounts
Receivable. All notes, drafts, accounts receivable (including
                    unbilled receivables) and other rights to payment and the full
benefit of all                     security for such rights to payment, including all
accounts receivable arising                     from goods shipped or sold or services
rendered to the Sellers’ customers                     (collectively, the “Accounts
Receivable”).  






	 	(i)  	General
Intangibles. All advance payments, prepaid items and expenses,
                    all rights of offset and credits, all causes of action, claims,
demands, rights                     and privileges against third parties (including
manufacturer and seller                     warranties of any goods or services provided
to the Sellers), all                     attorney-client privileges and rights related
thereto and all other intangible                     rights and assets, including all
goodwill associated with the Noble Forklift                     Production and the
Purchased Assets.  






        2.02
 Excluded Assets. Notwithstanding anything to the contrary in Section
2.01, the Sellers shall not sell, convey, assign, transfer or deliver to
Buyer, and Buyer shall not purchase or acquire from the Sellers, the following assets of
the Sellers (collectively, the “Excluded Assets”): 



	 	(a)  	Corporate
Franchise. Any rights in or to any of the Sellers’                    franchise
to be a limited liability company or corporation, as the case may be,
                    and its organizational documents, minute books, membership books and
other                     records relating to its existence and capitalization.  






	 	(b)  	Equity
Interests. Any equity interest in the Sellers or in any
                    corporation, limited liability company, partnership or other entity
in which any                     of the Sellers own an equity interest (including any
equity interest in an                     Affiliate of the Sellers).  






	 	(c)  	Consideration.
The consideration to be delivered by Buyer to the Sellers                     pursuant to
this Agreement and all other rights of the Sellers under this
                    Agreement and the other Transaction Documents.  






	 	(d)  	Cash.
Any cash, cash equivalents and bank accounts of the Sellers.  






	 	(e)  	Tax
Credits and Records. Any refunds or credits with respect to any
                    Taxes paid or incurred by the Sellers, together with any related
interest                     received or due from the relevant taxing authority, any
prepaid Taxes, all Tax                     Returns and other records relating to Taxes of
the Sellers and any other rights                     to Taxes of the Sellers.  






	 	(f)  	Pension
and Welfare Plans. All Pension Plans and Welfare Plans and all
                    rights thereunder. “Pension Plan” means any “employee
                    pension benefit plan” as defined in Section 3(2) of ERISA
which is                     maintained for past or present employees of any of the
Sellers or with respect                     to which any of the Sellers has any current
or potential liability, including                     without limitation any withdrawal
liability. “Welfare Plan”                    means (i) any “employee
welfare benefit plan” as defined in                     Section 3(1) of ERISA
which is maintained for past or present employees of                     any of the
Sellers or with respect to which any of the Sellers has any current
                    or potential liability and (ii) any other plan or program
maintained for                     past or present employees of any of the Sellers,
including without any                     limitation health insurance plan, life
insurance plan, option plan, bonus plan,                     savings plan or severance
plan.  






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	 	(g)  	Excluded
Business Agreements. All Business Agreements and rights
                    thereunder to the extent that such Business Agreements or rights
constitute an                     Excluded Liability (“Excluded Business
Agreements”).  






	 	(h)  	Insurance.
All insurance policies and rights thereunder, except to the                     extent of
rights thereunder to recover for losses arising out of Purchased
                    Assets or Assumed Liabilities.  






        2.03
 Assumed Liabilities. Upon the terms and subject to the conditions set forth in this
Agreement, on the Closing Date, Buyer shall assume and agree to pay, perform and
discharge, as and when due, the following, and only the following, Liabilities of the
Sellers relating to the Purchased Assets: 



	 	(a)  	Contractual
Liabilities. Those Liabilities of the Sellers arising from                     and
after the Closing Date under and pursuant to the Assumed Business
                    Agreements.  






	 	(b)  	Liabilities
Under Permits and Licenses. Those Liabilities of the Sellers
                    arising from and after the Closing Date under any of the Business
Permits                     described in Schedule 4.15 that are
assigned to Buyer                     at the Closing.  






	 	(c)  	Warranty
Liabilities. Those Liabilities of the Sellers to service,                     repair,
or replace products constituting part of the Noble Forklift Production
                    on or before the Closing Date (i) to the extent required and limited
by the                     Sellers’ standard written warranty for such products or
services set forth                     in Schedule 4.23 given
by the Sellers in the ordinary                     course of the Noble Forklift
Production business, but excluding any                     consequential, special or
incidental damages, damages based on lost profits or                     other
Liabilities incidental to the failure of such products or services to
                    conform to the applicable warranties and excluding all Liabilities
arising from,                     caused by or arising out of any actual or alleged
defective design in any                     product that was made, designed,
manufactured, assembled, installed, sold,                     leased or licensed or any
service that was performed by the Sellers or any of                     its predecessors
(collectively, the “Assumed Warranty                     Liabilities”).  






	 	(d)  	Product
Liability. Claims made for injury to person, damage to property
                    or other damage arising from, caused by or arising out of the design,
                    manufacture, assembly, installation, marketing, sale, lease or
license of any                     product constituting part of the Noble Forklift
Production (whether or not any                     such products are shipped before or
after the Closing).  






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	 	(e)  	Recalls.
Any Liability arising from, caused by or arising out of any
                    obligation to implement any replacement, field, fix, retrofit,
modification or                     recall campaign with respect to any product that was
made, designed,                     manufactured, assembled, installed, sold, leased or
licensed that constitutes                     part of the Noble Forklift Production
(whether or not any such products are                     shipped before or after the
Closing).  






	 	(f)  	Trade
Payables. Any Liability for those certain trade payables of the
                    Sellers set forth on Schedule 4.11.  






	 	(g)  	Employee
Obligations. Liability of Sellers for the severance obligations
                    set forth on Schedule 2.03(g).  






The assumption of and agreement by
Buyer to pay, perform and discharge, as and when due, the Assumed Liabilities shall not
prohibit Buyer from contesting with any third party the amount, validity or enforceability
of any of the Assumed Liabilities. 



        2.04
 Excluded Liabilities. Except as and to the extent specifically set forth in
Section 2.03, Buyer is not assuming any Liabilities of the
Sellers. Any Liability or portion thereof which is not specifically assumed by Buyer
hereunder is referred to as an “Excluded Liability”. Without limitation,
and notwithstanding the provisions of Section 2.03, Buyer is not
assuming, and the Sellers shall not be deemed to have assigned or otherwise transferred to
Buyer, any of the following Liabilities of the Sellers: 



	 	(a)  	Transaction
Expenses. Any Liability incurred in connection with this
                    Agreement and the other documents or instruments to be executed and
delivered by                     any party pursuant hereto and the transactions
contemplated hereby and thereby.  






	 	(b)  	Indebtedness.
Any Liability arising from or related to obligations for                     borrowed
money owed or guaranteed by the Sellers (including obligations under
                    capital leases) or that is secured by any assets of the Sellers or
any shares of                     the capital stock or other equity or ownership
interests of the Sellers or any                     other Liabilities relating to the
purchase of capital assets, including                     Liabilities arising under any
loan agreement, promissory note, letter of credit,                     guarantee
agreement, finance lease or other evidence of indebtedness of the
                    Sellers.  






	 	(c)  	Taxes.
Any Liability for Taxes, including, without limitation, any                     Liability
for Taxes applicable to, imposed upon or arising out of the sale or
                    transfer of the Purchased Assets to Buyer and the other transactions
                    contemplated hereby, including any income, transfer, sales, use,
gross receipts                     or documentary stamp Taxes and all penalties and
interest related thereto.  






	 	(d)  	Insured
Claims. Any Liability that would otherwise constitute an Assumed
                    Liability to the extent covered by any insurance policy of the
Sellers in effect                     prior to the Closing, but only to the extent the
Sellers receive or, if it had                     properly asserted a claim, would have
received proceeds thereunder.  






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	 	(e)  	Litigation
Matters. Any Liability relating to any litigation.  






	 	(f)  	Infringements.
Any Liability for infringement of the Intellectual                     Property rights of
others.  






	 	(g)  	Liability
for Breach. Any Liability for any breach or failure by the
                    Sellers to perform any of the Sellers’ covenants, agreements,
                    representations or warranties contained in, or made pursuant to, any
contract,                     agreement or covenant, whether or not assumed hereunder,
including any breach                     arising from assignment without the consent of
third parties of the Assumed                     Business Agreements unless such breach
is waived in writing by Buyer prior to                     the Closing.  






	 	(h)  	Liabilities
Regarding Affiliates. Any Liability to the Sellers’                    current
or former Affiliates, any liability, in whole or in part, created by,
                    arising out of or related to the business or operations of the Sellers’                    current
or former Affiliates, or for which any of the Sellers’ current or
                    former Affiliates might be liable (whether or not jointly with the
Sellers).  






	 	(i)  	Violation
of Laws or Orders. Any Liability for any violation of or                     failure
to comply with any federal, state, municipal, county, local, foreign or
                    other statute, law, ordinance, rule or regulation (collectively,
                    “Governmental Rules”) or with any order,
writ,                     injunction, judgment, plan or decree (collectively, “Governmental
                    Orders”) of any court, arbitrator, department, commission,
board,                     bureau, agency, authority, instrumentality or other body,
whether federal,                     state, municipal, county, local, foreign or other
(collectively,                     “Governmental Entities”).  






	 	(j)  	Employee
Claims. Any Liability relating to or arising out of any
                    employment action or practice in connection with the employment or
termination                     of employment of any persons currently or formerly
employed or seeking to be                     employed by the Sellers, including
Liabilities based upon breach of employment                     or labor contract,
employment discrimination, wrongful termination, wage and                     hour or
health and safety requirements, workers’ compensation, constructive
                    termination, failure to give reasonable notice or pay in lieu of
notice,                     severance or termination pay or the Consolidated Omnibus
Budget Reconciliation                     Act, as amended (“COBRA”), the
Employee Retirement Income                     Security Act of 1974, as amended (“ERISA”),
the Worker                     Adjustment Retraining Notification Act of 1988, as amended
(the “WARN                     Act”), or the National Labor Relations
Act, as amended, or any                     equivalent state, municipal, county, local,
foreign or other Law.  






	 	(k)  	Employee
Obligations. Any Liability under any Pension Plan, Welfare Plan
                    or other rights or Liabilities of any employee of the Sellers.  






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	 	(l)  	Environmental
Liabilities. Any Liability arising out of, related to or                     incurred
in connection with any pollution, threat to the environment, exposure
                    to or manufacture, processing, distribution, use, treatment,
generation,                     transport or handling, disposal, emission, discharge,
storage or release of a                     Hazardous Substance that (i) arises out of
the Sellers’ or any previous                     owner’s or operator’s,
ownership, operation or occupancy of the Noble                     Forklift Production,
the Facilities or any properties and assets being                     transferred to
Buyer (whether owned, leased or otherwise held or utilized),
                    including any failure to comply with any Environmental Rule, or (ii)
occurred or                     existed on or before the Closing Date, or (iii) arose out
of conditions or                     circumstances that existed on the Closing Date and
which were caused by the                     Persons listed in clause (i) above
(collectively, “Environmental                     Liabilities”). “Environmental
Rule” means any                     Governmental Rule that relates to Hazardous
Substances, pollution or protection                     of the environment, natural
resources or public health, including without                     limitation any
Governmental Rule relating to the generation, use, processing,
                    treatment, storage, release, transport or disposal of Hazardous
Substances and                     any common laws of nuisance, negligence and strict
liability relating thereto,                     together with all rules, regulations and
orders issued thereunder, as any of the                     same may be amended. “Hazardous
Substance” means any                     substance that constitutes, in
whole or in part, a pollutant, contaminant or                     toxic or hazardous
substance or waste under, or the generation, use, processing,
                    treatment, storage, release, transport or disposal of which is
regulated by, any                     Governmental Rule.  






	 	(m)  	Successor
Liabilities. Any Liability that any person or entity seeks to
                    impose upon Buyer by virtue of any theory of successor liability,
including                     Liabilities relating to environmental matters, any Pension
Plan or Welfare Plan,                     Taxes, labor and employment matters, COBRA,
ERISA, the Code, WARN Act or as a                     result of Buyer’s failure to
comply with any bulk transfer or similar Law.  






The Sellers shall pay, perform and
discharge, as and when due, all of the Excluded Liabilities. 



        2.05
 Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in
this Agreement, no Business Agreements, Business Permits, properties, rights or other
assets of the Sellers shall be deemed sold, transferred or assigned to Buyer pursuant to
this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the
consent or approval of any other person or entity would be ineffective or would constitute
a breach of contract or a violation of any Governmental Rule or Governmental Order or
would in any other way adversely affect the rights of the Sellers (or Buyer as transferee
or assignee), and such consent or approval is not obtained at or prior to Closing. In such
case, to the extent possible, (a) the beneficial interest in or to such Business
Agreements, Business Permits, properties, rights or assets (collectively, the
“Beneficial Rights”) shall in any event pass at the Closing to Buyer
under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the
obligations of the Sellers under such Beneficial Rights (to the extent such obligations
are Assumed Liabilities) as agent for the Sellers, and the Sellers shall act as
Buyer’s agent in the receipt of any benefits, rights or interest received from the
Beneficial Rights. If requested by Buyer, each of the Sellers shall use its best efforts
to obtain and secure all consents and approvals that may be necessary to effect the legal
and valid sale, transfer or assignment of the Business Agreements, Business Permits,
properties, rights or assets underlying the Beneficial Rights to Buyer without any change
in any of the material terms or conditions of such Business Agreements, Business Permits,
properties, rights or assets. The Sellers shall make or complete such transfers as soon as
reasonably possible and cooperate with Buyer in any other reasonable arrangement designed
to provide for Buyer the benefits of such Business Agreements, Business Permits,
properties, rights and assets, including enforcement at the cost and for the account of
Buyer of any and all rights of the Sellers against the other party thereto arising out of
the breach or cancellation thereof by such other party or otherwise, and to provide for
the discharge of any Liability under such Business Agreements, Business Permits,
properties, rights or assets, to the extent such Liability constitutes an Assumed
Liability. If and to the extent an arrangement reasonably acceptable to Buyer with respect
to Beneficial Rights cannot be made, then Buyer, upon written notice to the Sellers
Representative, shall have no obligation with respect to any such Business Agreement,
Business Permit, property, right or other asset, and such Business Agreement, Business
Permit, property, right or other asset shall not be deemed to be a Purchased Asset and the
related Liability shall not be deemed an Assumed Liability. 



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ARTICLE III. 
PURCHASE PRICE 



        3.01
 Purchase Price. The purchase price for the Purchased Assets shall be (a) the
assumption of the Assumed Liabilities; (b) cancellation and release of Parent’s
obligation to Manitex, a wholly owned subsidiary of Buyer, in the aggregate principal
amount of $3,874,118 together with any interest thereon as of the Closing; (c)
cancellation and release of Crane & Machinery’s obligation to Manitex under that
certain note payable with an original principal amount of $998,221 and having an
outstanding balance as of the Closing of $830,024.94 together with any interest thereon;
(d) satisfaction of trade payables owing by Schaeff Lift Truck to Liftking as of the
Closing in the amount of $252,795.00; minus (e) trade payables owing by Liftking to
Parent as of the Closing in the amount of $737,836.74, which shall be cancelled and
released (collectively, the “Purchase Price”).  





        3.02
 Allocation of Purchase Price. The amount of the aggregate Purchase Price shall be
allocated among the Purchased Assets (or groups of such assets) for all purposes
(including all tax and financial accounting purposes) in accordance with the applicable
provisions of Section 1060 of the Code, and the parties agree that the fair market value
of the Purchased Assets (or groups of such assets) shall be determined by appraisals
conducted by Buyer following the Closing (the “Purchase Price Allocation”).
Each party shall file all Tax Returns (including amended returns and claims for refund)
in a manner reflecting the Purchase Price Allocation. The parties shall each execute and
timely file a Form 8594 consistent with the Purchase Price Allocation, after exchanging
mutually acceptable drafts of such form (and any equivalent state, municipal, county,
local, foreign or other forms Tax forms). Notwithstanding the foregoing, Buyer’s
cost for the Purchased Assets may differ to the extent necessary to reflect Buyer’s
capitalized acquisition costs for the Purchased Assets.  





ARTICLE IV. 
REPRESENTATIONS AND
WARRANTIES OF SELLERS 



        Each
of Parent, Schaeff Lift Truck and Crane & Machinery hereby represents and warrants to
Buyer as follows: 



        4.01
 Subsidiaries. Crane & Machinery is a wholly-owned subsidiary of Parent.
Schaeff Lift Truck is a wholly owned subsidiary of Crane & Machinery.  



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        4.02
 Power and Authority. Each of the Sellers has the necessary power and authority to
own its assets and to conduct its business as presently conducted. Each of the Sellers has
all power and authority necessary to execute, deliver and perform the Transaction
Documents to which it is a party, including, without limitation, any approval of its
members required by applicable Governmental Rules. 



        4.03
 Execution and Enforceability. This Agreement has been, and on the Closing Date the
other Transaction Documents to which the Sellers are a party will be, duly and validly
executed and delivered by such party and constitute (or upon such execution and delivery
will constitute) legal, valid and binding obligations of the Sellers and enforceable
against the Sellers in accordance with their respective terms. 



        4.04
 No Breach, Default, Violation or Consent. The execution, delivery and
performance by the Sellers of the Transaction Documents to which each is a party do not
and will not:  





	 	(a) 	violate
the Certificate of Formation, Operating Agreement, Articles of
                    Incorporation or Bylaws, as applicable, of the Sellers; 






	 	(b) 	breach
or result in a default (or an event which, with the giving of notice or
                    the passage of time, or both, would constitute a default) under,
require any                     consent under, result in the creation of any Lien on the
assets of the Sellers                     under or give to others any rights of
termination, acceleration, suspension,                     revocation, cancellation or
amendment of any Business Agreement or Business                     Permit; 






	 	(c) 	breach
or otherwise violate any Governmental Order which names any of the
                    Sellers or is directed to any of the Sellers or any of its respective
assets; 






	 	(d) 	violate
any Governmental Rule; or 






	 	(e) 	require
any consent, authorization, approval, exemption or other action by, or
                    any filing, registration or qualification with, any Person. 






        4.05
 Ownership and Control. The authorized capitalization of Parent, the issued and
outstanding membership interest units of Parent and the record holders of such issued and
outstanding membership interest units are as set forth on Schedule
4.05. 



        4.06
 Financial Matters.  





	 	(a) 	The
Sellers have previously delivered to Buyer correct and complete copies of
                    (i) the audited consolidated balance sheet as of December 31,
2006                     (“12-31-06 Balance Sheet”), and the related
statements of                     income, retained earnings and cash flows of the Sellers
as of and for its fiscal                     years then ended, including the footnotes
thereto, and (ii) the unaudited                     consolidated and individual
interim balance sheets and statements of income,                     retained earnings
and cash flows of the Sellers as of and for the five months                     ended May
31, 2006 (“Current Financial Statements” and,
                    together with the items described in clause (i) above, “Financial
                    Statements”). The Financial Statements shall include segment
reporting                     with such detail and transparency as to fairly present the
assets and                     liabilities constituting the Noble Forklift Production.
Except as set forth on Schedule 4.06, the
Financial                     Statements fairly present the financial condition of the
Sellers as of the end                     of the periods covered thereby and the results
of their operations and the                     changes in their financial position for
the periods covered thereby, and were                     prepared in accordance with GAAPapplied
on a consistent basis throughout                     the periods covered thereby subject,
in the case of the Financial Statements                     referred to in clause (ii)
above and the Current Financial Statements, to                     year-end audit
adjustments and the lack of footnotes and other presentation                     items. 






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	 	(b) 	Except
as and to the extent otherwise disclosed in the Current Financial
                    Statements or on the Schedules hereto (to the extent that the type
and nature of                     the Liability is clearly and fairly disclosed on such
Schedule), the Sellers                     have no Liabilities relating to the Noble
Forklift Production of any kind,                     whether direct or indirect, fixed or
contingent or otherwise, other than                     (i) executory obligations
under Business Agreements which are not required                     to be set forth in
the Current Financial Statements in accordance with GAAP and                     (ii) liabilities
incurred in the ordinary course of business, consistent                     with past
practice, since May 31, 2006 (“Financial Statement                     Date”).
As used in this Agreement, “Liability” means                     any
direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage,
                    deficiency, cost, expense, obligation or responsibility, fixed or
unfixed, known                     or unknown, asserted or unasserted, liquidated or
unliquidated, secured or                     unsecured. 






	 	(c) 	Internal
Accounting Controls. The Sellers maintain a system of internal
                    accounting controls sufficient to provide reasonable assurance that
(i)                     transactions are executed in accordance with management’s
general or                     specific authorizations, (ii) transactions are
recorded as necessary to                     permit preparation of financial statements
in conformity with GAAP and to                     maintain asset accountability, (iii)
access to assets is permitted only in                     accordance with management’s
general or specific authorization, and (iv)                     the recorded
accountability for assets is compared with the existing assets at
                    reasonable intervals and appropriate action is taken with respect to
any                     differences. 






	 	(d) 	Independent
Auditors. All auditors who have expressed opinions with                     respect
to the Financial Statements are independent as such term is described in
                    Rule 2-01 of Regulation S-X promulgated by the Securities and
Exchange                     Commission. 






        4.07
 Tax Matters. Except as otherwise disclosed on Schedule 4.07:  





	 	(a) 	all
returns, declarations, reports and information statements with respect to
                    Taxes which are required to be filed by or on behalf of the Sellers
with any                     governmental entity (collectively, “Tax Returns”)
have been                     properly prepared and timely filed, and when filed, were
true, correct and                     complete in all material respects; 






	 	(b) 	the
Sellers have paid, or have made adequate reserves on the balance sheets
                    contained in the Current Financial Statements for the payment of, all
taxes,                     charges, fees, levies and assessments (whether computed on a
separate,                     consolidated, combined, unitary or other basis) relating to
the Noble Forklift                     Production, including without limitation all
income, sales and use,                     ad valorem, transfer, gains, profits,
excise, franchise, real and personal                     property, gross receipts,
capital stock, production, net worth, business and                     occupation,
disability, social security, employment, payroll, license,                     estimated,
stamp, custom duties, severance and withholding taxes or charges,
                    imposed by any governmental entity, and any interest or penalties
thereon                     (collectively, “Taxes”), attributable to
periods preceding or                     ending with the Financial Statement Date; 






-10- 








	 	(c) 	since
the Financial Statement Date, the Sellers have not incurred any Taxes
                    relating to the Noble Forklift Production other than Taxes incurred
in the                     ordinary course of business consistent in type and amount with
past practices of                     the Sellers; 






	 	(d) 	to
the Sellers’ knowledge, there are no proposed assessments of any
                    additional Taxes relating to the Noble Forklift Production against
the Sellers                     by any governmental entity or (whether or not reserved
against); 






	 	(e) 	the
Sellers are not currently being audited by any governmental entity, and no
                    such audit is pending or, to the Sellers’ knowledge, threatened; 






	 	(f) 	the
Sellers have not been given any currently effective waiver or extension of
                    any period of limitation governing the time of assessment or
collection of any                     Tax relating to the Noble Forklift Production; and 






	 	(g) 	the
Sellers are not a party to any Tax allocation, Tax sharing or similar
                    agreement with any other Person relating to the Noble Forklift
Production. 






        4.08
 Accounts Receivables. All Accounts Receivable reflected on the balance sheet
contained in the Current Financial Statements, and all Accounts Receivable that have
arisen since the Financial Statement Date, (a) arose out of arm’s length transactions
actually made in the ordinary course of business, (b) are not in dispute, and (c) are
current and collectible without set off, discount or counterclaim. No Person has any Lien
on any of the Accounts Receivable and no request or agreement for deduction or discount
has been made with respect to any Accounts Receivable. The Sellers have no knowledge that
any of its customers has indicated its unwillingness to pay any Accounts Receivable.
Schedule 4.08 contains an aged schedule of accounts receivable
reflected on the balance sheet contained in the Current Financial Statements. 



        4.09
 Inventory. All Inventory reflected on the balance sheet contained in the Current
Financial Statements is valued in accordance with GAAP at the lower of cost (on the basis
of FIFO) or market. All Inventory purchased since the Financial Statement Date
consists of a quality and quantity usable and saleable in the ordinary course of business.
Except as set forth in Schedule 4.09, all Inventory is located at, or
is in transit to or from, the Sellers’ Facility. Except as set forth in
Schedule 4.09 (which contains a description of any exceptions
and related amounts), (i) all work-in-process contained in Inventory constitutes
items in process of production pursuant to Business Agreements entered into (including
orders taken) in the ordinary course of business by regular customers of the Sellers, and
(ii) no valid grounds exist for any set off of amounts billable to such customers on the
completion of the Business Agreements to which work-in-process relates. All
work-in-process consists of a quality ordinarily produced in accordance with the
requirements of Business Agreements to which such work-in-process relates. The Sellers
will have on hand as of the Closing such quantities of Inventory as are reasonably
required to continue the Noble Forklift Production of the Sellers immediately after the
Closing consistent with past practice. 



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        4.10
 Litigation. Except as otherwise disclosed on Schedule 4.10,
there is no pending or, to the Sellers’ knowledge, threatened investigation, action
or proceeding effecting the Purchased Assets or Noble Forklift Production. To the
Sellers’ knowledge, no event has occurred or action taken that is reasonably likely
to result in any of the foregoing (other than litigation that relates exclusively to
Excluded Liabilities hereunder). 



        4.11
 Absence of Certain Changes and Events. Except as otherwise disclosed on Schedule
4.11, since January 1, 2007:  





	 	(a) 	the
Sellers have not incurred any obligation or Liability relating to the Noble
                    Forklift Production except for normal trade obligations incurred in
the ordinary                     course of business and other obligations which do not
require the expenditure of                     more than $5,000 






	 	(b) 	no
casualty, loss or damage has occurred with respect to any Purchased Assets
                    having a value of $5,000 in the aggregate that is not covered by
insurance; 






	 	(c) 	the
Sellers have not sold, transferred or otherwise disposed of any of its
                    properties or assets or any interest therein used in the Noble
Forklift                     Production, or agreed to do any of the foregoing, except for
sales of inventory                     in the ordinary course of business; 






	 	(d) 	the
Sellers have not waived or released any of its rights with respect to its
                    Noble Forklift Production or the Purchased Assets or permitted any of
such                     rights to lapse, which would affect the payment or receipt of
funds in excess of                     $5,000 with respect to any item or series or
related items; 






	 	(e) 	there
has not been any material change in the financial or Tax accounting
                    principles or methods of the Sellers, except to the extent required
by GAAP; 






	 	(f) 	the
Sellers have not introduced any material change with respect to the Noble
                    Forklift Production; and 






	 	(g) 	no
event not in the ordinary course of business has occurred, and no condition
                    exists, which could reasonably be expected to have a material adverse
effect on                     the Noble Forklift Production. 






        4.12
 Title to and Condition of Properties.  





	 	(a) 	Marketable
Title. Schaeff Lift Truck has good and marketable fee title                     or
leasehold title (as applicable) to all of the Purchased Assets, free and
                    clear of all mortgages, liens (statutory or otherwise), security
interests,                     claims, pledges, licenses, equities, options, conditional
sales contracts,                     assessments, levies, easements, covenants,
conditions, reservations,                     encroachments, hypothecations, equities,
restrictions, rights-of-way,                     exceptions, limitations, charges,
possibilities of reversion, rights of refusal                     or encumbrances of any
nature whatsoever (collectively,                     “Liens”) except for
Liens listed on Schedule 4.12. At the Closing, Buyer will
receive good                     and marketable fee title or leasehold title (as
applicable) to all of the                     Purchased Assets, free and clear of all
Liens other than Liens marked as                     “Permitted Liens” on Schedule
4.12. Except as set                     forth in Schedule 4.12,
the Sellers are not using, in the                     current conduct of the Noble
Forklift Production, any properties, rights or                     assets that are not
owned, licensed or leased by it. 






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	 	(b) 	Condition.
All tangible assets (real and personal) constituting                     Purchased Assets
and currently used in the Noble Forklift Production are in good
                    operating condition and repair, ordinary wear and tear excepted. 






        4.13
 Constituent Documents and Governmental Rules. Each of the Sellers is in compliance
with (a) its charter, operating agreement and bylaws, as applicable (correct and
complete copies of which have been delivered to Buyer) and (b) all Governmental Rules
applicable to the Sellers or to the Noble Forklift Production or the Purchased Assets. 



        4.14
 Governmental Orders. Schedule 4.14 sets forth a correct
and complete list of all Governmental Orders relating to the Noble Forklift Production or
the Purchased Assets which are currently in effect and which name the Sellers or are
directed to the Sellers or any of the Noble Forklift Production or the Purchased Assets.
The Sellers are in compliance with all such Governmental Orders. 



        4.15
 Business Permits. Schedule 4.15 sets forth a correct and
complete list of all Business Permits which have been obtained by the Sellers relating to
the Noble Forklift Production and are currently in effect and indicates for each whether
any consent or other action is required in order for the same to remain in full force and
effect following the Closing. Such Business Permits have been validly acquired, are in
full force and effect and represent all licenses, permits, approvals, certifications,
consents and listings issued by or obtained from a Governmental Entity that are necessary
under applicable Governmental Rules for the Sellers to conduct the Noble Forklift
Production as currently conducted and to own, occupy or use the Purchased Assets. The
Sellers are in compliance with all such Business Permits. 



        4.16
 U.S. Government Contracts.  





	 	(a) 	The
Sellers are not a party, either as a prime contractor or as a subcontractor
                    in connection with the Noble Forklift Production, to any contract
with the                     United States government or any agency or instrumentality
thereof other than                     contracts with respect to which it is exempt from
submission and/or                     certification of cost or pricing data as defined in
the Truth in Negotiations                     Act. 






	 	(b) 	Except
as described in Schedule 4.16, the Sellers
                    have not received any United States government business in calendar
years 2006                     or 2007 under restricted, small business or other set
aside programs (for                     companies with fewer than 1,000 employees). 






        4.17
 Intellectual Property. Schedule 4.17 sets forth a correct
and complete list of (a) all Intellectual Property used or held for use in the Noble
Forklift Production which is registered with any Governmental Entity and all applications
therefor and (b) all licenses for Intellectual Property used or held for use in the Noble
Forklift Production to which the Sellers are a party (excluding “shrink-wrapped”
software applications which are generally available to the public). The Sellers have the
lawful right to use all of such Intellectual Property and no such use infringes upon the
lawful rights of any other Person. To the Sellers’ knowledge, no Person is using any
such Intellectual Property in a manner which infringes upon the lawful rights of the
Sellers. The Intellectual Property constitutes all intellectual property necessary for the
Sellers to conduct the Noble Forklift Production as currently conducted. Except pursuant
to the licenses referred to above, the Sellers pay no royalties or other consideration for
the right to use such Intellectual Property owned by others. The Sellers have maintained
the confidentiality of all such Intellectual Property to the extent necessary to maintain
its proprietary rights therein. All software used by the Sellers in the Noble Forklift
Production or installed on any computer owned or used by the Sellers in the Noble Forklift
Production is subject to valid, fully paid licenses. 



-13- 








        4.18
 Insurance. Schedule 4.18 sets forth a correct and complete list
of all insurance policies relating to the Noble Forklift Production of which the Sellers
are the owner, insured, loss payee or beneficiary and indicates for each such policy any
pending claims thereunder. The Sellers have delivered true, correct and complete copies of
each insurance policy set forth on Schedule 4.18 to Buyer, and each
such policy is legal, valid, binding, enforceable and in full force and effect with
respect to the Sellers and, to the Sellers’ knowledge, with respect to the other
parties thereto. Schedule 4.18 indicates each insurance policy as to
which (i) the coverage limit has been reached or (ii) the total incurred losses to date
equal 75% or more of the coverage limit. Except as otherwise disclosed on
Schedule 4.18: (a) the Sellers have not received any notice,
with respect to pending claims, that it has failed to give any notice or present any such
claim under any such policy in a timely fashion or as otherwise required by such policy;
(b) all premiums under such policies which are due and payable have been paid in
full; (c) since January 1, 2007, the Sellers have not received notice of any increase
in the premium under, cancellation or non-renewal of any such policy; and (d) there is no
claim by the Sellers pending under any such policy as to which coverage has been
questioned, denied or disputed by the underwriters of such policies. The insurance
policies set forth on Schedule 4.18 are sufficient for compliance by
the Sellers with all requirements of Governmental Rules and all Business Agreements. 



        4.19
 Other Business Agreements. Schedule 4.19 sets forth a
correct and complete list of all Business Agreements other than (a) Business
Agreements listed on any of Schedules 4.15, or 4.17, and
(b) Business Agreements involving the payment by or to the Sellers, or creating any
liability of the Sellers, of less than $2,500 (or, in the case of open purchase orders,
$5,000) over the term thereof. Except as set forth on Schedule 4.19: 



	 	(a) 	Purchase
Commitments. The Sellers have no Business Agreements for the
                    purchase of Inventory items that, together with amounts on hand,
constitute more                     than six (6) months normal usage or that are at
an excessive price. 






	 	(b) 	Sales
Commitments. The Sellers have no Business Agreements that
                    aggregate in excess of $50,000 (or, in the case of open purchase
orders,                     $25,000) to any one customer or group of affiliated
customers; provided, that,                     in the case of open purchase orders listed
on the attachments to Schedule                     4.19, this
representation and warranty is made as of the date of                     such
attachments. The Sellers have no Business Agreements for sales except those
                    made in the ordinary course of business at arm’s length. The
backlog of                     existing orders and sales orders of the Sellers, as of May
31, 2007, is set                     forth in Schedule 4.19, all of
which represent bona fide                     orders taken in the ordinary course of
business. 






-14- 









	 	(c) 	Leases.
The Sellers (whether as lessor or lessee) have no contracts for                     the
lease or use of personal property which require payments by or to the
                    Sellers in excess of $10,000 over the term thereof. 






	 	(d) 	Governmental
Contracts. The Sellers have no Business Agreement with any
                    governmental entity whether federal, state, municipal, county, local,
foreign or                     other. 






        4.20
 Status of Business Agreements. Each Business Agreement is in full force and effect
and is enforceable against the Sellers and, to the Sellers’ knowledge, the other
parties thereto, in accordance with its terms. The Sellers are in compliance with each
such Business Agreement. To the Sellers’ knowledge, all other parties to such
Business Agreements are in compliance with the terms thereof. Except as otherwise
disclosed on Schedule 4.20, no consent or other action is
required in order for such Business Agreements to remain in full force and effect
following the Closing. Such Business Agreements constitute all material contracts,
agreements, leases, licenses, commitments and purchase orders necessary for the Sellers to
conduct the Noble Forklift Production business as currently conducted by Sellers. 



        4.21
 Transactions with Related Parties. Except as otherwise disclosed on
Schedule 4.21, (a) none of the customers, suppliers,
distributors or sales representatives of the Sellers are Related Parties; (b) none of
the Purchased Assets are owned or used by or leased to any Related Parties; (c) no
Related Party is a party to any Business Agreement; and (d) no Related Party provides
any legal, accounting or other services to the Sellers. For purposes of this Section 4.21,
Buyer shall not be deemed a Related Party. 



        As
used in this Agreement the following terms have the following meanings: 



        “Affiliate”
of a Person means any other Person who controls, is controlled by or is under common
control with such Person, and “control” means, with respect to any
Person, the direct or indirect ability 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. 



        “Person”
shall mean and include an individual, a partnership, a joint venture, a corporation, a
limited liability company, a trust, an unincorporated organization, a government, and any
other legal entity. 



        “Related
Party” means (i) the Sellers, (ii) any Affiliate of the Sellers and
(iii) any director, officer or equity holder of any of the Sellers or any Affiliate
of the Sellers. 



        4.22
 Assets and Services Necessary to Noble Forklift Production. The Purchased Assets
include all property and assets (other than Excluded Assets), tangible and intangible, and
all leases, licenses and other agreements, which are necessary to permit Buyer to carry on
the Noble Forklift Production, or which are currently used or held for use in the Noble
Forklift Production by the Sellers, in substantially the same manner as conducted during
the previous twelve months. 



-15- 








        4.23
 Product Warranty and Product Liability. Schedule 4.23 contains
a true, correct and complete copy of the standard warranty or warranties for sales of
products or services of the Sellers and a list of any non-standard warranties by which the
Sellers are bound in the Noble Forklift Production, and except as expressly set forth
therein, there are no warranties, deviations from standard warranties or commitments or
obligations with respect to the return, repair, replacement or re-performance of products
or services in the Noble Forklift Production under which the Sellers could have any
Liability. Since January 1, 2001, none of the products and services in the Noble Forklift
Production has been the subject of any replacement, field fix, retrofit, modification or
recall campaign, and to the Sellers’ knowledge, no facts or conditions exist that
could reasonably be expected to result in such a recall campaign. 



        4.24
 Brokers. Neither the Sellers nor any of its officers, directors, shareholders,
agents or representatives has employed or retained, or have any liability to, any broker,
agent or finder on account of this Agreement or any of the other Transaction Documents or
the transactions contemplated hereby or thereby. 



ARTICLE V. 
REPRESENTATIONS AND
WARRANTIES OF BUYER 



        The
Buyer represents and warrants to the Sellers as follows: 



        5.01
 Organization. Buyer is a corporation duly organized, validly existing and in good
standing in Michigan.  





        5.02
 Power and Authority. Buyer has the corporate power and authority to own its
properties and assets, to conduct its business as presently conducted and to execute,
deliver and perform the Transaction Documents to which it is a party. 



        5.03
 Execution and Enforceability. This Agreement has been, and on the Closing Date the
other Transaction Documents to which Buyer is a party will be, duly and validly executed
and delivered by Buyer and constitutes (or upon such execution and delivery will
constitute) legal, valid and binding obligations of Buyer enforceable against Buyer in
accordance with their respective terms. 



        5.04
 No Breach, Default, Violation or Consent. The execution, delivery and performance
by Buyer of the Transaction Documents to which it is a party do not and will not: 



	 	(a) 	violate
Buyer’s charter or bylaws; 






	 	(b) 	breach
or result in a default (or an event which, with the giving of notice or
                    the passage of time, or both, would constitute a default) under,
require any                     consent that has not been obtained, result in the
creation of any Lien on any                     assets of Buyer under or give to others
any rights of termination, acceleration,                     suspension, revocation,
cancellation or amendment of any agreement to which                     Buyer is a party
or by which Buyer or any of its respective assets is bound; 






	 	(c) 	breach
or otherwise violate any Governmental Order which names Buyer or is
                    directed to Buyer or any of its assets; 






-16- 








	 	(d) 	violate
any Governmental Rule; or 






	 	(e) 	require
any consent, authorization, approval, exemption or other action by, or
                    any filing, registration or qualification with, any Person. 






        5.05
 Brokers. Buyer has not employed or retained, or has any liability to, any broker,
agent or finder on account of this Agreement or any of the other Transaction Documents or
the transactions contemplated hereby or thereby. 



ARTICLE VI. 
COVENANTS 



        6.01
  Use of Noble Name. After the Closing, none of the Sellers nor any Affiliate of the
Sellers shall, without the prior written consent of Buyer, make any use of any name, mark,
trade name, trademark, service mark or domain name incorporating “Noble
Forklift,” or any letters, words or phrases confusingly similar to any of the
foregoing, except to the extent necessary for each of the Sellers to pay its Liabilities,
to prepare its Tax Returns and similar reports and to otherwise wind up and conclude its
business. The preceding sentence shall not limit the right of Noble International, Ltd., a
Michigan corporation, to use the “Noble” name by reason of its status as an
Affiliate of the Sellers. 



        6.02
 Post-Closing Receipts. The Sellers authorize and empower Buyer on and after the
Closing Date to receive and open all mail received by Buyer relating to the Noble Forklift
Production, Purchased Assets or Assumed Liabilities and to deal with the contents of such
communications in any proper manner. The Sellers shall promptly deliver to Buyer any mail
or other communication received by it on or after the Closing Date relating to the Noble
Forklift Production, Purchased Assets or Assumed Liabilities. Buyer shall promptly deliver
to the Sellers Representative any mail or other communication received by it on or after
the Closing Date relating to the Excluded Assets or Excluded Liabilities. On or after the
Closing Date, if the Sellers receive any checks or other funds on account of or in respect
of the Noble Forklift Production or Purchased Assets, then the Sellers shall not cash such
checks or deposit such funds into an account controlled by any of the Sellers, and the
Sellers shall promptly forward such checks or funds to Buyer (properly endorsed for
deposit by Buyer). On and after the Closing Date, if Buyer receives any checks or other
funds on account of or in respect of the Excluded Assets, then Buyer shall not cash such
checks or deposit such funds into its account, and Buyer shall promptly forward such
checks or funds to Sellers Representative. Each Party shall undertake commercially
reasonable efforts to ensure that third parties direct mail and other communications to
the proper party or parties after the Closing. 



ARTICLE VII. 
CLOSING  



        7.01
 Closing. The closing of the transactions contemplated hereby
(“Closing”) will take place at the offices of Parent, 7402 W.
100th Place, Bridgeview, Illinois, simultaneously with the execution and
delivery of this Agreement by the parties unless another place, or date is agreed to in
writing by the parties. The date on which the Closing occurs is referred to herein as the
“Closing Date”. 



-17- 








        7.02
 Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver
to the Buyer the following documents, in each case duly executed or otherwise in proper
form: 



	 	(a) 	Consents
and Approvals. Each consent, authorization, approval,                     exemption,
filing, registration or qualification, if any, listed on Schedule 4.20 hereto
or which are otherwise necessary                     (under applicable Governmental Rules
or otherwise) for the Sellers to execute,                     deliver and perform the
Transaction. 






	 	(b) 	Secretary
or Manager’s Certificate. A certificate of the Secretary                     or
Manager, as applicable, of each of the Sellers dated the Closing Date and
                    certifying (i) that correct and complete copies of its
organizational                     documents are attached thereto, (ii) that correct
and complete copies of                     each resolution of its board of directors or
managers and members, as                     applicable, approving the Transaction
Documents and authorizing the execution                     thereof and the consummation
of the transactions contemplated thereby are                     attached thereto and
(iii) the incumbency and signatures of the managers or                     officers
of the Sellers, as applicable, authorized to execute and deliver the
                    Transaction Documents on behalf of the Sellers. 






	 	(c) 	Bill
of Sale. A bill of sale in form and substance mutually acceptable
                    to the parties (the “Bill of Sale”). 






	 	(d) 	Transition
Services Agreement. A transition services agreement in form                     and
substance mutually acceptable to the parties (the “Transition
                    Services Agreement”). 






	 	(e) 	Assignment
and Assumption. An assignment and assumption agreement in                     form
and substance mutually acceptable to the parties (the “Assignment
                    and Assumption Agreement,” together with this Agreement, the
Transition                     Services Agreement and the Bill of Sale, the “Transaction
                    Documents.”) 






	 	(f) 	Lease.
A lease agreement in substantially the form set forth on Exhibit A. 






	 	(g) 	Cancellation
of Payables. Evidence that the trade payables of Buyer or                     any of
its subsidiaries constituting the Purchase Price have been cancelled. 






	 	(h) 	Other
Closing Documents. All other agreements, certificates,
                    instruments, certifications and documents contemplated by this
Agreement or                     reasonably requested by the Buyer in order to fully
consummate the transactions                     contemplated by this Agreement and carry
out the purposes and intent of this                     Agreement. 






        7.03
 Documents to be Delivered by the Buyer. At the Closing, the Buyer shall deliver to
the Sellers, the following documents, in each case duly executed or otherwise in proper
form: 



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	 	(a) 	Cancellation
of Payables. Evidence that the trade payables or note                     payable of
any Seller constituting the Purchase Price have been cancelled. 






	 	(b) 	Secretary’s
Certificate. Buyer will have delivered to the Sellers a
                    certificate of the Secretary of Buyer dated the Closing Date and
certifying                     (i) that correct and complete copies of its charter
and bylaws are attached                     thereto, (ii) that correct and complete
copies of the resolution of its                     board of directors approving the
Transaction Documents and authorizing the                     execution thereof and the
consummation of the transactions contemplated thereby                     are attached
thereto and (iii) the incumbency and signatures of the                     officers
of Buyer authorized to execute and deliver the Transaction Documents on
                    behalf of Buyer. 






	 	(c) 	Transaction
Documents. The Assignment and Assumption Agreement and the
                    Transition Services Agreement. 






	 	(d) 	Lease.
A lease agreement in substantially the form set forth on Exhibit A. 






	 	(e) 	Certificate
of Resale. An Illinois Department of Revenue Form CRT-61,
                    Certificate of Resale. 






	 	(f) 	Other
Closing Documents. All other agreements, certificates,
                    instruments, certifications and documents contemplated by this
Agreement or                     reasonably requested by the Buyer in order to fully
consummate the transactions                     contemplated by this Agreement and carry
out the purposes and intent of this                     Agreement. 






ARTICLE VIII. 
INDEMNIFICATION 



        8.01
 Indemnification by the Sellers. Each of the Sellers shall defend, indemnify and
hold harmless the Buyer and its respective equity holders, directors, officers, employees
and agents (each a “Seller Indemnitee”) from and against any and all
claims (including without limitation any investigation, action or other proceeding,
whether instituted by a third party against a Seller Indemnitee or by a Seller Indemnitee
for the purpose of enforcing its rights hereunder), damages, losses, liabilities, costs
and expenses (including without limitation reasonable attorneys’ fees and court costs
including attorneys’ fees and costs incurred in connection with collecting,
investigating or bringing proceedings to collect the indemnity pursuant to this Section)
that constitute, or arise out of or in connection with: 



	 	(a) 	inaccuracy,
misrepresentation or breach of a representation or warranty of any                     of
the Sellers under this Agreement (disregarding for purposes of this Section
                    8.01(a) any “materiality”, in all material respects”,
or similar                     qualification contained therein or with respect thereto); 






	 	(b) 	default
by any of the Sellers in the performance or observance of any of their
                    respective covenants or agreements hereunder or under the Transaction
Documents;                     or 






	 	(c) 	any
Excluded Liability. 






-19- 








        8.02
 Third-Party Claims. If any investigation, action or other proceeding (each a
“Proceeding”) is initiated against any Seller Indemnitee by any third
party and such Seller Indemnitee intends to seek indemnification from the Seller (the
“Indemnitor”), as applicable, under this Article on account of its
involvement in such Proceeding, then such Seller Indemnitee will give prompt notice to the
applicable Indemnitor of such Proceeding; provided, that the failure to so notify such
Indemnitor will not affect such Indemnitor’s obligations under this Article, except
to the extent the Indemnitor is prejudiced thereby. Upon receipt of such notice, such
Indemnitor may undertake and control the defense against such Proceeding if the Indemnitor
admits that it has an indemnification obligation hereunder in which case such Indemnitor
will diligently defend against such Proceeding on behalf of such Seller Indemnitee using
counsel reasonably acceptable to such Seller Indemnitee and will pay all costs, expenses,
damages, judgments, awards, penalties and assessments incurred in connection therewith.
With the prior written consent of the Seller Indemnitee, the Indemnitor may defend against
such Proceeding without admitting that it has an indemnification obligation hereunder,
provided, in each case that if such Indemnitor fails or refuses to conduct such defense,
then such Seller Indemnitee may defend against such Proceeding at such Indemnitor’s
expense. Such Indemnitor or Seller Indemnitee, as applicable, may participate in any
Proceeding being defended against by the other at its own expense, and will not settle any
Proceeding without the prior consent of the other, which consent will not be unreasonably
withheld; provided, that the consent of an Indemnitor is not required if such Indemnitor
failed or refused to defend the Seller Indemnitee in the Proceeding that is being settled.
Such Indemnitor and Seller Indemnitee will cooperate with each other in the conduct of any
such Proceeding. 



        8.03
 Duration of Certain Indemnification Obligations. Except for claims involving fraud,
as to which claims may be brought without limitation as to time or amount no claims for
indemnification under Section 8.01(a) may be asserted after the
lapse of twenty-four (24) months after the Closing Date, except for claims arising under
Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.12, 4.17 and
4.23 (collectively, the “Fundamental Representations”),
which may be asserted until sixty (60) days after the lapse of the statute of limitations
to which a particular claim relates. 



        8.04
 Certain Limitations on the Sellers’ Indemnification Liabilities. Except for
claims involving fraud and claims arising from any breach or inaccuracy of any of the
Fundamental Representations, as to which there shall be no limit on time or amount: 



	 	(a) 	the
Sellers will not have any indemnification obligation with respect to
                    individual claims or series of related claims for indemnification
under Section 8.01(a), unless and until the aggregate amount
                    of all such claims exceeds $75,000, in which case the Seller will be
liable for                     such claims in excess of $75,000. 






	 	(b) 	the
Sellers’ aggregate indemnification obligations under Section
                    8.01(a) shall not exceed $350,000. 






        8.05
 Joint and Several Liability. The liability of each of the Sellers for
indemnification under this Article VIII shall be joint and several. 



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        8.06
 Fraud. Notwithstanding anything to the contrary in this Agreement, the limitations
and thresholds set forth in Article VIII shall not apply with respect to (i) fraud,
intentional misrepresentation or willful breach or misconduct or (ii) any equitable
remedy, including a preliminary or permanent injunction or specific performance. 



        8.07
 Tax Treatment. Any indemnification payments under this Article will be treated,
for Tax purposes, as adjustments to the Purchase Price.  





ARTICLE IX. 
GENERAL PROVISIONS 



        9.01
 Assignment. Neither this Agreement nor any right, interest or obligation hereunder
may be assigned, pledged or otherwise transferred by any party, whether by operation of
law or otherwise, without the prior consent of the other party or parties. 



        9.02
 Confidentiality.  





	 	(a) 	As
used in this Section the “Confidential Information” of a
                    party means all information concerning or related to the business,
operations,                     financial condition or prospects of such party or any of
its Affiliates,                     regardless of the form in which such information
appears and whether or not such                     information has been reduced to a
tangible form, and specifically includes                     (i) all information
regarding the officers, directors, employees, equity                     holders,
customers, suppliers, distributors, sales representatives and licensees
                    of such party and its Affiliates, in each case whether present or
prospective,                     (ii) all inventions, discoveries, trade secrets,
processes, techniques,                     methods, formulae, ideas and know-how of such
party and its Affiliates,                     (iii) all financial statements, audit
reports, budgets and business plans                     or forecasts of such party and
its Affiliates and (iv) the Transaction                     Documents and the
transactions contemplated thereby; provided, that the                     Confidential
Information of a party does not include (A) information which                     is
or becomes generally known to the public through no act or omission of the
                    other party and (B) information which has been or hereafter is
lawfully                     obtained by the other party from a source other than the
party to whom such                     Confidential Information belongs (or any of its
Affiliates or their respective                     officers, directors, employees, equity
holders or agents) so long as, in the                     case of information obtained
from a third party, such third party was or is not,                     directly or
indirectly, subject to an obligation of confidentiality owed to the
                    party to whom such Confidential Information belongs or any of its
Affiliates at                     the time such Confidential Information was or is
disclosed to the other party. 






	 	(b) 	Except
as otherwise permitted by subsection (c) below, each party agrees that it
                    will not, without the prior written consent of the other party,
disclose or use                     for its own benefit any Confidential Information of
any other party. 






	 	(c) 	Notwithstanding
subsection (b) above, each of the parties is permitted to: 






	 	(i) 	disclose
Confidential Information of the other parties to its officers,
                    directors, employees, equity holders, lenders, agents and Affiliates,
but only                     to the extent reasonably necessary in order for such party
to perform its                     obligations and exercise its rights and remedies under
this Agreement, and such                     party will take all such action as are
necessary or desirable in order to ensure                     that each of such Persons
maintains the confidentiality of any Confidential                     Information that is
so disclosed;  






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	 	(ii) 	make
additional disclosures of or use for its own benefit Confidential
                    Information of the other party, but only if and to the extent that
such                     disclosures or use are specifically contemplated by this
Agreement; and  






	 	(iii) 	disclose
Confidential Information of the other party to the extent, but only to
                    the extent, required by Governmental Rules or the rules and
regulations of any                     national securities exchange or the Securities and
Exchange Commission.  






        9.03
 Dispute Resolution; Consent to Jurisdiction and Service of Process; Waiver of Jury
Trial.  





	 	(a) 	Any
claim, controversy or dispute arising between the parties with respect to
                    this Agreement or the other Transaction Documents (a
                    “Dispute”), to the maximum extent allowed by
applicable law,                     will be submitted to and finally resolved by binding
arbitration. Any party may                     file a written Demand for Arbitration with
the American Arbitration                     Association’s Chicago, Illinois
Regional Office, and will send a copy of                     the Demand for Arbitration
to the other parties. The arbitration will be                     conducted pursuant to
the terms of the Federal Arbitration Act and the                     Commercial
Arbitration Rules of the American Arbitration Association, except
                    that discovery may be had in accordance with the Federal Rules of
Civil                     Procedure. The venue for the arbitration will be Chicago,
Illinois. The                     arbitration will be conducted before a panel of three
arbitrators selected                     through the American Arbitration Association’s
arbitrator selection                     procedures. The arbitrators will promptly meet,
fix the time, date and place of                     the hearing and notify the parties.
The parties will stipulate that the                     arbitration hearing will last no
longer than five business days. A majority of                     the panel will render a
decision within ten (10) days of the completion of the                     hearing. The
panel of arbitrators will promptly transmit an executed copy of its
                    decision to the parties. The decision of the arbitrators will be
final, binding                     and conclusive upon the parties. Each party will have
the right to have the                     decision enforced by any court of competent
jurisdiction. Notwithstanding any                     other provision of this Section,
any Dispute in which a party seeks equitable                     relief may be brought as
provided in subsection (b) below. 






	 	(b) 	If,
notwithstanding subsection (a) above, any Dispute or enforcement action is
                    submitted to a court for resolution, then the following provisions
will apply: 






	 	(i) 	Each
party hereby:  (A) irrevocably submits to the exclusive
                    jurisdiction of any state or federal court sitting in Chicago,
Illinoisfor the purposes of any action or proceeding arising out of or relating to
                    any such Dispute; and (B) waives and agrees not to assert, by
way of                     motion, as a defense or otherwise, in any such action or
proceeding, any claim                     that (1) it is not personally subject to
the jurisdiction of such courts,                     (2) the action or proceeding is
brought in an inconvenient forum or                     (3) the venue of the action
or proceeding is improper.  






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	 	(ii) 	Each
party agrees that service in person or by certified or registered United
                    States mail to its address set forth in Section 9.07                    constitutes
valid in personam service upon such party and its successors
                    and assigns in any action or proceeding with respect to any matter as
to which                     it has submitted to jurisdiction hereunder.  






	 	(iii) 	The
parties waive the right to a trial by jury in any action or proceeding
                    arising out of or relating to any Dispute.  






	 	(c) 	The
parties acknowledge that this is a commercial transaction, that the
                    foregoing provisions for arbitration, consent to jurisdiction,
service of                     process and waiver of jury trial have been read,
understood and voluntarily                     agreed to by them and that by agreeing to
such provisions they are waiving                     important legal rights. The
obligations of the parties under this Section are                     specifically
enforceable and will survive any termination of this Agreement. 






        9.04
 Expenses. Except as otherwise specifically provided herein or in any other
Transaction Document, each party is responsible for such expenses as it may incur in
connection with the negotiation, preparation, execution, delivery, performance and
enforcement of the Transaction Documents. 



        9.05
 Further Assurances. The parties will from time to time do and perform such
additional acts and execute and deliver such additional documents and instruments as may
be required by applicable Governmental Rules or reasonably requested by any party to
establish, maintain or protect its rights and remedies or to affect the intents and
purposes of this Agreement and the other Transaction Documents. 



        9.06
 Knowledge Parties. References in this Agreement to the Sellers’ knowledge or
words of similar import mean (i) the actual knowledge of any of the Sellers’
officers, David Langevin and Lubomir Litchev after reasonable investigation of the
surrounding circumstances; or (ii) the actual knowledge of the shareholders of the
Sellers. 



        9.07
 Notices. Unless otherwise specifically provided herein, all notices, consents,
requests, demands and other communications required or permitted hereunder: (a) will
be in writing; (b) will be sent by messenger, certified or registered United States
mail, a reliable express delivery service or telecopier (with a copy sent by one of the
foregoing means), charges prepaid as applicable, to the appropriate address(es) or
number(s) set forth below; and (c) will be deemed to have been given on the date of
receipt by the addressee (or, if the date of receipt is not a business day, on the first
business day after the date of receipt), as evidenced by (i) a receipt executed by the
addressee (or a responsible person in his or her office), the records of the Person
delivering such communication or a notice to the effect that such addressee refused to
claim or accept such communication, if sent by messenger, United States mail or express
delivery service, or (ii) a receipt generated by the sender’s telecopier showing that
such communication was sent to the appropriate number on a specified date, if sent by
telecopier. All such communications will be sent to the following addresses or numbers, or
to such other addresses or numbers as any party may inform the others by giving five
business days’ prior notice: 



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	If to the Sellers:	If to Buyer:
	
GT Distribution, LLC	
Veri-Tek International, Corp.
	7402 West 100th Place	7402 West 100th Place
	Bridgeview, IL 60455	Bridgeview, IL 60455
	Attn.:  Chief Executive Officer	Attn.: Chief Executive Officer
	FAX No.:  (708) 430-4056	FAX No.: (708) 430-4056







with a copy to: 



Kristin Skandalaris, Esq.

33 Bloomfield Hills Parkway, Suite 240

Bloomfield Hills, Michigan 48304 



        9.08
 Publicity. Neither party will make any press release or other public announcement
regarding this Agreement or the other Transaction Documents or any transaction
contemplated hereby or thereby until the text of such release or announcement has been
submitted to the other party and the other party has approved the same. 



        9.09
 Miscellaneous. This Agreement: (a) may be amended only by a writing signed by
each of the parties; (b) may be executed in several counterparts, each of which is
deemed an original but all of which constitute one and the same instrument;
(c) together with the other Transaction Documents, contains the entire agreement of
the parties with respect to the transactions contemplated hereby and thereby and
supersedes all prior written and oral agreements, and all contemporaneous oral agreements,
relating to such transactions; (d) is governed by, and will be construed and enforced
in accordance with, the laws of the State of Illinois, without giving effect to any
conflict of laws rules; and (f) is binding upon, and will inure to the benefit of,
the parties and their respective successors and permitted assigns. The due performance or
observance by a party of any of its obligations under this Agreement may be waived only by
a writing signed by the party against whom enforcement of such waiver is sought, and any
such waiver will be effective only to the extent specifically set forth in such writing.
The waiver by a party of any breach or violation of any provision of this Agreement will
not operate as, or be construed to be, a waiver of any subsequent breach or violation
hereof. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction. 



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SIGNATURE PAGE TO
ASSET PURCHASE AGREEMENT 



		
	 	SELLERS: 
	 	
GT DISTRIBUTION, LLC
	 	

By: /s/ Paul Jarrell
	 	
Title: Vice President, Chief Financial Officer and Secretary
	 	

SCHAEFF LIFT TRUCK INC.
	 	

By: /s/ Paul Jarrell
	 	
Title: Vice President, Chief Financial Officer and Secretary
	 	

CRANE & MACHINERY, INC.
	 	

By: /s/ Paul Jarrell
	 	
Title: Vice President, Chief Financial Officer and Secretary
	 	

BUYER: 
	 	
VERI-TEK INTERNATIONAL, CORP.
	 	

By: /s/ Andrew Rooke
	 	
Title: President and Chief Operating Officer








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	 	BUYER SUBSIDIARIES: 
	 	

MANITEX LIFTKING, ULC
	 	

By: /s/ Andrew Rooke
	 	
Title: President and Chief Operating Officer
	 	

MANITEX, INC.
	 	

By: /s/ Andrew Rooke
	 	
Title: President and Chief Operating Officer









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INDEX OF DEFINED TERMS 



The following terms are defined in
the Agreement on the following page:  



	 	
	Definition  	Page 
	
CASES 	 
	
12-31-06 Balance Sheet 	9 
	
Accounts Receivable 	3 
	
Affiliate 	15 
	
Agreement 	1 
	
Assumed Business Agreements 	2 
	
Assumed Warranty Liabilities 	4 
	
Beneficial Rights 	7 
	
Business Agreements 	2 
	
Business Permits 	2 
	
Buyer 	1 
	
Closing 	17 
	
Closing Date 	17 
	
COBRA 	6 
	
Confidential Information 	20 
	
control 	15 
	
Current Financial Statements 	9 
	
Dispute 	21 
	
Environmental Liabilities 	7 
	
Environmental Rule 	7 








-1-








	 	
	Definition  	Page 
	
ERISA 	6 
	
Excluded Assets 	3 
	
Excluded Business Agreements 	4 
	
Excluded Liability 	5 
	
Facilities 	1 
	
Financial Statement Date 	10 
	
Financial Statements 	9 
	
Governmental Entities 	6 
	
Hazardous Substance 	6 
	
Indemnitor 	20 
	
Intellectual Property 	2 
	
Inventory 	2 
	
Liability 	10 
	
Liens 	12 
	
Noble Forklift Production 	1 
	
Pension Plan 	3 
	
Person 	15 
	
Proceeding 	20 
	
Purchase Price Allocation 	8 
	
Purchased Assets 	1 
	
Related Party 	15 
	
Seller 	1 
	
Seller Indemnitee 	19 
	
Tax Returns 	10 








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	Definition  	Page 
	
Taxes 	10 
	
Transaction Documents 	18 
	
WARN Act 	6 
	
Welfare Plan 	3 








-3-











INDEX OF SCHEDULES 



	  	
	  	Page 
	
OTHER AUTHORITIES  	 
	
Schedule 2.01(a)  	2 
	
Schedule 2.03(g)  	5 
	
Schedule 4.01  	8 
	
Schedule 4.05  	9 
	
Schedule 4.06  	9 
	
Schedule 4.07  	10 
	
Schedule 4.08  	11 
	
Schedule 4.09  	11 
	
Schedule 4.10  	12 
	
Schedule 4.11  	12 
	
Schedule 4.12  	12 
	
Schedule 4.14  	13 
	
Schedule 4.15  	13 
	
Schedule 4.16  	13 
	
Schedule 4.17  	13 
	
Schedule 4.18  	13 
	
Schedule 4.19  	14 
	
Schedule 4.20  	14 
	
Schedule 4.21  	15 
	
Schedule 4.22  	17 
	
Schedule 4.23  	15 










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