LIMITED LIABILITY COMPANY INTEREST PURCHASE

                                       AND

                          ASSET CONTRIBUTION AGREEMENT

                                 BY AND BETWEEN

  ALLIED PRODUCTS CORPORATION, BUSH HOG INVESTORS, L.L.C. AND BUSH HOG, L.L.C.



                          Dated as of October 21, 1999

<PAGE>





                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>






<S>     <C>                                                                                                      <C>
Article 1             Purchase And Sale Transactions..............................................................1

         1.1.         Purchase and Sale Transactions..............................................................1
         1.2.         Excluded Assets.............................................................................2
         1.3.         Assumed Liabilities.........................................................................2
         1.4.         Excluded Liabilities........................................................................3
         1.5.         Purchase Price Computation and Adjustments and Payment......................................6
         1.6.         Closing Date...............................................................................10
         1.7.         Closing Date Deliveries....................................................................11
         1.8.         Further Assurances.........................................................................13

Article 2             Representations, Warranties And Covenants Of Allied........................................13

         2.1.         Due Organization...........................................................................14
         2.2.         Power and Authority........................................................................14
         2.3.         Subsidiaries and Investments...............................................................14
         2.4.         Authority..................................................................................14
         2.5.         Financial Statements.......................................................................15
         2.6.         Operations Since December 31, 1998.........................................................15
         2.7.         No Undisclosed Liabilities.................................................................16
         2.8.         Taxes......................................................................................16
         2.9.         Availability of Purchased Assets and Legality of Use.......................................17
         2.10.        Real Property..............................................................................18
         2.11.        Accounts Receivable........................................................................19
         2.12.        Inventory..................................................................................19
         2.13.        Licenses...................................................................................20
         2.14.        Title to Property..........................................................................20
         2.15.        Employee Relations.........................................................................20
         2.16.        Status of Contracts........................................................................21
         2.17.        No Violations, Litigation or Regulatory Action.............................................22
         2.18.        Environmental Matters......................................................................22
         2.19.        Insurance..................................................................................23
         2.20.        Customers..................................................................................24
         2.21.        Suppliers..................................................................................24
         2.22.        Product Liability; Product and Service Warranties..........................................25
         2.23.        Intellectual Property......................................................................25
         2.24.        Broker or Finder...........................................................................26
         2.25.        Year 2000 Compliance and Readiness Matters.................................................26
         2.26.        Employee Plans.............................................................................27
         2.27.        Ownership..................................................................................28
         2.28.        Capitalization.............................................................................28
         2.29.        Status of the Company......................................................................28
         2.30.        Great Bend Bonds...........................................................................29
         2.31.        Sales Representatives......................................................................29
         2.32.        Current Product Lines......................................................................29
         2.33.        Disclosure.................................................................................29

Article 3             Representations, Warranties And Covenants Of Crown.........................................29

         3.1.         Organization of Crown......................................................................30
         3.2.         Authority of Crown.........................................................................30
         3.3.         Financial Matters..........................................................................30
         3.4.         No Broker or Finder........................................................................30

Article 4             Actions Prior To The Closing Date..........................................................30

         4.1.         Investigation of the Divisions and Allied by Crown.........................................30
         4.2.         Preserve Accuracy of Representations and Warranties........................................31
         4.3.         Consents and Approvals.....................................................................32
         4.4.         Interim Financial Statements...............................................................32
         4.5.         No Public Announcements....................................................................32
         4.6.         Termination or Modification of Intercompany Agreements.....................................32
         4.7.         Environmental Surveys......................................................................32
         4.8.         No Other Negotiations......................................................................33
         4.9.         Title Insurance and Surveys................................................................34
         4.10.        Bulk Sales Act Compliance..................................................................35
         4.11.        Management Information Systems.............................................................35
         4.12.        Business Activity of the Company...........................................................35
         4.13.        Loan Secured by Allied's Interest in the Company...........................................35

Article 5             Other Agreements...........................................................................36

         5.1.         Non-Competition Agreements.................................................................36
         5.2.         Management Services........................................................................36
         5.3.         Limited Liability Company Agreement........................................................36
         5.4.         Employment Agreements......................................................................36
         5.5.         Miscellaneous Insurance Matters............................................................36
         5.6.         Discharge of Excluded Liabilities and Assumed Liabilities..................................37
         5.7.         Name.......................................................................................37
         5.8.         Payment of Great Bend Bonds................................................................37
         5.9.         Great Bend Manufacturing Plant.............................................................37

Article 6             Conditions Precedent To Obligations Of Crown...............................................37

         6.1.         No Misrepresentation or Breach of Covenants and Warranties.................................37
         6.2.         Corporate Action...........................................................................38
         6.3.         No Restraint or Litigation.................................................................38
         6.4.         Necessary Actions..........................................................................38
         6.5.         Legal Opinion..............................................................................38
         6.6.         Release of Obligations under Letters of Credit of the Divisions............................39
         6.7.         Estoppel Certificates......................................................................39
         6.8.         Allied Loan................................................................................39
         6.9.         Other Documentation........................................................................39

Article 7             Conditions Precedent To Obligations Of Allied..............................................39

         7.1.         No Misrepresentation or Breach of Covenants and Warranties.................................40
         7.2.         Company Action.............................................................................40
         7.3.         No Restraint or Litigation.................................................................40
         7.4.         Certain Approvals..........................................................................40
         7.5.         Legal Opinion..............................................................................40
         7.6.         Financial Matters..........................................................................40
         7.7.         Other Documentation........................................................................40

Article 8             Indemnification............................................................................41

         8.1.         Indemnification by Allied..................................................................41
         8.2.         Indemnification by Crown...................................................................42
         8.3.         Indemnification by the Company.............................................................43
         8.4.         Limitation of Damages......................................................................43
         8.5.         Notice of Claims...........................................................................44

Article 9             Employees And Employee Benefit Plans.......................................................45

         9.1.         Employment.................................................................................45
         9.2.         401(k) Plans...............................................................................47

Article 10            Termination................................................................................48

         10.1.        Termination................................................................................48
         10.2.        Remedies...................................................................................48
         10.3.        Risk of Loss...............................................................................49

Article 11            General Provisions.........................................................................50

         11.1.        Confidential Nature of Information.........................................................50
         11.2.        Governing Law and Forum....................................................................50
         11.3.        Records, Ongoing Cooperation...............................................................50
         11.4.        Notices....................................................................................51
         11.5.        Successors and Assigns.....................................................................53
         11.6.        Entire Agreement; Amendments...............................................................53
         11.7.        Waivers....................................................................................53
         11.8.        Expenses...................................................................................53
         11.9.        Sales and Transfer Taxes...................................................................53
         11.10.       Execution of Counterparts..................................................................54
         11.11.       Certain Provisions Relating to Consents....................................................54
         11.12.       Litigation Support.........................................................................55

Article 12            Definitions................................................................................56

         12.1.        "A/R List".................................................................................56
         12.2.        "Accounts Payable".........................................................................56
         12.3.        "Accounts Receivable"......................................................................56
         12.4.        "Accrued Commissions"......................................................................56
         12.5.        "Accrued Payroll Items"....................................................................56
         12.6.        INTENTIONALLY OMITTED .....................................................................56
         12.7.        "Active Employees".........................................................................56
         12.8.        "Adjusted Current Assets"..................................................................56
         12.9.        "Adjusted Current Liabilities".............................................................56
         12.10.       "Adjustment Report"........................................................................56
         12.11.       "Affiliate"................................................................................56
         12.12.       "Agreement"................................................................................57
         12.13.       "Allied"...................................................................................57
         12.14.       "Allied 401K Plans"........................................................................57
         12.15.       "Allied's Accountant"......................................................................57
         12.16.       "Allied Group".............................................................................57
         12.17.       "Allied Trustee"...........................................................................57
         12.18.       "Alternative Acquisition"..................................................................57
         12.19.       "Annual Statement".........................................................................57
         12.20.       "Arbiter"..................................................................................57
         12.21.       "Assets"...................................................................................58
         12.22.       "Assumed Liabilities"......................................................................58
         12.23.       "Banks"....................................................................................58
         12.24.       "Bank Lien"................................................................................58
         12.25.       "Base Adjusted Net Tangible Investment"....................................................58
         12.26.       "Base Adjusted Working Capital"............................................................58
         12.27.       "Base Long Term Assumed Liabilities".......................................................58
         12.28.       "Bond Trustee".............................................................................58
         12.29.       "Bond Trust Indenture".....................................................................58
         12.30.       "Capitalized Leases".......................................................................58
         12.31.       "Chicago Office"...........................................................................58
         12.32.       "Claiming Party"...........................................................................59
         12.33.       "Closing"and "Closing Date"................................................................59
         12.34.       "Closing Date A/R".........................................................................59
         12.35.       "Closing Date Adjusted Net Tangible Investment"............................................59
         12.36.       "Closing Date Adjusted Working Capital"....................................................59
         12.37.       "Closing Date Balance Sheet"...............................................................59
         12.38.       "Closing Date Long Term Assumed Liabilities"...............................................59
         12.39.       "Closing Date Middlebrooks Retirement Liability"...........................................59
         12.40.       "Closing Date Capitalized Tractor Lease Obligations".......................................59
         12.41.       "Code".....................................................................................59
         12.42.       "Commitments"..............................................................................59
         12.43.       "Company Defined Contribution Plan"........................................................60
         12.44.       "Company Employees"........................................................................60
         12.45.       "Company Trustee"..........................................................................60
         12.46.       "Contracts"................................................................................60
         12.47.       "Credit Agreement".........................................................................60
         12.48.       "Current Product Lines"....................................................................60
         12.49.       "Crown"....................................................................................60
         12.50.       "Crown Group"..............................................................................60
         12.51.       "December 31, 1998 Balance Sheet"..........................................................60
         12.52.       "Discrimination Suit"......................................................................60
         12.53.       "Divisions"................................................................................60
         12.54.       "Divisions Agreements".....................................................................61
         12.55.       "Employees"................................................................................61
         12.56.       "Employee Pension Benefit Plans"...........................................................61
         12.57.       "Employee Welfare Benefit Plans"...........................................................61
         12.58.       "Enforceability Exceptions"................................................................61
         12.59.       "Environmental Health and Safety Laws".....................................................61
         12.60.       "Environmental Review".....................................................................61
         12.61.       "EEOC".....................................................................................61
         12.62.       "ERISA"....................................................................................61
         12.63.       "ERISA Affiliate"..........................................................................61
         12.64.       "Estimated Adjustments"....................................................................61
         12.65.       "Estimated Purchase Price".................................................................62
         12.66.       "Estoppel Certificate".....................................................................62
         12.67.       "Excluded Assets"..........................................................................62
         12.68.       "Excluded Liabilities".....................................................................62
         12.69.       "Existing Liens"...........................................................................62
         12.70.       "Final Adjusted Net Tangible Investment"...................................................62
         12.71.       "Final Long Term Assumed Liabilities"......................................................62
         12.72.       "Final Middlebrooks Retirement Liability"..................................................62
         12.73.       "Final Adjusted Working Capital"...........................................................63
         12.74.       "Financial Statements".....................................................................63
         12.75.       "Fixed Assets".............................................................................63
         12.76.       "Formation"................................................................................63
         12.77.       "GAAP".....................................................................................63
         12.78.       "Governmental Agency"......................................................................63
         12.79.       "Governmental Charges".....................................................................63
         12.80.       "Great Bend Bonds".........................................................................63
         12.81.       "Hazardous Materials"......................................................................64
         12.82.       "Inactive Employees".......................................................................64
         12.83.       "Indemnifiable Damages"....................................................................64
         12.84.       "Indemnity Security Agreement".............................................................64
         12.85.       "Intellectual Property Rights".............................................................64
         12.86.       "Intercompany Agreements"..................................................................64
         12.87.       "Interests"................................................................................64
         12.88.       "Interim Statements".......................................................................64
         12.89.       "Inventory"................................................................................65
         12.90.       "Lease"....................................................................................65
         12.91.       "Leased Real Property".....................................................................65
         12.92.       "Letters of Credit"........................................................................65
         12.93.       "Letter of Intent".........................................................................65
         12.94.       "Licenses".................................................................................65
         12.95.       "Liens"....................................................................................65
         12.96.       "Limited Liability Company Agreement"......................................................65
         12.97.       "Manufacturing Lease"......................................................................65
         12.98.       "Material Adverse Effect"..................................................................65
         12.99.       "Middlebrooks Retirement Liability"........................................................65
         12.100.      "Money Purchase Plan"......................................................................66
         12.101.      "Most Recent Balance Sheet"................................................................66
         12.102.      "Non-claiming Party".......................................................................66
         12.103.      "Non-Competition Agreement"................................................................66
         12.104.      "Objection Notice".........................................................................66
         12.105.      "Offices"..................................................................................66
         12.106.      "Other Assumed Capitalized Leases".........................................................66
         12.107.      "Owned Real Property"......................................................................66
         12.108.      "Permit"...................................................................................66
         12.109.      "Permitted Exceptions".....................................................................66
         12.110.      "Person"...................................................................................67
         12.111.      "Personal Property Existing Liens".........................................................67
         12.112.      "Personal Property Permitted Exceptions"...................................................67
         12.113.      "Plants"...................................................................................67
         12.114.      "Post-Closing Claims"......................................................................67
         12.115.      " Pre-Acquisition Liabilities".............................................................67
         12.116.      "Prepaids".................................................................................67
         12.117.      "Product"..................................................................................67
         12.118.      "Purchase Price"...........................................................................67
         12.119.      "Purchase Price Allocation Schedule".......................................................67
         12.120.      "Purchased Assets".........................................................................67
         12.121.      "Real Estate Existing Liens"...............................................................69
         12.122.      "Real Estate Permitted Exceptions".........................................................69
         12.123.      "R&D Lease"................................................................................69
         12.124.      "Recalls"..................................................................................69
         12.125.      "Remediation Costs"........................................................................69
         12.126.      "Sales Representatives"....................................................................69
         12.127.      "Series A Bonds"...........................................................................70
         12.128.      "Series B Bonds"...........................................................................70
         12.129.      "Services".................................................................................70
         12.130.      "Significant Customers"....................................................................70
         12.131.      "Stub Period"..............................................................................70
         12.132.      "Superior Proposal"........................................................................70
         12.133.      "Surveys"..................................................................................70
         12.134.      "Termination Fee"..........................................................................70
         12.135.      "Total Salaried Savings Plan Transfer Amount"..............................................70
         12.136.      "Tractor Leases"...........................................................................70
         12.137.      "Transfer


</TABLE>


<PAGE>



                                    SCHEDULES
                                    ---------


                  1.5(a)               Purchase Price Adjustments
                  1.5(b)               Inventory Valuation Principles
                  1.5(d)               Purchase Price Allocation
                  2.1                  Jurisdictions; Qualifications
                  2.2                  Foreign Qualifications
                  2.3                  Subsidiaries and Investments
                  2.4                  Defaults
                  2.5                  Financial Statements
                  2.6(b)               Operations Outside of the Ordinary Course
                  2.8                  Tax Audits
                  2.9                  Leased Personal Property
                  2.10(a)              Description of Real Estate
                  2.10(b)              Leased Real Property
                  2.10(c)              Eminent Domain
                  2.11                 Accounts Receivable
                  2.13                 Licenses
                  2.14                 Personal Property Permitted Exceptions
                  2.15                 Collective Bargaining Agreements,
                                             Employee Benefit Plans, Employee
                                             Agreements
                  2.16                 Contracts
                  2.17                 Litigation
                  2.18                 Environmental Matters
                  2.19                 Insurance
                  2.20                 Significant Customers
                  2.21                 Suppliers
                  2.22                 Product Warranties
                  2.23                 Intellectual Property Rights
                  2.25                 Y2K Matters
                  2.26                 Employee Plans
                  2.31                 Sales Representatives
                  2.32                 Current Product Lines
                  4.6                  Intercompany Agreements
                  4.7                  Environmental Remediation
                  4.9                  Surveys
                  6.4                  Contract Consents Required
                  12.120 (a)           Fixed Assets
                  12.120 (b)           Owned Real Property
                  12.120  (c)          Contracts
                  12.120  (d)          Licenses



<PAGE>




                                    EXHIBITS
                                    --------

                  1.2(c)               Great Bend Land Descriptions
                  2.5                  Copies of Financial Statements
                  5.1                  Non-Competition Agreement
                  5.3                  Limited Liability Company Agreement





<PAGE>



  LIMITED LIABILITY COMPANY INTEREST PURCHASE AND ASSET CONTRIBUTION AGREEMENT
  ----------------------------------------------------------------------------

         This Limited Liability Company Interest Purchase and Asset Contribution
Agreement  (the  "Agreement"),  dated as of  October  21,  1999,  is made by and
between  Bush Hog  Investors,  L.L.C.,  a  Delaware  limited  liability  company
("Crown"),  Allied Products Corporation,  a Delaware corporation ("Allied"), and
Bush Hog, L.L.C., a Delaware limited liability company (the "Company").

                                    RECITALS
                                    --------

         A.  Allied  is a  diversified  manufacturer  of  agricultural  and turf
equipment,  industrial presses and other machinery  products.  Allied's Bush Hog
and Great Bend  Manufacturing  Company  divisions  (individually  "Bush Hog" and
"Great Bend", collectively, the "Divisions") are engaged in the manufacturing of
agricultural   implements  and  machinery  and  turf   equipment,   and  in  the
manufacturing of front-end loaders, respectively (the "Business"). All undefined
capitalized terms shall have the same meanings ascribed to them in Article 12.

         B.  Simultaneous with the Closing:  (i) Allied shall sell,  contribute,
transfer  and assign to the Company the  Purchased  Assets (as defined  herein),
subject solely to the Assumed Liabilities (as defined herein); (ii) Allied shall
sell to Crown,  and Crown  shall  purchase  from  Allied,  eighty and  one-tenth
percent (80.1%) of the limited  liability  company interests in the Company (the
"Interests");  and (iii) Crown and Allied  shall enter into a Limited  Liability
Company  Agreement  for the Company in the form of Exhibit 5.3 attached  hereto,
all on the terms and subject to the conditions set forth herein.

         C.  Allied has  granted a security  interest  (the "Bank  Lien") in the
Purchased  Assets pursuant to the Second Amended and Restated  Credit  Agreement
dated as of February 1, 1999 as  subsequently  amended (the "Credit  Agreement")
among  Allied,  LaSalle  National  Bank and Bank of  America  (collectively  the
"Banks").  Simultaneous with the Closing, Allied shall borrow an amount, secured
by its continuing 19.9% limited liability company interest in the Company which,
together  with the  Estimated  Purchase  Price to be paid at  Closing,  shall be
sufficient to discharge all of Allied's  obligations  under the Credit Agreement
and obtain at Closing a release of the Bank Lien.

         The parties  therefore agree, for good and valuable  consideration,  as
follows:

                                   Article 1

                         Purchase And Sale Transactions
                         ------------------------------

         1.1. Purchase and Sale Transactions.
              -------------------------------

         On the terms and subject to the conditions set forth in this Agreement,
Allied shall, on or contemporaneous  with the Closing Date: (A) first, cause the
Formation  of the  Company,  (B) then,  sell,  contribute,  transfer,  set over,
deliver and assign to the Company all of the Purchased  Assets,  subject only to
the Assumed Liabilities and the Permitted Exceptions, lease and sublease certain
of the Excluded Assets to the Company but retain all other Excluded Assets,  and
(C) then, in consideration  of the Purchase Price,  sell and assign to Crown the
Interests, free and clear of all Liens.

         1.2. Excluded Assets.
              ----------------

         Allied shall not  contribute  to the  Company,  and shall  retain,  the
following ("Excluded Assets"):

(a)      any asset not included in the Purchased Assets;

(b)      all cash and cash  equivalents of Allied (except for petty cash located
         at the Plants and  Offices  and imprest  accounts)  including  all cash
         generated by the Divisions prior to the Closing;

(c)      subject to  Section  5.9,  all of Tracts 1, 2, 3 and 4, in Great  Bend,
         Kansas, including the Great Bend Lake, as defined and further described
         in Exhibit  1.2(c) and all  improvements  thereon  other than any Fixed
         Assets described in Section 12.120(a);

(d)      all rights of Allied under this Agreement; and

(e)      the names "Allied  Products  Corporation,"  "Allied" and all variations
         thereof or any right to use the same alone or in conjunction with other
         words; provided,  that the Company shall be permitted to use the Allied
         name,  to the extent  such name  exists on  tangible  items  including,
         without  limitation,   finished  goods,  supplies,   labels  and  sales
         literature  transferred pursuant to this Agreement,  for a commercially
         reasonable  period,  but not in excess of twelve (12) months  after the
         Closing Date (or 60 days after the Closing Date for paper documents);

(f)      claims arising out of Excluded Assets or Excluded Liabilities;

(g)      corporate  records and financial records required by law to be retained
         by Allied,  except  that  copies of such  records  shall be included in
         Purchased Assets.

         1.3. Assumed Liabilities.
              --------------------

         Concurrent with the transfer of the Purchased  Assets to the Company on
the Closing  Date,  the Company shall  assume,  undertake or possess  solely the
following   liabilities,   commitments   and   obligations   of  the   Divisions
(collectively, the "Assumed Liabilities"):

(a)      for  Employees  hired by the  Company  as of the  Closing,  the  wages,
         salaries and  commissions  payable to such Employees for the pay period
         which includes the Closing Date, and accrued vacation and sick pay, for
         such  Employees,  but only to the extent included in the calculation of
         Final Adjusted Working Capital (the "Accrued Payroll Items");

(b)      commissions  payable  to  Sales  Representatives  with  respect  to the
         Accounts  Receivables  included in the  Purchased  Assets to the extent
         included in the calculation of Final Adjusted Working Capital ("Accrued
         Commissions");

(c)      the obligations under (i) the Capitalized Leases for the truck tractors
         listed on Schedule  1.5(a) (the  "Tractor  Leases")  and (ii) the other
         Capitalized  Leases  listed on  Schedule  1.5(a)  (the  "Other  Assumed
         Capitalized Leases") and (iii) other Contracts, excluding any liability
         for a breach  thereunder  arising out of or  accruing  from events that
         occurred  prior  to  the  Closing  including  without   limitation  any
         liability of the nature contemplated in Section 1.4(h);

(d)      the  obligations  and  liabilities  incurred in the ordinary  course of
         business (except to the extent resulting from, arising out of, relating
         to,  or  caused  by any  tort,  breach  of  contract,  infringement  or
         violation  of law);  provided,  however,  obligations  and  liabilities
         related to  employees  and employee  benefits are included  only to the
         extent described in Section 1.3(a) and 1.3(i);

(e)      the obligations and liabilities  incurred in the ordinary course of the
         business  of the  Divisions  to hold,  store or retain  finished  goods
         located at any facility of the business of the  Divisions for customers
         who have previously purchased such goods;

(f)      any  liability,  commitment  or  obligation  regarding  any  claim  for
         warranty  claims for  Products  manufactured  or sold prior to Closing,
         irrespective  of the time of occurrence or assertion of such liability,
         commitment or obligation;

(g)      the obligations and liabilities listed or reflected in the Closing Date
         Balance Sheet (except Excluded Liabilities),  to the extent included in
         the Final  Adjusted  Working  Capital  or the Final  Long Term  Assumed
         Liabilities;

(h)      any liability, commitment or obligation regarding any claim for product
         liability for events  occurring on or after Closing for products within
         the Current Product Lines,  irrespective of when the relevant  products
         within such Current  Product Lines were  manufactured  or sold,  except
         products  manufactured or sold by Great Bend or Universal Turf prior to
         their acquisition by Allied (the "Pre-Acquisition Liabilities"); and

(i)      the  obligation  to  pay  supplemental  retirement  payments  to  Bobby
         Middlebrooks  under  the  Allied  Products   Corporation   Nonqualified
         Deferred  Compensation Plan adopted on July 23, 1997 (the "Middlebrooks
         Retirement Liability").

         1.4. Excluded Liabilities.
              ---------------------

         The  Company  shall not  assume or  otherwise  be  responsible  for any
liabilities  or  obligations  of Allied  (other  than the  Assumed  Liabilities)
whether or not  attributable to the Divisions or otherwise,  direct or indirect,
known  or  unknown,  absolute  or  contingent.  By way of  illustration  but not
limitation,  the Company shall not assume or otherwise be responsible for any of
the  following  liabilities,  obligations  or  commitments  of Allied and/or the
Divisions or any of its or their Affiliates, (the "Excluded Liabilities"):

(a)      any Governmental Charge arising from the operation of Allied, the
         Divisions or Assets on or prior to the Closing Date;

(b)      any liability of Allied to any  Affiliate,  or any Affiliate to Allied,
         including  any  liability  relating  to any lease or  sublease of Fixed
         Assets;

(c)      any cost, broker's or finder's fee or expense  incurred incident to the
         negotiation or preparation of this Agreement or the performance and
         compliance with the agreements and conditions  contained herein
         including,  without limitation,  fees, if any, due to J.P. Morgan
         Securities Inc. or J.P. Morgan & Co. Incorporated;

(d)      any liability,  obligation or commitment relating to those certain City
         of Great Bend,  Kansas Industrial  Revenue Refunding  Improvement Bonds
         Series A, 1994 and Series B, 1994 in the aggregate  principal amount at
         the time of  issuance  of  $1,250,000  (the  "Series  A Bonds"  and the
         "Series  B  Bonds",   respectively   and  the   "Great   Bend   Bonds",
         collectively), and governed by that certain Trust Indenture dated as of
         March 1, 1994 (the "Bond Trust  Indenture"),  between the City of Great
         Bend, Kansas, as issuer,  and Union National Bank of Wichita,  Wichita,
         Kansas,  as Trustee (the "Bond  Trustee"),  which Allied  represents as
         having a Seven Hundred Thousand Dollar ($700,000)  principal  remaining
         at March 1, 1999, and an average interest rate of six percent (6%);

(e)      any debt, liability,  obligation or commitment to banks or for borrowed
         money, including,  without limitation,  that certain Second Amended and
         Restated Credit Agreement dated as of February 1, 1999, as subsequently
         amended among Allied and the Banks;

(f)      any  liabilities  and  obligations  related to  employees  or  employee
         benefits  including,  without  limitation,  any  obligation  for wages,
         commissions,  vacation and holiday pay,  sick pay,  bonuses,  severance
         pay, retiree or employee medical benefits,  underfunding of any defined
         benefit  plan,  withdrawal  liability  or  partial  wind-up  or similar
         liability  under law or the  provisions of any plan, or any  obligation
         under any employment  agreement or common law  employment  relationship
         and  any  statutory  obligation  to  provide  continuation  of  medical
         benefits  pursuant to Section 4980B of the Code or applicable  state or
         provincial  law  but,  notwithstanding  the  foregoing,  excluding  any
         liabilities  with  respect  to the  Middlebrooks  Retirement  Liability
         included as an Assumed Liability and the Accrued Payroll Items;

(g)      except for specifically  described Assumed Liabilities,  any liability,
         obligation or commitment of: (i) Allied or its  Affiliates,  other than
         the Company,  incurred after the Closing Date; or (ii) Allied's  Verson
         Division.

(h)      any  liability  the  existence  of which would  constitute  a breach or
         inaccuracy of, or failure to comply with,  any of the  representations,
         warranties,  covenants  or  agreements  of any party  other  than Crown
         hereunder;

(i)      any liability, commitment or obligation regarding any claim relating to
         product liability for (A) products not within the Current Product Lines
         (B)  Pre-Acquisition   Liabilities  and  (C)  events  occurring  before
         Closing, including, without limitation, any obligations and liabilities
         related to that certain asserted  product  liability claim described on
         page 8 of Allied's Form 10-Q for the  quarterly  period ended March 31,
         1999,  in which the amount of damages  claimed  against the  defendants
         exceeds Allied's liability  insurance limits (known as Haynes & Griffin
         v. Bush Hog);

(j)      any  liability,  commitment or obligation  arising from  Allied's,  its
         Divisions' or their respective predecessors', or the Company's activity
         prior to Closing relating to the Environmental  Health and Safety Laws;
         or the  existence  of  Hazardous  Materials  at any  Plants  or on Real
         Property  now or  previously  owned or  leased  by Allied or any of the
         Divisions,  or  their  respective  predecessors;   or  the  deposit  of
         Hazardous  Materials  by Allied or its  Divisions  or their  respective
         predecessors  including,  without limitation,  all of the environmental
         matters  referenced  in  Allied's  Form 10-K for the fiscal  year ended
         December 31, 1998;

(k)      any liability,  commitment or obligation arising under or with respect
         to the workers' compensation  including Federal,  state or provincial
         (including,  without limitation,  Ontario and Saskatchewan) statutes
         relating to occupational health and safety with  respect to injuries
         occurring or  occupational  illnesses  alleged to have begun prior to
         the Closing  Date  (including relapses and  aggravations of injuries
         (as determined by the appropriate  federal,  state or provincial
         governing body) after the Closing relating to accidents or injuries and
         occupational  diseases  occurring before the Closing Date) including
         without limitation any costs, fees,  charges,  fines or penalties
         resulting from any audits of any Plant with respect to periods prior
         to Closing),  premium assessments applicable to the periods prior to
         the Closing,  adjustments (both credits and charges), for whatever
         reason, to the assessed premiums for periods prior to the Closing and
         all ongoing claims  administration  and related fees and expenses
         including  case  management,  rehabilitation  and return to work costs
         relating to Employees  involved in accidents prior to the Closing Date;

(l)      any  liability,  commitment or obligation of Allied or the Divisions to
         any finance company  financing the purchase of Products relating to any
         Products  sold or  ordered  prior  to the  Closing,  including  without
         limitation any guarantees, rebates, allowances, take-back agreements or
         similar commitments;

(m)      any  liability,  commitment  or  obligation  of Allied  relating to the
         matters  described on page 43 of Allied's Form 10-K for the fiscal year
         ended December 31, 1998, for liabilities related to Allied's agreements
         with  certain  executive  officers  that  provide  payments  of  up  to
         approximately  three (3)  years'  compensation  if within  one (1) year
         following a defined change in ownership or control of Allied,  there is
         an involuntary  termination of such executive's  employment or patterns
         of activity  during such period by Allied that cause the  executive  to
         resign;

(n)      any liabilities,  commitments or obligations  arising as a result of
         actual or alleged  occurrences of misconduct by officers, directors and
         employees of Allied and its Affiliates  including employment practices,
         EEOC, crimes or breaches of fiduciary duties for incidents  occurring
         prior to the Closing Date irrespective of the reporting date,
         including,  without limitation:
         (1) the  shareholder  class action lawsuit filed in the United States
         District Court for the Northern District of Illinois, styled Great Neck
         Capital  Appreciation  Investment  Partnership,  L.P.  v.  Richard A.
         Drexler,  et al.;  and (2) the race discrimination  class action suit
         brought by seven plaintiffs who are current and former employees,
         styled Quintin Alexander, Freddie Holmes,  Henry Hall, Jerry Wilson,
         Roger Hall, Bert Scott and Darriel Hollman v. Bush Hog Division of
         Allied Products Corporation, or any subsequent members of such class or
         any such plaintiffs  individually,  for matters related thereto ("the
         "Discrimination Suit"), except to the extent set forth in Section 11.12
         below;

(o)      any liabilities, commitments or obligations related to Excluded Assets,
         Capitalized  Leases not listed on Schedule 1.5(a) and operating  leases
         of personal property not listed on Schedule 2.9; and

(p)      any liabilities,  commitments or obligations  related to the obligation
         to repurchase  equipment and/or inventory from dealers terminated prior
         to  Closing,  or  arising  out of  events  occurring  prior to  Closing
         relating  thereto,  but only to the extent such obligation  exceeds the
         fair market value of such repurchased  inventory and/or equipment based
         on the  sale  price  received  by  the  Company  on a  resale  of  such
         repurchased  equipment and/or  inventory,  or as otherwise agreed to in
         writing by the Company and a dealer,  in each case,  less the Company's
         costs  of   repossession,   storage,   handling,   transportation   and
         refurbishment.

         1.5. Purchase Price Computation and Adjustments and Payment.
              -------------------------------------------------------

(a)      Computation and Adjustments.  The Purchase Price  (collectively,  the
         ---------------------------
         `Purchase Price') for the Interests shall be One Hundred Twenty Million
         Eighty-Six Thousand Forty-One Dollars ($120,086,041) adjusted as
         follows:  (i) plus or minus an amount equal to eighty and one-tenth
         percent (80.1%) of the increase or the decrease,  respectively,  from:
         (A) the Base Adjusted  Working Capital  to (B) the Final  Adjusted
         Working  Capital;  (ii) plus or minus an amount  equal to eighty  and
         one-tenth  percent (80.1%) of the increase or decrease,  respectively,
         from:  (A) the Base  Adjusted  Net Tangible Investment to (B) the Final
         Adjusted Net Tangible  Investment;  provided,  however,  that if such
         adjustment in this clause (ii) initially  results in an amount owing by
         Allied to Crown,  then Allied  shall have the  obligation  to pay Crown
         only to the extent that such  decrease exceeds  $2,258.90  times the
         number of days which have elapsed between  December 31, 1998 and the
         Closing,  but not in excess of 365 days;  and (iii) plus or minus an
         amount  equal to eighty and  one-tenth  percent (80.1%) of the decrease
         or increase, respectively,  from: (A) the Base Long Term Assumed
         Liabilities to (B) the Final Long Term Assumed Liabilities. For
         purposes of this Section 1.5,  Closing Date Adjusted Working  Capital,
         Closing Date Adjusted Net Tangible  Investment and Closing Date Long
         Term Assumed Liabilities shall be calculated and determined as follows:

(i)               Calculation  of Closing Date  Adjusted  Working  Capital.  The
                  ---------------------------------------------------------
                  "Closing Date Adjusted Working Capital" shall equal the excess
                  of Adjusted  Current  Assets as set forth in the Closing  Date
                  Balance Sheet over Adjusted  Current  Liabilities as set forth
                  in the Closing Date Balance Sheet.

(A)                        The term  "Adjusted  Current  Assets"  shall mean the
                           categories  of current  assets  included  in the Base
                           Adjusted  Working  Capital and shall be computed on a
                           basis  consistent with the computation of such assets
                           in the Base Adjusted Working Capital,

(B)                        The term "Adjusted  Current  Liabilities"  shall mean
                           the  categories of  liabilities  included in the Base
                           Adjusted   Working   Capital   computed  on  a  basis
                           consistent with the  computation of such  liabilities
                           in the Base  Adjusted  Working  Capital but excluding
                           all liabilities which constitute Excluded Liabilities
                           hereof,

(C)                        Schedule  1.5(a)  sets forth the  adjustments  to the
                           working  capital  included in the Divisions'  balance
                           sheet as of June  30,  1999  which  would  have  been
                           required  to  compute  the  "Closing   Date  Adjusted
                           Working   Capital,"   assuming  the  closing  of  the
                           transaction  hereunder had occurred on June 30, 1999.
                           The Base  Adjusted  Working  Capital  was  determined
                           based  on the  items  from the  Divisions'  projected
                           working  capital set forth on  Schedule  1.5(a) as of
                           September 30, 1999.

(ii)              Calculation of Closing Date Adjusted Net Tangible  Investment.
                  --------------------------------------------------------------
                  The "Closing Date Adjusted Net Tangible Investment" shall mean
                  the  amount  of the  Plant and  Equipment  net of  accumulated
                  depreciation as set forth in the Closing Date Balance Sheet.

(iii)             Calculation of Closing Date Long Term Assumed Liabilities. The
                  ----------------------------------------------------------
                  Closing Date Long Term Assumed Liabilities shall be the sum of
                  the Closing Date Capitalized Tractor Lease Obligations and the
                  Closing Date Middlebrooks  Retirement  Liability.  The Closing
                  Date  Capitalized  Tractor Lease  Obligations  and the Closing
                  Date Middlebrooks  Retirement Liability shall be determined as
                  set forth on Schedule 1.5(a).

(iv)              Post-Closing Payment of Closing Date Adjusted Working Capital,
                  --------------------------------------------------------------
                  Closing Date Adjusted Net Tangible Investment and Closing Date
                  --------------------------------------------------------------
                  Long Term Assumed Liabilities.
                  ------------------------------

                     (A)   Within sixty (60) days after the Closing Date,
                           Allied will  prepare,
                           and cause  Allied's  Accountant to audit and deliver
                           to Crown,  the balance  sheet of Divisions as of the
                           close of business on the Closing Date (the  "Closing
                           Date Balance  Sheet")  and will  prepare and deliver
                           to Crown a report (the "Adjustment Report"),  showing
                           the computation  of Closing Date Adjusted  Working
                           Capital, Closing Date Adjusted Net Tangible
                           Investment and Closing Date Long Term Assumed
                           Liabilities,  computed in accordance  with the
                           definitions of Closing Date Adjusted Working Capital,
                           Closing Date Adjusted Net Tangible  Investment and
                           Closing Date Long Term Assumed Liabilities  set forth
                           herein,  and which shall set forth the  adjustment to
                           the Purchase  Price in Section 1.5(a).  Such  Closing
                           Date  Balance  Sheet will be prepared  in  accordance
                           with GAAP  applied on a basis consistent  with  that
                           used in, and in  accordance  with the same accounting
                           principles applied in the Divisions' December 31,
                           1998 Balance Sheet and the  Adjustment Report will be
                           prepared in accordance  with Section  1.5(a) and
                           Schedule  1.5(a).  The  Closing  Date  Balance  Sheet
                           will also  include an opinion of Allied's Accountants
                           that they have audited the Closing Date Balance
                           Sheet, and the Adjustment Report and that such
                           Balance Sheet has been prepared in accordance with
                           GAAP,  applied on a basis  consistent with that used
                           in,  and in  accordance  with  the same  accounting
                           principles  applied  in,  the  preparation  of the
                           Divisions'  December 31, 1998 Balance Sheet and that
                           the Adjustment Report has been prepared in accordance
                           with Schedule  1.5(a) and in  accordance  with the
                           terms of this  Agreement.  The Closing Date Balance
                           Sheet shall include and reflect  information  related
                           to the Business  which becomes  available  after the
                           Closing (other than  subsequent  events), through the
                           date the Closing Date Balance Sheet is prepared,  and
                           which according to GAAP should be reflected in the
                           Closing Date Balance Sheet.

                     (B)   At Crown's  request,  Allied shall  promptly  provide
                           Crown and its  accountants with Allied's
                           and its Accountant's books,
                           records and  workpapers  supporting  the  preparation
                           of the Closing Date Balance Sheet and the  Adjustment
                           Report.  Within 30 days after receipt of the Closing
                           Date Balance  Sheet and the Adjustment Report,  Crown
                           may, by written  notice to Allied,  object to the
                           Closing  Date  Balance  Sheet and  Adjustment  Report
                           (the "Objection  Notice").  Within  twenty-one (21)
                           days following  delivery of the Objection  Notice,
                           Crown and Allied shall  attempt in good faith to
                           resolve all disputes  between them  regarding  these
                           items.  If Crown and Allied  cannot  resolve all such
                           disputes  within such 21 day period,  the matters in
                           dispute  shall be determined by an Arbiter. Promptly,
                           but not later than 21 days after the  acceptance  of
                           its  appointment, the Arbiter will  determine  (based
                           solely on  presentations  by Allied and Crown to the
                           Arbiter and not by independent  review) only those
                           items in dispute and will render a report as to its
                           resolution of such items and the resulting
                           calculation  of such items in dispute.  In resolving
                           any disputed  item,  the Arbiter may not assign a
                           value to such item  greater  than the  greatest value
                           for such item claimed by either party or less  than
                           the  lowest  value for such  item  claimed  by either
                           party,  in each case as  presented  to the Arbiter.
                           For purposes of Arbiter's  calculation of the Closing
                           Date Adjusted Working Capital,  Closing Date Adjusted
                           Net  Tangible  Investment  and/or  Closing  Date Long
                           Term  Assumed  Liabilities the amounts to be included
                           will be the appropriate amounts from the Closing Date
                           Balance Sheet and the Adjustment  Report, as the case
                           may be, as to items that are not in dispute and the
                           amounts determined by the Arbiter,  as to items that
                           are  submitted  for  resolution by the Arbiter. Crown
                           and Allied shall  cooperate  with the Arbiter in
                           making its determination and such determination shall
                           be conclusive and binding upon Crown and Allied. Any
                           fees or expenses payable to the Arbiter shall be paid
                           by the party that does not  substantially  prevail on
                           the disputed issues (as determined by the Arbiter).

                     (C)   If Crown does not timely deliver an Objection Notice,
                           Crown  shall be deemed to have  accepted  the Closing
                           Date Adjusted Working Capital,  Closing Date Adjusted
                           Net Tangible Investment and/or Closing Date Long Term
                           Assumed  Liabilities,  as the case may be.  The terms
                           Final Adjusted  Working  Capital,  Final Adjusted Net
                           Tangible  Investment  and  Final  Long  Term  Assumed
                           Liabilities shall mean: (i) the Closing Date Adjusted
                           Working  Capital,   the  Closing  Date  Adjusted  Net
                           Tangible   Investment  and  Closing  Date  Long  Term
                           Assumed Liabilities,  respectively, if Crown does not
                           timely  deliver  an  Objection  Notice  as set  forth
                           above;  or (ii) if Crown timely delivers an Objection
                           Notice, the applicable amounts determined pursuant to
                           Section 1.5(a)(iv)(B).

                     (D)   Within five days after  determination of the
                           Final Adjusted Working Capital,
                           Final Adjusted Net Tangible  Investment,
                           and/or Final Long Term  Assumed  Liabilities,  as the
                           case may be: (i) Allied  shall pay Crown by wire
                           transfer of immediately  available funds the amount,
                           if any, equal to: (x) eighty and one-tenth  percent
                           (80.1%) of the excess of the Base  Adjusted  Working
                           Capital  over the Final  Adjusted  Working  Capital;
                           (y)  eighty and one-tenth  percent  (80.1%) of the
                           excess of Base Adjusted Net Tangible  Investment over
                           the Final Adjusted Net Tangible Investment  provided,
                           however, that such adjustment in this clause
                           (D)(i)(y) shall only apply to a payment  by Allied to
                           Crown to the  extent  that such  decrease  from the
                           Base  Adjusted  Net  Tangible Investment  exceeds the
                           product of $2,258.90  times the number of days which
                           have elapsed  between  December 31, 1998 and the
                           Closing,  but not in excess of 365 days,  and (z)
                           eighty and one-tenth  percent  (80.1%) of the excess
                           of the Final Long Term Assumed  Liabilities over the
                           Base Long Term Assumed  Liabilities and (ii) Crown
                           shall pay Allied by wire transfer of  immediately
                           available  funds the amount,  if any,  equal to (x)
                           eighty and one-tenth  percent  (80.10%) of the excess
                           of the Final  Adjusted  Working Capital over the Base
                           Adjusted  Working  Capital (y) eighty and one-tenth
                           percent (80.1%) of the excess of the Final Adjusted
                           Net Tangible  Investment  over the Base Adjusted Net
                           Tangible  Investment  and (z) eighty and one-tenth
                           percent (80.1%) of the excess of Base Long Term
                           Assumed  Liabilities over the Final Long Term Assumed
                           Liabilities. Any payment pursuant to this Section
                           (excluding  payments  attributable to interest) will
                           be treated by the parties as an increase or decrease
                           in the Purchase Price and shall be appropriately
                           adjusted to reflect any Estimated  Adjustments  paid
                           at the Closing Date. Each of the payments  required
                           pursuant to this paragraph shall be set off against
                           the others so that only one party  shall make one net
                           payment to the other.  Such payment shall include
                           interest on such payments  calculated at an annual
                           rate of eight percent (8%) from the Closing to the
                           Date of Payment.

                     (E)   Notwithstanding  the  foregoing,  on or  prior to the
                           Closing  Date  Crown and  Allied  shall in good faith
                           attempt to agree on an estimate of the adjustments to
                           the Purchase  Price  pursuant to this Section  1.5(a)
                           (any   such   agreement   herein,    the   "Estimated
                           Adjustments").

(b)      Inventory.  The Inventory as of the Closing Date shall be determined in
         ---------
         accordance  with the inventory  valuation  principles used by the
         Divisions set forth on Schedule  1.5(b) and in conformity  with GAAP on
         a basis  consistent  with past  practice. Immediately  prior to the
         Closing  Date,  Allied,  at its sole cost,  shall cause the  Divisions
         to take,  and Crown (and its agents) may observe,  a physical  count of
         the  Inventory  using  procedures  consistent with the  Divisions' past
         physical inventory  practices.  Each  party,  and its  representatives,
         shall have full  access to all work papers and records of such physical
         count.  The physical  inventory shall be priced in accordance with such
         principles with appropriate adjustments for obsolete, used,
         slow-moving,  overstock,  damaged or defective goods in accordance with
         the valuation principles set forth on Schedule 1.5(b). Any  adjustments
         of  inventory  required as a result of the physical  inventory shall be
         reflected in the inventory  included  in the  Closing  Balance  Sheet.
         Any  disputes  under this  section  shall be resolved by the Arbiter in
         accordance with Section 1.5(a)(iv)(B).

(c)      Payment.  On the Closing Date, One Hundred  Twenty  Million  Eighty-Six
         -------
         Thousand  Forty-One Dollars  ($120,086,041)  adjusted for the Estimated
         Adjustments (the "Estimated  Purchase Price") shall be paid by Crown to
         Allied by wire transfer of immediately available funds.

(d)      Allocation.   The  Purchase  Price  plus  the  Assumed   Liabilities
         ----------
         shall  be  allocated  among  the  Purchased  Assets and Non-Competition
         Agreement,  in accordance with an allocation Schedule (the "Purchase
         Price Allocation  Schedule") prepared by Crown and delivered  to Allied
         not later than the date which is the later of (i) ninety (90) days
         after  Closing,  or (ii) 30 days after the  determination  of the Final
         Adjusted Working  Capital,  Final Adjusted Net Tangible  Investment and
         Final Long Term Assumed  Liabilities.  The schedule  shall be prepared
         in a manner  consistent  with the  principles set forth in Section 1060
         of the Code and the regulations promulgated thereunder. The information
         included on Purchase Price Allocation Schedule shall reflect that the
         value attributed to the  Non-Competition  Agreement is part of the
         goodwill  transferred from Allied to the Company.  The parties hereto
         covenant and agree that neither of them will take a position on any tax
         return or tax return forms,  nor will any  inconsistent tax election be
         made by Allied or any Affiliate or the Company before any  governmental
         or regulatory body charged with the collection of any tax, or in any
         judicial or administrative proceeding,  that is in any way inconsistent
         with the Purchase Price Allocation  Schedule.  The  preceding  sentence
         shall not apply to any tax return or election  required to be filed
         (taking  into  account all  applicable  extensions)  prior to delivery
         of the  Purchase  Price Allocation  Schedule or to the portion of the
         Purchase  Price  allocable to the Owned Real  Property for real estate
         transfer tax purposes as reasonably determined by Crown and Allied.

         1.6.  Closing Date.
               -------------

         Subject to the provisions of Section 11.1 hereof, the completion of the
transactions  contemplated  hereunder,  shall be at 10:00 a.m. on  December  31,
1999,  provided that (a) this date may be extended by the notice of either party
prior to such  date so that the  Closing  Date  occurs  on the same  date as the
transactions  herein have been  approved by Allied's  shareholders  and at least
five (5) business days have elapsed after the date the last of the approvals and
consents  contemplated in Section 6.4(ii) have been received,  (b) such time may
be otherwise extended or shortened as may be agreed upon in writing by Crown and
Allied,  and (c) the  conditions  set forth in Article 6 and Article 7 have been
satisfied  or  appropriately  waived,  at the offices of Gould & Ratner,  222 N.
LaSalle,  Suite 800, Chicago,  Illinois 60601, or at such other place or at such
other time as shall be agreed upon in writing by Crown and Allied (such date and
time being herein called the "Closing" or "Closing Date").

         1.7. Closing Date Deliveries.
              ------------------------

(a)      Allied's  Deliveries  to the  Company and Crown.  On the Closing  Date,
         -----------------------------------------------
         Allied shall deliver to the Company and Crown, duly executed copies, as
         appropriate, of the following:

(i)               a Certificate  of  Incorporation  of Allied  (certified by the
                  Secretary  of State of  Delaware,  dated  within two (2) weeks
                  prior to the Closing) and By-Laws of Allied  (certified by the
                  Secretary thereof as of the Closing),

(ii)              Certificate  of Formation of the Company  (certified by
                  Secretary of State of Delaware dated within two (2) weeks
                  prior to the Closing),

(iii)             general assignments and warranty bills of sale in a form to be
                  agreed upon by the parties  prior to the Closing Date executed
                  by Allied  transferring  the Purchased  Assets to the Company,
                  free and clear of all Liens,  except the Permitted  Exceptions
                  and Bank Lien,

(iv)              recordable  special warranty deeds (recordable  quitclaim deed
                  for parcel 22 as identified in Chicago Title Insurance Company
                  Commitment  P99320 dated  September  22, 1999) in a form to be
                  agreed  upon  by the  parties  prior  to the  Closing  Date to
                  transfer the Owned Real Property to the Company,  subject only
                  to the Real Estate Permitted Exceptions,

(v)               any  applicable  federal,  provincial  or local tax  clearance
                  certificate  from the  appropriate  jurisdiction  in which the
                  Purchased Assets are located  (including,  without limitation,
                  clear realty tax  certificates  or statements of taxes showing
                  no owing balance from the relevant government agencies),

(vi)              good  standing  certificates  of Allied and the Company each
                  from the Secretary of State of Delaware,  dated within two (2)
                  weeks prior to the Closing,

(vii)             tax, lien and judgment searches, dated within two (2) weeks of
                  Closing,  showing no Liens, on any of the Purchased  Assets or
                  Interests, except for the Existing Liens, all of which will be
                  released at Closing,

(viii)            a resignation by the other officers,  directors,  managers and
                  other officials of the Company, if any, as may be requested by
                  Crown,

(ix)              all of the documents,  instruments and opinions required to be
                  delivered by Allied pursuant to Article 6,

(x)               evidence of release of all Liens on the  Purchased  Assets and
                  Interests,  including, without limitation, the Existing Liens,
                  but excluding the Permitted  Exceptions,  with respect to only
                  the Purchased Assets,

(xi)              evidence of payment in full of Allied's  indebtedness pursuant
                  to the Great  Bend Bonds or the  representations,  warranties,
                  agreements and documentation described in Section 5.8(B),

(xii)             those tax registration certificates reasonably requested by
                  Crown,

(xiii)            the Indemnity Security Agreement,

(xiv)             subject to Section  5.9, a lease (the  "Manufacturing  Lease")
                  for Tracts 1 and 4 in Great  Bend,  Kansas,  as  described  on
                  Exhibit 1.2(c) duly executed by Allied, and

(xv)              a lease or sublease  (the "R&D  Lease") for the  research and
                  development  facility located on Tracts 2 and 3 in Great Bend,
                  Kansas, as described on Exhibit 1.2(c) and duly executed by
                  Allied.

         The  Manufacturing  Lease and R&D Lease shall  provide for base rent of
$1.00 per year, a lease Term acceptable to Crown,  at Crown's option,  an option
to  purchase  property  for $1.00 and such  other  terms and  conditions  as are
mutually agreed upon by the parties prior to the Closing Date.

(b)      Allied's Deliveries to Crown. On the Closing Date, Allied shall deliver
         -----------------------------
         to Crown,  duly executed copies,  as appropriate,  of the assignment of
         the  Interests to Crown,  free and clear of all Liens,  in a form to be
         agreed upon by the parties prior to the Closing Date.

(c)      Crown's  Deliveries to Allied.  On the Closing Date,  Crown shall
         ------------------------------
         deliver to Allied, the following:

(i)      the Estimated Purchase Price;

(ii)              duly executed copies, as appropriate, of all of the documents,
                  instruments  and  opinions  required to be  delivered by Crown
                  pursuant to the relevant provisions of Article 7;

(iii)    Certificate  of Formation of Crown certified by the  Secretary of State
         of Delaware  dated within two (2) weeks prior to the Closing; and

(iv)     a good  standing  certificate of Crown from the  Secretary  of State of
         Delaware,  dated  within two (2) weeks  prior to the Closing.

(d)      Company's Deliveries to Allied.
         ------------------------------

         On the Closing  Date and  subject to Section  5.9,  the  Company  shall
deliver to Allied copies of the Manufacturing  Lease and R&D Lease duly executed
by the Company.

1.8.     Further Assurances.
         ------------------

         Not in limitation of Section 1.7(a) and 1.7(b) or Article 5 and Article
6, on the Closing  Date,  Allied shall (i) deliver to Crown and the Company such
other bills of sale, endorsements,  assignments,  deeds, affidavits of title and
other good and  sufficient  instruments  of  conveyance  and  transfer,  in form
reasonably  satisfactory to Crown and its counsel,  as Crown and the Company may
reasonably  request or as may be otherwise  reasonably  necessary to vest in the
Company all the right,  title and  interest of Allied in, to or under any or all
of the  Purchased  Assets free and clear of all Liens  other than the  Permitted
Exceptions,  and to vest in Crown all right, title and interest in the Interests
free  and  clear of all  Liens,  and (ii)  take all  steps as may be  reasonably
necessary  to put the  Company  in  actual  possession  and  control  of all the
Purchased Assets and Crown in actual  possession of the Interests.  From time to
time following the Closing,  Allied shall, at its cost and expense,  execute and
deliver, or cause to be executed and delivered, to Crown and the Company, as the
case may be, such other  instruments  of  conveyance  and  transfer as Crown may
reasonably  request or as may be otherwise  necessary to more effectively convey
and  transfer  to, and to vest in Crown all  right,  title and  interest  in the
Interests,  and put the  Company in  possession  of,  any part of the  Purchased
Assets  free and clear of all Liens  other than the  Permitted  Exceptions,  and
Crown in actual  control and  possession of the Interests  free and clear of all
Liens, and, in the case of licenses,  certificates,  approvals,  authorizations,
agreements,  contracts,  leases, easements and other commitments included in the
Purchased Assets which cannot be transferred or assigned effectively without the
consent  of third  parties  which  consent  has not been  obtained  prior to the
Closing,  to  cooperate  with the  Company  and  Crown at their  request  in (a)
endeavoring  to obtain such consent  promptly and (b) providing the Company with
actual use or enjoyment thereof.  Notwithstanding  the foregoing,  to the extent
the Company obtains the actual use and enjoyment thereof, at no additional cost,
and on the same or better  terms,  despite  not having  obtained  any such third
party  consent,   the  Company  shall  hold  Allied  harmless  and  against  all
obligations thereunder.

                                   Article 2

               Representations, Warranties And Covenants Of Allied
               ---------------------------------------------------

         As an inducement to Crown and the Company to enter into this  Agreement
and  to  consummate  the  transactions   contemplated   hereby,   Allied  hereby
represents,  warrants  and  covenants  to Crown and the  Company  and  agrees as
follows:

2.1.     Due Organization.
         ----------------

         Allied is a corporation  duly organized,  validly  existing and in good
standing  under  the laws of the  State of  Delaware  and is duly  qualified  to
transact business as a foreign corporation in the states listed on Schedule 2.1.

2.2.     Power and Authority.
         -------------------

         Allied  has  full  corporate  power  and  authority  to own,  lease  or
otherwise hold the Purchased  Assets and to operate and use the Purchased Assets
and to carry on the operation of the Divisions as now conducted. On the Closing,
the Company will be a limited liability company duly organized, validly existing
and in good standing  under the laws of the State of Delaware and duly qualified
to transact  business as a foreign  corporation in the states listed on Schedule
2.2. On the Closing, the Company will have full corporate power and authority to
own,  lease or otherwise  hold the  Purchased  Assets and to operate and use the
Purchased  Assets  and  to  carry  on the  operation  of  the  Divisions  as now
conducted.

2.3.     Subsidiaries and Investments.
         ----------------------------

         Except as set forth on Schedule 2.3 and except for  Allied's  ownership
interests  in the Company,  Allied,  does not, and as of the Closing the Company
will not, with respect to the Divisions (a) own, of record or beneficially,  any
outstanding  voting  securities of or other equity interests in any corporation,
partnership, association, joint venture or other entity or (b) control (directly
or  indirectly  and  alone  or in  combination  with  others)  any  corporation,
partnership, association, joint venture or other entity.

2.4.     Authority.
         ---------

         Allied has full power and  authority to enter into this  Agreement,  to
consummate the  transactions  contemplated  hereby and to comply with the terms,
conditions and provisions  hereof.  The execution,  delivery and  performance of
this Agreement, and all other agreements contemplated to be executed,  delivered
and performed  hereunder by Allied have been duly authorized and approved by the
board of directors of Allied,  and do not require any further  authorization  or
consent of any third  party or of any  governmental  authority  except as may be
expressly  set forth  herein.  This  Agreement  is  (subject  to the  receipt of
stockholder  approval),  and each other  agreement  or  instrument  contemplated
hereby to which  Allied  is a party,  will be,  the  legal,  valid  and  binding
agreement of Allied,  enforceable  in accordance  with their terms except (a) as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  fraudulent  transfer or similar law  affecting the
enforcement  of  creditors'  rights  generally,  or (b) to the extent  that such
enforceability  is subject to the  principles of equity  (regardless  of whether
such  enforcement  is  considered  in a  proceeding  in  equity  or at law) (the
"Enforceability Exceptions").

         Neither  the  execution  nor the  delivery  of this  Agreement  nor the
consummation  of the  transactions  contemplated  hereby will  conflict  with or
result in any  violation of or  constitute  a default  under any term of (i) the
Certificate of Incorporation  or By-Laws of Allied,  or (ii) except as set forth
on Schedule 2.4 any agreement, mortgage, debt instrument,  indenture, franchise,
license,  permit,  authorization,  lease  (provided that any necessary  landlord
consent to assignment is obtained) or other instrument, judgment, decree, order,
law or  regulation  by which  Allied is bound,  or result in the creation of any
lien,  security  interest,  prior claim,  charge or encumbrance  upon any of the
Purchased Assets.

2.5.     Financial Statements.
         --------------------

         Attached hereto as Exhibit 2.5 are true, complete and correct copies of
(i) the  Divisions'  consolidated  balance  sheet and  statements  of operations
(together with any and all notes thereto) for the fiscal year ended December 31,
1998  (the  "Annual  Statement")  and (ii) the  Divisions'  balance  sheets  and
statements   of  operations   for  June  30,  1999  (the  "Interim   Statement")
(collectively,  the "Annual Statement" and the "Interim  Statement" are referred
to as the  "Financial  Statement").  Except as set forth on  Schedule  2.5,  the
Financial  Statements  set forth in clause (i) have been  prepared in conformity
with GAAP and present  fairly the assets,  liabilities,  financial  position and
results of operations of the Divisions as of their  respective dates and for the
respective  periods  covered  thereby.  Except as set forth on Schedule 2.5, the
Financial  Statements  set forth in clause (ii) have been prepared in conformity
with GAAP (except for normal and recurring  adjustments for year end statements)
and present fairly in all material respects the assets,  liabilities,  financial
position and results of operations of the Divisions as of each applicable entity
as of their respective dates and for the respective periods covered thereby. The
Company has had no revenues or expenses nor any assets or  liabilities  prior to
or after the Formation.

2.6.     Operations Since December 31, 1998.
         ----------------------------------

(a)      Since December 31, 1998,  there has been (i) no Material Adverse Effect
         and, to the  knowledge  of Allied,  no fact or  condition  exists or is
         contemplated or threatened  which might reasonably be expected to cause
         such a change in the future other than the  Company's  purchase and use
         of the  Purchased  Assets;  and (ii) in relation to the  Divisions,  no
         damage,  destruction,  loss,  claim,  condemnation or other taking with
         respect to the Assets other than  Accounts  Receivable  (whether or not
         covered  by  insurance),  in the  excess  of  $20,000  individually  or
         $200,000 in the aggregate.

(b)      Since  December 31, 1998,  Allied has conducted  the  operations of the
         Divisions in the ordinary  course of business  consistent with existing
         operating procedures and practices.  Without limiting the generality of
         the  foregoing,  since  December  31,  1998,  except  as set  forth  on
         Schedules  1.5(a)  and  2.6(b)  and  except  for  the  transfer  of the
         Purchased  Assets to the Company,  Allied has not,  with respect to the
         Divisions, Purchased Assets or the Company:

(i)               sold, leased,  transferred or otherwise disposed of (except in
                  the ordinary course of business),  or mortgaged or pledged, or
                  imposed  or  suffered  to  be  imposed  any  lien,  charge  or
                  encumbrance on, any of the Purchased Assets;

(ii)              canceled  any debts owed to, or claims held by, the  Divisions
                  (including the  settlement of any claims or litigation)  other
                  than in the ordinary  course of business  consistent with past
                  practice;

(iii)             canceled or  terminated  any  contract,  lease or agreement in
                  connection with the Divisions or entered into and become bound
                  by any contract,  lease or agreement the result of which would
                  be a Material Adverse Effect;

(iv)              declared (or received a declaration of) default under any
                  material Contract;

(v)               entered  into any  Contracts  other than (A)  purchase  orders
                  entered  into in the ordinary  course of  business,  including
                  purchase orders for normally used raw materials and parts, and
                  (B) the Contracts described on Schedule 2.16;

(vi)              entered into any joint venture or partnership;

(vii)             made any dividend or distribution of any Purchased Asset;

(viii)            given a raise to any  Employee in excess of five  percent (5%)
                  of such Employee's 1998 salary;  given a bonus to any Employee
                  other than the incentive bonuses earned in 1998 (paid in 1999)
                  and  1999 and the  1999  Christmas  bonus;  or  increased  the
                  commissions   rate   payable   to  any   Employee   or   Sales
                  Representative by more than five percent (5%) of such person's
                  commissions rate in effect on December 31, 1998;

(ix)              changed any accounting policies or practices;

(x)               made any  agreements,  written or oral,  to perform any of the
                  above,  other than this Agreement; or

(xi)              entered into any Capitalized Leases.

2.7.     No Undisclosed Liabilities.
         --------------------------

         None of the  Purchased  Assets  are,  nor  Allied  with  respect to the
Divisions is,  subject to any  liability,  commitment or obligation  (including,
without  limitation,  to the knowledge of Allied,  unasserted  claims),  whether
absolute,  contingent,  accrued or otherwise  except (a) for Existing Liens; (b)
for the  Contracts;  (c) as set  forth in the  Financial  Statements  and (d) as
disclosed in this Agreement and the schedules and exhibits  hereto.  At Closing,
the Company will have no liabilities,  commitments or obligations except for the
Assumed Liabilities.

2.8.     Taxes.
         -----

         Allied has and will timely file all required foreign,  federal,  state,
provincial, municipal and local income, excise, training, withholding, property,
sales, use, franchise,  commodity,  payroll and other tax returns,  declarations
and reports with respect to its entire entity including, but not limited to, the
Divisions,  which are  required to be filed on or before the date hereof and the
Closing,  and shall have paid or reserved for all  Governmental  Charges arising
from the operation of Allied, the Divisions or Assets on or prior to the Closing
Date,  including  without  limitation,   all  Governmental  Charges  arising  in
connection with the Great Bend Bonds and all Government  Charges  required to be
withheld by Allied from  employees of the  Divisions  for income  taxes,  social
security, workers' compensation,  employment insurance,  employer health tax and
other payroll taxes and related  withholdings and all other similar taxes. There
are no actions,  suits,  proceedings,  investigations,  inquiries  or claims now
pending or made or to the best knowledge of Allied threatened  against Allied in
respect  of  Governmental  Charges in  connection  with or  attributable  to the
Divisions.  Allied has withheld  from each amount paid or credited to any Person
the amount of  Governmental  Charges  required to be withheld  therefrom and has
either remitted such  Governmental  Charges to the proper tax or other receiving
authorities  within the time required under applicable  legislation or set aside
in accounts for such purpose, or accrued,  reserved against and entered upon the
books of Allied or the Divisions. The returns, declarations and reports referred
to in the previous sentences of this Section 2.8 are or will be true and correct
and reflect or will reflect accurately all Governmental  Charges for the periods
covered thereby.  Except as disclosed on Schedule 2.8, Allied has not received a
notice that any  examination of or proceeding  with respect to any tax return or
report  relating to the  Divisions has been  requested,  scheduled or conducted.
There are no outstanding agreements or waivers extending the statutory period of
limitations applicable to any tax return of Allied.

2.9.     Availability of Purchased Assets and Legality of Use.
         ----------------------------------------------------

(a)      Allied has delivered to Crown a certified  copy of the most  recently
         available  list of the  Divisions' material  plant and equipment (which
         excludes  construction in process).  Allied owns outright and has good
         and marketable  title to all personal property  constituting  Purchased
         Assets which are not leased by Allied or the  Divisions  subject to no
         Liens other than the Existing Liens.  Schedule 2.9 lists all personal
         property  constituting  Purchased  Assets leased by Allied or the
         Divisions. Except as set forth in Schedule 2.9, Allied holds good and
         transferable  leaseholds in all of the personal  property shown on
         Schedule 2.9, as the case may be, in each case under valid and
         enforceable  leases,  subject to no Liens other than the claims of the
         lessor.  Allied and the Divisions are not, and to Allied's knowledge no
         other party to such  personal  property  lease is, in breach of or
         default (and no event has occurred  which,  with due notice or lapse of
         time or both, may constitute  such a lapse or default) under any lease
         of any item of personal property listed on Schedule 2.9.

(b)      The Purchased  Assets: (i) and the Excluded Assets in the aggregate are
         adequate and  sufficient to conduct the business and operations of the
         Divisions in substantially  the manner currently  conducted,  assuming
         a continued source of working capital and continuation of relationships
         with  customers  and  suppliers;  (ii) are  suitable for the purposes
         for which they are currently  used;  and (iii) with respect to tangible
         personal  property  included  within the Purchased  Assets, are in good
         operating  condition  and  working  order,  ordinary  wear and tear
         excepted.  All  improvements  included in the Leased Real Property and
         Owned Real Property are in good  condition,  ordinary wear and tear
         excepted,  with all of their systems in good working  order.  Only the
         business of the  Divisions  is  conducted  at the Plants.  All
         manufacturing  of the  Divisions is conducted at the Plants.

2.10.    Real Property.
         -------------

(a)      Owned Real  Property.  Schedule  2.10(a) lists each parcel of Real
         --------------------
         Property  owned and used or held for possible  expansion by Allied
         ("Owned Real  Property")  in  connection  with the  operations of the
         Divisions (in each case showing the record title holder,  legal
         description,  location and any indebtedness secured by a mortgage or
         other lien thereon) other than Leased Real Property  and of each option
         or right of first refusal (or  similar  right)  held or given by Allied
         or its  Affiliates  to acquire any of the Owned Real Property or Leased
         Real  Property or any other real or immovable  property  contemplated
         to be used or useful in the  Divisions.  True,  complete and correct
         copies of any and all existing opinions or policies of title insurance,
         and documents  referenced  therein,  available to Allied  relating to
         the Plants and Offices have  heretofore been delivered by Allied to
         Crown.  Allied has good and marketable  title in fee simple absolute to
         the Owned Real Property and to all buildings,  structures  and other
         improvements  thereon,  in each case free and clear of all Liens except
         for Real Estate Permitted  Exceptions.  In each case such Real Estate
         Permitted  Exceptions has been reflected, to the extent that a value is
         ascertainable,  in each Financial Statement.  Except as set forth on
         Schedule 2.10(a),  Allied has not received notice and has no knowledge
         that any portion of the Owned Real Property or its use violates in any
         material  respect any laws,  regulations, rules,  ordinances,  codes,
         licenses,  deed restrictions and covenants of record,  franchises and
         permits (including,  without limitation, electrical, building, zoning,
         environmental and occupational safety and health requirements).

(b)      Leased  Real  Property.  Schedule  2.10(b)  sets forth a list of each
         ----------------------
         lease or similar  agreement (showing the rental  fees, expiration date,
         renewal and purchase  options,  if any, and the location of the real
         property covered by such lease or other agreement) for Leased Real
         Property used in connection  with the Divisions.  True,  complete and
         correct copies of any and all existing opinions or policies of title
         insurance,  and documents referenced therein,  available to Allied with
         respect to each such parcel have  heretofore  been  delivered by Allied
         to Crown.  The applicable  lessee has the right to quiet  enjoyment of
         all such real property  described in such Schedule 2.10(b) for the full
         term of each such lease or similar  agreement (and any renewal option
         related thereto)  relating thereto. All rentals due and owing have been
         paid and accepted,  and the applicable lessee is not in default or
         breach under said leases or agreements. Schedule 2.10(b), also contains
         a brief  description of each  lease or other  agreement  (including  in
         each case the annual  rental,  expiration  date and  description  of
         property covered)  under which Allied or any  Affiliate  thereof is
         lessor,  assignor or sub-lessor of any real property used or useful in
         connection with the Divisions. Except as set forth on Schedule 2.10(b),
         no notice of any pending  expropriation  or any violation in any
         material respect of laws, regulations,  rules,  ordinances,  codes,
         licenses, deed restrictions and covenants of  record,  franchises  and
         permits (including, without limitation,  electrical, building,  zoning,
         environmental  and occupational safety and health  requirements)
         relating to such assets or their use has been received by Allied and
         Allied has no knowledge  of any such  violation or  expropriation,  and
         Allied has no knowledge  that the existing use of the Leased Real
         Property is not permitted under and does not conform with applicable
         zoning ordinances.

(c)      Eminent Domain.  Except as set forth on Schedule  2.10(c),  there is no
         --------------
         pending or, to Allied's knowledge,  threatened: (i) condemnation of any
         part of the Owned Real Property or Leased Real Property, if any, by any
         governmental authority; (ii) special assessment against any part of any
         part of the Owned Real  Property  or Leased Real  Property,  if any; or
         (iii) litigation against Allied for breach of any restrictive  covenant
         affecting any part of the Owned Real Property or Leased Real  Property,
         if any.

(d)      Utilities.  Allied has not received any notice from any utility company
         ---------
         or  municipality  of any fact or  condition  which could  result in the
         discontinuation  of presently  available or otherwise  necessary sewer,
         water, electric,  gas, telephone or other utilities or services for the
         Owned Real Property or Leased Real Property, if any. Each parcel of the
         Owned  Real  Property  and the  Leased  Real  Property  has  access  to
         sufficient quantities of water, sewer, gas, steam, electric, telephone,
         drainage  and other  utilities  required  to conduct  its  business  as
         presently  conducted.  Allied  has  not  received  any  notice  of  any
         termination or material impairment of any such utilities.

2.11.    Accounts Receivable.
         -------------------

         All  Accounts  Receivables  of Allied  relating to the  Divisions  have
arisen from bona fide  transactions  by the Divisions in the ordinary  course of
business,  and are good and  collectible in the ordinary course of business (net
of any  reserves of the types  reflected  in the Most Recent  Balance  Sheet and
described in Schedule 2.11), none of the account debtors are Allied or Affiliate
thereof.  Except as described in Schedule 2.11, none of such accounts receivable
are subject to any bona fide defense,  counterclaim or set-off, claim for faulty
workmanship,  defective quality, untimely or inaccurate delivery or other breach
of contract or promotional,  advertising or other sales or marketing  allowances
or rebates,  or,  except to the extent not in excess of the reserve for doubtful
accounts, is in dispute, and except as described in Schedule 2.11, Allied is not
aware of any basis for any of the foregoing or for any account  debtor to return
any goods  shipped by Allied.  None of the Accounts  Receivable  include work in
process. The Divisions do not have any sales on consignment, approval or return.

2.12.    Inventory.
         ---------

         All Inventory is of good,  merchantable and usable quality,  is salable
in the ordinary  course of business of the Divisions,  and,  after Closing,  the
Company,  and is reflected on each of the  Financial  Statements at the lower of
cost  (on  a  first-in,   first-out   basis)  or  market  value.  The  inventory
obsolescence policies of Allied with respect to the Divisions are appropriate to
the nature of the products sold and marketing methods used by the Divisions, the
reserve for inventory  obsolescence  contained in the Most Recent  Balance Sheet
fairly  reflects  the  amount of excess,  obsolete,  defective,  damaged,  used,
overstock  and slow moving  Inventory as of the date  thereof and is  consistent
with the  principles set forth on Schedule  1.5(b),  and the reserve for excess,
obsolete,  defective,  damaged,  used, overstock and slow-moving inventory to be
contained in the Closing  Statements  will fairly  reflect the amount of excess,
obsolete,  defective,  damaged,  used, overstock and slow-moving inventory as of
the Closing Date. All Inventory which is  work-in-process or finished goods: (i)
is bona fide work in process or finished goods created in the ordinary course of
business and is being  completed on schedule  and within  budget;  (ii) has been
subjected to and has passed all appropriate  tests and inspections;  (iii) (with
respect to those products which will be completed before Closing) may be sold in
conformance  with  specifications  and  industry  standards;  and  (iv)  in  the
aggregate will be convertible (or has been  converted) into accounts  receivable
in the  ordinary  course of business.  All  work-in-process  and finished  goods
Inventory have been performed in accordance  with the designs and plans therefor
which meet Year 2000  Readiness  standards and satisfy the  requirements  of the
applicable Contracts.

2.13.    Licenses.
         --------

         Schedule 2.13 lists all Licenses (whether or not transferable)  held by
Allied on behalf of the Divisions  and otherwise  necessary for the operation of
the Divisions,  correct copies of which have previously been delivered to Crown.
Allied is the exclusive holder of each of the Licenses, all of which are in full
force and effect and are not  subject to any  pending or  threatened  challenge,
revocation, amendment or forfeiture. No material default or breach exists on the
part of Allied with  respect to any of the  Licenses  and no event or  condition
exists  which but for the lapse of time or notice  or both  would  constitute  a
default or breach with respect to any of the Licenses.  True and correct  copies
of all reports  required by law relating to the  Licenses  have been and will be
timely filed with the  appropriate  bodies,  and true and correct copies of such
reports have been and will be delivered to Crown.

2.14.    Title to Property.
         -----------------

         Allied has good and  marketable  title to all of the  Assets,  free and
clear of all Liens,  except for the  Existing  Liens.  Delivery  to the  Company
and/or Crown on the Closing Date of the instruments of transfer  contemplated by
Section  1.7 will  transfer  to the  Company  good and  marketable  title to the
Purchased  Assets,  free  and  clear of all  Liens  except  for the Real  Estate
Permitted  Exceptions  and,  with respect to personal  property,  the  permitted
exceptions,  if any,  shown on Schedule 2.14 (the "Personal  Property  Permitted
Exceptions").  No Person has any agreement,  option, understanding or commitment
or any right or privilege (whether by law, preemptive or contractual) capable of
becoming  an  agreement,  option  or  commitment,  for  the  purchase  or  other
acquisition from Allied of any of the Assets, or any rights or interest therein,
other than in the ordinary course of business.

2.15.    Employee Relations.
         ------------------

         Except as set forth on Schedule 2.15, all employees performing services
for the Divisions  perform those services  exclusively for the Divisions.  Since
1985,  the  Divisions and its employees are not and have not been subject to any
collective  bargaining  agreement.  Except as  described  in  Schedule  2.15 and
Schedule 2.26, neither Allied, on behalf of the Divisions,  nor the Divisions is
otherwise a party to or bound by any oral or written: (i) collective  bargaining
agreement,  employment  agreement,  consulting,  advisory or service  agreement,
deferred compensation  agreement,  confidentiality  agreement or covenant not to
compete;  (ii) contract or agreement  with any officer,  director (or equivalent
official) or employee of Allied on behalf of the Divisions;  or (iii) Employees'
Plans (as defined in Section 2.26).  Allied has  previously  delivered to Crown:
(a) a list of all  Employees  as of December  31, 1998 whose then  current  base
compensation  or commission on an annualized  basis was in excess of $50,000 and
is reasonably  expected to be in excess of that amount for fiscal year 1999; (b)
the then  current  compensation  of, and a  description  of the fringe  benefits
(other  than  those  generally  available  to all  employees  of the  Divisions)
provided by the Divisions to any Employees  referred to in the preceding  clause
(a); (c) a list of all present or former (since 1997) Employees of the Divisions
with last annual salaries or commissions  exceeding  $50,000 who have terminated
or given  notice of their  intention to terminate  their  relationship  with the
Divisions or whose  relationship  with the Divisions had been  terminated  since
December 31, 1998; (d) a list of any increase, effective after December 31, 1998
in the rate of compensation of any of the Divisions'  Employees if such increase
exceeds five percent (5%) of the previous annual salary of such Employees; (e) a
list  of  all  substantial  changes  in  job  assignments  of or  promotions  or
appointments  of all  employees  of the  Divisions  whose  annual  base  rate of
compensation  or  commissions  as of December 31, 1998 was in excess of $50,000;
(f) a list of policy and procedure  manuals binding on such  Employees;  and (g)
with respect to the Divisions, Allied has complied in all material respects with
all  applicable  laws,  rules and  regulations  which  relate  to wages,  hours,
discrimination  in employment and collective  bargaining and to the operation of
the  Divisions  and are not  liable  for any  arrears  of wages or any  taxes or
penalties for failure to comply with any of the  foregoing  other than as may be
awarded or agreed to in connection with the Discrimination Suit. Allied believes
that its  relations  with the  Employees of the  Divisions are good. To Allied's
knowledge,  there has been no union  organizing  effort within the last five (5)
years  of the  operation  of the  Divisions  and  there  have  been no  strikes,
lockouts,  slowdowns  or similar  work  stoppages  affecting  the  employees  in
connection with the Divisions.  All employees of the Divisions are terminable at
will with no liability except as set forth on Schedule 2.15. Except as set forth
on Schedule  2.15,  to the best  knowledge  of Allied,  (A) with  respect to the
Divisions, Allied is not involved in any transaction or other situation with any
Employee, officer, director (or equivalent official) or affiliate of Allied that
may be generally characterized as a "conflict of interest",  and (B) to Allied's
knowledge  there are no situations with respect to the Business that involved or
involves  (i)  the  use  of  any  funds  for  unlawful   contributions,   gifts,
entertainment or other unlawful  expenses relating to political  activity,  (ii)
the making of any direct or indirect unlawful  payments to government  officials
or others from funds or the  establishment  or  maintenance  of any  unlawful or
unrecorded  funds,  (iii) the  violation  of any of the  provisions  of The U.S.
Foreign Corrupt  Practices Act of 1977, or any rules or regulations  promulgated
thereunder,  (iv) the receipt of any illegal  discounts  or rebates,  or (v) any
investigation by any other federal, foreign, state or local government agency or
authority.

2.16.    Status of Contracts.
         -------------------

         Each of the Contracts constitutes a legal, valid and binding obligation
of Allied and, to Allied's  knowledge,  each other party thereto  subject to the
Enforceability  Exceptions and is in full force and effect, has not been amended
or  modified.  Except as  described  in  Schedule  2.16,  the  Contracts  may be
transferred to the Company  pursuant to this Agreement and will continue in full
force and effect thereafter, in each case without breaching the terms thereof or
resulting in the  forfeiture or impairment of any rights  thereunder and without
the  consent,  approval or act of, or the making of any filing  with,  any other
party.  Allied is not in, or alleged to be in, breach or default  under,  nor is
there or is  there  alleged  to be any  basis  for  termination  of,  any of the
Contracts  and, to the best  knowledge  of Allied,  no other party to any of the
Contracts has breached or defaulted thereunder, and no event has occurred and no
condition or state of facts exists which, with the passage of time or the giving
of notice or both, would  constitute such a default or breach by Allied,  or, to
the best of the  knowledge  of Allied,  by any such other  party.  Allied is not
paying liquidated  damages in lieu of performance  under any Contract.  Complete
and correct  copies of each of the  Capitalized  Leases,  and all other material
Contracts,  have  heretofore been delivered to Crown by Allied and are listed on
Schedule 2.16 attached hereto.

2.17.    No Violations, Litigation or Regulatory Action.
         ----------------------------------------------

(a)      With  respect to the  Divisions,  Allied has  complied in all  material
         respects   with  all  laws,   regulations,   by-laws,   rules,   writs,
         injunctions,  ordinances, franchises, decrees or orders of any court or
         of any foreign,  federal,  provincial,  municipal or other  government,
         governmental   department,   commission,   board,  bureau,   agency  or
         instrumentality which are applicable to the Assets or the Divisions;

(b)      Except as disclosed on Schedule  2.17,  there are no lawsuits,  claims,
         suits, proceedings, investigations,  grievances, complaints, or charges
         pending  or, to the best  knowledge  of Allied,  threatened  against or
         affecting  Allied  (relating  to  the  Divisions),  and  there  are  no
         lawsuits,   claims,  suits  or  proceedings  pending  in  which  Allied
         (relating to the Divisions) is the plaintiff or claimant; and

(c)      There  is no  action,  suit  or  proceeding  pending  or,  to the  best
         knowledge  of  Allied,  threatened  which  questions  the  legality  or
         propriety of the  transactions  contemplated by this Agreement or which
         may  have  an  adverse  effect  on  Allied's  ability  to  perform  its
         obligations hereunder.

2.18.    Environmental Matters.
         ---------------------

(a) For the purposes of this  Agreement,  the  following  terms and  expressions
shall have the following meanings:

(i)               "Environmental  Health and  Safety  Laws"  means all  federal,
                  state and local laws,  rules and  regulations  relating to the
                  protection and preservation of the  environment,  occupational
                  health and safety or Hazardous Materials.

(ii)              "Environmental   Permits"   includes   all  orders,   permits,
                  certificates,  approvals, consents, registrations and licenses
                  issued  by  any  authority  of  competent  jurisdiction  under
                  Environmental Health and Safety Laws.

(iii)             "Hazardous  Materials" means,  collectively,  any contaminant,
                  pollutant,  hazardous  substance (as defined in  Environmental
                  Health and Safety  Laws as amended  from time to time),  toxic
                  substance,   petroleum  based  products,   asbestos,   or  any
                  analogous   substance   defined  in  or  regulated  under  any
                  Environmental Health and Safety Laws.

(iv)              "Release" means any release, spill, leak, emission, discharge,
                  leaching,  dumping,  migrating, escape or other disposal which
                  is or has  been  made in  contravention  of any  Environmental
                  Health and Safety Laws.

(b)      Except as disclosed in Schedule  2.18  attached  hereto,  the use,
         maintenance  and operation of the Divisions and the Assets thereof are
         in  compliance in all material  respects with all  Environmental Health
         and Safety Laws.  Allied,  in relation to the  Divisions,  is in
         compliance  in all material  respects  with all  reporting, monitoring,
         transportation  and disposal requirements  under all  Environmental
         Health and Safety  Laws.  In relation to the  Divisions, Allied has not
         received any  notice of, nor does Allied anticipate any material
         expenditures  related to, any non-compliance with any Environmental
         Health and Safety Laws, and Allied, in relation to the Divisions,  has
         never been convicted of a criminal offense for  non-compliance with any
         Environmental  Health and Safety Laws or been fined or  otherwise
         sentenced or settled  such  prosecution  short of conviction.

(c)      Except  as  set  forth  on  Schedule  2.18,  Allied  has  obtained  all
         Environmental   Permits  necessary  to  conduct  the  business  of  the
         Divisions   and  to  own,   use  and  operate  the  Assets.   All  such
         Environmental  Permits are listed in Schedule  2.18,  and  complete and
         correct  copies  thereof have been provided to Crown.  Allied agrees to
         assist the Company and Crown with filing all necessary applications and
         transferring or obtaining all necessary Environmental Permits.

(d)      Except as disclosed in Schedule 2.18, to the knowledge of Allied, there
         are no Hazardous  Materials  located on, in or under the surface of any
         of the Assets, other than those associated with the proper and ordinary
         operations of the Divisions, and no reportable Release of any Hazardous
         Material has  occurred on or from the Assets or has  resulted  from the
         operation of the Divisions.

(e)      Except as disclosed in Schedule 2.18, to the knowledge of Allied, there
         are no underground or surface  storage tanks,  urea  formaldehyde  foam
         insulation,  asbestos,  polychlorinated biphenyls (PCBs) or radioactive
         substances located on, in or under the surface of any of the Assets. In
         relation to the Divisions,  Allied has not received any notice or claim
         that it is responsible  for any cleanup or corrective  action under any
         Environmental  Health and Safety Laws.  Allied has provided  Crown with
         copies of all environmental  audits,  assessments and studies of all of
         the Assets or relating to the Divisions  that it has ever  conducted or
         had in its possession.

(f)      No environmental accruals have been established during 1998, 1997 and
         1996 in relation to the Divisions.

(g)      Under federal,  state and local laws and regulations,  where Allied has
         been  named as a  potentially  responsible  party  with  respect to the
         Divisions for various  hazardous waste sites undergoing  remediation or
         under  investigation,  Allied has no  knowledge  of any  violations  of
         Allied and believes it has been improperly  named or will be considered
         to be a "de-minimus" party thereto.

2.19.    Insurance.
         ---------

         Schedule 2.19 sets forth a list and brief description (including policy
numbers,  insurers, nature of coverage,  limits,  deductibles,  carriers, claims
pending under any insurance policy,  and effective and termination dates) of all
policies of  insurance  maintained,  owned or held by Allied  insuring  all or a
portion of the Purchased Assets and activities of the Divisions and a listing of
all open and closed  claims  related to the  Division on such  policies  for the
years 1994  through  the  present  date.  Allied has  complied  in all  material
respects  with each of such  insurance  policies  and has not failed to give any
notice or present any claim  thereunder in a due and timely  manner.  Allied has
delivered to Crown  correct and complete  copies of each such  insurance  policy
related to the  Divisions  and of the most recent  inspection  reports,  if any,
received  from  insurance  underwriters  as to the  condition  of the  Purchased
Assets.  Allied has not received any notice within the past three (3) years from
any insurance carrier or agent that its rates on the policies  applicable to the
Divisions would be substantially  increased (except to the extent that insurance
rates may be increased for all similarly  situated risks), or that such policies
would not be renewed.

2.20.    Customers.
         ---------

         Schedule 2.20 contains a list of names and addresses of the Significant
Customers  of Allied with respect to the  Divisions  and the  percentage  of the
Divisions'  gross  revenues  which each such customer  represents or represented
during the calendar  years 1997 and 1998 and the period  January 1, 1999 through
August 31,  1999.  Allied has  received no written  notice that there  exists an
actual  or  threatened  termination,  cancellation  or  litigation  of,  or  any
materially  adverse  modification  or change in, the  business  relationship  of
Allied, on behalf of the Divisions,  with any Significant Customers,  and to the
best knowledge of Allied there exists no present  condition or state of facts or
circumstances,  involving any of the  Significant  Customers of which Allied has
notice which would have a Material Adverse Effect on the Divisions' relationship
with such  Significant  Customer or prevent  Crown from  operating the Divisions
after the Closing in essentially the same manner in which it has heretofore been
operated by Allied, except as affected by the transactions  contemplated hereby.
Allied  is not  currently  renegotiating  (nor  has it  asked  or been  asked to
renegotiate) any Division Agreement with any Significant Customers in 1997, 1998
or 1999 nor is Allied or any Significant  Customer paying liquidated  damages in
lieu of performing any such Division Agreement.

2.21.    Suppliers.
         ---------

         Schedule 2.21 is a true and complete list by dollar volume of purchases
made during the  calendar  years 1997 and 1998 and the period  January 1 through
June 30, 1999 from the fifteen  (15)  largest  suppliers to Allied (on behalf of
the  Divisions)  of key  materials  and services and  commodities,  exclusive of
utility services.  In the last twelve (12) months, no such supplier has canceled
or  otherwise  terminated,  or  threatened  in  writing  to cancel or  otherwise
terminate,  its  relationship  with Allied.  Allied has not received any written
notice and is not aware that any such  supplier  intends to cancel or  otherwise
modify its relationship with Allied,  which  cancellation or modification  would
have a Material Adverse Effect on the Divisions' relationship with such supplier
or ability to receive such supplies on a comparable  basis. Each of the Accounts
Payable  represents  amounts owed to suppliers or employees of the Divisions for
bona fide goods or services  performed in good faith on an arms' length basis by
such  supplier  or  employee.  All such goods have been  delivered  or  services
performed by the respective  creditor in a timely manner and Allied has no claim
against  such  creditor for offset,  faulty  workmanship,  defective  quality of
goods, or other breach of contract claim.  Except as set forth on Schedule 2.21,
no Accounts Payable are owed Allied or any Affiliate thereof.

2.22.    Product Liability; Product and Service Warranties.
         -------------------------------------------------

         Schedule 2.22 contains a description of the warranties given or offered
by Allied covering  Products or services sold or distributed by the Divisions or
their predecessors and any other warranty covering any Products or services sold
or  distributed  by the Divisions or their  predecessors,  which  warranty is in
effect on June 30,  1999.  Schedule  2.22 also sets forth the amount and general
nature of any warranty claims experienced by the Divisions or their predecessors
in each of the years  ended  December  31,  1996,  1997 and 1998 and the  period
January 1, 1999 to the date hereof.  Allied, on behalf of the Divisions,  is not
subject  to any  liability  for  warranty  claims  not shown or in excess of the
amounts  shown or  reserved  for in the Most  Recent  Balance  Sheet.  Except as
disclosed in Schedule 2.22, (i) there is no notice, demand, claim, action, suit,
inquiry,  hearing,  proceeding,  notice of violation or, to the best of Allied's
knowledge,  investigation of a civil,  criminal or  administrative  nature by or
before any  governmental  agency  against or involving any Product,  or class of
claims or lawsuits involving the same or similar Product which is pending or, to
Allied's  knowledge  threatened,  resulting  from an  alleged  defect in design,
manufacture,  materials or  workmanship of any Product  manufactured,  produced,
distributed,  sold  or  serviced  by or on  behalf  of the  Divisions  or  their
predecessors,  or any  alleged  failure  to warn,  or from any breach of implied
warranties or representations,  (ii) to Allied's  knowledge,  for the past three
(3) years there is no fact, situation or circumstance that primarily forms or is
likely to be the primary cause for any such claim, and (iii) there has not been,
nor is  there  under  consideration  or  investigation  by  Allied,  any  Recall
conducted  by or on behalf of  Allied  concerning  any  Products  or any  Recall
conducted by or on behalf of any entity as a result of any alleged defect in any
Product supplied by Allied.

2.23.    Intellectual Property.
         ---------------------

         Schedule  2.23  contains a list of all material  Intellectual  Property
(other than know-how) in which Allied has any right,  title or interest or which
during the past year has been used in, or which  relates to, the business of the
Divisions.  Except as set forth in Schedule 2.23,  Allied either owns or has the
right  to  use by  license,  sublicense,  agreement,  or  permission  all of the
Intellectual  Property set forth on Schedule 2.23. Except as otherwise set forth
in Schedule 2.23, Allied has not granted a license, nor reached an understanding
with any third party, nor entered into a written agreement, relating in whole or
in part, to any of the  Intellectual  Property of Allied used in connection with
the business or  operations  of the  Divisions,  and there has been no assertion
thereof by any person.  To the knowledge of Allied,  there is no infringement or
other  adverse  claim  against the rights of Allied  with  respect to any of the
Intellectual  Property used or owned by Allied in connection with the conduct of
the  business  of  the  Divisions.   Schedule  2.23  lists  separately  Allied's
trademarks and  tradenames  which are material to the conduct of the business of
the Divisions (the "Material  Trademarks and  Tradenames").  Allied has not been
charged with nor, to the knowledge of Allied, is Allied threatened to be charged
with,  nor to the knowledge of Allied is there any basis for any charge of, with
respect to its Material  Trademarks and  Tradenames,  the  infringement or other
violation of the intellectual property rights of any other Person. In connection
with the  conduct of the  business of the  Divisions  and except as set forth on
Schedule  2.23,  Allied and the  Divisions  and,  to Allied's  knowledge,  their
predecessors, with respect to their Material Trademarks and Tradenames, have not
infringed,  nor are any of them infringing,  any intellectual  property right of
any other person. Allied owns or possesses adequate licenses or other rights or,
to the knowledge of Allied,  can obtain such rights on  commercially  reasonable
terms that will not materially and adversely affect Allied or the Divisions,  to
use  all  trademarks,  trademark  applications,   service  marks,  service  mark
applications,  or  other  trade  names,  copyrights,   manufacturing  processes,
formulae,  trade  secrets and know how and, to the  knowledge  of Allied and the
Divisions,  all patents and patent  applications or other intellectual  property
necessary  or  material  to the conduct of the  business  of the  Divisions,  as
conducted.  Except as set forth on  Schedule  2.23,  Allied  has not  granted or
assigned to any other person or entity any right to  manufacture or assemble the
products  or  proposed   products  of  the  Divisions.   No  current  or  former
stockholder,  employee,  officer  or  director  of Allied or the  Divisions  has
(directly  or  indirectly)  any right,  title or  interest  in any  Intellectual
Property  other  than such  right  which  such  Person  may enjoy as an owner of
Allied.  Except as set forth on Schedule  2.23,  Allied has not entered into any
written or oral contract,  agreement or arrangement with any Person, pursuant to
which such Person receives access to or possession of any source code of Allied,
or the  right  to  transfer,  sell,  distribute  or  license  any  product  that
incorporates  any  Intellectual  Property  of Allied  in a manner by which  such
Person or an  Affiliate  of such  Person is or may become an  indirect or direct
competitor of Allied or the Divisions. To the knowledge of Allied, no current or
former director, officer, member, manager or employee of or consultant to Allied
or the  Divisions  is in  violation  of any  terms of any  employment  contract,
non-competition  agreement,   non-disclosure  agreement,  patent  disclosure  or
assignment  agreement  or other  contract or  agreement  containing  restrictive
covenants relating to the right of any such director,  officer, member, manager,
employee or  consultant  to be  employed  or engaged by Allied or the  Divisions
because of the nature of the  business  conducted or proposed to be conducted by
Allied or the Divisions,  or relating to the use of trade secrets or proprietary
information of others.

2.24.    Broker or Finder.
         ----------------

         Neither  Allied nor any of its Affiliates nor any party acting on their
behalf has paid or become  obligated to pay any fee or commission to any broker,
finder or  intermediary  for or on account of the  transactions  contemplated by
this Agreement for which the Company or Crown would be responsible.

2.25.    Year 2000 Compliance and Readiness Matters.
         ------------------------------------------

         The Divisions have conducted  testing to determine whether the systems,
processes, products, equipment and services used in the Divisions' business have
achieved Year 2000 Readiness.

         The  Divisions  have made written  inquiries to its critical  suppliers
regarding  their  respective  Year  2000  Readiness.  To the  best  of  Allied's
knowledge,  such critical  suppliers will not be unable to perform the Contracts
due to Year 2000 Readiness issues.

         Allied,  on behalf of the  Divisions,  has made no  express  or implied
warranties  regarding the Year 2000 Readiness of the Divisions,  or any of their
Products or Services.



2.26.    Employee Plans.
         --------------

         Schedule  2.26  identifies  each  retirement,   pension,  bonus,  stock
purchase,  profit sharing,  stock option,  deferred  compensation,  severance or
termination pay, insurance,  medical,  hospital, dental, vision care, drug, sick
leave,  disability,   salary  continuation,   retiree  health,  legal  benefits,
unemployment  benefits,  vacation,  incentive  or  other  compensation  plan  or
arrangement  or  other   employee   benefit  that  is  maintained  or  otherwise
contributed  to, or required to be contributed  to, by Allied for the benefit of
employees or former employees of the Divisions and each Employee Pension Benefit
Plan that Allied or any trade or business  whether or not  incorporated  ("ERISA
Affiliate"),  that  together  with  Allied  would be deemed a "single  employer"
within the meaning of Section 401(b) of ERISA, sponsors, maintains,  contributed
to or is  required  to  contribute  to (the  "Employee  Plans")  and a true  and
complete copy of each Employee Plan has been  furnished to Crown.  Except as set
forth in Schedule  2.26,  each Employee  Plan has been  maintained in compliance
with its terms and with the  requirements  prescribed  by any and all  statutes,
orders,  rules and regulations that are applicable to such Employee Plan. Except
as set forth in  Schedule  2.26,  each  Employee  Plan which is  intended  to be
qualified  under Section 401(a) of the Code has been  determined by the Internal
Revenue  Service to qualify  under  Section  401(a) of the Code,  and the Trusts
created  thereunder  have been  determined  to be exempt from tax under  Section
501(a) of the Code,  and nothing has occurred which could cause the loss of such
qualification.  Allied has delivered to Crown the actuarial valuations,  if any,
prepared for each Employee Plan during the past three years. Except as described
in Schedule 2.26:

(a)      all contributions to and payments from each Employee Plan that may have
         been  required  to be made in  accordance  with  the  terms of any such
         Employee  Plan,  or with the  recommendation  of the  actuary  for such
         Employee Plan,  and, where  applicable,  the laws of the  jurisdictions
         that govern such Employee Plan, have been made in a timely manner;

(b)      all  material  reports,   returns  and  similar  documents   (including
         applications  for  approval  of  contributions)  with  respect  to  any
         Employee  Plan  required  to be filed with any  governmental  agency or
         distributed to any Employee Plan  participant have been duly filed on a
         timely basis or distributed;

(c)      there are no pending  investigations  by any governmental or regulatory
         agency or  authority  involving  or relating to an  Employee  Plan,  no
         pending or, to the best of its knowledge, threatened claims (except for
         claims for  benefits  payable in the normal  operation  of the Employee
         Plans), suits or proceedings against any Employee Plan or asserting any
         rights or claims to benefits  under any  Employee  Plan that could give
         rise to a liability  nor,  to the  knowledge  of Allied,  are there any
         facts  that  could  give  rise to any  liability  in the  event of such
         investigation, claim, suit or proceeding;

(d)      no  notice  has been  received  by Allied  of any  complaints  or other
         proceedings of any kind  involving  Allied or Divisions or, to Allied's
         best  knowledge,  any of the  employees  of the  Divisions  before  any
         pension  board or  committee  relating to any  Employee  Plan or to the
         Divisions; and

(e)      the assets of each Employee Plan are at least equal to the  liabilities
         of such Employee Plans based on the actuarial  assumptions  utilized in
         the most recent  valuation  performed by the actuary for such  Employee
         Plan,  and  neither  Crown  nor any of its  Affiliates  will  incur any
         liability  with  respect  to  any  Employee  Plan  as a  result  of the
         transactions contemplated by this Agreement.

2.27.    Ownership.
         ---------

         Except  as  disclosed  in the  Form  10-Q  filed  by  Allied  with  the
Securities and Exchange  Commission  for the quarterly  periods ending March 31,
1999 and June 30,  1999,  since  December  31,  1998 there has been no  material
change in the business,  operation,  financial condition,  assets, properties or
prospects of Allied's  businesses  other than the Divisions which will result in
Allied  not having  sufficient  financial  resources  to pay and  discharge  its
indemnification and other obligations herein as they become due.

         Except for the Bank Lien,  Allied represents and warrants to Crown that
100% of the membership  interests in the Company are owned  beneficially  and of
record by Allied,  free and clear of all  liens,  mortgages,  pledges,  security
interests, restrictions, prior assignments,  encumbrances and claims of any kind
or nature whatsoever.  Except for the Bank Lien, the membership interests in the
Company are not subject to any restriction with respect to their transferability
(other  than  restrictions  on  transfer  under  applicable  federal  and  state
securities laws).

2.28.    Capitalization.
         --------------

         There are no outstanding  rights,  options,  warrants,  rights of first
refusal,  subscriptions  or agreements of any kind to acquire,  now or as of the
Closing Date, from Allied any or all of its membership ownership in the Company.

2.29.    Status of the Company.
         ---------------------
         Except for the Bank Lien,  immediately  prior to the  conveyance of the
Interests  to Crown  hereunder,  Allied  will be the  sole  owner of 100% of the
membership  interests in the Company and have good and marketable title thereto,
free and clear of all liens,  claims,  security interests,  mortgages,  pledges,
encumbrances  and  equities of every kind.  At such time and except for the Bank
Lien,  Allied's  ownership of 100% of the Company's  membership  interests  will
entitle  Allied to full,  sole and exclusive  control and rights to the Company.
Allied's  ownership of the Company will constitute 100% of the ownership,  legal
or equitable,  to the Company, and no Person, except for Crown, has ever had any
ownership interest, legal or equitable, in or to the Company. The Certificate of
Formation and other organizational  documents relating to the Company will be in
full force and effect,  has not been  amended or  modified,  and there will have
been no  breaches,  defaults or notices  thereof or events which with or without
the passage of time or the giving of notice or both would constitute a breach or
default or both by Allied, and with no defaults or breaches thereof and there is
no basis for or event causing any such breach or default.  Neither  Allied,  nor
any  Affiliate  thereof,  is owed any sums by the Company.  The Company will not
have transacted any business prior to Closing.

2.30.    Great Bend Bonds.
         ----------------

         The Bond Trust  Indenture  is in full force and effect and has not been
amended.  There are no other  agreements or  instruments  governing or otherwise
affecting  Allied's or  Allied's  predecessor  in  interest's  obligations  with
respect to the Great Bend Bonds. All  indebtedness  under the Series A Bonds has
been paid in full.  The proceeds of the Series B Bonds were used  exclusively to
purchase  property  placed in  service  more than  three (3) years  prior to the
Closing Date.

2.31.    Sales Representatives.
         ---------------------

         Schedule  2.31  identifies  all  commission   salespersons   performing
services   for  the   Divisions   who  are   independent   contractors   ("Sales
Representatives"). No relationship other than as set forth in the Contracts with
the Sales  Representatives  exists  with any Sales  Representative.  Allied  has
previously  delivered to Crown:  (a) a list of all Sales  Representatives  as of
December 31, 1998 whose then current base commission on an annualized  basis was
in excess of $50,000 and is  reasonably  expected to be in excess of that amount
for fiscal year 1999 and (b) the then current  commission  rates  payable by the
Divisions to any Sales  Representative  referred to in the preceding clause (a).
To Allied's knowledge its relations with the Sales Representatives are generally
good.

2.32.    Current Product Lines.
         ---------------------

         Schedule 2.32  identifies the product lines  currently  manufactured by
the Divisions  ("Current  Product  Lines").  No model within the Current Product
Lines was  discontinued  because it was  unsafe or because of product  liability
problems.

2.33.    Disclosure.
         ----------

         None of the  representations  or warranties of Allied contained herein,
and none of the information contained in the Schedules referred to in Article 2,
is false or misleading in any material  respect or omits to state a fact here or
therein necessary to make the statements herein or therein not misleading in any
material  respect.  EXCEPT AS EXPRESSLY SET FORTH HEREIN,  ALLIED MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES.



                                   Article 3

               Representations, Warranties And Covenants Of Crown
               --------------------------------------------------

         As an  inducement  to  Allied  to  enter  into  this  Agreement  and to
consummate  the  transactions  contemplated  hereby,  Crown  hereby  represents,
warrants and covenants to Allied and agrees as follows:

3.1.     Organization of Crown.
         ---------------------

         Crown is a limited  liability company formed and in good standing under
the laws of the State of Delaware and has full power and authority to own, lease
or otherwise  hold its properties and assets and to carry on its business as now
conducted.

3.2.     Authority of Crown.
         ------------------

         Crown has full power and  authority  to enter into this  Agreement,  to
consummate the  transactions  contemplated  hereby and to comply with the terms,
conditions and provisions hereof.

         The  execution,  delivery and  performance  of this Agreement by Crown,
including,  without  limitation,  the deliveries  and other  agreements of Crown
contemplated  hereby,  have been duly authorized and approved by its Manager (to
the extent required) and do not require any further  authorization or consent of
any third party or of any  governmental  authority except as expressly set forth
herein.  This  Agreement  is, and each other  agreement or  instrument  of Crown
contemplated  hereby will be, the legal,  valid and binding  agreement of Crown,
enforceable  in  accordance  with  its  terms  except  for  the   Enforceability
Exceptions.

         Neither  the  execution   and  delivery  of  this   Agreement  nor  the
consummation  of the  transactions  contemplated  hereby will  conflict  with or
result  in any  violation  of or  constitute  a  default  under  any term of its
Articles  of  Formation  or its  Limited  Liability  Company  Agreement,  or any
agreement,  mortgage, debt instrument,  indenture,  franchise,  license, permit,
authorization,  lease or  other  instrument,  judgment,  decree,  order,  law or
regulation by which Crown is bound.

3.3.     Financial Matters
         -----------------

         Crown will have at the Closing the financial  wherewithal to consummate
and perform its obligations under this Agreement.

3.4.     No Broker or Finder.
         -------------------

         Neither  Crown nor any party  acting on its  behalf  has paid or become
obligated to pay any fee or commission to any broker, finder or intermediary for
or on account of the transactions contemplated by this Agreement.

                                   Article 4

                        Actions Prior To The Closing Date
                        ---------------------------------

         The respective  parties hereto covenant and agree to take the following
actions between the date hereof and the Closing Date:

4.1.     Investigation of the Divisions and Allied by Crown.
         --------------------------------------------------

         Allied  shall  afford  to  the  officers,   employees  and   authorized
representatives (including,  without limitation,  independent public accountants
and attorneys) of Crown,  its Affiliates  and its financing  sources  reasonable
access  during normal  business  hours and  opportunity  to conduct and complete
acquisition review (to be conducted so as to minimize the effect on the business
of the  Divisions),  including,  without  limitation a review of the  Divisions'
books and records, leases,  contracts and other agreements,  income tax returns,
public  accountant  work papers  supporting  the data  underlying  the Financial
Statements and Interim  Statements,  physical inspection of the Purchased Assets
(including  the Real  Property for the purpose of  conducting  an  environmental
audit and to inspect the Real  Property,  Fixed Assets and  Inventory),  and the
right to contact  and  communicate  with the  Divisions'  employees,  customers,
vendors,  suppliers,   independent  contractors,   representatives,   government
agencies and others having a business relationship with Allied, and Allied shall
provide  to Crown  all  authorizations  and  consents  required  to  effect  the
foregoing. Allied shall furnish to Crown and its authorized representatives such
additional  information  concerning  the  Assets and the  Divisions  as shall be
reasonably  requested.  No  investigation  made by Crown or its  representatives
hereunder shall affect the  representations  and warranties of Allied hereunder.
Not in limitation  of Section 11.1,  Crown agrees that it will keep and maintain
any and all information obtained by it, its agents and counsel confidential, and
will not make use of any such  information  other than for its evaluation of the
transactions  contemplated  by this  Agreement.  Crown shall  either  destroy or
return all information to Allied in the event that the transactions contemplated
by this Agreement do not occur.

4.2.     Preserve Accuracy of Representations and Warranties.
         ---------------------------------------------------

         Each of the parties hereto shall use reasonable best efforts consistent
with sound  business  practices  to refrain  from taking any action  which would
render any  representation  or warranty  contained  in Article 2 or Article 3 of
this  Agreement  inaccurate  on or before the  Closing  Date.  Each party  shall
promptly  notify the other of any (a) event or condition  which would render any
representation  or  warranty  set forth in  Article 2 or  Article 3 untrue or in
breach or would cause any  covenant in Article 2,  Article 3, or Article 4 to be
unfulfilled  or (b) any action,  suit or proceeding  that shall be instituted or
threatened against such party to restrain,  prohibit or otherwise  challenge the
legality of any transaction contemplated by this Agreement. In addition,  Allied
shall  promptly  update all Schedules and Exhibits when facts and  circumstances
change to warrant such updates to make such Schedules and Exhibits  accurate (it
being  understood that such updates shall not in any way diminish  Crown's right
to claim a breach  of this  Agreement  as a result of any such  update).  Not in
limitation of the foregoing, between the date of execution of this Agreement and
the Closing  Date,  Allied shall  conduct the  business of the  Divisions in the
usual and ordinary course, consistent with past practice, and shall not make any
material  changes in connection  with the Divisions  without first obtaining the
prior  written  approval  of Crown,  which  approval  shall not be  unreasonably
withheld.  Not in limitation,  but in furtherance  of the foregoing  Allied,  on
behalf of the Divisions,  shall not without the prior written  approval of Crown
(a) move any manufacturing,  warehouse or office site or enter into or terminate
any: (i) operating  lease for any Fixed Assets where the annual  rentals  exceed
Ten  Thousand  Dollars  ($10,000)  or the term exceeds one (1) year (unless such
lease could be terminated by tenant on 90 days or less notice without  penalty),
or (ii) capital  lease,  (b) enter into any agreements to purchase or sell Fixed
Assets,  Real Property or Inventory except in the ordinary course of business or
except in  accordance  with the  balance  of this  section,  (c) enter  into any
contracts,  leases or other  agreements  (x) outside of the  ordinary  course of
business  or (y) with  Allied or its  Affiliates,  (d) change  pricing or change
collection practices, (e) change salaries,  bonuses or compensation structure of
any  employee  or  independent  contractor,  (f)  terminate  or move to  another
operation of Allied or any Affiliate any employee of the  Divisions,  (g) merge,
liquidate, consolidate,  reorganize or change the organic structure of Allied or
the  Divisions,  (h) made any dividend or  distribution  of any of the Purchased
Assets,  (i)  change  any  accounting  policies  or  practices  or (j)  make any
commitment or agreement  with respect to the foregoing.  Further,  Allied agrees
that between the date hereof and the Closing,  it will use its  reasonable  best
efforts  consistent with sound business practices to maintain all Assets in good
operating order, ordinary wear and tear excepted.

4.3.     Consents and Approvals.
         ----------------------

         Allied,  at its  sole  cost and  expense,  shall  use its best  efforts
promptly to obtain all other  consents  from parties to Contracts  and leases of
Real Property (without increasing any financial or other burden on the assignee)
and all consents, amendments,  licenses or permits from governmental authorities
which are required by the terms thereof, this Agreement or otherwise for the due
and punctual  consummation of the  transactions  contemplated by this Agreement.
Allied  shall  also   cooperate   with  and  assist  Crown  and  its  authorized
representatives  in order to provide an  efficient  transfer  of the control and
management  of  the  Divisions  and  to  avoid  any  undue  interruption  in the
activities and operations of the Divisions following the Closing Date.

4.4.     Interim Financial Statements.
         ----------------------------

         Allied shall furnish  Interim  Statements to Crown on a periodic  basis
between the date hereof and Closing. The Interim Statements shall be prepared on
a basis  consistent with monthly  statements  prepared by the Divisions in prior
periods.

4.5.     No Public Announcements.
         -----------------------

         Neither of the parties hereto shall,  without the approval of the other
party,  make any press  release  or other  public  announcement  concerning  the
transactions  contemplated by this  Agreement,  except as and to the extent that
such party shall be so obligated by law or applicable  rules or  regulations  of
governmental  or  regulatory  agencies,  in which case the other  party shall be
advised  and the  parties  shall  use their  best  efforts  to cause a  mutually
agreeable  release  or  announcement  to  be  issued  (except  in  the  case  of
disclosures  which may not properly be  disclosed to Crown under any  securities
law, rule or regulation).

4.6.     Termination or Modification of Intercompany Agreements.
         ------------------------------------------------------

         As of the  Closing  Date,  all  Intercompany  Agreements  set  forth on
Schedule 4.6 hereof shall be, at Crown's election, either (a) terminated without
penalty or (b) modified on terms and conditions  mutually  agreed upon by Allied
and Crown. All such Intercompany Agreements are set forth on Schedule 4.6.

4.7.     Environmental Surveys.
         ---------------------

         Crown has  determined  that the items set forth on Schedule 4.7 require
remediation  in order to comply  with the  Environmental  Health and Safety Laws
(collectively,  the  "Remediation").  Prior to the Closing,  Allied shall engage
reputable environmental consultants and engineers (the "Engineers"),  reasonably
approved by Crown,  to devise a plan and  strategy  (the  "Plan") to perform the
Remediation  and to complete the  Remediation at Allied's sole cost and expense.
Crown shall have the right to approve the Plan,  provided  that such approval is
not  unreasonably  withheld  or  delayed,  and  observe  the  Remediation.   The
Remediation  shall be  completed  prior to the  Closing  and  Crown  shall  have
received  a  certificate  from  the  Engineers  that  the  Remediation  has been
completed and the subject areas,  and any other areas uncovered in the course of
the Remediation,  have been completed and comply with all  Environmental  Health
and  Safety  Laws (the  "Completion  Certificate").  If the  Remediation  is not
completed  prior to the  Closing,  or if Crown does not  receive an  unqualified
Completion  Certificate  prior to  Closing,  then Crown shall have the option to
proceed to Closing but (i) require  Allied to continue with the  Remediation  or
(ii) complete the  Remediation  itself and charge Allied the  reasonable  costs,
fees and expenses  incurred in completing the  Remediation.  Allied's  agreement
under this section does not limit its  representation  and warranty set forth in
Section 2.18 hereof.

4.8.     No Other Negotiations.
         ---------------------

         Upon  execution of this  Agreement,  Allied is not engaged in, or shall
immediately  terminate,  any  discussions  with any third  party  concerning  an
Alternative  Acquisition  (as  defined  below).  From and after the date of this
Agreement  until the earlier of the Closing or the termination of this Agreement
in  accordance  with its terms,  Allied and the Company  shall not,  directly or
indirectly,  (a) solicit,  engage in  discussions  or negotiate  with any person
(whether  such  discussions  or  negotiations  are  initiated  by Allied and the
Company  or  otherwise)  or take  any  other  action  intended  or  designed  to
facilitate the efforts of any person, other than Crown, relating to the possible
acquisition  of Allied or the Divisions  (whether by way of merger,  purchase of
capital  stock,  purchase of assets or  otherwise)  or any  material  portion of
Allied's  capital  stock or assets  (with any such  efforts by any such  person,
including a firm proposal to make such an  acquisition,  to be referred to as an
"Alternative  Acquisition"),   (b)  provide  information  with  respect  to  the
Divisions to any person,  other than Crown,  relating to a possible  Alternative
Acquisition  by any person,  other than Crown,  (c) enter into an agreement with
any person, other than Crown, providing for a possible Alternative  Acquisition,
or (d) make or  authorize  any  statement,  recommendation  or  solicitation  in
support of any possible  Alternative  Acquisition  by any person,  other than by
Crown.

         Notwithstanding  the  foregoing,  the  restrictions  set  forth in this
Agreement  shall not  prevent  the Board of  Directors  of Allied (or its agents
pursuant to its  instructions)  from taking any of the  following  actions:  (a)
furnishing information concerning Allied and the Divisions to any third party or
(b)  negotiating  with such third party  concerning an  Alternative  Acquisition
provided that all of the following  events shall have  occurred:  (1) such third
party has made a written  proposal to the Board of  Directors  of Allied  (which
proposal may be  conditional)  to consummate an  Alternative  Acquisition  which
proposal  identifies  a price or range of values to be paid for the  outstanding
securities or substantially all of the assets of Allied or of the Divisions, and
if  consummated,  based on the advice of the Allied's  investment  bankers,  the
Board of Directors of Allied has determined is financially more favorable to the
stockholders of Allied than the terms of this Agreement (a "Superior Proposal");
(2)  Allied's  Board of  Directors  has  determined,  based on the advice of its
investment bankers, that such third party is financially capable of consummating
such Superior  Proposal;  (3) Allied's Board of Directors shall have determined,
after consultation with its outside legal counsel,  that the fiduciary duties of
the Board of  Directors  of Allied  require  it to  furnish  information  to and
negotiate  with such third  party;  and (4) Crown  shall have been  notified  in
writing of such Superior  Proposal,  including all of its terms and  conditions,
and  shall  have  been  given  copies  of  such  proposal.  Notwithstanding  the
foregoing,  Allied shall not provide any  non-public  information  to such third
party unless (1) Allied has prior to the date thereof  provided such information
to Crown's representatives; (2) Allied has notified Crown in advance of any such
proposed  disclosure of non-public  information to any such third party,  with a
description of the information proposed to be disclosed; and (3) Allied provides
such non-public  information  pursuant to a  nondisclosure  agreement with terms
which are at least as  restrictive  as the  nondisclosure  agreement  heretofore
entered into between Allied and Crown.

         In addition to the foregoing, Allied shall not accept or enter into any
agreement concerning an Alternative Acquisition for a period of not less than 48
hours  after  Crown's  receipt  of a copy of  such  proposal  of an  Alternative
Acquisition. Upon compliance with the foregoing, Allied shall be entitled to (1)
not  recommend  or  change  its   recommendation   concerning  the  transactions
contemplated  herein  and (2) enter  into an  agreement  with such  third  party
concerning an Alternative Acquisition provided that the Allied shall immediately
make payment in full to Crown of the Termination Fee and such payment shall be a
condition to closing the Alternative Acquisition.

         If Allied  receives  any  unsolicited  offer or  proposal to enter into
discussions or negotiations relating to an Alternative Acquisition, Allied shall
notify Crown  thereof  within  twenty-four  hours of Allied's  receipt  thereof,
including  information  as to the identity of the party making any such offer or
proposal and the specific terms of such offer or proposal, as the case may be.

         Allied  shall be  entitled to provide  copies of this  Section to third
parties who on an entirely  unsolicited  basis  after the date  hereof,  contact
Allied  concerning  an  Alternative  Acquisition;   provided  that  Crown  shall
concurrently be notified of such contact and the delivery of such copy.

4.9.     Title Insurance and Surveys.
         ---------------------------

         Allied shall cooperate fully with and assist Crown in the  procurement,
at Allied's expense,  as soon as practicable,  but in no event later than twenty
(20) days after the date  hereof,  of, at  Crown's  election,  (a)  Commitments,
issued by Chicago  Title and Trust  Company,  committing to insure the Company's
title,  and showing  Allied in title to the Owned Real  Property  together  with
leasehold  interests in the Leased Real  Property  described on Schedule 4.9, in
the  amounts  indicated  on  Schedule  4.9 and with  extended  coverage  without
specific  exceptions,  3.1 zoning (with  parking and showing the existing use as
permitted  and  conforming),  contiguity,  location,  access to street,  survey,
creditor's  rights  and  nonimputation  endorsements,  subject  only to the Real
Estate Permitted Exceptions and exceptions which will be insured over or deleted
at  Closing  with  copies  of all  title  exception  documents  listed  in  such
commitments  and (b)  Surveys of each parcel of the Real  Property  set forth on
Schedule 4.9 made by licensed surveyors and certified to the Company,  as having
been made in compliance with 1997 ALTA/ACSM standards (showing to the extent the
surveyor is willing to provide at a  reasonable  cost all  optional  items under
such  standards  other than items 5 , 6, 7(b),  7(c) and 12, 13, 14, 15, 16) and
showing no  encroachments  thereon.  At Closing,  the Company shall receive ALTA
owners and leasehold  title insurance  policies  consistent with the Commitments
and the  Surveys.  Allied shall pay all costs,  fees and expenses in  connection
with the  procurement of such  Commitments,  policies and Surveys.  Allied shall
execute  and deliver at Closing  all  documents  and  instruments  necessary  to
transfer  the Real  Property  to the  Company  subject  only to the Real  Estate
Permitted  Exceptions,  and to  obtain  the  issuance  of such  title  insurance
policies, including the endorsements, including, without limitation, real estate
transfer tax declarations, FIRPTA affidavits,  environmental disclosure reports,
if required,  and such other documents,  affidavits and instruments necessary or
required to transfer the Real Property to the Company and to cause such policies
including the endorsements to be issued.  In addition,  Allied shall remove,  or
cause to be removed,  or insure  over prior to the  Closing  all liens,  claims,
encumbrances,  security  interests  and other  encumbrances  from the Owned Real
Property except for those items which are the Real Estate Permitted  Exceptions.
To the  extent  any claim by the  Company  under any title  insurance  policy is
reduced by virtue of the  imputation to Allied of knowledge or the imputation of
knowledge  to the  Company  solely due to the  knowledge  of Allied of any fact,
circumstance  or condition,  any recovery on such claim shall be  distributed to
Crown or allocated in such a way that Allied does not share therein, directly or
indirectly, as a member of the Company.

4.10.    Bulk Sales Act Compliance.
         -------------------------

         Based on the inducement  offered by Allied's  agreements under Sections
8.1(a)  and  8.1(c),  the  parties  hereto  agree to waive  compliance  with the
provisions of any applicable Bulk Sales statutes (collectively,  the "Bulk Sales
Acts") in connection with the transactions contemplated by this Agreement.

4.11.    Management Information Systems.
         ------------------------------

         Prior to the Closing, Allied will (a) reasonably document the location,
procedures  and  other   information   relating  to  the  Divisions'   computer,
telecommunications   and  overall  management   information  systems,  and  such
documentation shall be to a standard and clarity reasonably  acceptable to Crown
(and Allied shall coordinate the process of such  documentation  with Crown) and
(b)  obtain,  at its sole cost and  expense,  licenses  for the  Company for all
software now being used by the Divisions, or licenses which will be transferable
to the Company without the consent of or any payment to the licensor.

4.12.    Business Activity of the Company.
         --------------------------------

         Except as otherwise  provided in this Agreement,  the Company shall not
conduct  any  business  prior  to or on the  Closing  Date,  including,  without
limitation, acquiring assets or assuming liabilities.

4.13.    Loan Secured by Allied's Interest in the Company.
         ------------------------------------------------

         Allied shall use its best  efforts to obtain a loan,  secured by, among
other assets,  Allied's  membership interest in the Company, on terms reasonably
acceptable to Crown,  a portion of the proceeds of which will be used,  together
with the proceeds of the transactions  hereunder, to pay and discharge as of the
Closing Date, all of Allied's obligations under the Credit Agreement.

                                   Article 5

                                Other Agreements
                                ----------------

5.1.     Non-Competition Agreements.
         --------------------------

         As of the Closing,  Allied shall, in  consideration  for receipt of the
Purchase Price and the Company's  assumption of the Assumed  Liabilities,  enter
into a Non-Competition  Agreement (the "Non-Competition  Agreement") in the form
attached hereto as Exhibit 5.1.

5.2.     Management Services.
         -------------------

         At Closing,  CC  Industries,  Inc.  ("CCI") and the Company shall enter
         into a Management  Services  Agreement in a form to be mutually agreed
         upon by the parties prior to the Closing Date.

5.3.     Limited Liability Company Agreement.
         -----------------------------------

         At the Closing,  Allied and Crown shall enter into a Limited  Liability
Company  Agreement  for the Company in the form  attached  hereto as Exhibit 5.3
with such changes to Sections 5.3(e),  5.4(b) and 5.4(c) as shall be agreed upon
by the parties prior to the Closing Date.

5.4.     Employment Agreements.
         ---------------------

         The Company shall enter into employment and non-competition  agreements
in a form to be mutually  agreed upon by the parties  prior to the Closing  Date
with the following  individuals:  Bobby  Middlebrooks,  James Bearden and Robert
Moore, respectively.

5.5.     Miscellaneous Insurance Matters.
         -------------------------------

         At Closing,  Allied will at its expense name Crown and the Company, and
their respective partners, shareholders,  owners, directors, managers, officers,
employees, agents, affiliates and its and their respective successors,  assigns,
partners,  heirs and personal  representatives,  as additional insureds as their
interests  may appear with respect to Excluded  Liabilities  related to products
manufactured  and sold by the  Divisions and their  predecessors  on its general
liability, product liability and excess liability insurance policies and furnish
Crown with evidence of such insurance coverage.

         At  Closing,   Company  will  at  its  expense  name  Allied,  and  its
shareholders,  directors,  officers,  employees,  agents, affiliates and its and
their   respective   successors,   assigns,   partners,   heirs   and   personal
representatives,  as  additional  insureds  as their  interests  may appear with
respect to Assumed Liabilities related to products  manufactured and sold by the
Divisions prior to the Closing on its general  liability,  product liability and
excess  liability  insurance  policies and furnish  Allied with evidence of such
insurance coverage.

5.6.     Discharge of Excluded Liabilities and Assumed Liabilities.
         ---------------------------------------------------------

         Allied shall timely pay, perform or discharge,  as the case may be, all
of the Excluded Liabilities.

5.7.     Name.
         ----

         From and after the Closing Date and  consistent  with the terms hereof,
Crown shall possess, to the exclusion of Allied and the Divisions, all rights to
the use of the name or marks  listed  on  Schedule  2.23  hereto,  and all logos
listed on Schedule 2.23 hereto, in connection with the business of manufacturing
and distributing the Products, whether currently or in the future,  manufactured
and  distributed by the business of the Divisions.  Allied shall change the name
of all  subsidiaries and Affiliates of Allied which contains one of the names or
marks  listed on  Schedule  2.23  hereto,  "Bush  Hog" and  "Great  Bend",  or a
derivative  thereof,  to a name which is not so listed,  or similar to a name so
listed, promptly as practicable following the Closing Date.

5.8.     Payment of Great Bend Bonds.
         ---------------------------

         On or as of the Closing Date,  Allied shall either (A) repay in full or
cause to be repaid in full,  all  indebtedness  of Allied  pursuant to the Great
Bend Bonds and  deliver to the Company  and Crown  evidence of such  payment and
releases of all collateral relating thereto or (B) provide Crown and the Company
with such  representations  and warranties as shall be reasonably  acceptable to
Crown with regard to the Great Bend Bonds, with an agreement with the Trustee of
the Great Bend Bonds to accept  funds at  Closing  sufficient  to call the Great
Bend  Bonds on March 1, 2000 and to call such  bonds on such date and with other
legal  protection  reasonably  acceptable  to Crown against  Allied's  creditors
obtaining the funds to be used to call the bonds in connection with a bankruptcy
or otherwise.

5.9.     Great Bend Manufacturing Plant.
         -------------------------------

         By written  notice  delivered to Allied by Crown ten (10) days prior to
the Closing Date Crown may elect to include in the Purchased Assets Tracts 1 and
4 in Great Bend,  Kansas,  as described on Exhibit  1.2(c) and all  improvements
thereon,  in which event such Owned Real Property shall not be an Excluded Asset
and there shall be no  Manufacturing  Lease executed and delivered by Allied and
the Company.

                                   Article 6

                  Conditions Precedent To Obligations Of Crown
                  --------------------------------------------

         The  obligations of Crown under this Agreement  shall be subject to the
satisfaction,  on or prior to the Closing  Date, of each of the  conditions  set
forth below.  The waiver of any of these  conditions  by Crown shall not relieve
Allied of any liability or obligation relating thereto.

6.1.     No Misrepresentation or Breach of Covenants and Warranties.
         ----------------------------------------------------------

         Allied's  covenants  and  agreements  contained  herein shall have been
performed or fulfilled in all material respects; each of the representations and
warranties  of Allied  contained or referred to herein shall be true and correct
in all material  respects on the Closing Date as though made on the Closing Date
except for (a) those  representations  and warranties set forth in Sections 2.1,
2.4 and  2.14,  which  shall be true and  correct  in all  respects,  (b)  those
representations  and warranties already qualified by materiality and (c) changes
therein  specifically   permitted  by  this  Agreement  or  resulting  from  any
transaction expressly consented to in writing by Crown and; and there shall have
been delivered to Crown a certificate or certificates to that effect,  dated the
Closing  Date,  signed on behalf of Allied,  by its  President or any  executive
officer.

6.2.     Corporate Action.
         ----------------

         Allied  shall  have  taken  all  corporate  action  including,  without
limitation,  the  requisite  shareholder  approval,  necessary  to  approve  the
transactions  contemplated  by this  Agreement  prior to the  execution  of this
Agreement,  and, upon execution of this  Agreement,  Allied shall have furnished
Crown  with  certified  copies  of  the  resolutions  adopted  by its  Board  of
Directors,  in  form  and  substance  satisfactory  to  counsel  for  Crown,  in
connection with such transactions.  Prior to Closing, Allied shall have provided
Crown with  evidence  satisfactory  to counsel to Crown,  that the  transactions
contemplated herein have been approved by Allied's stockholders.

6.3.     No Restraint or Litigation.
         --------------------------

         No action, suit, investigation or proceeding shall have been instituted
and  pending  or  threatened  in  writing by any third  party,  governmental  or
regulatory agency to restrain,  prohibit or otherwise  challenge the legality or
validity of the transactions contemplated hereby.

6.4.     Necessary Actions.
         -----------------

         At the Closing, (i) Allied shall have obtained all third-party consents
and  approvals,  as well as licenses and  permits,  required for the transfer of
the:  (a)  Interests  to Crown  free and clear of all Liens;  and (b)  Purchased
Assets  to  the  Company  free  and  clear  of  all  Liens,  including,  without
limitation,  the  Bank  Lien,  but  subject  to the  Permitted  Exceptions,  and
including,  without  limitation,  the  consents and  approvals  required for the
assignment  to the Company of the  Contracts as set forth on Schedule  6.4, (ii)
all necessary  regulatory  approvals have been obtained,  (iii) the Intercompany
Agreements other than those set forth on Schedule 4.6 shall have been terminated
or modified  without  penalty or cost to the Divisions or the Company,  and (iv)
the consents and estoppel letters of those landlords of Leased Real Property set
forth on  Schedule  2.10(b)  and other  parties  to  Contracts  shall  have been
obtained.

6.5.     Legal Opinion.
         -------------

         Crown shall have  received an opinion from  Gardner,  Carton & Douglas,
counsel to Allied, in form and substance  reasonably  satisfactory to counsel to
Crown, which opinion shall include, without limitation,  the representations and
warranties made by Allied in Sections 2.1 and 2.4 (to the best of such counsel's
knowledge  after a due and  diligent  inquiry  with  regard to  conflicts),  and
2.17(b)  and (c)  (to the  best  of  such  counsel's  knowledge  after a due and
diligent  inquiry) in a form to be mutually  agreed upon by the parties prior to
the Closing Date.

6.6.     Release of Obligations under Letters of Credit of the Divisions.
         ---------------------------------------------------------------

         No less than three (3) days prior to the Closing,  Allied shall deliver
a schedule of its open Letters of Credit for the Divisions to Crown. At Closing,
the  Company  shall  cause to be  delivered  to the  issuing  bank under  Credit
Agreement,  letters of credit with terms and availability equivalent to Allied's
Letters of Credit for the  Divisions  outstanding  on the Closing  Date. No less
than  three (3) days  prior to the  Closing,  Allied  shall  deliver  to Crown a
schedule showing all letters of credit relating to the Divisions issued in favor
of Allied including, without limitation, in connection with the sale of products
outside of the United States,  indicating on such schedule the specific  account
receivables which relate to each such letter of credit.  At the Closing,  Allied
shall  assign to the Company all such letters of credit  issued  relating to the
Divisions in favor of Allied,  having  obtained the consent of the issuing banks
thereto,  or Allied shall  provide  substitute  letters of credit to the Company
reasonably  acceptable to the Company.  All costs or fees incurred in connection
with such assignments shall be paid by Allied.

6.7.     Estoppel Certificates.
         ----------------------

         Crown shall have  received  from Allied on or before  Closing,  without
expense  to Crown the  Estoppel  Certificate.  The  Estoppel  Certificate  shall
otherwise be in form satisfactory to Crown.

6.8.     Allied Loan.
         -----------

         Allied  shall  have:   (i)  obtained  the  release  of  the  Bank  Lien
conditional only upon payment by Crown of the Estimated  Purchase Price and (ii)
obtained  release(s) of any other Liens on the Purchased  Assets and  Interests,
other than the Permitted Exceptions only with respect to the Purchased Assets.

6.9.     Other Documentation.
         -------------------

         Crown shall have received all of the documents and showings required to
be  delivered  by Allied at the  Closing  pursuant to Section  1.7(a)  hereof or
otherwise  referred  to in  Article 4 or  Article 5 herein,  including,  without
limitation,  the commitments and surveys provided in Section 4.9 hereof and such
other documentation  reasonably  requested by counsel to Crown and necessary and
appropriate to complete the transactions contemplated hereby.

                                   Article 7

                  Conditions Precedent To Obligations Of Allied
                  ---------------------------------------------

         The  obligations of Allied under this Agreement shall be subject to the
satisfaction,  on or prior to the Closing  Date, of each of the  conditions  set
forth below.  The waiver of any of these  conditions by Allied shall not relieve
Crown of any liability or obligation relating thereto.

7.1.     No Misrepresentation or Breach of Covenants and Warranties.
         ----------------------------------------------------------

         Each of Crown's  covenants and agreements  contained  herein shall have
been   performed  or  fulfilled   in  all   material   respects;   each  of  the
representations and warranties of Crown contained or referred to herein shall be
true and correct on the Closing  Date as though made on the Closing  Date except
for (a) those  representations  and warranties set forth in Sections 3.1 and 3.2
which shall be true and correct in all respects,  (b) those  representations and
warranties already qualified by materiality and (c) changes therein specifically
permitted  by  this  Agreement  or  resulting  from  any  transaction  expressly
consented to in writing by Allied; and there shall have been delivered to Allied
a certificate or certificates to such effect, dated the Closing Date, and signed
on behalf of Crown by the President or other executive officer of CCI.

7.2.     Company Action.
         --------------

         Crown  shall have taken all  Company  action  necessary  to approve the
transactions  contemplated  by this  Agreement,  and Crown shall have  furnished
Allied certified copies of resolutions  adopted by the manager of Crown, in form
and  substance  satisfactory  to counsel for  Allied,  in  connection  with such
transactions.

7.3.     No Restraint or Litigation.
         --------------------------

         No action, suit or proceeding shall have been instituted and pending or
threatened  in writing by any third party or  governmental  agency to  restrain,
prohibit or otherwise  challenge  the  legality or validity of the  transactions
contemplated hereby.

7.4.     Certain Approvals.
         -----------------

         The approvals  required by section 6.4(ii) and the approval of Allied's
stockholders shall have been obtained.

7.5.     Legal Opinion.
         -------------

         Allied shall have  received an opinion from Gould & Ratner,  counsel to
Crown,  in form and  substance  reasonably  satisfactory  to  counsel  to Allied
opining to the  representations and warranties made by Crown in Sections 3.1 and
3.2 in the form reasonably acceptable to the parties prior to the Closing Date.

7.6.     Financial Matters.
         -----------------

         Crown shall have the financial  wherewithal  to consummate  and perform
its obligations hereunder.

7.7.     Other Documentation.
         -------------------

         Allied shall have  received the Purchase  Price as set forth in Section
1.5(d) hereof and all of the documents and showings  required to be delivered by
Crown at the Closing  pursuant to Section  1.7(b) hereof or otherwise  contained
herein, and such other documentation  reasonably  requested by counsel to Allied
and necessary and appropriate to complete the transactions contemplated hereby.

                                   Article 8

                                 Indemnification
                                 ---------------

8.1.     Indemnification by Allied.
         -------------------------

         Notwithstanding  any  investigation  by Crown or the  occurrence of the
Closing, Allied, with its successors and assigns, shall indemnify and hold Crown
and  the  Company,   jointly  and  severally,  and  their  respective  partners,
shareholders,   owners,  directors,   managers,  officers,   employees,  agents,
affiliates and its and their respective successors, assigns, partners, heirs and
personal  representatives  (collectively,  the "Crown  Group"),  harmless  from,
against or in respect of the aggregate of all  Indemnifiable  Damages  suffered,
incurred  or  realized  by  the  Crown  Group.   For  this  purpose,   the  term
"Indemnifiable  Damages"  means the  aggregate  (after any recovery  under title
insurance policies which the Company has rights and under which it agrees to use
commercially  reasonable  efforts to make  claims) of any and all damage,  loss,
deficiency,  liability,  expense (including,  but not limited to, any reasonable
attorney's fees, expert witness fees, court costs and expenses),  action,  suit,
proceedings, demand, settlement,  assessment or judgment (but excluding special,
exemplary or consequential damages not related to third party claims or a breach
of the  representation  set forth in Section 2.30) to or against the Crown Group
arising out of or in connection with:

(a)      Any debt, obligation, or liability of Allied or its Affiliates which is
         not  expressly  assumed  by  the  Company  herein,  including,  without
         limitation, the Excluded Liabilities, any debt, obligation or liability
         in connection with the tax  examinations  and proceedings  disclosed on
         Schedule  2.8,  the  litigation  disclosed  on Schedule  2.17,  whether
         arising prior to, on or after the Closing,  the  Environmental  Matters
         disclosed on Schedule 2.18, and any  liabilities  arising in connection
         with the matters set forth in Section 1.4

(b)      Any breach or violation of or  non-performance  by Allied of any of its
         representations,  warranties, covenants or agreements contained in this
         Agreement or any other agreement or document  delivered at Closing,  or
         the amount by which the title  insurer  has failed to pay to either the
         Company  or Crown  100% of any claim  under any of the title  insurance
         policies  provided  for in  Section  4.9  hereof by reason of a defect,
         lien, encumbrance, adverse claim or other matter not known to Crown but
         which was known as of the date of the policy to Allied;

(c)      Notwithstanding  the  provisions of Section 4.10,  any violation of the
         Bulk Sales Laws or other similar laws requiring  notice to governmental
         and   non-governmental   creditors   caused  by   consummation  of  the
         transactions  contemplated  by this  Agreement,  but only to the extent
         such violation relates to debts,  obligations and liabilities which are
         not Assumed Liabilities; and

(d)      Any  obligation,  liability  or  commitment  to any  broker,  finder or
         financial  intermediary  incurred  by  Allied  in  connection  with the
         transactions contemplated hereby.

         Notwithstanding  anything to the contrary in this  Agreement,  Allied's
indemnification  obligations  for matters  involving,  relating to or  otherwise
arising out of Environmental Health and Safety Laws, including the Environmental
Matters  disclosed  on  Schedule  2.18,  shall  extend  only to  third  party or
governmental  claims  arising  from  pre-Closing  activity.  The  parties  shall
cooperate with respect to the resolution of any claim, including the performance
of any remedial actions, for which  indemnification is being sought by Crown and
the  Company,  and shall agree to  risk-based  remediation  consistent  with the
current use of the property, so long as such remediation does not interfere with
or prohibit the Company's  ongoing plans and  operations.  Allied shall have the
right to defend against any obligation to perform remedial activities as ordered
by an  appropriate  governmental  agency or third  party or any  allegations  of
noncompliance with an Environmental Health and Safety Laws.

         Crown  and  the   Company   shall   provide   Allied  and  any  of  its
representatives and agents, where appropriate,  reasonable access to any site or
any of its  operations  and provide any  sampling  results or other  information
regarding  the nature  and extent of any  environmental  claims,  if  requested,
sufficient to allow Allied to assess any risks  present and the  appropriateness
of any proposed remedial  activities at a site. Crown and the Company shall take
no actions which may aggravate any claim subject to indemnification.

         Without  limiting the generality of the foregoing,  with respect to the
measurement of Indemnifiable Damages, Crown and the Company shall have the right
to be put in the same  financial  position as it would have been had each of the
representations  and  warranties of Allied been true and correct and had each of
the  covenants  and  agreements  of Allied been  performed  in full,  subject to
Section 8.4.

         Allied's  obligations  pursuant  to this  Section  8.1 shall be secured
pursuant  to the  terms  of an  Indemnity  Security  Agreement  in a form  to be
mutually  agreed upon by the parties  prior to the Closing Date (the  "Indemnity
Security  Agreement").  The  Indemnity  Security  Agreement  shall grant Crown a
security interest in (A) Allied's  membership interest in the Company which will
be  subordinate  to any  security  interest  described  in Section  4.13 and (B)
Allied's right to distributions from the Company.

8.2.     Indemnification by Crown.
         ------------------------

         Notwithstanding the Closing, Crown and its successors and assigns shall
indemnify and hold  harmless  Allied,  its  shareholders,  directors,  officers,
employees,   agents   and  its   successors,   assigns,   heirs   and   personal
representatives (collectively, the "Allied Group"), from and with respect to all
Indemnifiable  Damages suffered,  incurred or realized by Allied Group, together
with their successors and assigns, arising out of or in connection with:

(a)      Any breach or violation of, or non-performance  by, Crown of any of its
         representations,  warranties, covenants or agreements contained in this
         Agreement or in any document,  certificate  or schedule  required to be
         furnished pursuant to this Agreement;

(b) Any  obligation,  liability or commitment  of the Company  arising after the
Closing other than Excluded Liabilities; and

(c)      Any  obligation,  liability  or  commitment  to any  broker,  finder or
         financial  intermediary  incurred  by  Crown  in  connection  with  the
         transactions contemplated hereby.

         Without  limiting the generality of the foregoing,  with respect to the
measurement of Indemnifiable  Damages,  the Allied Group shall have the right to
be put in the same  financial  position  as it would  have  been had each of the
representatives  and  warranties  of Crown been true and correct and had each of
the covenants and agreements of Crown been performed in full, subject to Section
8.4.

8.3.     Indemnification by the Company.
         ------------------------------

         Notwithstanding the Closing, the Company and its successors and assigns
shall  indemnify  and hold the  Allied  Group  harmless  from all  Indemnifiable
Damages  suffered,  incurred or realized by Allied  Group,  together  with their
successors  and  assigns,  arising  out of or in  connection  with  the  Assumed
Liabilities.

8.4.     Limitation of Damages.
         ---------------------

         The foregoing  obligations  described in Sections 8.1 and 8.2 shall be
         subject to and limited by the following  principles and limitations:

(a)      All  representations  and warranties of Allied  contained in Article 2
         of this Agreement shall survive the consummation of the transactions
         contemplated  by this Agreement  from the Closing Date through the date
         that is 18 months  following the Closing Date and shall  thereafter
         terminate,  provided,  however,  that  notwithstanding  the  foregoing,
         the  representations  and warranties  contained in (1) Sections  2.1,
         2.4,  2.10(a) (but only in  connection  with Owned Real  Property for
         which title insurance has not been received by Crown as of the
         Closing), 2.14 and 2.24 shall be of unlimited duration;
         (2) Sections 2.8, 2.22 and 2.30 shall  terminate 60 days after the
         expiration of the statute of  limitations applicable to such matter (as
         such periods may be extended by any applicable  waivers or extensions
         thereof); (3) Section 2.18 shall terminate on the date that is ten (10)
         years following the Closing  Date; and (4) any  provision of Article 2
         shall not  terminate to the extent that Indemnifiable  Damages  result
         from either  Allied's fraud or willful  misstatements.  All
         representations  and warranties of Crown contained in Article 3 of this
         Agreement  shall survive the  consummation  of the  transactions
         contemplated  by this Agreement  from the  Closing  Date  through  the
         date that is 18  months  following  the  Closing  Date and  shall
         thereafter terminate,  provided,  however,  that notwithstanding the
         foregoing,  the representations and warranties contained in Sections
         3.1 and 3.2 shall be of unlimited  duration.  Claims first  asserted
         within the period  referred to above shall not be barred and shall
         survive indefinitely until such claims are resolved.

(b)      Allied shall not be  responsible  to Crown Group under  Section  8.1(b)
         unless and until the  aggregate of all  Indemnifiable Damages  suffered
         by Crown under that Section 8.1(b) exceeds  $200,000 and then Allied
         shall be responsible to fully indemnify Crown Group for all
         Indemnifiable  Damages in excess  thereof, provided, however, that this
         provision  shall not apply to breaches of the  representations and
         warranties  contained in Sections 2.1, 2.4, 2.5, 2.10(a) (last three
         sentences,  but only in connection with Real Property for which title
         insurance  described in Section 4.9 has not been received by Crown as
         of the Closing), Sections 2.14,  2.22,  2.24 and 2.30, and with respect
         to breaches  resulting from either Allied's fraud or willful
         misstatements,  in any  such  events  for  which  Crown  Group shall be
         fully  indemnified  notwithstanding  the  amount  of Indemnifiable
         Damages. Crown shall not be  responsible  to Allied Group under
         Section  8.2(c) unless and until the aggregate of all  Indemnifiable
         Damages  suffered by Allied Group under that Section  8.2(c)  exceeds
         $200,000 and then Crown shall be responsible to fully indemnify Allied
         Group for all  Indemnifiable  Damages in excess thereof,  provided,
         however,  that this provision  shall not apply to  breaches of the
         representations  and  warranties  contained  in Sections  3.1 and 3.2
         and with respect to breaches  resulting from either Crown's fraud or
         willful  misstatements,  in any such events for which Allied Group
         shall be fully indemnified notwithstanding the amount of Indemnifiable
         Damages.

8.5.     Notice of Claims.
         ----------------

         If any claim is made against a party which,  if  sustained,  would give
rise to a liability of the other  hereunder,  the Claiming  Party shall promptly
cause notice of the claim to be delivered  to the  Non-claiming  Party and shall
afford  the  Non-claiming  Party  and its  counsel,  at its  sole  expense,  the
opportunity to defend or settle the claim  (provided that the Claiming Party and
its counsel may  participate  at their sole cost and expense)  provided that the
Non-claiming  Party admit in writing  its  responsibility  for such  claim.  Any
notice of a claim shall state with reasonable  specificity  the  representation,
warranty,  covenant or agreement allegedly  breached,  the alleged basis for the
claim, and the amount of liability asserted against the other party by reason of
the claim (if such  amount  can be  reasonably  estimated).  If such  notice and
opportunity  are not given,  or if any claim is compromised  or settled  without
notice to and consent of the  Non-claiming  Party, no liability shall be imposed
on the Non-claiming  Party by reason of such claim (unless the claiming party is
prejudiced by any such failure to timely  provide notice or assume the defense),
but if notice is given and the Non-claiming  Party receiving the notice fails to
assume the defense of the claim or fails to admit in writing its liability  with
respect to such claim, the claim may be defended,  compromised or settled by the
Claiming Party without the  Non-claiming  Party's  consent and the  Non-claiming
Party  shall  remain  liable  under  this  Article 8.  Notwithstanding  anything
contained in this  Section 8.5 to the  contrary,  the Claiming  Party may retain
control over the defense of any claim  hereunder if such control is necessary to
(i) prevent  its assets or business  from being  seized,  attached or  otherwise
encumbered or enjoined as a result of such third-party action or (ii) respond to
and  control  any action  requiring  immediate  response,  such as  prayers  for
injunctive and other emergency relief.  The parties shall cooperate at all times
in reasonable requests for documents, testimony and other forms of assistance in
connection with any claim pursuant to this Section 8.5. The  Non-claiming  Party
shall not in the defense of any such claim  consent to the entry of any judgment
against or affecting the Claiming Party or any Affiliate  (other than a judgment
or a dismissal on the merits and without costs) except with the written  consent
of the Claiming Party (which shall not be unreasonably  withheld or delayed), or
enter into any  settlement  (except  with the  written  consent of the  Claiming
Party,  which shall not be  unreasonably  withheld  or  delayed)  which does not
include as an  unconditional  term  thereof  the giving by the  claimant  or the
plaintiff to the Claiming Party of a full release in respect to such claim.

         If the claim does not arise from the claim or demand of a third  party,
the  Non-claiming  Party  shall have  thirty  (30) days after the receipt of the
written  notice of such claim to object to the claim by giving written notice to
the Claiming Party  specifying the reasons for such objection or objections.  If
the Non-claiming  Party does not so object to the claim, the total amount of the
claim shall be promptly  paid by the  Non-claiming  Party.  If the  Non-claiming
Party  objects  to the  claim and the  parties  are  unable  to settle  any such
dispute,  then the  parties  shall  have all rights  and  remedies  at law or in
equity,  and either the  Claiming  Party or  Non-claiming  Party may commence an
action or proceeding in accordance with Section 11.2 to resolve such dispute.

                                   Article 9

                      Employees And Employee Benefit Plans
                      ------------------------------------


9.1.     Employment.
         ----------

(a)      Within ten (10) days after  execution of this  Agreement,  Allied shall
         deliver to the Company a complete list of all Employees. The list shall
         include the name, social security number,  position and compensation of
         each person on the list and indicate which are on  disability,  layoff,
         leave of absence  and which are  actively  at work.  Allied  shall also
         provide such other information  regarding such Employees as the Company
         shall reasonably require and as is permitted by law.

(b)      On and as of the Closing  Date,  Allied will take all action  necessary
         to  terminate  the  Employees.  In  addition,  on the Closing Date,
         Allied shall cause to be paid to all Employees all payroll sums owing,
         including,  without limitation,  "golden parachute",  or other benefits
         due to the Employees  through the close of business on the Closing Date
         or as a result of their termination  of employment on or before the
         Closing Date,  except for Accrued  Payroll Items and the  Middlebrooks
         Retirement Liability, and shall indemnify, defend and hold harmless the
         Company from and against all Indemnifiable Damages resulting or arising
         from such sums.  Allied shall also pay on or before the date such
         amounts are  customarily  paid to Employees  (i) all incentive
         compensation  and  bonuses  payable to  Employees  employed  by Allied
         immediately  prior to the  Closing  Date in accordance with the Allied
         Products  Management Bonus Plan, the 1999 Incentive  Compensation Plan
         for Great Bend Manufacturing Company and any similar plan  maintained
         for Employees  based on the  performance  of the Divisions  through the
         Closing Date even though such  Employees  were  terminated  as of the
         Closing  Date and (ii) the  Christmas  bonuses  normally  payable to
         Employees even though such Employees are terminated as of Closing Date.
         Effective as of the Closing,  the Company shall offer employment to not
         less than  ninety-five  percent  (95%) of all Active  Employees of the
         Divisions  on terms and  conditions substantially  equivalent,  except
         as otherwise  provided in Section  9.1(d),  to the terms and conditions
         of the  Employee's employment  with the Divisions  prior to the Closing
         Date, to be effective on the Closing Date subject to the  provisions of
         Section  5.4. All Active  Employees  who accept  employment  with the
         Company,  except as otherwise  agreed by the Company in writing,  shall
         be "at-will"  employees.  Allied shall be solely  responsible for all
         costs and  liabilities  other than those associated  with the Company's
         failure  to  reinstate  an  Active or  Inactive  Employee or a group of
         Active or Inactive Employees, whether arising under statute,  contract,
         common law or from any other source relating to those Employees who (A)
         are terminated by Allied prior to the Closing,  (B) are Inactive
         Employees,  (C) are terminated by Allied at the Closing Date and who
         decline the offer of  employment to join the Company or (D) are not
         offered  employment  by the Company.  In the event that an  Inactive
         Employee  is able to return to  employment on a  full-time  basis after
         Closing,  the  Company may offer employment to such Inactive  Employee
         on terms and  conditions  comparable to those of similarly  situated
         employees  and, if such offer is  accepted,  the  Company  shall be
         responsible  for all terms and  conditions  of  employment  relating to
         such employee  relating to periods from and after the date of
         commencement  of employment  with the Company,  it being  understood
         that the Company shall have no liability,  commitment and obligation to
         any Inactive  Employee unless and until such Inactive Employee is hired
         by the Company in accordance with this sentence and in accordance with
         applicable law.

(c)      Effective as of the Closing,  the Company  shall adopt Employee Welfare
         Benefit Plans  providing  benefits to its employees substantially
         identical to the  benefits  provided to  Employees  of the  Divisions
         under Employee Welfare  Benefit Plans maintained by Allied  immediately
         prior to the Closing.  To the extent possible the Employee  Welfare
         Benefit Plans providing health and dental  benefits  adopted by the
         Company shall be  administered  by the same providers or administrators
         for the plans  maintained  by Allied for the  Employees.  For each
         Employee  hired by the  Company  and to the  extent not  otherwise
         required by applicable law, the Company shall cause to be waived any
         eligibility waiting periods and preexisting  conditions, limitations or
         restrictions  under the Company's  Employee Welfare Benefit Plans which
         would not be applicable to the Employee under the corresponding  Allied
         Employee  Welfare Benefit Plan. The Company shall give all Active
         Employees who are hired by the Company  credit for deductible and other
         out of pocket,  medical and dental costs  incurred by such  employees
         under the comparable the Allied Employee Welfare Benefit Plans so there
         is no loss of benefits or coverage  under such plan.  Nothing herein
         shall prohibit the Company from amending,  modifying,  replacing or
         terminating any such Employee Welfare Benefit Plans at any time after
         Closing.  Any such employee who, on the Closing Date, is receiving long
         term  disability  benefits  pursuant to the  Allied's  Employee Welfare
         Benefits  Plans who is disabled  and has not met the  required  waiting
         period under the Allied's  Employee  Welfare  Benefit  Plans  shall not
         be  entitled  to long term  disability  coverage  under any such  plans
         established by the Company,  but rather shall continue to receive such
         benefits under the Allied's  Employee  Welfare  Benefit Plans to the
         extent  provided  therein.  All claims for  reimbursement  of expenses
         that are  reimbursable  under the Allied's Employee Welfare Plans and
         that were incurred prior to the Closing will be the responsibility of
         Allied.

(d)      Except for the  Middlebrooks  Retirement  Liability  and as provided in
         Section 9.2(b), the Company shall have no obligation to adopt or assume
         any Employee Plans maintained by Allied and shall have no obligation to
         provide benefits to employees equivalent to the benefits provided under
         the Allied Products Corporation  Retirement Plan, the Bush Hog Division
         of Allied Products  Corporation's Hourly Wage Employees Pension Plan or
         any  bonus,  incentive  compensation  or  stock  option  maintained  or
         provided by Allied.

(e)      Allied shall take such action as is necessary to terminate the Bush Hog
         Division of Allied Products  Corporation  Hourly Wage Employees Pension
         Plan  (the  "Money  Purchase  Plan"),   including  without  limitation,
         obtaining a favorable  determination  letter from the Internal  Revenue
         Service  that  such   termination   does  not  affect  the   continuing
         qualification  of the Money  Purchase Plan under Section  401(a) of the
         Code, and to distribute to the participants,  their account balances in
         the Money Purchase Plan. The Company will permit Allied's employees who
         become employees of the Company,  and who receive an eligible  rollover
         distribution   from  the  Money   Purchase   Plan,   to  rollover  such
         distribution into a 401(k) plan established by the Company.

9.2.     401(k) Plans.
         ------------

(a)      Allied shall not amend the Allied Products  Corporation Smart Plan (the
         "Smart  Plan") to eliminate  or modify the Company Type D  Supplemental
         Contributions  for Employees who are participants in the Smart Plan for
         the  1999  Plan  Year  and  Allied  shall  make  such  Company  Type  D
         Supplemental  Contributions  in accordance  with the terms of the Smart
         Plan for  Employees who are  participants  in the Smart Plan within the
         time period  required by applicable  law and prior to the Transfer Date
         defined below.

(b)      Company  agrees to  establish  a  defined  contribution  plan  which is
         qualified  under  Section  401(a)  and (k) of the  Code  (the  "Company
         Defined Contribution Plan"), effective no later than the Transfer Date.
         In accordance with the provisions of this Section 9.2, Allied agrees to
         cause the trustee  ("Allied  Trustee")  of the Allied  401(k)  Plans to
         transfer  to the  trustee  of the  Company  Defined  Contribution  Plan
         ("Company  Trustee"),  on the Transfer Date, the Total Salaried Savings
         Plan Transfer Amount.

        (i)       As used herein the "Total Salaried Savings Plan Transfer
                  Amount"  shall be the amount equal to the account  balances in
                  the Allied 401(k) Plans  attributable to the participants and
                  beneficiaries in such plan who are employees of the Company
                  ("Company  Employees") as shown on the valuation report for
                  valuation date occurring on, or immediately  before,  the
                  Transfer Date  (including any amounts  accrued as of such date
                  but not yet  contributed to the Allied 401(k) Plans or not yet
                  allocated to the account of a Company  Employee  under the
                  Allied 401(k) Plans). The Total Salaried Savings Plan Transfer
                  Amount shall take into account any distributions,  in-service
                  withdrawals or participant loans received by Company Employees
                  from the Allied 401(k) Plans, including such distributions,
                  withdrawals or loans received after the Closing  Date.  The
                  Total  Salaried  Savings Plan Transfer  Amount shall be
                  transferred  to the Company  Trustee entirely  in (1)  cash or
                  other  assets  acceptable  to the  Company  Trustee,  and (2)
                  notes  which  represent  the participant loans of Company
                  Employees.

        (ii)      The  "Transfer  Date" shall be the date  designated by the
                  Company which is at least 45 days after the date Allied is
                  notified of such Transfer Date. In no event shall the Transfer
                  Date occur prior to the later of the date (x) the date Allied
                  has received an opinion of counsel from Company,  in form and
                  substance  satisfactory  to Allied, that the Company's Defined
                  Contribution  Plan meets the requirements under Section 401(a)
                  and (k) of the Code in form and in all other material
                  respects,  and (y) the date Company has received an opinion of
                  counsel from Allied,  in form and  substance satisfactory to
                  Company,  that the Allied 401(k) Plans each meet the
                  requirements under Section 401(a) and (k) of the Code in form
                  and in all other material  respects,  including
                  nondiscrimination  with respect to the  availability of
                  benefits, rights and features under section 401(a)(4) of the
                  Code and the regulations promulgated thereunder.

                                   Article 10

                                   Termination
                                   -----------

10.1.    Termination.
         -----------

         Anything  contained in this Agreement to the contrary  notwithstanding,
this Agreement may be terminated at any time prior to the Closing Date:

(a)      By the mutual written consent of Crown and Allied;

(b)      By Allied upon the material breach,  inaccuracy or  non-fulfillment  by
         Crown  of  any of  its  covenants,  agreements  or  representations  or
         warranties  contained herein after thirty (30) days' written notice and
         opportunity   to   cure,   which   material   breach,   inaccuracy   or
         non-fulfillment would have a Material Adverse Effect;

(c)      By Crown upon the material  breach,  inaccuracy or  non-fulfillment  by
         Allied  of any of  its  covenants,  agreements  or  representations  or
         warranties  contained herein after thirty (30) days' written notice and
         opportunity to cure;

(d)      By  Crown,  if any of the  conditions  set  forth in  Article 6 of this
         Agreement have not been satisfied in all material respects on or before
         February  29, 2000,  and such  condition  or  conditions  have not been
         waived by  Crown,  provided,  however,  that  Crown is not in  material
         breach of this Agreement at such time;

(e)      By  Allied,  if any of the  conditions  set forth in  Article 7 of this
         Agreement have not been satisfied in all material respects on or before
         February  29, 2000,  and such  condition  or  conditions  have not been
         waived by Allied,  provided,  however,  that  Allied is not in material
         breach of this Agreement at such time; and

(f) By Allied, if such termination is necessary to allow Allied to enter into an
agreement with respect to a Superior Proposal.

10.2.    Remedies.
         --------

(a)      By Allied. In the event of the existence of Allied's right to terminate
         ---------
         pursuant to Section 10.1(b) or 10.1(e)  hereof,  Allied may at its sole
         election  (i) waive such right and close  (without  waiving  any of its
         rights under  Article 8), (ii)  terminate  the  Agreement  and/or (iii)
         provided that the existence of such right to terminate is not solely as
         a result of matters  beyond the  control  of Crown,  seek all  remedies
         available at law or in equity.

(b)      By Crown.  In the event of the  existence of Crown's right to terminate
         --------
         pursuant to Sections  10.1(b) or 10.1(d),  Crown shall at its  election
         either  (i) waive  such  right and close  (without  waiving  any of its
         rights under  Article 8), (ii)  terminate  the  Agreement  and/or (iii)
         provided that the existence of such right to terminate is not solely as
         a result of matters  beyond the  control of Allied,  seek all  remedies
         available  at  law or in  equity,  including  the  remedy  of  specific
         performance,  it being  acknowledged  that the Purchased Assets and the
         Divisions are unique and monetary damages would not be wholly adequate.

(c)      Other. In the event that this Agreement shall be terminated pursuant to
         -----
         Section  10.1(a) or the failure of the conditions set forth in Sections
         6.3 or 7.3, all further obligations of the parties under this Agreement
         (other than Sections 11.2 and 11.8) shall be terminated without further
         liability of any party to the other.

(d)      In the event  Allied  terminates  this  Agreement  pursuant  to Section
         10.1(f),  Crown  shall  only be  entitled  to receive  from  Allied the
         Termination  Fee,  payable by wire  transfer of  immediately  available
         funds to an account  designated  by Crown within two (2) business  days
         after Allied  enters into an agreement  with respect to an  Alternative
         Acquisition, but not later than the closing thereof.

10.3.    Risk of Loss.
         ------------

         The risk of any loss to the Assets and all  liability  with  respect to
injury  and  damage  occurring  in  connection   therewith  shall  be  the  sole
responsibility of Allied until the completion of the Closing. If any part of the
Assets or any of the Real Property,  damage to which would constitute a Material
Adverse Effect,  shall be damaged by fire or other casualty prior to the Closing
hereunder, Crown shall have the right and option:

(a)      to terminate this Agreement, without liability to Allied; or

(b)      to proceed with Closing  hereunder,  in which event such casualty shall
         not  constitute a breach by Allied of any  representation,  warranty or
         covenant  in this  Agreement,  and, at its  election,  receive a credit
         against the Purchase Price for the replacement value of the property so
         damaged,  or be entitled to receive and retain the  insurance  proceeds
         arising from such casualty.

         If any part of such properties,  damage to which shall not constitute a
Material Adverse Effect, shall be damaged by fire or other casualty prior to the
completion  of the  Closing  hereunder,  Crown  shall  proceed  with the Closing
(unless not  otherwise  obligated  to do so  pursuant  to the terms  hereof) and
either (1)  receive a credit  against  the  Purchase  Price for the value of the
property  so damaged,  or (2) be  entitled  to receive and retain the  insurance
proceeds arising from such casualty.

                                   Article 11

                               General Provisions
                               ------------------

11.1.    Confidential Nature of Information.
         ----------------------------------

         Each  party  hereto  agrees  that  it  will  treat  in  confidence  all
documents,  materials and other information (including all Financial Statements)
which it shall have obtained  regarding any other party during the course of the
negotiations  leading  to  the  consummation  of the  transactions  contemplated
hereby,  the  investigation  provided  for  herein and the  preparation  of this
Agreement  and other  related  documents,  and,  in the  event the  transactions
contemplated hereby shall not be consummated,  all copies of nonpublic documents
and material which have been furnished in connection therewith shall be promptly
returned  to the party  furnishing  the same,  shall  continue  to be treated as
confidential  information and shall not be used for the benefit of the party who
returned such confidential information.

11.2.    Governing Law and Forum.
         -----------------------

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the  State of  Illinois.  All  parties  agree and  consent  that all
disputes,  claims and controversies hereunder and interpretation hereof shall be
brought in the exclusive  forum of the courts located in Cook County,  Illinois,
and the  parties  agree not to remove any action  from such forum or claim forum
non conveniens.

11.3.    Records, Ongoing Cooperation.
         ----------------------------

(a)      Allied and the Company shall  cooperate  with each other and make
         available or cause to be made  available to each other in a timely
         fashion such records, tax data, prior tax returns and filings and other
         information as may be reasonably  required for the preparation by the
         Company or Allied of any tax returns,  elections,  consents or
         certificates required to be prepared and filed by the Company or Allied
         and any audit or other  examination  by any taxing  authority,  or
         judicial or  administrative proceeding relating to liability for taxes
         including, without limitation, commodity taxes, audits, sales taxes and
         sales tax audits,  and for the  satisfaction of any obligations to
         employees or former  employees  (including  COBRA  obligations).  The
         Company and Allied will each retain and  provide to the other party all
         records and other  information  which may be relevant to any such
         obligations or tax return,  audit or  examination,  proceeding or
         determination,  and will each consult with the other party on a timely
         basis prior to entering  any final  determination  of any such audit or
         examination,  proceeding  or determination  that  affects any amount
         required  to be shown on any tax return of the other  party for any
         period.  Without limiting the generality of the foregoing,  each of the
         Company and Allied will retain copies of all tax returns,  supporting
         work  schedules  and other records  relating to tax periods or portions
         thereof  ending prior to or on the Closing Date.  The Company will
         provide Allied with usual and customary tax information for the tax
         period  beginning  January 1, 1999 and ending on the Closing  Date (the
         "Stub  Period").  Allied  will  prepare  calendar  year 1998 and the
         Stub  Period tax  returns.  The Company  shall use  reasonable  efforts
         to deliver such Stub Period tax return information  to Allied not later
         than February 28,  2000.  The Company  will  provide  Allied with any
         necessary  payroll  records  attributable  to the period prior to the
         Closing Date.  The Company shall  cooperate  with Allied to the extent
         reasonably  necessary for Allied's  preparation of its financial
         statements and tax returns and in the sharing of financial and
         accounting  information with respect thereto or with respect to any
         audit, examination, or other proceeding with respect thereto.

(b)      Allied will  continue to keep in place for a period of five (5) years
         after the Closing Date (and for an additional five (5) years thereafter
         to the extent Allied or its successors or assigns are still then in
         business)  policies of Excess,  Directors and Officers and Fiduciary
         Liability  Insurances (for ongoing businesses) to insure Allied and the
         Divisions for claims which are Excluded  Liabilities  and normally
         insured under such policies.  Allied shall cause Crown to be designated
         as Additional Insured under such policies with respect to the
         Post-Closing  Claims.  In addition,  Allied shall provide Crown with
         copies of policies  including  endorsements  showing  Crown's status as
         Additional  Insured on these policies.  Such insurance  carriers shall
         have a "Best's  Rating" of "A" and a "Financial  Size" of at least "X"
         or, if such  ratings are not then in effect,  the equivalent thereof or
         such other financial rating as is reasonably  acceptable to Crown.
         Allied,  Crown and the Company shall cooperate  in the defense of all
         product  liability  claims  relating to the  Divisions,  including
         reasonable  access to all records necessary to defend such claims.

11.4.    Notices.
         -------

         All notices or other  communications  required or  permitted  hereunder
shall be in writing  in  English  and shall be deemed  given or  delivered  when
delivered  personally,  or when sent by registered or certified  mail or prepaid
overnight courier or by legible facsimile addressed as follows:



If to Crown, to:                            Bush Hog Investors, L.L.C.
                                            222 North LaSalle Street, Suite 1000
                                            Chicago, IL 60601
                                            Attn: William H. Crown
                                            Facsimile: 312/984-1490


with a copy to:                             Gould & Ratner
                                            222 North LaSalle Street, Suite 800
                                            Chicago, IL 60601-1086
                                            Attn: Michael S. Allen, Esq.
                                            Facsimile: 312/236-3241

If to Allied, to:                           Allied Products Corporation
                                            10 South Riverside Plaza
                                            Chicago, IL 60606
                                            Attn: Corporate Secretary
                                            Facsimile: 312/454-9608

with a copy to:                             Gardner, Carton & Douglas
                                            Quaker Tower
                                            321 North Clark Street
                                            Chicago, IL 60610
                                            Attn: William Morrison, Esq./
                                            David A. Rubenstein, Esq.
                                            Facsimile: 312/644-3381

If to the Company, to:                      Bush Hog, L.L.C.
                                            222 North LaSalle Street, Suite 1000
                                            Chicago, IL 60601
                                            Attn: William H. Crown
                                            Facsimile: 312/984-1490

and to:                                     Allied Products Corporation
                                            10 South Riverside Plaza
                                            Chicago, IL 60606
                                            Attn: Corporate Secretary
                                            Facsimile: 312/454-9608

with a copy to:                             Gould & Ratner
                                            222 North LaSalle Street, Suite 800
                                            Chicago, IL 60601-1086
                                            Attn: Michael S. Allen, Esq.
                                            Facsimile: 312/236-3241

and to:                                     Gardner, Carton & Douglas
                                            Quaker Tower
                                            321 North Clark Street
                                            Chicago, IL 60610
                                            Attn: William Morrison, Esq./
                                            David A. Rubenstein, Esq.
                                            Facsimile: 312/644-3381

or to such address as such party may indicate by a notice delivered to the other
parties hereto.  Notice is deemed received the same day (in the case of personal
delivery), three (3) days after mailing (in the case of registered mail) and the
next business day (in the case of overnight courier or facsimile transmission).

11.5.    Successors and Assigns.
         ----------------------

(a)      The rights of the parties under this Agreement shall not be assignable,
         except  that  Crown may  assign  all or a portion  of its  rights,  and
         delegate  all or a portion of its rights,  hereunder to an Affiliate or
         Affiliates.

(b)      This  Agreement  shall be binding  upon and inure to the benefit of the
         parties hereto and their successors and permitted  assigns.  Nothing in
         this Agreement, expressed or implied, is intended or shall be construed
         to confer upon any person  other than the parties  and  successors  and
         assigns permitted by this Section 11.5 any right, remedy or claim under
         or by reason of this Agreement.

11.6.    Entire Agreement; Amendments.
         ----------------------------

         This  Agreement and the  Schedules and Exhibits  referred to herein and
the documents delivered pursuant hereto, contain the entire understanding of the
parties  hereto with regard to the subject matter  contained  herein or therein,
and supersede all prior  agreements,  understandings or intents between or among
any of the parties hereto  including  without  limitation that certain letter of
intent dated July 15, 1999 (the  "Letter of Intent") by and between  CCI,  Henry
Crown and  Company and Allied;  provided,  however,  Section 10 of the Letter of
Intent survives this Agreement and remains binding on the parties  thereto.  The
parties hereto, by mutual agreement in writing, may amend, modify and supplement
this Agreement.

11.7.    Waivers.
         -------

         Any term or provision of this Agreement may be waived,  or the time for
its performance may be extended, by the party or parties entitled to the benefit
thereof. The failure of any party hereto to enforce at any time any provision of
this Agreement shall not be construed to be a waiver of such  provision,  nor in
any way to affect the validity of this Agreement or any part hereof or the right
of any party  thereafter to enforce each and every such provision.  No waiver of
any breach of this  Agreement  shall be held to constitute a waiver of any other
or subsequent breach.

11.8.    Expenses.
         --------

         Each  party  hereto  will pay all costs and  expenses  incident  to its
negotiation  and  preparation  of  this  Agreement  and to its  performance  and
compliance with all agreements and conditions contained herein on its part to be
performed or complied with,  including,  without limitation,  the fees, expenses
and disbursements of its counsel and accountants.

11.9.    Sales and Transfer Taxes.
         ------------------------

         Any sales,  commodity and transfer taxes imposed in connection with the
transactions  contemplated  by this  Agreement  (including  the  transfer of the
Purchased  Assets  upon the  Formation)  shall be borne fifty  percent  (50%) by
Allied and fifty percent (50%) by Crown.

11.10.   Execution of Counterparts.
         -------------------------

         This  Agreement  may be executed in one or more  counterparts,  each of
which  shall be  considered  an original  instrument,  but all of which shall be
considered one and the same agreement, and shall become binding when one or more
counterparts  have been  agreed upon by each of the  parties  and  delivered  to
Allied and Crown.

11.11.   Certain Provisions Relating to Consents.
         ---------------------------------------

(a)      Allied  shall use all  reasonable  efforts  prior to and after the
         Closing  Date to obtain all third party  consents  that are required of
         it in connection with the  transactions contemplated by this Agreement.
         Such consents shall include the consent to the direct  transfer of the
         Purchased  Assets subject to the Assumed  Liabilities  to the Company.
         Allied shall not obtain any consent that will modify any Contract,
         Lease or Permit to Crown's or the Company's  material economic
         detriment, unless Crown or the Company expressly approves the obtaining
         of such consent,  which approval shall not be  unreasonably  withheld.
         Crown and the Company shall  cooperate as  reasonably  necessary or
         desirable to secure the third party  consents,  including, without
         limitation,  providing to such third party  information,  including
         financial  information,  regarding the Company's intended  use of the
         Purchased  Assets.  Allied shall cause all  deposits,  utilities  and
         telephone  accounts,  and similar services used in the business of the
         Divisions to be assigned or reregistered to or in the name of the
         Company.

(b)      To the  extent  that any  Contract  or Lease  is not  capable  of being
         transferred by Allied to the Company pursuant to this Agreement without
         the consent of a third party (including a Governmental Agency) and such
         consent  is not  obtained  prior to  Closing,  or if such  transfer  or
         attempted transfer would constitute a breach or a violation of any law,
         nothing in this  Agreement  will  constitute a transfer or an attempted
         transfer thereof.

(c)      In the event that any such  consent is not  obtained on or prior to the
         Closing Date,  and  notwithstanding  any waiver by the Company,  as the
         case may be, of the  condition  set forth in Section  11.11(a)  hereof,
         Allied  will use its  reasonable  efforts to (i) provide to the Company
         the benefits of the applicable Contract or Lease, (ii) cooperate in any
         reasonable and lawful arrangement  designed to provide such benefits to
         the Company and (iii) enforce at the request of the Company and for the
         account  of the  Company  at  Allied's  expense,  any  rights of Allied
         arising from any such Contract or Lease  (including  the right to elect
         to  terminate  such  Contract  or Lease in  accordance  with the  terms
         thereof upon the request of the Company, as the case may be).

(d)      Except to the extent arising from a breach of this Agreement by Allied,
         the Company  shall bear all costs,  fees or expenses paid in connection
         with (a)  transferring  Permits,  (b)  obtaining  new Permits and which
         shall  include  Permits  that are  temporary  in  nature  to allow  the
         transfer of such to the  Company or any  subsequent  Permits  which are
         permanent  in nature to enable the Company to operate  and  continue to
         operate the  Business  or to  continue  to operate the  Business in the
         manner as it is  currently  being  conducted,  or (c)  modification  or
         alteration of the business of the Divisions or the Purchased  Assets or
         any capital  purchase or expenditure  deemed necessary and advisable or
         requested  or  required by any  Governmental  Agency in order to obtain
         such Permit.

11.12.   Litigation Support.
         ------------------

         In the event and for so long as any party  actively  is  contesting  or
defending against any charge,  complaint,  action,  suit,  proceeding,  hearing,
investigation,   claim  or  demand  in  connection   with  (a)  any  transaction
contemplated  under this  Agreement  or (b) any fact,  situation,  circumstance,
status, condition, activity practice, plan, occurrence, event, incident, action,
failure to act or transaction on or prior to the Closing Date involving  Allied,
the other party will cooperate  with the  contesting or defending  party and its
counsel in such contest or defense,  make available its  personnel,  and provide
such  testimony  and  access to its books and  records  as may be  necessary  in
connection  with the  contest or  defense,  at the sole cost and  expense of the
contesting  or defending  party  (unless the  contesting  or defending  party is
entitled to  indemnification  therefor  under  Article  8). With  respect to the
Discrimination  Suit,  Crown and the Company (i) will waive any conflict arising
from  Allied's  use of  Constangy,  Brooks & Smith  as its  counsel,  (ii)  will
cooperate  in the  defense  thereof by counsel  of their  choice,  (iii) will be
allowed to  participate in any  settlement  discussions  whether or not they are
parties to the suit and  whether  occurring  before or after the  Closing  Date.
Prior to any  settlement  of the  Discrimination  Suit,  Allied  must obtain the
consent of Crown and Company,  which consent shall not be unreasonably  withheld
and which consent will be given by Crown and Company if (A) the settlement  does
not include deferred payments by Allied with are not adequately  secured and for
which the Company could be liable if Allied fails to make such payments, and (B)
the settlement as it relates to the Company's  obligation or liability  includes
not more than (1) the  reasonable  hiring and promotion of qualified  persons to
open  positions,  and (2) reasonable  changes in employment  practices which may
include future,  but not  retroactive,  pay raises to be provided by the Company
and the  Company's  obligation  or  liability  will not have a Material  Adverse
Effect on the business of the Company.  With respect to the Discrimination Suit,
Allied (x) will waive any conflict  arising from Crown's or the Company's use of
Gould & Ratner and/or Constangy,  Brooks & Smith as their counsel,  (y) will pay
all legal fees of defense  (and court  costs,  including  such fees and costs of
Crown and the Company,  whether or not the Company is joined as a party), except
to the extent  resulting  from actions of the Company  alleged to have  occurred
after the Closing including, without limitation,  violations of consent decrees,
court  orders  and  settlement  agreements.  In  addition,  Allied  will pay all
monetary  damages  (whether  by  judgment  or  settlement)  including,   without
limitation, any costs or expenses reasonably incurred by the Company in order to
comply  with  such  settlement  or  judgment,  and the  Company  will be  solely
responsible  for  implementing  any actions  required  (whether by judgment or a
settlement  approved by Crown) which may be required of the Company with respect
to changes in employment practices.

                                   Article 12

                                   Definitions
                                   -----------

12.1.    "A/R List".

         Refers to a list of all account  debtors  and the  amounts  owed to the
Divisions, together with the names and addresses of such account debtors and the
aging of such amounts.

12.2.    "Accounts Payable".

         Refers to the trade accounts payable to vendors of the Company.

12.3.    "Accounts Receivable".

         Refers to the trade and other accounts and notes receivable  related to
the Divisions.

12.4.    "Accrued Commissions".

         Has the meaning set forth in Section 1.3(b).

12.5.    "Accrued Payroll Items".

         Has the meaning set forth in Section 1.3(a).

12.6.    INTENTIONALLY OMITTED .

12.7.     "Active Employees".

         Refers  to  Employees  actively  working  for the  Divisions  as of the
Closing.

12.8.    "Adjusted Current Assets".

         Has the meaning set forth in Section 1.5(a)(i)(A).

12.9.    "Adjusted Current Liabilities".

         Has the meaning set forth in Section 1.5(a)(i)(B).

12.10.   "Adjustment Report".

         Refers to the report  generated by Allied  and/or  Allied's  Accountant
reflecting the Closing Date Adjusted Net Tangible  Investment,  the Closing Date
Adjusted Working Capital and the Closing Date Long Term Assumed Liabilities.

12.11.   "Affiliate".

         Of a Person refers to any other Person  directly or indirectly  owning,
controlling  or holding,  with power to vote,  ten percent  (10%) or more of the
outstanding  voting securities of such first-named  Person; and any other Person
ten percent (10%) or more of whose outstanding voting securities are directly or
indirectly  controlled  by or under common  control with or of such  first-named
Person.  As  used  herein,  the  term  "control,"  together  with  "controlled,"
"controlling"  or  similar  variants  used  herein,  refers  to the  possession,
directly  or  indirectly,  of the power to direct  or cause  the  direction  and
management  and policies of a Person,  whether  through the  ownership of voting
securities,  by contract or otherwise  and includes all  directors and executive
officers thereof.

12.12.   "Agreement".

         Refers to this Limited Liability Company Interest Purchase and Asset
Contribution Agreement.

12.13.   "Allied".

         Refers to Allied Products Corporation, a Delaware corporation.

12.14.   "Allied 401K Plans".

         Refers to the  Allied  Products  Corporation  Smart Plan and the Allied
Products Corporation Savings Incentive Plan for Bush Hog Salaried Employees.

12.15.   "Allied's Accountant".

         Refers to Price Waterhouse  Coopers,  its independent public accounting
firm.

12.16.   "Allied Group".

         Has the meaning set forth in Section 8.2.

12.17.   "Allied Trustee".

         Has the meaning set forth in Section 9.2(b).

12.18.   "Alternative Acquisition".

         Has the meaning set forth in Section 4.8

12.19.   "Annual Statement".

         Has the meaning set forth in Section 2.5.

12.20.   "Arbiter".

         Refers   to  any   nationally-recognized   accounting   firm   mutually
satisfactory to Crown and Allied.

12.21.   "Assets".

         Refers to all of the assets owned or used by the Divisions.

12.22.    "Assumed Liabilities".

         Has the meaning set forth in Section 1.3.

12.23.   "Banks".

         Has the meaning set forth in Recital C.

12.24.   "Bank Lien"

         Has the meaning set forth in Recital C.

12.25.    "Base Adjusted Net Tangible Investment".

         Means the December  31, 1998  Adjusted Net Tangible  Investment  of
$23,852,000, which was computed as set forth on Schedule 1.5(a) attached hereto.

12.26.   "Base Adjusted Working Capital"

         Shall   equal  Fifty  Nine   Million   Twenty  Two   Thousand   Dollars
($59,022,000), as determined pursuant to Schedule 1.5(a).

12.27.   "Base Long Term Assumed Liabilities".

         Means the December 31, 1998 Long Term Assumed Liabilities of $1,411,000
which were computed as set forth on  Schedule 1.5(a) attached hereto.

12.28.   "Bond Trustee".

         Has the meaning set forth in Section 1.4(d).

12.29.   "Bond Trust Indenture".

         Has the meaning set forth in Section 1.4(d).

12.30.   "Capitalized Leases"

         Refers to the  capitalized  leases set forth on Schedule 1.5(a) and any
other capitalized leases of Allied.

12.31.   "Chicago Office".

         Refers  to  Allied's  corporate  office  at 10 South  Riverside  Plaza,
Chicago, IL 60606.

12.32.   "Claiming Party".

         Refers to the party seeking indemnification under Article 8.

12.33.   "Closing" and "Closing Date".

         Each  refer to the date and time  referred  to in  Section  1.6 for the
completion of the purchase of the Interests.

12.34.   "Closing Date A/R".

         Refers to a  statement  in good faith  valuing the net book value under
GAAP of the Accounts Receivable as of the Closing Date.

12.35.   "Closing Date Adjusted Net Tangible Investment".

         Has the meaning set forth in Section 1.5(a).

12.36.   "Closing Date Adjusted Working Capital".

         Has the meaning set forth in Section 1.5(a).

12.37.   "Closing Date Balance Sheet".

         Has the meaning set forth in Section 1.5(a)(iv)(A).

12.38.   "Closing Date Long Term Assumed Liabilities".

         Has the meaning set forth in Section 1.5(a)(iii).

12.39.   "Closing Date Middlebrooks Retirement Liability".

         Has the meaning set forth on Schedule 1.5(a).

12.40.   "Closing Date Capitalized Tractor Lease Obligations".

         Has the meaning set forth on Schedule 1.5(a).

12.41.   "Code".

         Refers to the U.S.  Internal Revenue Code of 1986, as amended,  and any
successor provision.

12.42.   "Commitments".

         Refers to title  insurance  commitments  for an ALTA  Owners  Form-1992
policy.

12.43.   "Company Defined Contribution Plan".

         Has the meaning set forth in Section 9.2(b).

12.44.   "Company Employees".

         Has the meaning set forth in Section 9.2(b)(i).

12.45.   "Company Trustee".

         Has the meaning set forth in Section 9.2(b).

12.46.   "Contracts".

         Has the meaning set forth in Section 12.120(c).

12.47.   "Credit Agreement".

         Has the meaning set forth in Recital C.

12.48.   "Current Product Lines".

         Has the meaning set forth in Section 2.32.

12.49.    "Crown"

         Refers to Bush Hog  Investors,  L.L.C.,  a Delaware  limited  liability
company.

12.50.   "Crown Group".

         Has the meaning set forth in Section 8.1.

12.51.    "December 31, 1998 Balance Sheet".

         Refers to the Divisions' balance sheet dated as of December 31, 1998.

12.52.   "Discrimination Suit".

         Has the meaning set forth in Section 1.4(n).

12.53.   "Divisions".

         Refers to Allied's Bush Hog (including  Universal  Turf) and Great Bend
Manufacturing Company divisions.

12.54.   "Divisions Agreements".

         Refers to the contracts,  agreements,  leases, distribution agreements,
dealer agreements and franchise  agreements,  whether or not constituting one of
the Contracts, which are binding on or a benefit to the Divisions.

12.55.   "Employees".

         Refers to the common law employees of Allied who performed services for
the Divisions.

12.56.   "Employee Pension Benefit Plans".

         Refers to the Employee Plans described in Section 3(2) of ERISA.

12.57.   "Employee Welfare Benefit Plans".

         Refers to the Employee Plans described in Section 3(1) of ERISA.

12.58.   "Enforceability Exceptions".

         Has the meaning set forth in Section 2.4.

12.59.   "Environmental Health and Safety Laws".

         Has the meaning set forth in section 2.18.

12.60.   "Environmental Review".

         Refers to a phase I  environmental  assessment  of each parcel of Owned
Real Property and Leased Real Property included in the Assets (or otherwise used
in the Divisions).

12.61.   "EEOC".

         Refers to the Equal Employment Opportunity Commission.

12.62.   "ERISA".

         Refers to the  Employee  Retirement  Income  Security  Act of 1974,  as
amended.

12.63.   "ERISA Affiliate".

         Has the meaning set forth in Section 2.26.

12.64.   "Estimated Adjustments".

         Has the meaning set forth in 1.5(a)(iv)(E).

12.65.   "Estimated Purchase Price".

         Refers to the portion of the  Purchase  Price to be paid at Closing set
forth in Section 1.5(a).

12.66.   "Estoppel Certificate".

         Refers to a current  estoppel  certificate from the landlord under each
lease for Leased Real  Property,  and each other  party  referred to on Schedule
2.10(b),  stating (i) that such real property  lease for Leased Real Property is
in full force and  effect and has not been  amended,  modified  or  supplemented
other  than as set forth on  Schedule  2.10(b),  and that a true,  complete  and
correct  copy is attached  thereto (ii) that all rent and other sums and charges
payable  under such lease are current and setting  forth the date through  which
such payments have been made,  (iii) the amount of any tenant  security or other
similar  deposit held by or on behalf of such  landlord  under such lease,  (iv)
that no notice of default on the part of Allied or the Divisions or  termination
notice  has been  served  under the lease for such  Leased  Real  Property  that
remains  outstanding,  (v) that to the  best of such  landlord's  knowledge,  no
uncured  default or termination  event or condition  exists under such lease and
that no event has occurred or condition  exists that,  with the giving of notice
or the lapse of time or both,  would  constitute  such a default or  termination
event or condition and (vi) that the consummation of the  transactions  provided
for herein  will not  constitute  a default  under such lease or grounds for the
termination  thereof or for the exercise of any other right or remedy adverse to
the interests of the tenant thereunder.

12.67.   "Excluded Assets".

         Has the meaning set forth in Section 1.2.

12.68.   "Excluded Liabilities".

         Has the meaning set forth in Section 1.4.

12.69.   "Existing Liens".

         Refers  only to the Bank Lien and those  Liens  described  on  Schedule
2.10(a).

12.70.   "Final Adjusted Net Tangible Investment".

         Has the meaning set forth in Section 1.5(a)(iv)(C).

12.71.   "Final Long Term Assumed Liabilities".

         Has the meaning set forth in Section 1.5(a)(iv)(C).

12.72.   "Final Middlebrooks Retirement Liability".

         Has the meaning set forth in Section 1.5(a)(iv)(C).

12.73.   "Final Adjusted Working Capital".

         Has the meaning set forth in Section 1.5(a)(iv)(C).

12.74.   "Financial Statements".

         Has the meaning set forth in Section 2.5.

12.75.   "Fixed Assets".

         Has the meaning set forth in Section 12.120(a).

12.76.   "Formation".

         Refers to the formation of the Company as a Delaware limited  liability
company.

12.77.   "GAAP".

         Shall  mean  generally  accepted  accounting  principles   consistently
applied by the Divisions from and after 1995 so described and promulgated by the
American  Institute of Certified Public  Accountants  which are applicable as of
the date on which any calculation made hereunder is to be effective or as on the
date of any financial statements referred to herein, as the case may be.

12.78.   "Governmental Agency".

         Shall mean (a) any  international,  foreign,  federal,  state,  county,
local or municipal government or administrative  agency or political subdivision
thereof, (b) any governmental  agency,  authority,  board,  bureau,  commission,
department or instrumentality, (c) any court or administrative tribunal, (d) any
non-governmental  agency,  tribunal or entity  that is vested by a  governmental
agency with applicable  jurisdiction,  or (e) any arbitration  tribunal or other
non-governmental authority with applicable jurisdiction.

12.79.   "Governmental Charges".

         Means and includes all federal, state, provincial, municipal, local and
foreign income taxes, commodity taxes, payroll taxes, sales taxes, excise taxes,
training taxes,  withholding  taxes,  property taxes,  use taxes,  and franchise
taxes  and  all  other  taxes,  customs  duties,  rates,  levies,   assessments,
reassessments and other charges, together with all penalties, interest and fines
with respect  thereto,  payable to any federal,  state,  provincial,  municipal,
local and foreign or other government or governmental  agency,  authority board,
bureau or commission,  domestic or foreign,  including all amounts  described in
Code Sections 144(a), 147 and 148.

12.80.   "Great Bend Bonds".

         Has the meaning set forth in Section 1.4(d).

12.81.   "Hazardous Materials".

         Has the meaning set forth in Section 2.18(a).

12.82.   "Inactive Employees".

         Refers to Employees of the Divisions  who are not  classified as Active
Employees as of the Closing Date due to a leave, disability or other physical or
mental condition.

12.83.   "Indemnifiable Damages".

         Has the meaning set forth in Section 8.1.

12.84.   "Indemnity Security Agreement".

         Has the meaning set forth in Section 8.1.

12.85.   "Intellectual Property Rights".

         Individually and collectively, refers to lists, telephone numbers, URL,
website,  copyrights,  copyright  registrations and applications  therefor,  all
registrations  of trademarks,  trade names,  brand names,  labels or other trade
rights and  pending  applications  therefor,  service  refers to all of Allied's
inventions,   improvements,   domestic  and  foreign  patents  and  applications
therefor,  customer marks, trade dress, logos, rights in computer software,  and
all rights  granted or retained in licenses  under any of the  foregoing and all
other know-how used in connection with the business of the Divisions, including,
but not limited to,  confidential,  secret and/or proprietary  information,  all
technical  information,   inventions,   designs  and  patents,  whether  or  not
patentable,  which are used by Allied in  connection  with the  business  of the
Divisions.

12.86.   "Intercompany Agreements".

         Refers to any agreements, commitments and other obligations between the
Divisions, on the one hand, and Allied and their Affiliates, on the other hand.

12.87.   "Interests".

         Refers to the 80.1%  membership  interest  in the Company to be sold by
Allied to Crown pursuant to Section 1.5.

12.88.   "Interim Statements".

         Refers to the unaudited interim balance sheets of the kind contemplated
in  Section  2.5(i) for the  Divisions  for each  month and three  month  period
(together with  year-to-date  statements)  beginning with the statements for the
month ending June 30, 1999 and through the month preceding the Closing.

12.89.    "Inventory".

         Has the meaning set forth in Section 12.120(e).

12.90.   "Lease".

         Refers to all leases  related to the  business of the  Divisions  to
which  Allied is either a lessor or lessee on the Closing Date.

12.91.   "Leased Real Property".

         Refers to Real  Property  owned by any third party and which  Allied or
any Affiliate thereof is lessee thereof.

12.92.   "Letters of Credit".

         Refers to  Allied's  letters of credit  that are open and have either a
remaining term or an undrawn amount.

12.93.    "Letter of Intent".

         Has the meaning set forth in Section 11.6.

12.94.   "Licenses"

         Has the meaning set forth in Section 12.120(d).

12.95.   "Liens"

         Refers to any  mortgage,  pledge,  security  interest,  charge or other
encumbrance,   claims,   easements,   defects  in  title,  covenants  and  other
restrictions or encroachments of any kind.

12.96.   "Limited Liability Company Agreement".

         Refers to the Limited  Liability  Company  Agreement between Allied and
Crown forming the Company.

12.97.   "Manufacturing Lease".

         Has the meaning set forth in Section 1.7(a)(xiv).

12.98.   "Material Adverse Effect".

         Refers  to a  material  adverse  change  in the  business,  operations,
financial  condition,   assets,  properties  or  prospects  of  either  or  both
Divisions.

12.99.   "Middlebrooks Retirement Liability".

         Has the meaning set forth in Section 1.3(i).

12.100.  "Money Purchase Plan".

         Has the meaning set forth in Section 9.1(e).

12.101.  "Most Recent Balance Sheet".

         Refers to the  unaudited  Statement  of Assets and  Liabilities  of the
Divisions as of June 30, 1999,  prepared in accordance  with GAAP,  consistently
applied, except as noted therein.

12.102.  "Non-claiming Party".

         Refers  to  the  party  from  whom  the   Claiming   Party  is  seeking
indemnification.

12.103.  "Non-Competition Agreement".

         Has the meaning set forth in Section 5.1.

12.104.  "Objection Notice".

         Refers to the written notice  delivered by Crown to Allied  delineating
in reasonable detail Crown's objections to the Closing Date Balance Sheet.

12.105.  "Offices".

         Refers to the Divisions' sales, services and administrative  offices at
Selma, Alabama and Great Bend, Kansas.

12.106.  "Other Assumed Capitalized Leases".

         Has the meaning set forth in Section 1.3(c).

12.107.  "Owned Real Property".

         Has the meaning set forth in Section 2.10(a).

12.108.  "Permit".

          Refers to any permit, approval,  authorization,  license, variance, or
permission required by a Governmental Agency under any applicable laws.

12.109.  "Permitted Exceptions".

         Refers to all of the Real Estate Permitted Exceptions and Personal
Property Permitted Exceptions.

12.110.  "Person".

         Refers to an individual, corporation, partnership, firm, joint venture,
syndicate,  association,  trust,  government,  governmental  agency  or board or
commission or authority or any other form of entity or organization.

12.111.  "Personal Property Existing Liens".

         Refers only to those certain Existing Liens described on Schedule 2.9.

12.112.  "Personal Property Permitted Exceptions".

         Refers only to those certain Personal Property Existing Liens described
on Schedule 2.14.

12.113.  "Plants".

         Refers to the Divisions'  manufacturing facilities and offices in Great
Bend, Kansas, Selma, Alabama, and Opp, Alabama.

12.114.  "Post-Closing Claims".

         Refers to those claims  brought  against  Allied  and/or the  Divisions
subsequent to the Closing Date.

12.115.   " Pre-Acquisition Liabilities".

         Has the meaning set forth in Section 1.3(h).

12.116.  "Prepaids".

         Refers to the security  deposits and prepaid  expenses  relating to the
Divisions.

12.117.  "Product".

         Refers to any product, substance or material manufactured,  distributed
or sold by or on behalf of the Divisions or their predecessors.

12.118.  "Purchase Price".

         Has the meaning set forth in Section 1.5(a).

12.119.  "Purchase Price Allocation Schedule"

         Has the meaning set forth in Section 1.5(d).

12.120.   "Purchased Assets".

         Refers to all of the assets  and  rights of every  type or  description
whatsoever  which are primarily used by, or useful in, the business,  affairs or
operations as a going concern of the Divisions as of Closing,  including without
limitation,  information and tangible assets located at the Chicago Office, free
and clear of all liens,  security  interests,  prior claims,  charges,  pledges,
encumbrances,  claims  and  equities  of every  kind  except  for the  Permitted
Exceptions,  subject to the Assumed Liabilities  including,  without limitation,
the  following  set forth in clauses (a) through (f) below,  but  excluding  the
Excluded Assets.

(a)      Fixed  Assets.  All fixed  tangible  personal and moveable  property of
         -------------
         every  type or  description  used in  connection  with  the  Divisions,
         wherever  located,  and  owned,  used or  leased on the  Closing  Date,
         including  without  limitation,  all machinery,  equipment,  furniture,
         fixtures,   tools,  dies,  patterns,   molds,   vehicles,   facilities,
         improvements,  computer  hardware and all spare parts,  accessories and
         supplies   related  thereto  ("Fixed   Assets"),   including,   without
         limitation,  the Fixed Assets identified on Schedule 12.120(a) attached
         hereto and made a part hereof.

(b)      Real  Property.  All real or  immovable  property and fixtures of every
         --------------
         type or description,  whether freehold or leasehold, used in connection
         with the  Divisions  and owned now or on the  Closing  Date,  including
         without  limitation  the Plants and  Offices  and such other Owned Real
         Property  identified on Schedule  12.120(b)  attached hereto and made a
         part hereof,  including without limitation all improvements,  fixtures,
         options  and rights and all other  appurtenances  thereto and rights in
         respect thereof.

(c)      Leases, Contracts, Options and Other Obligations. All leases,
         ------------------------------------------------
         contracts, agreements, options,  manufacturer's  warranties, securities
         in other  businesses  which are useful in or related to the  Divisions
         and other rights  related to the Divisions existing on the date hereof,
         other than the office  lease for the  Chicago  Office  ("Contracts"),
         as set forth on Schedule 12.120(c)  attached hereto and made a part
         hereof, except for Contracts with Allied or Affiliates unless agreed to
         in writing by Crown. To the extent that Allied enters into additional
         leases,  contracts and agreements  between the date hereof and the
         Closing,  which  additional  leases,  contracts  and  agreements  are
         entered into in the  ordinary course of business and in accordance with
         Section 4.2(c) hereof,  Allied will update such Schedule and such
         additional leases,  contracts and agreements shall also be included
         within the definition of Contracts.

(d)      Licenses   and   Certificates.   To  the   extent   transferable,   all
         -----------------------------
         authorizations,  grants, permits and other licenses, including, without
         limitation,  all licenses and certificates from the federal,  state and
         local authorities  issued in connection with, or used by, the Divisions
         ("Licenses"), including, without limitation, the Licenses identified on
         Schedule 12.120(d) attached hereto and made a part hereof.

(e)      Current  Assets.  All current assets relating to the Divisions of every
         ---------------
         type or description.  Prepaids (to the extent specifically agreed to be
         purchased  by Crown),  the  Accounts  Receivable,  and all new and used
         inventories  (including  raw  materials,  work-in-process  and finished
         goods) and  samples,  supplies and spare parts  related  thereto of all
         products sold by the Divisions  whether at the Plant,  Office,  outside
         warehouses or in transit thereto or therefrom (the "Inventory").

(f)      Other Assets and Rights.  All other personal  property of every type or
         -----------------------
         description  used in the Divisions,  whether  tangible or intangible,
         including,  without limitation, computer software (including source and
         object codes), accounting data, trade secrets,  catalogues,  customer
         lists, mailing lists, supplier  lists,  all rights under life insurance
         policies, all of Allied's rights to indemnification  against Great Bend
         and Universal  Turf pursuant to the  respective  purchase  agreements
         thereto, the trademarks "Bush Hog" and "Great Bend",  associated logos,
         and the goodwill associated  therewith,  and all other Intellectual
         Property Rights,  rights under  acquisition  agreements  whereby Allied
         and/or  Affiliates  acquired the Assets, rights  under any  pending
         lawsuits or claims,  books and  records  (including  such books and
         records as are  contained in computerized storage media), and including
         books and records related to Inventory, purchasing,  accounting, sales,
         research, engineering,  manufacturing, maintenance, repairs, marketing,
         banking, Intellectual Property, the Non-Competition Agreement referred
         to in Section 5.1,  shipping  records,  personnel files for all active
         employees and all files,  records,  literature and correspondence
         (provided,  however,  that Allied shall be entitled to make and retain
         copies of such books and records to the extent they relate to Excluded
         Assets or Excluded  Liabilities),  and other tangible and intangible
         property,  including goodwill and  covenants  not to compete, rights of
         setoff and rights of  recoupment  of the Divisions and of causes of
         action against third parties as of the Closing Date,  and all rights of
         Allied under any property,  casualty,  workers'  compensation or other
         insurance policy or related insurance services contract which are part
         of the Contracts.

12.121.  "Real Estate Existing Liens".

         Refers  only to those  certain  Existing  Liens  described  on Schedule
2.10(a), paragraph 3.

12.122.  "Real Estate Permitted Exceptions".

         Refers only to those certain Real Estate  Existing  Liens  described on
Schedule 2.10(a), paragraph 4.

12.123.  "R&D Lease".

         Has the meaning set forth in Section 1.7(a)(xv).

12.124.  "Recalls".

         Refers  to,  collectively,  Product  recalls,  reworks,  retrofits  and
post-sale warnings.

12.125.  "Remediation Costs".

         Refers to the costs of any  remedial  actions  reasonably  necessary to
comply with the Environmental Health and Safety Laws.

12.126.  "Sales Representatives".

         Has the meaning set forth in Section 2.31.

12.127.  "Series A Bonds".

         Has the meaning set forth in Section 1.4(d).

12.128.  "Series B Bonds".

         Has the meaning set forth in Section 1.4(d).

12.129.  "Services".

         Collectively refers to the systems, processes,  products, equipment and
services of the  Divisions  (including,  but not  limited  to, all  Intellectual
Property and any software embedded in any products and equipment).

12.130.  "Significant Customers".

         Refers to the [ten (10)] largest  customers  (measured by dollar volume
of business).

12.131.  "Stub Period".

         Has the meaning set forth in Section 11.3(a).

12.132.  "Superior Proposal".

         Has the meaning set forth in Section 4.8.

12.133.  "Surveys".

         Refers to current  plats of survey  prepared  in  conformity  with 1997
ALTA/ACSM Standards.

12.134.  "Termination Fee".

         Means $5,000,000.

12.135.  "Total Salaried Savings Plan Transfer Amount".

         Has the meaning set forth in Section 9.2(b)(i).

12.136.  "Tractor Leases".

         Refers to those truck tractor leases described on Schedule 1.5(a).

12.137.  "Transfer Date".

         Has the meaning set forth in Section 9.2(b)(ii).

12.138.  "Year 2000 Readiness".

         Means that the Services used in the Divisions'  business will correctly
identify,  recognize  and process  four-digit  year dates and that the  Services
will: (1) continue to function properly with regard to dates before,  during and
after the transition to year 2000 including,  but not limited to, the ability to
roll dates from  December  31, 1999 to January 1, 2000 and beyond with no errors
or system interruptions;  (2) accurately perform calculations and comparisons on
dates that span centuries; (3) accept and properly process dates that could span
more than 100 years (e.g.,  calculating a person's age from their birth date and
the current date); (4) properly sort and sequence dates that span centuries; (5)
understand that the year 2000 starts on a Saturday;  (6) recognize that February
29, 2000 is a valid date and that the Year 2000 has 366 days;  (7)  prohibit use
of date fields for any purpose other than to store valid dates; (8) preclude the
use of 12/31/99 or any other valid date to indicate  something other than a date
(e.g., 12/31/99 in a date field refers to "do not ever cancel");  and (9) comply
with and  conform to the  specifications  of  American  National  Standard  ANSI
X3.30-1997,  Representation  for Calendar Date and Ordinal Date for  Information
Interchange.


                  --Balance of page intentionally left blank.--


<PAGE>



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

                                          CROWN:
                                          ------

                                          BUSH HOG INVESTORS, L.L.C., a Delaware
                                          limited liability company

                                          By:      Henry Crown and Company (Not
                                          Incorporated), an Illinois limited
                                          partnership, its manager


                                                     By:  /s/ William H. Crown
                                                          --------------------
                                                            a General Partner



                                          ALLIED:
                                          -------

                                          ALLIED PRODUCTS CORPORATION, a
                                          Delaware corporation

                                                     By:  /s/ Richard Drexler
                                                          -------------------
                                                           Its: President



                                          COMPANY:
                                          --------

                                          BUSH HOG, L.L.C., a Delaware limited
                                          liability company

                                          By:  Allied Products Corporation
                                          Its:     Manager

                                                     By:  /s/ Richard Drexler
                                                          -------------------
                                                     Its:  President