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EXHIBIT 10.1


                          SECURITIES EXCHANGE AGREEMENT

This  SECURITIES  EXCHANGE  AGREEMENT is made this 12th day of February 2003, by
and among WENTWORTH III, INC., a Delaware corporation having its principal place
of  business  at  650  South  Cherry  Street,  Suite 420, Denver, Colorado 80246
("Wentworth"),  WHITCO  COMPANY,  L.L.P.,  a Texas limited liability partnership
having  its principal place of business at 6777 Camp Bowie Boulevard, Suite 233,
Forth Worth, Texas 76116 ("Whitco") and the partners of Whitco listed on Annex A
hereto  (the  "Whitco  Partners").

     WHEREAS, Whitco has issued and outstanding an aggregate of 892.82 limited
liability partnership units ("LLP Units") and 241.3485 options to purchase
limited liability partnership units, which such options are granted but
unexercised, to certain of its officers and employees ("Option Units") (the LLP
Units and Option Units are referred to collectively herein as the "Units"); and

     WHEREAS,  Wentworth  is  authorized  to  issue  40,000,000 shares of common
stock,  par value $.01 per share (the "Wentworth Common Stock") of which 200,000
shares (the "Issued Wentworth Shares") are issued and outstanding and 10,000,000
shares  of  preferred  stock,  par  value  $.01  share (the "Wentworth Preferred
Stock"),  of  which  no  shares  are issued or outstanding. The Wentworth Common
Stock  and  the Wentworth Preferred Stock are referred to collectively herein as
the  "Wentworth  Shares";  and

     WHEREAS,  Wentworth,  Whitco  and  the Whitco Partners desire to effect the
exchange  of  all  of the Units for shares of authorized, but unissued Wentworth
Common  Stock  (the  "Wentworth Exchange Shares"), upon the terms and subject to
the  conditions  set  forth  in  this  Agreement  (the "Security Exchange"); and

     WHEREAS,  upon  the  issuance  thereof,  the Wentworth Exchange Shares will
constitute  not  less  than  80%  of the issued and outstanding capital stock of
Wentworth;  and

     WHEREAS,  it  is  contemplated  that  Whitco  will  become  a subsidiary of
Wentworth;  and

     WHEREAS,  the parties to this Agreement intend and desire that the Security
Exchange  shall  constitute  a  tax-free  reorganization  within  the meaning of
Section  351  of the Internal Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS,  none  of  the  parties  to this Agreement has either requested or
obtained,  nor  will  they  request,  a  private letter ruling from the Internal
Revenue  Service  or  any  opinion  of  counsel  to the effect that the Security
Exchange will constitute a tax-free reorganization within the meaning of Section
351  of  the  Code;  and

     WHEREAS,  the  Whitco  Partners recognize and acknowledge that, in light of
the  foregoing,  there  can be no assurance from Wentworth or Whitco, nor is any
assurance  intended,  that  the  Security  Exchange  will  constitute a tax-free


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reorganization under Section 351 of the Code and that they must consult with and
rely  upon  their  own advisors for advice regarding the tax consequences of the
Security  Exchange;  and

     WHEREAS, the Board of Directors of Wentworth and the partners of Whitco
(together with Wentworth, the "Companies") deem it advisable and generally to
the advantage and welfare of each of the respective Companies, and their
respective shareholders and partners, that the Security Exchange be effected
under the terms and conditions hereinafter set forth.

     NOW,  THEREFORE, in consideration of the premises, covenants and conditions
hereof,  the  parties  hereto  do  mutually  agree  as  follows:

     1. Votes on Security Exchange and Related Matters. Whitco shall, as soon as
        ----------------------------------------------
practicable  but  prior  to  Closing (as defined below) (i) cause a special
meeting  of  its  partners  to  be called to consider and vote upon the Security
Exchange  on  the  terms  and  conditions  hereinafter set forth, or (ii) obtain
written  consent  of  such  partners  as  is  necessary  to approve the Security
Exchange.  If  the  Security  Exchange is approved in accordance with applicable
law,  subject  to  the  further  conditions  and provisions of this Agreement, a
closing  of  this  Agreement  shall be held (the "Closing") and all documents or
instruments  deemed necessary or appropriate by the parties hereto to effect the
Security  Exchange,  shall  be executed as promptly as possible thereafter.  The
time  when  the Security Exchange becomes effective is referred to herein as the
"Effective  Time."

     2.  Representations, Warranties and Covenants of Whitco. Whitco represents,
        -----------------------------------------------------
warrants  and  covenants  as  follows,  except  to  the  extent set forth on the
schedule  of exceptions in the form of Schedule A annexed hereto and made a part
                                       ----------
hereof,  with  such exceptions to apply solely to the representation as to which
they  are  scheduled,  except  to  the  extent  otherwise  specifically
cross-referenced:

          2.1 Organization; Capitalization. Whitco is, and on the effective date
              -----------------------------
of the Security Exchange (the  "Effective Date") will be, a duly organized and a
validly  existing  limited  partnership  in  good standing under the laws of its
state  of  formation, and has all requisite corporate power and authority to own
its  properties  and  operate  its  business  as presently conducted.  There are
issued  and  outstanding,  and  on  the  Effective Date there will be issued and
outstanding,  only  the  Units, all of which are, and on the Effective Date will
be, duly authorized and validly issued.  Other than the Option Units, there are,
and  on the Effective Date there will be, no outstanding rights, options or
warrants to purchase any equity interest in Whitco, including but not limited to
any  partnership units of Whitco, and there will be no other or any other issued
or  outstanding  securities  of  any  nature  convertible into or exercisable or
exchangeable  for  partnership  units of Whitco.  The LLP Units have been issued
pursuant  to  an appropriate exemption from the registration requirements of the
Securities  Act and from any applicable registration requirements of the various
states.  In  the  event  any  of  the  Option  Units  are exercised prior to the
Effective  Date, such units shall be issued pursuant to an appropriate exemption
from the registration requirements of the Securities Act and from any applicable
registration  requirements  of  the  various  states.

          2.2  Authority.  Whitco  and  the Whitco Partners each has, and on the
              ---------
Effective  Date will have, full power and authority to enter into this Agreement

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and, subject to any required partner or other third party approval in accordance
with  the laws of the State of Texas or such other state as to which Whitco
may  be  subject  as  a  result  of  any agreement pursuant to which third party
approval  is required, to consummate the transactions contemplated hereby.  This
Agreement  and  the  transactions contemplated hereby have been duly approved by
all  requisite corporate action on the part of Whitco and, prior to the Closing,
by  the other Whitco Partners whose consent is required under applicable law and
the  Amendment  and  Restatement of Partnership Agreement of Whitco, dated as of
the  Effective  Date  (the  "Partnership  Agreement").

          2.3  Binding  Agreement.  This  Agreement  has  been duly executed and
               -----------------
delivered  by  Whitco and constitutes the legal, valid and binding obligation of
Whitco  and the Whitco Partners, enforceable against them in accordance with the
terms  hereof,  except  as  may  be  limited  by  bankruptcy,  insolvency,
reorganization, moratorium or similar laws of general application relating to or
affecting  the  enforcement  of rights hereunder or general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or  at  law).

          2.4  No Conflicts. The execution and delivery by Whitco and the Whitco
               ------------
Partners of this Agreement, the consummation and performance of the transactions
herein contemplated, and compliance with the terms of this Agreement by Whitco
and the Whitco Partners will not conflict with, result in a breach of or
constitute or give rise to a default under (i) any indenture, mortgage, deed of
trust or other agreement, instrument or contract to which Whitco or any Whitco
Partner is now a party or by which it or any of its assets or properties are
bound; (ii) Whitco's Certificate of Limited Partnership or Partnership
Agreement; or (iii) any law, order, rule, regulation, writ, injunction, judgment
or decree of any government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over Whitco, any of the Whitco Partners or any of
Whitco's business or properties wherein such breach could have a material
adverse effect on Whitco or any of its business or properties.

          2.5 Subsidiaries. Whitco does not have, and on the Effective Date will
             ------------
not have, any subsidiaries, nor does it own any direct or indirect interest in
any other business entity.

          2.6  Foreign Qualifications. Whitco is, and on the Effective Date will
             ----------------------
be, qualified or licensed as a foreign limited partnership in all jurisdictions
where its business or ownership of assets so requires, except where the failure
to be qualified or licensed would not be reasonably expected to have a material
adverse effect on the business of Whitco.  The business of Whitco does not
require it to be registered as an investment company or investment adviser, as
such terms are defined under the Investment Company Act of 1940 and the
Investment Advisers Act of 1940, each as amended.

          2.7 Financial Statements. All financial statement of Whitco previously
              --------------------
delivered to Wentworth (the "Financial Statements") fairly present in all
material respects the financial position, results of operations and other
information purported to be shown therein of Whitco, at the dates and for the
respective periods to which they apply.  All such Financial Statements have been
prepared in conformity with generally accepted accounting principles
consistently applied throughout the periods involved, and have been adjusted for
all normal and recurring accruals and are incorporated herein by reference.

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          2.8  Material Adverse Change. There has not been, and on the Effective
               -----------------------
Date there will not have been in the aggregate, any material adverse change in
the condition, financial or otherwise, of Whitco from that set forth in the
Financial Statements.

          2.9  Ordinary Course of Business. Except for transactions occurring in
               ---------------------------
the ordinary course of business, there has not been, and on the Effective Date
there will not have been, any single transaction involving Whitco since
September 30, 2002 in an amount in excess of $100,000.

          2.10  Liabilities;  Claims.  There are, and on the Effective Date will
               -------------------
be,  no  liabilities  (including, but not limited to, tax liabilities) or claims
against  Whitco  (whether such liabilities or claims are contingent or absolute,
direct  or  indirect,  matured  or  unmatured)  not  appearing  on the Financial
Statements,  other  than  (i)  liabilities  incurred  in  the ordinary course of
business  since  September  30,  2002,  (ii)  taxes  accrued  on  earnings since
September  30, 2002 which are not yet due or payable, or (iii) liabilities which
in  the  aggregate  do  not  exceed  $50,000.

          2.11 Tax Returns. All federal, state, county and local income, excise,
               -----------
property and other tax returns required to be filed by Whitco have been filed,
and all required taxes, fees or assessments have been paid or an adequate
reserve therefor has been established in the Financial Statements.  The federal
income tax returns and state and foreign income tax returns of Whitco have not
been audited by the Internal Revenue Service ("IRS") or any other taxing
authority within the past five (5) years.  Neither the IRS nor any state, local
or other taxing authority has proposed any additional taxes, interest or
penalties with respect to Whitco or any of its operations or businesses.  There
are no pending, or to the knowledge of Whitco, threatened, tax claims or
assessments, and there are no pending, or to the knowledge of Whitco,
threatened, tax examinations by any taxing authorities.  Whitco has not given
any waivers of rights (which are currently in effect) under applicable statutes
of limitations with respect to the federal income tax returns of Whitco for any
year.

          2.12  Title  to  Assets.  Except  as  provided  for  in  the Financial
                ---------------
Statements,  Whitco,  has,  and  on  the  Effective  Date  will  have,  good and
marketable  title  to all of its furniture, fixtures, equipment and other assets
owned  by  Whitco,  and  such  assets  are  owned free and clear of all security
interests,  pledges,  liens,  restrictions  and  encumbrances  of every kind and
nature.  Whitco  is  the  owner  of  its inventory as set forth in the Financial
Statements  and  has  good  and  marketable  title  thereto.

          2.13  Accounts Receivable. The accounts receivable as set forth in the
                -------------------
Financial Statements represent amounts due for goods sold or services rendered
by Whitco in the ordinary course of business and, except as reserved for in the
Financial Statements, Whitco believes are collectable in the ordinary course of
business.

          2.14  Material  Contracts.  A  copy  (or  summary  if  oral)  of  all
                ------------------
agreements,  contracts,  arrangements,  understandings  and commitments, whether
written  or  oral, to which Whitco is or on the Effective Date will be, a party,
or from which Whitco will receive substantial benefits and which are material to
Whitco  (collectively,  "Whitco  Contracts"),  have been or will be delivered to
Wentworth  or  its  counsel.  Any Whitco Contracts entered into between the date


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hereof  and  the  Effective  Date  will be delivered to Wentworth or its counsel
prior  to  Closing.  Whitco is not now, nor will it be on the Effective Date, in
material  default  under  any  Whitco Contract and to the knowledge of Whitco no
other  party  to  any  Whitco  Contract  is in material default thereunder. Each
Whitco  Contract is a legal, valid and binding obligation of Whitco, enforceable
against  it  in  accordance  with  their  respective  terms.  The  validity  and
enforceability  of, and rights of Whitco contained in, each such Whitco Contract
shall  not  be  adversely  effected by the Security Exchange or the transactions
contemplated  hereby  or  any  actions  taken  in  furtherance  hereof.

     2.15 Legal Proceedings. There are, and on the Effective Date there will be,
          -----------------
no legal, administrative, arbitral or other proceedings, claims, actions or
governmental investigations of any nature pending, or to Whitco's knowledge,
threatened, involving Whitco, individually or in the aggregate, in which an
unfavorable determination could result in suspension or termination of Whitco's
business  or  authority  to  conduct  such business in any jurisdiction or could
result  in  the  payment  by  Whitco  of  more than $100,000, or challenging the
validity or propriety of the transactions contemplated by this Agreement. Whitco
is  not a party to any order, judgment or decree which will, or might reasonably
be  expected  to,  materially  adversely  affect  the  business,  operations,
properties,  assets  or  financial  condition  of  Whitco.

     2.16  Certain  Transactions.  Since September 30, 2002 there have been, and
           --------------------
through  the  Effective  Date  there  will  be:  (i) no bonuses or extraordinary
compensation  paid  to  any of the officers or partners of Whitco, (ii) no loans
made to or any other transactions with any of the officers or partners of Whitco
or their families and (iii) no dividends or other distributions declared or paid
by  Whitco,  except  those distributions made to partners for federal income tax
purposes.

     2.17 Insurance. Whitco has, and on the Effective Date will have, maintained
          ---------
casualty and liability policies and other insurance policies with respect to its
business  which  are  appropriate  and customary for businesses similar in size,
industry  and risk profile. Copies of all of the policies of insurance and bonds
presently  in  force  with respect to Whitco, including without limitation those
covering  properties,  buildings,  machinery,  equipment, worker's compensation,
officers  and  directors  and  public  liability,  have  been  made available to
Wentworth.  All such insurance is outstanding and in full force and effect, with
all  premiums  thereon  duly  paid,  and  Whitco  has not received any notice of
cancellation  of  any  such  policies.

     2.18  Intellectual  Property.  Whitco  has,  and on the Effective Date will
           ---------------------
have,  no  patents,  patent applications, trademarks, trademark registrations or
applications,  trade names, copyrights, copyright registrations or applications,
or  other  intellectual  property.  Whitco  does  not  have  knowledge  of  any
infringements  by  it  of  any  third  party's  intellectual  property.

     2.19 Compliance with Laws. Since its acquisition in June, 2000, Whitco has,
           --------------------
and on the Effective Date will have, in all material respects operated its
business and conducted its affairs in compliance with all applicable laws, rules
and regulations, except where the failure to so comply did not have and would
not be expected to have a material adverse effect on its business or property.


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     2.20  Related  Party  Contracts. There are, and on the Effective Date there
           -----------------------
will  be,  no loans, leases or other Whitco Contracts outstanding between Whitco
and any of its officers, partners, any holders of more than five percent (5%) or
more  of the Units or any person related to or affiliated with any such officers
or  directors  or  holders  of more than five percent (5%) or more of the Units.

     2.21 Officer and Director Information. Since its acquisition in June, 2000,
          --------------------------------
neither Whitco nor any of its officers or partners, nor any person intended upon
consummation of the Security Exchange to be nominated by Whitco to become an
officer or director of Wentworth or any successor entity or subsidiary, has been
the subject of:

          (a)  a  petition  under  the  Federal  bankruptcy  laws  or  any other
     insolvency  or  moratorium  law  or has a receiver, fiscal agent or similar
     officer been appointed by a court for the business or property of Whitco or
     such  person,  or  any partnership in which Whitco or any such person was a
     general  partner  at or within two years before the time of such filing, or
     any  corporation or business association of which Whitco or any such person
     was  an  executive  officer  at or within two years before the time of such
     filing;

          (b)  a  conviction  in  a  criminal proceeding or a named subject of a
     pending  criminal  proceeding  (excluding  traffic  violations which do not
     relate  to  driving  while  intoxicated  or  driving  under the influence);

          (c)  any  order,  judgment  or  decree,  not  subsequently  reversed,
     suspended  or  vacated, of any court of competent jurisdiction, permanently
     or  temporarily  enjoining  Whitco  or  any  such person from, or otherwise
     limiting,  the  following  activities:

               (i)  Acting as a futures commission merchant, introducing broker,
          commodity  trading  advisor,  commodity  pool  operator, floor broker,
          leverage  transaction  merchant,  any  other  person  regulated by the
          United  States  Commodity  Futures Trading Commission or an associated
          person  of  any  of  the  foregoing,  or  as  an  investment  adviser,
          underwriter,  broker  or  dealer  in  securities,  or as an affiliated
          person,  director or employee of any investment company, bank, savings
          and  loan  association  or  insurance  company,  or  engaging  in  or
          continuing  any  conduct or practice in connection with such activity;

               (ii)  Engaging  in  any  type  of  business  practice;  or

               (iii) Engaging in any activity in connection with the purchase or
          sale  of any security or commodity or in connection with any violation
          of  Federal,  state  or  other  securities  laws  or commodities laws;

          (d)  any  order,  judgment  or  decree,  not  subsequently  reversed,
     suspended  or  vacated,  of  any Federal, state or local authority barring,
     suspending  or otherwise limiting for more than 60 days the right of Whitco
     or  any  such  person  to engage in any activity described in the preceding
     sub-paragraph,  or  to  be  associated  with  persons  engaged  in any such
     activity;

          (e)  a  finding by a court of competent jurisdiction in a civil action
     or  by  the  Securities  and Exchange Commission (the "Commission") to have

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     violated  any securities law, regulation or decree and the judgment in such
     civil  action  or  finding  by  the  Commission  has  not been subsequently
     reversed,  suspended  or  vacated;  or

          (f)  a  finding by a court of competent jurisdiction in a civil action
     or by the Commodity Futures Trading Commission to have violated any federal
     commodities  law,  and the judgment in such civil action or finding has not
     been  subsequently  reversed,  suspended or vacated. All items described in
     clauses  (a)  through (f) above are collectively referred to herein as "Bad
     Events."

     2.22  Benefit  Plans. Whitco does not have any pension plan, profit sharing
           --------------
or similar employee benefit plan other than its 401(k) plan, which is managed by
its  employee  leasing  company.

     2.23  Consents  and  Approvals.  Except for the consent and approval of the
           ------------------------
partners  of  Whitco,  no  consents or approvals of, or filings or registrations
with,  any  third  party  or  any  public  body  or  authority  are necessary in
connection  with  (i) the execution and delivery by Whitco of this Agreement and
(ii)  the  consummation  by  Whitco  of  the  Security Exchange and of all other
transactions  contemplated  hereby.

     2.24  Finder's  Fees. Whitco knows of no person who rendered any service in
           -------------
connection with the introduction of the Companies to any of the other Companies,
for a "finder's fee" or similar type of fee in connection with the Security
Exchange and the other transactions contemplated hereby, except for Keating
Investments, LLC which will receive 200,000 shares of Wentworth Common Stock as
a fee in connection with the Security Exchange.

     2.25  Employee Matters. No employees of Whitco are on strike or to the best
           ----------------
of Whitco's knowledge threatening any strike or work stoppage.  Whitco does not
have any obligations under any collective bargaining or labor union agreements,
nor is Whitco involved in any material controversy with any of its employees or
any organization representing any of its employees.   Whitco believes its
relationships with its employees are good.

     2.26  Disclosure.  None of the information supplied or to be supplied by or
           ----------
about Whitco herein or for inclusion or incorporation by reference in any
information to be supplied to holders of Wentworth Common Stock concerning the
Security Exchange contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading.

     2.27  Actions  Prior  to Closing. From the date hereof through the Closing,
           ------------------------
Whitco shall not, other than in the ordinary course of business, consistent with
past practice, without due consent of Wentworth:

          (a) sell, lease, assign, transfer or otherwise dispose of any material
     assets,  including  cash;

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          (b)  incur  or  agree  to  assume  or  assume,  guarantee,  endorse or
     otherwise  in  any  way be or become responsible or liable for, directly or
     indirectly,  any  material  contingent  obligation;

          (c)  make  any  material  capital  expenditure;

          (d)  participate or engage in any discussions or negotiations with any
     person regarding, or enter into any transaction concerning, a merger, stock
     exchange  or  consolidation,  other  than with the other parties hereto, or
     liquidate  or dissolve itself (or suffer any liquidation or dissolution) or
     convey,  sell,  lease, transfer or otherwise dispose of, in one transaction
     or  a  series  of  related  transactions,  all or a substantial part of its
     property,  business,  assets or units, or other securities convertible into
     equity,  or  make  any  material change in the present method of conducting
     business;

          (e)  declare  or  pay  any  dividends  or  make any other distribution
     (whether  in cash or property) on any of its partnership units (except that
     Whitco  shall  be entitled to make distributions to its partners sufficient
     to allow them to pay income taxes on Whitco's taxable income passed through
     to  them,  consistent  with past practices), or purchase, redeem, retire or
     otherwise  acquire  for value any partnership units or warrants or options,
     whether  now  or  hereafter  outstanding;

          (f)  make  or suffer to exist any advances or loans to, or investments
     in  any  person,  firm, corporation or other business entity not a party to
     this  letter  of  intent;

          (g)  make  any  amendment  to  its  Application for Registered Limited
     Liability  Partnership;

          (h)  enter  into  or  amend  any employment agreements or increase the
     salary  or  bonus  of  any  existing  employee;

          (i) enter into any new material agreement or be or become liable under
     any  new  material  agreement  for  the  lease,  hire or use of any real or
     personal  property;

          (j)  create,  incur,  assume or suffer to exist, any mortgage, pledge,
     lien,  charge, security interest or encumbrance of any kind upon any of its
     property,  assets,  income  or  profits,  whether  now  owned  or hereafter
     acquired;  or

          (k)  enter  into  any commitment with respect to any of the foregoing.

3.     Representations,  Warranties  and  Covenants  of  Wentworth.  Wentworth
       -----------------------------------------------------------
represents, warrants and covenants as follows, except to the extent set forth in
the  Schedule  of  Exceptions  in the form of Schedule B annexed hereto and
                                              ----------
made  part  hereof  ("Wentworth  Schedule  of  Exceptions"):

     3.1 Organization; Capitalization. Wentworth is a duly organized and validly
          ----------------------------
     existing  corporation  in  good  standing  under  the  laws of the State of
Delaware,  authorized  to  issue  an aggregate of 40,000,000 shares of Wentworth
Common  Stock  and  10,000,000  shares  of  Wentworth  Preferred  Stock.  On the
Effective Date, there will be issued and outstanding no more than 200,000 shares

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of  Wentworth Common Stock, all of which such issued and outstanding shares will
be  validly  issued, fully paid and nonassessable.  On the Effective Date, there
will  be  issued and outstanding no shares of Wentworth Preferred Stock.  Except
as contemplated by this Agreement, on the Effective Date there will be no issued
or  outstanding  securities  and  no  issued or outstanding options, warrants or
other rights, or commitments or agreements of any kind, contingent or otherwise,
to  purchase  or otherwise acquire Wentworth Shares or any issued or outstanding
securities  of  any  nature  convertible  into  Wentworth  Shares other than the
200,000 shares of Wentworth Common Stock which are currently outstanding.  There
is  no  proxy  or  any other agreement, arrangement or understanding of any kind
authorized,  effective  or  outstanding  which  restricts,  limits  or otherwise
affects  the  right  to  vote  any  Wentworth  Shares.

     3.2  Binding  Agreement.  This  Agreement and the transactions contemplated
          ------------------
hereby  have  been  duly  approved by the Board of Directors of Wentworth.  This
Agreement  has been duly executed and delivered by Wentworth and constitutes the
legal,  valid  and  binding  obligation  of  Wentworth enforceable against it in
accordance  with  the  terms  hereof,  except  as  may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws of general application
relating  to  or  affecting  the  enforcement  of  rights  hereunder  or general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in  equity  or  at  law).

     3.3 Recent Business Operations. The business of Wentworth and the Wentworth
          --------------------------
Subsidiaries (as hereinafter defined), since their respective incorporation, has
been limited to the search for an acquisition or merger partner and certain
transactions described in its filings with the Commission (the "SEC Filings"),
and except for transactions described in the SEC Filings, Wentworth and the
Wentworth Subsidiaries have not engaged in any other business since their
respective incorporation.

     3.4  Foreign  Qualifications.  Wentworth is, and on the Effective Date will
          ----------------------
be, duly authorized, qualified and licensed under any and all applicable laws,
regulations, ordinances or orders of public authorities to carry on its business
in the places and in the manner as presently conducted.  The business of
Wentworth does not require it to be registered as an investment company or
investment advisor, as such terms are defined under the Investment Company Act
and the Investment Advisors Act of 1940.

     3.5  Subsidiaries.  Wentworth  has, and on the Effective Date will have, no
          ------------
subsidiaries.

     3.6 Financial Statements. The financial statements of Wentworth, consisting
         --------------------
of its Balance Sheets, Statement of Operations, Statement of Stockholders'
Equity and Statement of Cash Flows, all as at or for periods ending September
30, 2002, and all together with accompanying notes, if any, are complete and
correct in all material respects, present fairly the financial position of
Wentworth, the results of operations and changes in financial position for the
period covered thereby, and were prepared in accordance with generally accepted
accounting principles consistently applied, and have been adjusted for all
normal and recurring accruals.  All the financial statements referenced herein


                                        9
<PAGE>

regarding Wentworth are collectively referred to as the "Wentworth Financial
Statements", all of which have been delivered to Whitco and are true, correct
and complete in all material respects.

     3.7 No Adverse Changes. There has not been, and on the Effective Date there
         ------------------
will not have been, any material change in the financial condition of Wentworth
and the Wentworth Subsidiaries from that set forth in the Wentworth Financial
Statements except for (i) transactions in the ordinary course of business, (ii)
transactions relating to this Agreement, and (iii) the incurring of expenses and
liabilities relating to this Agreement.

     3.8  Liabilities.  There  are,  and  on  the  Effective  Date  will  be, no
         -----------
liabilities (including, but not limited to, tax liabilities) of, or claims
against, Wentworth (whether such liabilities or claims are contingent or
absolute, direct or indirect, accrued or unaccrued and matured or unmatured) not
appearing on the Wentworth Financial Statements, except for (i) liabilities for
expenses incurred relating to this Agreement and the consummation of the
transactions contemplated hereby and (ii) liabilities and commitments incurred
or made in the ordinary course of Wentworth's business or taxes incurred on
earnings since September 30, 2002.

     3.9  Tax  Returns.  All  Federal,  state,  county and local income, excise,
           -----------
property or other tax returns required to be filed by Wentworth have been timely
filed and all required taxes, fees and assessments have been paid or an adequate
reserve therefore has been provided for in the Wentworth Financial Statements.

     3.10  Assets.  Wentworth  have,  and  on  the  Effective Date will have, no
           ------
fixtures, furniture, equipment, inventory, accounts receivable or other assets.

     3.11  Material  Contracts.  Wentworth  each have, and on the Effective Date
           ------------------
will have, no material contracts to which it is, or on the Effective Date will
be, a party, except as described in the Wentworth Financial Statements.

     3.12  No  Conflicts.  The  execution  and  delivery  by  Wentworth  of this
           ------------
Agreement, the consummation and performance of the transactions herein
contemplated and compliance with the terms of this Agreement by Wentworth will
not conflict with, result in a breach of or constitute a default under (i) any
indenture, mortgage, deed of trust or other agreement, instrument or contract to
which Wentworth is now a party or by which it or any of its assets or properties
is bound; (ii) the Certificate of Incorporation or the bylaws of Wentworth, in
each case as amended; or (iii) any law, order, rule, regulation, writ,
injunction, judgment or decree of any government, governmental instrumentality
or court, domestic or foreign, having jurisdiction over Wentworth or any of its
business or properties.

     3.13 Legal Proceedings. There are, and on the Effective Date there will be,
          -----------------
no legal, administrative, arbitral or other proceedings, claims, actions or
governmental investigations of any nature pending or to Wentworth's knowledge
threatened, against Wentworth, including, but not limited to any shareholder
claims or derivative actions, or challenging the validity or propriety of the
transactions contemplated by this Agreement, and, to Wentworth's best knowledge,
there is no reasonable basis for any proceeding, claim, action or governmental
investigation against Wentworth. Wentworth is not a party to any order, judgment
or decree which will, or might reasonably be expected to, materially adversely
affect the business, operations, properties, assets or financial condition of
Wentworth.
                                       10
<PAGE>

     3.14  Certain  Transactions.  Other  than  as disclosed in the SEC Filings,
           --------------------
there have been, and to the Effective Date there will be (i) no salaried or
otherwise compensated employees and no bonuses paid to any officer or director
of Wentworth; (ii) no loans made to or transactions with any officer or director
of Wentworth; (iii) no dividends or other distributions declared or paid by
Wentworth; and (iv) no purchase by Wentworth or any third party of any of the
Wentworth Shares.

     3.15  Issuances  of  Securities.  Wentworth  has not, except for the Issued
           -------------------------
Wentworth Shares, issued or committed itself to issue, and to the Effective Date
will  not  issue  or  commit  itself  to issue, any Wentworth Shares or any
options,  rights,  warrants,  or  other  securities  convertible  into Wentworth
Shares,  except  as  contemplated  by  this  Agreement.

     3.16  Intellectual Property. Wentworth has no patents, patent applications,
           ---------------------
trademarks,  trademark  registrations,  trade  names, copyrights, copyright
registrations  or  applications  therefor.  Wentworth  has  no  knowledge of any
infringements  by  Wentworth  of  any  third  party's  intellectual  property.

     3.17  Compliance  with  Laws. Wentworth has, and on the Effective Date will
           --------------------
have, in all material respects operated its business and conducted its affairs
in compliance with all applicable laws, rules and regulations, except where the
failure to so comply did not have and would not be expected to have a material
adverse effect on its business or property.  To the best of its knowledge,
Wentworth is not in violation of any Federal, state or local environmental law
or regulation.

     3.18  Related  Party  Transactions.  On the Effective Date there will be no
           --------------------------
loans, leases, commitments, arrangements or other contracts of any kind or
nature outstanding between (i) Wentworth or (ii) any officer or director of
Wentworth or any person related to or affiliated with any officer or director of
Wentworth.

     3.19  Officers  and Directors. During the past five year period, no current
           ----------------------
officer or director of Wentworth has been the subject of any Bad Event.

     3.20  Employee Benefit Plans. Wentworth has no pension plan, profit sharing
           ----------------------
or similar employee benefit plan.

     3.21  Consents.  Except  for  the  consent  and  approval  of  the Board of
           --------
Directors of Wentworth, the effectiveness of a post-effective amendment to
Wentworth's registration statement on Form SB-2, registration number 333-75044
(the "Registration Statement"), delivery of an amended prospectus to all
Wentworth shareholders and the waiver by all of Wentworth's shareholders of any
rights to rescind their share purchases pursuant to Rule 419 promulgated under
the Securities Act of 1933, as amended ("Rule 419") and the filing of Commission
Form 8-K, no consents or approvals of, or filings or registrations with, any
third party or any public body or authority are necessary in connection with (i)

                                       11
<PAGE>


the execution and delivery by Wentworth of this Agreement or (ii) the
consummation by Wentworth of the Security Exchange and the other transactions
contemplated hereby.  Wentworth has, and on the Effective Date will have, full
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby.

     3.22  Finder's  Fees. Wentworth knows of no person who rendered any service
           -------------
in connection with the introduction of the Companies to any of the other
Companies, for a "finder's fee" or similar type of fee in connection with the
Security Exchange and the other transactions contemplated hereby except for
Keating Investments, LLC which will receive 200,000 shares of Wentworth Common
Stock as a fee in connection with the Security Exchange.

     3.23  Employees.  Wentworth  has  no  employees.
            ---------

     3.24  Rule 419. Wentworth's initial public offering of securities was
           ---------
conducted  in  full  compliance  with  all  applicable  securities  laws  and
regulations,  including  without  limitation,  all the requirements of Rule 419.

     3.25     Disclosure.  None of the information supplied or to be supplied by
              ----------
or  about  Wentworth  to  Whitco  concerning  the Security Exchange contains any
untrue statement of a material fact or omits to state any material fact required
to  be  stated  therein or necessary in order to make the statements therein, in
light  of  the  circumstances  under  which  they  are  made,  not  misleading.

     3.26  Registration.  The  Wentworth  Common  Stock  is,  and  at  the
           ------------
Effective Date will be, validly registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.

4.     Representations  to  Survive  Closing.  All  of  the  representations,
       -------------------------------------
covenants  and  warranties contained in this Agreement (including all statements
contained  in  any  certificate or other instrument delivered by or on behalf of
Wentworth  or  Whitco  pursuant  hereto  or  in connection with the transactions
contemplated hereby) shall survive the Closing for a period of one (1) year from
the  Effective  Date.

5.     Exchange  of  Securities.
       -------------------------

     5.1  Whitco  Partners'  Exchange  of  Units.
          --------------------------------------
Upon  the  terms and subject to the conditions contained herein, and in reliance
upon  the  representations, warranties, covenants and indemnifications contained
herein, the Whitco Partners hereby agree to convey, transfer, assign and deliver
to  Wentworth,  and Wentworth hereby agrees to acquire from the Whitco Partners,
on  the  Closing  Date,  all  of  the  rights,  title and interest of the Whitco
Partners  in  and  to  the  Units.  The  number of Units to be delivered by each
Whitco  Partner  is  set  forth  opposite such Whitco Partner's  name on Annex A
                                                                         -------
hereto.

     5.2  Wentworth  Exchange  of  Shares.
           -------------------------------
Upon  the  terms and subject to the conditions contained herein, and in reliance
upon  the  representations, warranties, covenants and indemnifications contained
herein,  Wentworth  hereby  agrees to issue the Wentworth Exchange Shares to the


                                       12
<PAGE>

Whitco  Partners  on the Closing Date and the Whitco Partners hereby agree to so
acquire  the  Wentworth  Exchange Shares from Wentworth.  The Wentworth Exchange
Shares  shall  be  delivered  to  the Whitco Partners on a pro rata basis as set
forth  on  Annex A, in accordance with the formula set forth below in Section 6.
           -------

6.     Treatment  of  Securities  of  in  the  Security Exchange.  The terms and
       ---------------------------------------------------------
conditions  of the Security Exchange, the mode of carrying the same into effect,
and  the  manner  and  basis  of exchanging the securities of each of Whitco and
Wentworth  are  as  follows:

     6.1  Treatment  of  Units.  The  Units  shall be converted by virtue of the
          --------------------
Security  Exchange,  and  at  the Effective Date, into an aggregate of 3,800,000
shares  of Wentworth Common Stock ("Whitco Shares"), on the basis of 3,350.47217
shares  of  Wentworth Common Stock for each Unit, without any action on the part
of  the holders thereof. After the Effective Date, each holder of Units prior to
the  Security  Exchange  shall  be  entitled,  upon  surrender,  to receive from
Wentworth  a  certificate  representing the number of shares of Wentworth Common
Stock  to  which  such holder shall be entitled, which certificate shall contain
any  appropriate  restrictive  legend  concerning  the  resale of such Wentworth
Common  Stock.  Until  so  surrendered,  any  outstanding  certificates or other
documentation  which,  prior  to the Effective Date, represented Units, shall be
deemed  for  all  corporate  purposes  to evidence ownership of Wentworth Common
Stock  into  which  such  Units  shall  have  been exchanged. Upon exchange, any
fractional Wentworth Common Stock resulting from exchange shall be rounded up to
the  next  highest  whole  number.

     6.2  Treatment  of  Option  Units.  The  Option  Units shall be replaced at
          ----------------------------
closing  by  options  to  purchase  Wentworth  Common Stock on the same basis of
conversion  as  set  forth  in  Section  6.1  above.

     6.3  Treatment  of  Whitco  Convertible  Debentures.  In  the  event  any
           ----------------------------------------------
convertible  debentures  of  Whitco are still outstanding on the Effective Date,
such  convertible  debentures  shall be converted into Wentworth Common Stock on
the  same  basis  of  conversion  as  set  forth  in  Section  6.1  above.


7.  Conditions  of Obligations of Wentworth. The obligation of Wentworth to
    ----------------------------------------
consummate the Security Exchange is subject to the following conditions prior to
the  Effective  Date:

     7.1  Compliance  with  Representations  and  Warranties. Whitco shall be in
          --------------------------------------------------
compliance  with  its representations, warranties and covenants contained herein
in  all  material respects, and Wentworth shall receive from Whitco certificates
to  such  effect  from  the  President  of  Whitco  as  of  the  Effective Date.

     7.2  Losses.  Whitco  shall  not  have  suffered a loss on account of fire,
          ------
flood, accident or other calamity of such a character as to interfere materially
with  the  continuous  operation  of  its  business  or  materially  affect
adversely  its  condition,  financial or otherwise, regardless of whether or not
such  loss  shall  have  been  insured.


                                       13
<PAGE>

     7.3  No  Material  Transactions.  No  material  transaction shall have been
          ------------------------
entered into by Whitco other than transactions in the ordinary course of
business between December 31, 2002 and the Effective Date, other than as
referred to in this Agreement or in Schedule A annexed hereto, except with the
prior written consent of Wentworth.

     7.4  No Material Adverse Change; Due Diligence. Except as disclosed in this
          -----------------------------------------
Agreement or in the schedules annexed hereto, no material adverse change in the
aggregate shall have occurred in the financial condition, business, properties,
assets, liabilities, results of operations or prospects of Whitco since
September 30, 2002.  Additionally, Wentworth shall be satisfied in all material
respects with the results of its due diligence investigation of Whitco.

     7.5 Disposition of Assets. None of the properties or assets of Whitco shall
          ---------------------
have been sold or otherwise disposed of other than in the ordinary course of
business in accordance with past practice during such period, except with the
prior written consent of Wentworth.

     7.6  Conditions.  Whitco  shall  have  performed  and  complied  with  the
          ----------
provisions and conditions of this Agreement on its part to be performed and
complied with.

     7.7  Filings and Approvals. All applicable filings and regulatory approvals
          ---------------------
required to be made or obtained by Whitco have been made or obtained.

     7.8  Partner  Approvals.  This  Agreement and the transactions contemplated
          -----------------
hereby shall have been approved by appropriate action of the general partner and
the other Partners, as required, of Whitco and resolutions to that effect in
form and substance reasonably satisfactory to Wentworth and its counsel, shall
have been delivered to Wentworth.

     7.9  Compliance with Securities Laws. There shall have been full compliance
          -------------------------------
with the applicable securities or "blue sky" laws and regulations of any state
or other governmental body having jurisdiction over the Security Exchange.

     7.10  Opinions  of  Counsel.  Wentworth shall have received an opinion from
           -------------------
counsel to Whitco in form and substance reasonably satisfactory to Wentworth's
counsel.

     7.11  Investment  Representation. Whitco shall have obtained an instrument,
           -------------------------
in the form annexed hereto as Exhibit A, from the Whitco Partners, including a
                              ---------
representation that the shares of Wentworth Common Stock being acquired as a
result of the transactions contemplated by this Agreement are being acquired for
investment purposes only and not with a view to, or sale in connection with, any
distribution within the meaning of the Securities Act of 1933, as amended.

     Compliance with the provisions of this Section 7 shall be evidenced by the
certificate of the President and Secretary of Whitco.

8.     Conditions  of  Obligations  of  Whitco  and  the  Whitco  Partners.  The
       -------------------------------------------------------------------
obligations  of  Whitco  and  the  Whitco  Partners  to  consummate the Security
Exchange  are  subject  to the following conditions prior to the Effective Date:

                                       14
<PAGE>

     8.1  Compliance  with Representations and Warranties. Wentworth shall be in
          ------------------------------------------------
compliance  with its representations, warranties and covenants contained herein,
and  Whitco shall have received from Wentworth a certificate to such effect from
its  President  as  of  the  Effective  Date.

     8.2  Losses. Wentworth shall not have suffered any loss on account of fire,
          ------
flood, accident or other calamity of such a character as to interfere materially
with  the  continuous  operation  of  its  business or materially adversely
affect  its condition, financial or otherwise, regardless of whether or not such
loss  shall  have  been  insured.

     8.3  No  Material  Transactions.  No  material transactions shall have been
          ------------------------
entered into by Wentworth, other than transactions in the ordinary course of
business, since September 30, 2002, other than as referred to in this Agreement
or in connection herewith, except with the prior written consent of Whitco.

     8.4  No  Material Adverse Change; Due Diligence. No material adverse change
          -----------------------------------------
shall have occurred in the financial condition, business, properties, assets,
liabilities, results of operations or prospects of Wentworth since September 30,
2002, other than as referred to in this Agreement.  Additionally, Whitco shall
be satisfied in all material respects with the results of its due diligence
investigation of Wentworth.

     8.5 Disposal of Assets. None of the properties or assets of Wentworth shall
          ------------------
have been sold or otherwise disposed of, other than in the ordinary course of
business since September 30, 2002, except with the written consent of Whitco.

     8.6 Compliance with Conditions. Wentworth shall have performed and complied
          --------------------------
with the provisions and conditions of this Agreement on its part to be performed
and complied with.

     8.7     Filings and Approvals.  All applicable filings required to be made
             ---------------------
and  regulatory  approvals, as well as any other third party approvals, obtained
by  Wentworth  have  been  made  or  obtained.  In particular, but not by way of
limitation,  Wentworth  shall  have  caused to become effective the Registration
Statement  pursuant  to  Rule  419,  offering  each  shareholder of Wentworth an
opportunity to rescind their share purchases, and no such shareholder shall have
so  rescinded  by  the  end  of  the  time  period  required  by  Rule  419.

     8.8     Board  Resignations.  Wentworth  shall  have  held a meeting of its
             -------------------
Board  of  Directors  at  which  meeting  all of its directors except one (to be
chosen  by Wentworth) shall have resigned seriatim and the persons designated by
Whitco  shall  have  been  elected as directors of Wentworth, all subject to the
consummation  of  the  Security  Exchange.

     8.9     Opinions.  Whitco  shall  have  received  opinions  from counsel to
             --------
Wentworth  in  form  and  substance reasonably satisfactory to Whitco's counsel.

     Compliance with the provisions of this Section 8 shall be evidenced by the
certificates of the respective Presidents and Secretaries of Wentworth to be
delivered at Closing.

                                       15
<PAGE>

9.     Post  Closing  Covenants.
       ------------------------

     9.1 Amendment of Wentworth Certificate of Incorporation. Promptly following
         ---------------------------------------------------
the  Closing,  Wentworth shall prepare and file preliminary proxy materials
to  be  sent  to the shareholders of Wentworth and call a special meeting of the
shareholders  of  Wentworth  (the  "Special  Meeting")  to  be  held  as soon as
practicable  after  the  Closing,  for  the  purpose  of  amending  Wentworth's
Certificate  of  Incorporation to change its corporate name to Catalyst Lighting
Group,  Inc.  and  such  other  matters  as  Wentworth  shall  deem appropriate.
Wentworth  shall  use  its best efforts to promptly and substantively respond to
any Commission comments to such preliminary proxy materials and to file with the
Commission and mail to Wentworth shareholders definitive proxy materials as soon
as  practicable  thereafter.

10.     Covenants  of  Principal  Shareholders  of  Wentworth.
        -----------------------------------------------------

      10.1 Amendment of Wentworth Certificate of Incorporation. Kevin R. Keating
            ----------------------------------------------------
("Keating")  and  Spencer I. Browne ("Browne") each agrees that he will vote all
shares of Wentworth capital stock beneficially owned or controlled by him at the
Special  Meeting  in  favor  of the amendment of Wentworth's Certificate of
Incorporation  to  change  its  corporate  name to Catalyst Lighting Group, Inc.

      10.2 Election  of  Directors.  Keating  and Browne each agrees that, for a
           -----------------------
period  of  twelve  months  following  the  Closing,  he will vote all shares of
Wentworth  capital stock beneficially owned or controlled by him in favor of the
election  of  four  persons  chosen  by  Dennis  H.  Depenbusch,  and reasonably
acceptable  to  the  Wentworth  Board  of  Directors, as members of the Board of
Directors of Wentworth.  The persons initially chosen by Dennis H. Depenbusch to
be  elected as a member of the Board of Directors of Wentworth, and who are
acceptable  to  the  Wentworth Board of Directors, are Mary Titus, Henry Glover,
Tracy  B.  Taylor  and  Dennis  H.  Depenbusch.

     11.  Abandonment. This Agreement and the Security Exchange may be abandoned
          -----------
(a)  by  any  of  the  Companies,  acting  by  its Board of Directors or general
partner,  as  applicable,  by written notice to the other parties hereto, at any
time  in the event of the failure of any condition in favor of such entity as to
which  the  consummation  of  the  Security  Exchange  is subject, or (b) by the
consent  of  all the Companies, acting each by its Board of Directors or general
partner,  as  applicable, at any time prior to the Effective Date.  In the event
of  abandonment  of  this Agreement, the same shall become wholly void and of no
effect,  and  there shall be no further liability or obligation hereunder on the
part  of  any of the Companies, their respective Boards of Directors or managing
partner  or  any  other  party  to  this  Agreement.

     12.  Closing  or  Termination.  In  the event the Closing of this Agreement
           ------------------------
shall not take place due to failure of any condition of Closing required herein,
then  any  party shall have the right to terminate this Agreement, in which
event  no party shall have any further right or obligation as against any other.
If Whitco shall fail to close for any reason other than failure of any condition
of  Closing  required  herein  to  be performed on the part of Wentworth, Whitco
shall  pay  to  Wentworth a break-up fee of $25,000 in cash.  If Wentworth shall

                                       16
<PAGE>

fail  to  close  for  any  reason other than failure of any condition of Closing
required  herein  to  be performed on the part of Whitco, Wentworth shall pay to
Whitco  a  break-up  fee  of  $25,000  in  cash.

     13.  Delivery  of  Corporate  Proceedings  of  Wentworth.  At  the Closing,
          -----------------------------------------------
Wentworth shall deliver to counsel for Whitco the originals of all of the
corporate proceedings of Wentworth, duly certified by its Secretary, relating to
this Agreement.

     14.  Delivery  of Partnership Proceedings of Whitco. At the Closing, Whitco
           ----------------------------------------------
shall deliver to counsel for Wentworth the originals of all of the partnership
proceedings of Whitco, duly certified by its Secretary, relating to this
Agreement.

     15. Limitation of Liability. The representations and warranties made by any
          -----------------------
party to this Agreement are intended to be relied upon only by the other parties
to this Agreement and by no other person.  Nothing contained in this Agreement
shall be deemed to confer upon any person not a party to this Agreement any
third party beneficiary rights or any other rights of any nature whatsoever.

     16.  Further Instruments and Actions. Each party shall deliver such further
          -------------------------------
instruments and take such further action as may be reasonably requested by any
other in order to carry out the intent and purposes of this Agreement.

     17.  Governing Law. This Agreement is being delivered and is intended to be
          -------------
performed in the State of Texas, and shall be construed and enforced in
accordance with the laws of such state, without regard to conflicts of laws
thereof.

     18. Notices. All notices or other communications to be sent by any party to
         -------
this Agreement to any other party to this Agreement shall be sent by certified
mail, personal delivery or nationwide overnight courier to the addresses
hereinbefore designated, or such other addresses as may hereafter be designated
in writing by a party.  Notice shall be deemed given and received on the date of
actual delivery to the address specified thereon.

     19. Binding Agreement. This Agreement represents the entire agreement among
         -----------------
the parties hereto with respect to the matters described herein and is binding
upon and shall inure to the benefit of the parties hereto and their legal
representatives, successors and permitted assigns.  This Agreement may not be
assigned and, except as stated herein, may not be altered or amended except in
writing executed by the party to be charged.

     20.  Counterparts.  This  Agreement may be executed in counterparts, all of
         ------------
which, when taken together, shall constitute the entire Agreement.

     21.  Severability.  The provisions of this Agreement shall be severable, so
         ------------
that the unenforceability, validity or legality of any one provision shall not
affect the enforceability, validity or legality of the remaining provisions
hereof.

     22.  Joint  Drafting.  This  Agreement shall be deemed to have been drafted
         --------------
jointly by the parties hereto, and no inference or interpretation against any
party shall be made solely by virtue of such party allegedly having been the
draftsperson of this Agreement.


                                       17
<PAGE>

     23.  Reliance on Certificates. In rendering any opinion referred to herein,
         ------------------------
counsel for the parties hereto may rely, as to any factual matters involved in
their respective opinions, on certificates of public officials and of corporate
and company officers, and on such other evidence as such counsel may reasonably
deem appropriate and, as to the matters governed by the laws of jurisdictions
other than the United States or the States of Delaware and Texas, an opinion of
local counsel in such other jurisdiction(s), which counsel shall be satisfactory
to the other parties in the exercise of their reasonable discretion.

     24.  Public  Announcements.  All  parties  hereto  agree  that  any  public
         --------------------
announcement, press release or other public disclosure of the signing of this
Agreement shall be made jointly and only after all parties hereto have reviewed
and approved the language and timing of such disclosure, except as such
disclosure may be required pursuant to any legal obligation or order of any
court having proper jurisdiction over any of the parties hereto.

     25.  Consent.  Whenever  consent  is  required  to  be  given by any of the
          -------
Companies to
any of the other Companies hereunder in connection with any matter contemplated
hereby, such consent shall not be unreasonably withheld, delayed or conditioned.

     26.     Assignment.  Neither this Agreement nor any right or obligation
             ----------
hereunder is assignable in whole or in part, whether by operation of law or
otherwise, by any party without the express written consent of the other party
hereto and any such attempted assignment shall be void and unenforceable;
provided, however, that, notwithstanding the foregoing, Whitco may, at any time
--------  -------
prior to or after the Closing, transfer or assign this Agreement or any right or
obligation hereunder to a limited partnership (the "LP") wherein all of the
Whitco Partners and option holders of Whitco are partners and option holders of
the LP, owning and having the right to own substantially the same proportion of
partnership units in the LP as they currently own in Whitco.  In conjunction
with such assignment to an LP, any Whitco Partner may assign all or any portion
of any LLP Units owned by such Whitco Partner to a limited liability company
serving as the general partner of the LP.


                                       18
<PAGE>

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

                         WENTWORTH  III,  INC.,
                         a  Delaware  corporation


                         By:
                           _______________________________________
                         Kevin  R.  Keating,  President

                         WHITCO  COMPANY,  L.L.P.,  a  Texas  limited  liability
                         partnership


                         By:
                         _________________________________________
                         Dennis  H.  Depenbusch,  Managing  Member

                         THE  WHITCO  PARTNERS:

                         _________________________________________
                         Celestine  C.  Depenbusch


                         JUNE  M.  OCHSNER  REVOCABLE  TRUST


                         By:  __________________________________
                         Name:
                         Title:

                         LARRY  D.  DOSKOCIL  LIVING  TRUST


                         By:  _________________________________
                         Name:
                         Title:


                                       19
<PAGE>


                         JOHN  M.  AND  JACQUELINE  N.
                         MIDDLEKAMP,  JTWROS


                         By:  _________________________________
                         Name:
                         Title:


                         DENNIS  H.  DEPENBUSCH  REVOCABLE
                         TRUST


                         By:  _________________________________
                         Name:
                         Title:



As to the provisions of Section 10 of the Securities
Exchange Agreement:


_______________________________
KEVIN R. KEATING


_______________________________
SPENCER I. BROWNE


                                       20
<PAGE>

Schedule A     Whitco Schedule of Exceptions

Schedule B     Wentworth Schedule of Exceptions

Annex A        Whitco Partners

Exhibit A      Investment Representation








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                                   SCHEDULE A


Section 2.4-  1.    Approval of A.M. Rhyne LP, Jacqueline Middlekamp and Kip
                    Pritchard required to convert to limited partnership.
              2.    Approval from PNC Bank is required.

Section  2.9-       We  have  spent  in  the  aggregate  more  than  $100,000
                    for  the development of our sport lighting fixture division.
                    All  such  expenditures  appear on the Financial Statements.

Section 2.14-       We are in default as to covenants of the loan agreement with
                    PNC Bank relating to tangible net worth, debt ratio and cash
                    flow  coverage.

Section 2.18-       We are in the process of trademarking both the Catalyst
                    Lighting  Group  and  its logo and Whitco. No final approval
                    has  been  granted  by  the  PTO.

Section 2.23-       Approval from PNC Bank is required

Section 2.27-       As previously disclosed to Wentworth, we have had
                    conversations  with  Qualite Sports Lighting regarding their
                    potential  acquisition  by  Whitco.


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                                   SCHEDULE B

None.

















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                                     ANNEX A
                                                     Number of Shares
                                                     of Wentworth Common Stock
Partner                          Partnership Units   to be received at closing
--------                        -------------------  -------------------------
Dennis H. Depenbusch                   1                    3,350

June M. Ochsner Revocable Trust     33.33                 111,671

Larry D. Doskocil Living Trust     204.45                 685,004

Celestine C. Depenbusch            140.89                 472,048

John M. and Jacqueline N.
Middlekamp, JTWROS                  33.33                 111,671

Dennis H. Depenbusch

Revocable Trust                    479.82               1,607,624









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                                    EXHIBIT A
[to come]










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