WOLVERINE
      TUBE CANADA LIMITED PARTNERSHIP,

    by
      its general partner, 3072453 NOVA SCOTIA COMPANY

    and

    WOLVERINE
      TUBE, INC.

     

    as
      Vendors


     

    and


     

    2172945
      ONTARIO LIMITED

    and

    BLACK
      ICE CAPITAL CORP.

    as
      Purchasers


     

    and


     

    COPPER
      INVESTMENTS HOLDING INC.

    SHARE
      AND ASSET PURCHASE AGREEMENT

    July
      8, 2008

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Table
      of Contents

     

    
      	Article 1
              INTERPRETATION	
              1

            
	 	
              1.1

            	
              Defined
                Terms.

            	
              1

            
	 	
              1.2

            	
              Gender
                and Number.

            	
              7

            
	 	
              1.3

            	
              Headings,
                etc.

            	
              7

            
	 	
              1.4

            	
              Currency.

            	
              7

            
	 	
              1.5

            	
              Certain
                Phrases, etc.

            	
              7

            
	 	
              1.6

            	
              Knowledge.

            	
              8

            
	 	
              1.7

            	
              Accounting
                Terms.

            	
              8

            
	 	
              1.8

            	
              Schedules
                and Disclosure Letter.

            	
              8

            
	 	
              1.9

            	
              References
                to Persons and Agreements.

            	
              8

            
	 	
              1.10

            	
              Statutes.

            	
              9

            
	 	
              1.11

            	
              Non-Business
                Days.

            	
              9

            
	Article 2
              PURCHASED SHARES, PURCHASED ASSETS AND PURCHASE PRICE	
              9

            
	 	
              2.1

            	
              Purchased
                Shares.

            	
              9

            
	 	
              2.2

            	
              Purchased
                Assets

            	
              9

            
	 	
              2.3

            	
              Purchase
                Price.

            	
              9

            
	 	
              2.4

            	
              Payment
                of the Purchase Price.

            	
              9

            
	 	
              2.5

            	
              Escrow
                Amount.

            	
              10

            
	 	
              2.6

            	
              Adjustments.

            	
              10

            
	 	
              2.7

            	
              Determination
                of Adjustments.

            	
              11

            
	 	
              2.8

            	
              Payment
                of Adjustments.

            	
              12

            
	Article 3
              REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND
              WOLVERINE	
              13

            
	 	
              3.1

            	
              Representations
                and Warranties of the Vendor.

            	
              13

            
	 	
              3.2

            	
              Representations
                and Warranties of Wolverine.

            	
              22

            


    

     

    
      
         

      

      
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    Table
      of Contents

     

    
      	Article 4
              REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND BLACK
              ICE	
              23

            
	 	
              4.1

            	
              Representations
                and Warranties of the Purchaser.

            	
              23

            
	 	
              4.2

            	
              Representations
                and Warranties of Black Ice

            	
              25

            
	Article 5
              COVENANTS OF THE PARTIES	
              26

            
	 	
              5.1

            	
              Conduct
                of Business Prior to Closing.

            	
              26

            
	 	
              5.2

            	
              Access
                for Due Diligence.

            	
              27

            
	 	
              5.3

            	
              Confidentiality.

            	
              27

            
	 	
              5.4

            	
              Actions
                to Satisfy Closing Conditions.

            	
              27

            
	 	
              5.5

            	
              Request
                for Consents.

            	
              27

            
	 	
              5.6

            	
              Filings
                and Authorizations.

            	
              28

            
	 	
              5.7

            	
              Risk
                of Loss.

            	
              28

            
	 	
              5.8

            	
              Environmental
                Investigations.

            	
              28

            
	 	
              5.9

            	
              Privacy.

            	
              29

            
	Article 6
              CONDITIONS OF CLOSING	
              30

            
	 	
              6.1

            	
              Conditions
                for the Benefit of the Purchaser.

            	
              30

            
	 	
              6.2

            	
              Conditions
                for the Benefit of the Vendor.

            	
              31

            
	Article 7
              CLOSING	
              33

            
	 	
              7.1

            	
              Date,
                Time and Place of Closing.

            	
              33

            
	 	
              7.2

            	
              Closing
                Procedures.

            	
              33

            
	Article 8
              TERMINATION	
              33

            
	 	
              8.1

            	
              Termination
                Rights.

            	
              33

            
	 	
              8.2

            	
              Effect
                of Termination.

            	
              33

            
	Article 9
              INDEMNIFICATION	
              34

            
	 	
              9.1

            	
              Survival.

            	
              34

            


    

     

    
      
         

      

      
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    Table
      of Contents

     

    
      	 	
              9.2

            	
              Indemnification
                in Favour of CIH.

            	
              35

            
	 	
              9.3

            	
              Indemnification
                in Favour of the Vendor.

            	
              35

            
	 	
              9.4

            	
              General
                Limitations.

            	
              36

            
	 	
              9.5

            	
              Monetary
                Limitations.

            	
              38

            
	 	
              9.6

            	
              Notification.

            	
              39

            
	 	
              9.7

            	
              Procedure
                for Third Party Claims.

            	
              39

            
	 	
              9.8

            	
              Exclusion
                of Other Remedies.

            	
              41

            
	 	
              9.9

            	
              One
                Recovery.

            	
              41

            
	 	
              9.10

            	
              Duty
                to Mitigate.

            	
              41

            
	 	
              9.11

            	
              Adjustment
                to Purchase Price.

            	
              41

            
	 	
              9.12

            	
              Indemnification
                by Wolverine Tube, Inc.

            	
              42

            
	Article 10
              POST-CLOSING COVENANTS	
              42

            
	 	
              10.1

            	
              Creation
                of Amalgamated Corporation.

            	
              42

            
	 	
              10.2

            	
              Pre-Closing
                Tax Returns

            	
              42

            
	 	
              10.3

            	
              Access
                to Books and Records

            	
              43

            
	 	
              10.4

            	
              Director
                and Officer Indemnification.

            	
              43

            
	 	
              10.5

            	
              Further
                Assurances, Accounts Receivable.

            	
              44

            
	 	
              10.6

            	
              Non-Competition
                - CIH and Affiliates.

            	
              44

            
	 	
              10.7

            	
              Copper
                Rod and Bar Products.

            	
              45

            
	 	
              10.8

            	
              Non
                Competition - Vendor and Affiliates.

            	
              45

            
	 	
              10.9

            	
              Montreal
                Facility.

            	
              46

            
	 	
              10.10

            	
              Portfolio
                Exemption.

            	
              47

            
	 	
              10.11

            	
              Existing
                Contracts or Quotes.

            	
              47

            
	Article 11
              MISCELLANEOUS	
              47

            
	 	
              11.1

            	
              Notices.

            	
              47

            


    

     

    
      
         

      

      
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    Table
      of Contents

     

    
      	 	
              11.2

            	
              Time
                of the Essence.

            	
              48

            
	 	
              11.3

            	
              Brokers.

            	
              49

            
	 	
              11.4

            	
              Announcements.

            	
              49

            
	 	
              11.5

            	
              Third
                Party Beneficiaries.

            	
              49

            
	 	
              11.6

            	
              Expenses.

            	
              49

            
	 	
              11.7

            	
              Amendments.

            	
              49

            
	 	
              11.8

            	
              Waiver.

            	
              49

            
	 	
              11.9

            	
              Non-Merger.

            	
              50

            
	 	
              11.10

            	
              Entire
                Agreement.

            	
              50

            
	 	
              11.11

            	
              Successors
                and Assigns.

            	
              50

            
	 	
              11.12

            	
              Invalid
                Provisions.

            	
              50

            
	 	
              11.13

            	
              Governing
                Law.

            	
              51

            
	 	
              11.14

            	
              Counterparts.

            	
              51

            


    

    

 

    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

     

    SHARE
      AND ASSET PURCHASE AGREEMENT

     

    Share
      and
      Asset Purchase Agreement dated July 8, 2008 between Wolverine Tube Canada
      Limited Partnership, by its general partner, 3072453 Nova Scotia Company (the
      "Vendor"),
      Wolverine Tube, Inc. ("Wolverine"),
      2172945 Ontario Limited (the "Purchaser"),
      Black
      Ice Capital Corp. ("Black
      Ice")
      and
      Copper Investments Holding Inc. ("CIH").

     

    ARTICLE 1

     

    INTERPRETATION

     

    1.1 Defined
      Terms.  Schedule
      1.1

     

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

     

    "Affiliate"
      means,
      with respect to any Person, any other Person which, directly or indirectly,
      (i)
      owns or controls the first mentioned Person, (ii) is owned or controlled by
      the
      first mentioned Person, or (iii) is under common ownership or control with
      the
      first mentioned Person, and "control" means the ability, directly or indirectly,
      through the ownership of securities, by contract or otherwise, to exercise
      direction over the activities of a Person.

     

    "Agreement"
      means
      this share and asset purchase agreement.

     

    "Amalco"
      has the
      meaning specified in Section 10.1.

     

    "Amalgamation
      Agreement"
      means
      the amalgamation agreement to be entered into between the Purchaser and the
      Corporation on the Closing Date.

     

    "Auditor"
      means
      Ernst & Young LLP, the auditor of the Corporation.

     

    "Authorization"
      means,
      with respect to any Person, any order, permit, approval, consent, waiver,
      licence or similar authorization of any Governmental Entity having jurisdiction
      over the Person.

     

    "Black
      Ice"
      means
      Black Ice Capital Corp., an Ontario corporation.

     

    "Business"
      means
      the copper tube mill operation currently carried on by the
      Corporation.

     

    "Business
      Day"
      means
      any day of the year, other than a Saturday, Sunday or any day on which major
      banks are closed for business in Toronto, Ontario or Huntsville,
      Alabama.

     

    "Canadian
      GAAP"
      means
      accounting principles generally accepted in Canada as recommended in the
      Handbook of the Canadian Institute of Chartered Accountants, at the relevant
      time applied on a consistent basis.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    "CIH"
      means
      Copper Investments Holding Inc.

     

    "CIH
      Non-Compete Termination Date"
      means
      the fifth anniversary of the date of this Agreement.

     

    "Closing"
      means
      the completion of the transaction of purchase and sale contemplated in this
      Agreement.

     

    "Closing
      Date"
      means
      the date hereof or such later date as the Parties may mutually agree in
      writing.

     

    "Confidential
      Information Memorandum"
      means
      the Wolverine Tube, Inc., London, Ontario, Canada Operations confidential
      information memorandum dated summer 2007, provided to Royal Capital Management
      Corp. by Lincoln International LLC.

     

    "Confidentiality
      Agreement"
      means
      the confidentiality agreement dated June 2007 between Royal Capital Management
      Corp. and the Corporation.

     

    "Corporation"
      means
      Wolverine Tube (Canada) Inc.

     

    "Damages"
      means
      any actual losses, liabilities, damages or out-of-pocket expenses (including
      reasonable legal fees and expenses, but excluding loss of profits and special,
      indirect, consequential, punitive or aggravated damages) whether resulting
      from
      an action, suit, proceeding, arbitration, claim, demand or investigation that
      is
      instituted or asserted by a third party, including a Governmental Entity, or
      a
      cause, matter, thing, act, omission or state of facts not involving a third
      party.

     

    "Direct
      Claim"
      means
      any cause, matter, thing, act, omission or state of facts not involving a Third
      Party Claim which entitles an Indemnified Person to make a claim for
      indemnification under this Agreement.

     

    "Disclosure
      Letter"
      means
      the disclosure letter dated the date of this Agreement and delivered by the
      Vendor to the Purchaser with this Agreement.

     

    "Draft
      Adjustment"
      has the
      meaning specified in Section 2.7(a).

     

    "Effective
      Date"
      means
      May 25, 2008.

     

    "Effective
      Date Balance Sheet"
      means
      the internally prepared statement of net asset position attached as an Exhibit
      to the Disclosure Letter.

     

    "Employee
      Plans"
      means
      all the employee benefit, fringe benefit, supplemental unemployment benefit,
      bonus, incentive, profit sharing, termination, change of control, pension,
      retirement, health, welfare, medical, dental, disability, life insurance and
      similar plans, programmes, arrangements or practices relating to the current
      or
      former officers or employees of the Corporation maintained, sponsored or funded
      by the Corporation, whether written or oral, funded or unfunded, insured or
      self-insured, registered or unregistered, all of which are set out in Section
      3.1(bb)
      of the
      Disclosure Letter.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    "Escrow
      Agreement"
      has the
      meaning specified in Section 2.5.

     

    "Escrow
      Fund"
      has the
      meaning specified in Section 2.4(c).

     

    "Escrow
      Release Notice"
      has the
      meaning specified in the Escrow Agreement.

     

    "Environmental
      Actions"
      means
      any claim, action, cause of action or investigation by any Person alleging
      liability based on (i) any violation of any Environmental Laws, or (ii) any
      obligation or liability arising under any Environmental Laws.

     

    "Environmental
      Claims"
      has the
      meaning specified in Section 9.4(d).

     

    "Environmental
      Laws"
      means
      all applicable Laws and agreements with Governmental Entities and all other
      statutory requirements relating to public health or the protection of the
      environment and all Authorizations issued pursuant to such Laws, agreements
      or
      statutory requirements.

     

    "Financial
      Statements"
      means
      the unaudited financial statements of the Corporation for the fiscal years
      ending December 31, 2005, 2006 and 2007, consisting of a balance sheet and
      the
      accompanying statement of income for the years then ended.

     

    "General
      Partner"
      means
      3072453 Nova Scotia Company.

     

    "Governmental
      Entity"
      means
      (i) any international, multinational, national, federal, provincial, state,
      municipal, local or other government, (ii) any subdivision, department, court,
      commission, board, bureau, agency or authority of any government, or (iii)
      any
      quasi-governmental or private body exercising any regulatory, rule-making,
      expropriation, taxing or other governmental or quasi-governmental authority,
      including any applicable stock exchange or other securities
      marketplace.

     

    "Indemnified
      Person"
      means a
      Person with indemnification rights or benefits under 9.2
      or
      Section 9.3,
      or
      otherwise under this Agreement.

     

    "Indemnifying
      Party"
      means a
      Party against which a claim may be made for indemnification under this
      Agreement, including pursuant to Article 9.

     

    "Intellectual
      Property"
      means
      domestic and foreign intellectual property rights, including: (i) patents,
      applications for patents and reissues, divisions, continuations, renewals,
      extensions and continuations-in-part of patents or patent applications; (ii)
      copyrights, copyright registrations and applications for copyright registration;
      (iii) designs, design registrations and design registration applications, and
      (iv) trade names, business names, corporate names, domain names, website names
      and world wide web addresses, common law trade-marks, trade-mark registrations,
      trade-mark applications, trade dress and logos, and the goodwill associated
      with
      any of the items in (i), (ii), (iii) or (iv) of this definition.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    "Interim
      Balance Sheet Date"
      means
      April 27, 2008.

     

    "Interim
      Financial Statements"
      means
      the unaudited financial statements of the Corporation as at the Interim Balance
      Sheet Date, consisting of a balance sheet and the accompanying unaudited
      statement of income of the Corporation for the period then ended.

     

    "Interim
      Period"
      means
      the period between the close of business on the Effective Date and the
      commencement of business on the Closing Date.

     

    "June
      Balance Sheet"
      means a
      statement of the net asset position for the Corporation prepared as of the
      close
      of business on June 29, 2008 on the basis consistent with basis on which the
      Effective Date Balance Sheet was prepared and each of the line items of which
      will be prepared in accordance with U.S. GAAP except that: (i) on the Effective
      Date Balance Sheet, cash and accounts payable were adjusted to reflect the
      fact
      that cash was used to pay certain intercompany accounts as of May 25, 2008
      whereas cash will be shown on the June Balance Sheet; (ii) payables owing to
      affiliates of the Corporation which were incurred by the Corporation between
      June 24 and the close of business on June 29 in the ordinary course of business
      will be reflected on the June Balance Sheet as trade payables; (iii) both the
      Effective Date Balance Sheet and the June Balance Sheet will include accounts
      receivable transferred to the Corporation pursuant to the Reassignment
      Agreement; and (iv) the Corporation’s liability for post-retirement benefits
      will be deemed to be $8,000,000 on both the Effective Date Balance Sheet and
      the
      June Balance Sheet.;

     

    "Laws"
      means
      any and all (i) laws, constitutions, treaties, statutes, codes, ordinances,
      orders, decrees, rules, regulations, by-laws and (ii) judgments, orders, writs,
      injunctions, decisions, awards and directives of any Governmental
      Entity.

     

    "Lien"
      means
      any mortgage, charge, pledge, hypothec, security interest, assignment, lien
      (statutory or otherwise), easement, title retention agreement or arrangement,
      conditional sale, deemed or statutory trust, restrictive covenant or other
      encumbrance of any nature which, in substance, secures payment or performance
      of
      an obligation.

     

    "Loan
      Agreement"
      means
      the credit agreement dated the date hereof between the Purchaser, as borrower,
      and CIT Business Credit Canada Inc., as agent.

     

    "Material
      Adverse Effect"
      means
      any effect that, when considered either individually or in the aggregate, is
      material and adverse to the financial condition of the Parent or the
      Corporation; except to the extent that the material adverse effect results
      from
      or is caused by (i) worldwide, national or local conditions or
      circumstances whether they are economic, political, regulatory or otherwise,
      including war, military action, armed hostilities, acts of terrorism,
      emergencies, crises and natural disasters, (ii) the announcement of this
      Agreement and the transactions contemplated by it, (iii) any act or
      omission of the Vendor, the Parent or the Corporation prior to the Closing
      Date
      taken with the prior written consent or at the request of the Purchaser,
      (iv) general economic, regulatory or political conditions or changes,
      (v) changes in the law or Canadian GAAP, (vi) compliance with the
      terms of this Agreement, (vii) any matter or event of which the Purchaser
      has been notified in writing as of the date hereof, or (viii) any matter
      set forth in the Schedules attached hereto or in the Disclosure
      Letter.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    "Material
      Contract"
      has the
      meaning specified in Section 3.1(t).

     

    "Montreal
      Facility"
      means
      the land and plant located at 10930 Sherbrooke Street East, Montreal,
      Québec.

     

    "Net
      Asset Value"
      as of
      the close of business on June 29, 2008, means the amount by which the assets
      of
      the Corporation exceed the liabilities of the Corporation all of which shall
      be
      calculated based on the June Balance Sheet.

     

    "Net
      Asset Value Adjustment"
      has the
      meaning set out in section 2.6(d) hereof.

     

    "Non-Owned
      Assets"
      has the
      meaning specified in Section 3.1(p).

     

    "Notice"
      has the
      meaning specified in Section 11.1.

     

    "Parent"
      means
      3072996 Nova Scotia Company.

     

    "Parent's
      Business"
      means
      the business of holding shares of the Corporation.

     

    "Parties"
      means
      the Vendor, Wolverine, the Purchaser, Black Ice, CIH and any other Person who
      becomes a party to this Agreement.

     

    "Permitted
      Liens"
      means
      (i) Liens for Taxes not yet due and delinquent, (ii) easements, encroachments
      and other minor imperfections of title which do not, individually or in the
      aggregate, materially detract from the value of or impair the use or
      marketability of any real property, (iii) Liens listed and described in Section
      1.1
      of the
      Disclosure Letter, (iv) mechanics', carriers', workers', repairers' and similar
      statutory liens arising or incurred in the ordinary course of business for
      amounts which are not delinquent or which are not, individually or in the
      aggregate, significant and which are being contested in good faith by
      appropriate proceedings, (v) zoning, entitlement, building and other land use
      regulations imposed by Governmental Entities having jurisdiction over real
      property which are not violated by the current use and operation of the real
      property, (vi) liens arising under workers' compensation, employment or
      unemployment insurance, social insurance or social security, retirement and
      similar legislation, and (vii) liens on goods in transit incurred pursuant
      to
      documentary letters of credit.

     

    "Person"
      means a
      natural person, partnership, limited partnership, limited liability partnership,
      corporation, limited liability corporation, unlimited liability company, joint
      stock company, trust, unincorporated association, joint venture or other entity
      or Governmental Entity, and pronouns have a similarly extended
      meaning.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    "Prime
      Rate"
      means
      an annual rate of interest equal to the annual rate of interest announced from
      time to time by the main branch of the Canadian Imperial Bank of Commerce in
      Toronto, Ontario as its "prime rate" and as a reference rate then in effect
      for
      determining interest rates on Canadian dollar commercial loans.

     

    "Purchase
      Price"
      has the
      meaning specified in Section 2.3.

     

    "Purchased
      Assets"
      means
      (i) the Shawnee Payable and (ii) the Wolverine Owned Receivables.

     

    "Purchased
      Shares"
      has the
      meaning specified in Section 2.1.

     

    "Purchaser"
      means
      2172945 Ontario Limited.

     

    "Reassignment
      Agreement"
      means
      the agreement dated as of May 25, 2008 among DEJ 98 Finance, LLC, the
      Corporation, The CIT Group Business Credit, Inc. and Wachovia Bank, National
      Association relating to the Corporation's accounts receivable.

     

    "Sales
      Agency Agreement"
      means
      the agreement dated the date hereof pursuant to which the Corporation appoints
      Wolverine its exclusive representative in the United States and Mexico for
      the
      sale of certain of Amalco's products to certain customers.

     

    "Shawnee Payable"
      means
      the amount of US$1,777,042.88 owing by the Corporation to Wolverine for copper
      inventory.

     

    "Tax
      Act"
      means
      the Income
      Tax Act
      (Canada)
      and the regulations thereunder.

     

    "Tax
      Assessment Period"
      has the
      meaning specified in Section 9.1(b).

     

    "Tax
      Benefit"
      has the
      meaning set out in Section 9.5(b).

     

    "Tax
      Returns"
      means
      any and all returns, reports, declarations and elections, filed or required
      to
      be filed in respect of Taxes.

     

    "Taxes"
      means
      (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts,
      levies and other charges or assessments of any kind whatsoever imposed by any
      Governmental Entity, and (ii) all interest, penalties, fines, additions to
      tax
      or other additional amounts imposed by any Governmental Entity on or in respect
      of amounts of the type described in clause (i) above or this clause
      (ii).

     

    "Third
      Party Claim"
      means
      any action, suit, proceeding, arbitration, claim or demand that is instituted
      or
      asserted by a third party, including a Governmental Entity, against an
      Indemnified Person which entitles the Indemnified Person to make a claim for
      indemnification under this Agreement.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    "Trade-mark
      Licence Agreement"
      has the
      meaning specified in Section 6.1(c)(v).

     

    "Transitional
      Services Agreement"
      has the
      meaning specified in Section 6.1(c)(iv).

     

    "U.S.
      GAAP"
      means
      accounting principles generally accepted in the United States as recommended
      by
      the Financial Accounting Standards Board, at the relevant time, applied on
      a
      consistent basis.

     

    "Vendor"
      means
      Wolverine Tube Canada Limited Partnership, by its General Partner.

     

    "Wolverine"
      means
      Wolverine Tube, Inc.

     

    "Wolverine
      Non-Compete Termination Date"
      means
      the fifth anniversary of the date of this Agreement.

     

    "Wolverine
      Owned Receivables"
      has the
      meaning specified in 5.1(b).

     

    "WTC
      Limited Partnership Agreement"
      means
      the limited partnership agreement dated December 24, 2002 between 3072452 Nova
      Scotia Company, as general partner, and Wolverine Tube, Inc., as the initial
      limited partner, relating to the formation of Wolverine Tube Canada Limited
      Partnership, as amended by an extraordinary resolution of the partners dated
      April 30, 2005.

     

    1.2 Gender
      and Number.

     

    Any
      reference in this Agreement to gender includes all genders. Words importing
      the
      singular number only include the plural and vice versa.

     

    1.3 Headings,
      etc.

     

    The
      provision of a Table of Contents, the division of this Agreement into Articles
      and Sections and the insertion of headings are for convenient reference only
      and
      do not affect the interpretation of this Agreement.

     

    1.4 Currency.

     

    All
      references in this Agreement to dollars or to $ are expressed in Canadian
      currency unless otherwise specifically indicated.

     

    1.5 Certain
      Phrases, etc.

     

    In
      this
      Agreement (i) the words "including", "includes" and "include" mean "including
      (or includes or include) without limitation", and (ii) the phrase "the aggregate
      of", "the total of", "the sum of", or a phrase of similar meaning means "the
      aggregate (or total or sum), without duplication, of". Unless otherwise
      specified, the words "Article" and "Section" followed by a number mean and
      refer
      to the specified Article or Section of this Agreement. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    1.6 Knowledge.

     

    Where
      any
      representation or warranty contained in this Agreement is qualified by reference
      to the knowledge of the Vendor it refers to the actual knowledge of each of
      the
      Gari Gordon, Tim Watkin and Don Wellington (after such individual makes
      reasonable inquiry of the Corporation's employees who report directly to such
      individual), without personal liability on the part of any of such
      individual.

     

    1.7 Accounting
      Terms.

     

    All
      accounting terms not specifically defined in this Agreement are to be
      interpreted in accordance with U.S. GAAP.

     

    1.8 Schedules
      and Disclosure Letter.

     

    
      	 	
              (a)

            	
              The
                schedules attached to this Agreement and the Disclosure Letter form
                an
                integral part of this Agreement for all purposes of
                it.

            


    

     

    
      	 	
              (b)

            	
              The
                purpose of the Disclosure Letter is to set out the qualifications,
                exceptions and other information called for in this Agreement. The
                Parties
                acknowledge and agree that the Disclosure Letter and the information
                and
                disclosures contained in it do not constitute or imply, and will
                not be
                construed as:

            


    

     

    
      	 	
              (i)

            	
              any
                representation, warranty, covenant or agreement which is not expressly
                set
                out in this Agreement;

            


    

     

    
      	 	
              (ii)

            	
              an
                admission of any liability or obligation of the
                Vendor;

            


    

     

    
      	 	
              (iii)

            	
              an
                admission that the information is
                material;

            


    

     

    
      	 	
              (iv)

            	
              a
                standard of materiality, a standard for what is or is not in the
                ordinary
                course of business, or any other standard contrary to the standards
                contained in the Agreement; or

            


    

     

    
      	 	
              (v)

            	
              an
                expansion of the scope or effect of any of the representations, warranties
                and covenants set out in the
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Disclosure
                of any information in the Disclosure Letter that is not strictly
                required
                under this Agreement has been made for informational purposes only
                and
                does not imply disclosure of all matters of a similar
                nature.

            


    

     

    
      	 	
              (d)

            	
              The
                Disclosure Letter itself is confidential information and is subject
                to the
                obligations of the parties pursuant to the Confidentiality
                Agreement.

            


    

     

    1.9 References
      to Persons and Agreements.

     

    Any
      reference in this Agreement to a Person includes its successors and permitted
      assigns. Except as otherwise provided in this Agreement, the term "Agreement"
      and any reference to this Agreement or any other agreement or document includes,
      and is a reference to, this Agreement or such other agreement or document as
      it
      may have been, or may from time to time be amended, restated, replaced,
      supplemented or novated and includes all schedules to it.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    1.10 Statutes.

     

    Except
      as
      otherwise provided in this Agreement, any reference in this Agreement to a
      statute refers to such statute and all rules and regulations made under it,
      as
      it or they may have been or may from time to time be amended or
      re-enacted.

     

    1.11 Non-Business
      Days.

     

    Whenever
      payments are required to be made or an action is required to be taken on a
      day
      which is not a Business Day, such payment shall be required to be made or such
      action shall be required to be taken on or not later than the next succeeding
      Business Day.

     

    ARTICLE 2

     

    PURCHASED
      SHARES,
      PURCHASED ASSETS AND PURCHASE PRICE

     

    2.1 Purchased
      Shares.

     

    Subject
      to the terms and conditions of this Agreement, the Vendor agrees to sell, assign
      and transfer to the Purchaser and the Purchaser agrees to purchase from the
      Vendor on the Closing Date, 100 Class B common shares having a par value of
      $1.00 each in the capital of the Parent, representing 100% of the issued and
      outstanding shares of the Parent (the "Purchased
      Shares").
      

     

    2.2 Purchased
      Assets

     

    Subject
      to the terms and conditions of this Agreement, Wolverine agrees to sell, assign
      and transfer to Black Ice and Black Ice agrees to purchase from Wolverine on
      the
      Closing Date, the Purchased Assets.

     

    2.3 Purchase
      Price.

     

    The
      consideration payable for the Purchased Shares and the Purchased Assets is
      the
      sum of Forty-Four million ($44,000,000) dollars (the "Purchase
      Price")
      subject to adjustment in accordance with Section 2.7
      hereof.

     

    2.4 Payment
      of the Purchase Price.

     

    At
      the
      Closing, the Purchase Price, will be paid and satisfied as follows:

     

    
      	 	
              (a)

            	
              in
                respect of the Wolverine Owned Receivables, the sum of $2,500,000
                shall be
                paid by Black Ice to Wolverine on Closing by bank draft or wire transfer
                of immediately available funds;

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              in
                respect of the Shawnee Payable, the sum of U.S.$1,777,042.88 (or
                the
                Canadian equivalent if agreed upon by the parties) shall be paid
                by Black
                Ice to Wolverine on Closing by bank draft or wire transfer of immediately
                available funds;

            


    

     

    
      	 	
              (c)

            	
              the
                sum of $500,000 (the "Escrow
                Fund")
                shall be paid by the Purchaser to Stikeman Elliott LLP in trust on
                Closing
                by wire transfer of immediately available funds to be held in accordance
                with Section 2.5;
                and

            


    

     

    
      	 	
              (d)

            	
              the
                sum of $39,202,519.12 being the balance of the Purchase Price, subject
                to
                the adjustments contemplated by subsections 2.6(a), 2.6(b) and 2.6(c),
                shall be paid by the Purchaser to the Vendor on Closing by bank draft
                or
                wire transfer of immediately available
                funds.

            


    

     

    2.5 Escrow
      Amount.

     

    On
      Closing, Stikeman Elliott LLP will hold the amount set forth in Section
2.4(c)
      in trust
      for the Vendor and shall release same only in accordance with the provisions
      of
      the escrow agreement dated the date hereof among Stikeman Elliott LLP, the
      Vendor, Wolverine, the Purchaser and CIH (the "Escrow
      Agreement").

     

    2.6 Adjustments.

     

    The
      Vendor and the Purchaser shall adjust the Purchase Price in accordance with
      Section 2.7
      for the
      following items:

     

    
      	 	
              (a)

            	
              The
                Purchaser shall pay Wolverine all amounts advanced in cash by Wolverine
                to
                the Corporation during the Interim Period and for all fees and other
                costs
                paid by the Corporation on or prior to May 25, 2008 for third party
                assessments incurred in connection with the Loan Agreement, which
                fees and
                costs are set out on Schedule
                2.6(a).

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser and Wolverine shall adjust for the changes to the intercorporate
                accounts during the Interim Period;


            


    

     

    
      	 	
              (c)

            	
              The
                Vendor shall pay the Purchaser an amount equal to the amount paid
                by the
                Corporation during the Interim Period in respect of (i) the Montreal
                business and operations of the Corporation, (ii) the closure and
                winding
                up of such operations and (iii) all legal, accounting and other fees
                incurred by the Corporation in connection with the transfer of assets
                out
                of the Corporation prior to the Closing Date, as more particularly
                set out
                in Schedule 2.6(c); and

            


    

     

    
      	 	
              (d)

            	
              The
                Vendor shall pay Amalco an amount equal to the amount, if any, by
                which
                $48,255,000 is greater than the Net Asset Value as calculated as
                of the
                close of business on June 29, 2008 (the "Net
                Asset Value Adjustment").

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    2.7 Determination
      of Adjustments.

     

    
      	 	
              (a)

            	
              On
                the Closing Date the Vendor and the Purchaser shall mutually agree
                upon
                the adjustments set out in subsections 2.6(a), 2.6(b) and 2.6(c)
                hereof
                and the parties shall pay such adjustments on the Closing Date. The
                agreement of the Vendor and the Purchaser on the Closing Date as
                to the
                adjustments set out in subsections 2.6(a), 2.6(b) and 2.6(c) hereof
                shall
                be final, conclusive and binding upon the Parties. Each Party releases
                each other Party from all claims, actions, causes of action, suits,
                proceedings and demands of every nature and kind relating to, arising
                out
                of, or involving the adjustments set out in subsections 2.6(a), 2.6(b)
                or
                2.6(c) or the agreement of the Vendor and the Purchaser with respect
                thereto

            


    

     

    
      	 	
              (b)

            	
              Within
                45 days following the Closing Date (or such other date as is mutually
                agreed to by the Vendor and the Purchaser in writing), CIH will prepare,
                cause the Auditor to review, and will deliver to the Vendor a draft
                of the
                June Balance Sheet and the Net Asset Value Adjustment (the "Draft
                Adjustment").

            


    

     

    
      	 	
              (c)

            	
              The
                Vendor will have 15 Business Days to review the draft June Balance
                Sheet
                and the Draft Adjustment following receipt of them and the Vendor
                must
                notify CIH in writing if it has any objections to the draft June
                Balance
                Sheet and the Draft Adjustment within such 15 Business Day period.
                CIH
                will, and will cause the Auditor to, (i) provide access to the Vendor
                upon every reasonable request to the accounts, books and records
                and
                employees of the Corporation and all work papers of CIH, the Corporation
                and the Auditor and (ii) cooperate with the Vendor for purposes of
                reviewing the draft June Balance Sheet and the Draft Adjustment.
                The
                notice of objection must set out each item in dispute and the basis
                for
                such dispute.

            


    

     

    
      	 	
              (d)

            	
              If
                the Vendor sends a notice of objection in accordance with Section
                2.7(c),
                the Parties will meet within 3 Business Days of receipt by CIH of
                such
                notice and will negotiate in good faith to resolve the objections
                set out
                in the Vendor's notice of objection during the period from such meeting
                until 20 Business Days after the date such notice of objection was
                received by CIH. Failing resolution of any objection to the draft
                June
                Balance Sheet or the Draft Adjustment raised by the Vendor, the unresolved
                objections will be submitted for determination to PricewaterhouseCoopers
                LLP, or if such firm is unable to act, Grant Thornton LLP by the
                Purchaser
                or the Vendor within 3 Business Days after the expiry of such 20
                Business
                Day Period. The Vendor and the Purchaser shall act in good faith
                and in a
                commercially reasonable manner to settle the engagement letter with
                such
                firm of chartered accountants as quickly as possible. The Vendor
                and the
                Purchaser agree to request that such engagement letter provide that
                such
                firm shall render its determination within 30 days following submission
                in
                writing by the Vendor and the Purchaser of their respective cases.
                The
                Vendor and the Purchaser shall submit their respective cases in writing
                to
                such firm of chartered accountants within 15 Business Days after
                the date
                of such engagement letter. The determination of such firm of chartered
                accountants will be final and binding upon the Parties and will not
                be
                subject to appeal, absent manifest error. Such firm of chartered
                accountants are deemed to be acting as experts and not as
                arbitrators.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	 	
              (e)

            	
              If
                the Vendor does not notify the Purchaser of any objection in accordance
                with Section 2.7(c),
                the Vendor is deemed to have accepted and approved the the Draft
                Adjustment, and the Draft Adjustment will be final, conclusive and
                binding
                upon the Parties, and will not be subject to appeal, absent manifest
                error. The Draft Adjustment will become the Net Asset Value Adjustment
                on
                the next Business Day following the end of such 15 Business Day
                period.

            


    

     

    
      	 	
              (f)

            	
              If
                the Vendor sends a notice of objection within the 15 Business Day
                period,
                the Parties will revise the June Balance Sheet and the Draft Adjustment
                to
                reflect the final resolution or final determination of such objections
                under Section 2.7(d)
                within two Business Days following such final resolution or determination.
                Such revised Draft Adjustment will be final, conclusive and binding
                upon
                the Parties, and will not be subject to appeal, absent manifest error.
                The
                Draft Adjustment will become the Net Asset Value Adjustment on the
                third
                Business Day following such final resolution or final
                determination.

            


    

     

    
      	 	
              (g)

            	
              CIH
                and the Vendor will each bear their own fees and expenses and CIH
                will
                bear Amalco's fees and expenses, including the fees and expenses
                of their
                respective auditors, if any, in preparing or reviewing, as the case
                may
                be, the June Balance Sheet and the Draft Adjustment. In the case
                of a
                dispute and the retention of a firm of chartered accountants to determine
                such dispute, the costs and expenses of such firm of chartered accountants
                shall be borne equally by CIH and the Vendor. However, CIH and the
                Vendor
                will each bear their own costs in presenting their respective cases
                to
                such firm of chartered accountants.

            


    

     

    
      	 	
              (h)

            	
              The
                Parties agree that the procedure set forth in this Section 2.7
                for resolving disputes with respect to the draft June Balance Sheet
                and
                the Draft Adjustment is the sole and exclusive method of resolving
                such
                disputes, absent manifest error, in the draft June Balance Sheet
                and the
                Draft Adjustment.

            


    

     

    2.8 Payment
      of Adjustments.

     

    
      	 	
              (a)

            	
              The
                Purchase Price will be decreased, on a dollar-for-dollar basis ,
                by the
                amount of the Net Asset Value Adjustment as determined pursuant to
                Section
                2.7.
                If there is no Net Asset Value Adjustment, there will be no increase
                or
                decrease in the Purchase Price and the Escrow Fund shall be released
                to
                the Vendor.

            


    

     

    
      	 	
              (b)

            	
              If
                there is Net Asset Value Adjustment, Stikeman Elliott LLP shall in
                accordance with the terms of the Escrow Agreement, pay all of the
                said
                adjustment (up to a maximum of $500,000) to the Purchaser and the
                Vendor
                shall pay the balance, if any, of such adjustment to the Purchaser.
                All
                such payments shall be paid by wire transfer of immediately available
                funds within two (2) Business Days following the receipt by Stikeman
                Elliott LLP of the Escrow Release Notice in accordance with the Escrow
                Agreement. The balance, if any, of the Escrow Fund held by Stikeman
                Elliott LLP after payment of the Net Asset Value Adjustment as herein
                set
                out, shall be released to the Vendor following receipt of the Escrow
                Release Notice in accordance with the Escrow
                Agreement.

            


    

    
       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

     

     

    
      	 	
              (c)

            	
              The
                Vendor shall, concurrently with the payment of the Net Asset Value
                Adjustment, pay the Purchaser, interest on the amount payable, for
                the
                period from and after the Effective Date to and including the date
                of
                payment, at the Prime Rate from time to time in effect, without
                compounding, and net of any interest paid to the Purchaser on the
                Escrow
                Fund pursuant to the Escrow
                Agreement..

            


    

     

     

    ARTICLE 3

     

    REPRESENTATIONS
      AND WARRANTIES OF THE VENDOR
      AND WOLVERINE

     

    3.1 Representations
      and Warranties of the Vendor.

     

    The
      Vendor represents and warrants as follows to the Purchaser and acknowledges
      that
      the Purchaser is relying upon the representations and warranties in connection
      with its purchase of the Purchased Shares:

     

    Corporate
      Matters

     

    
      	 	
              (a)

            	
              Incorporation
                and Qualification.
                The Parent, the Corporation and the General Partner are each corporations
                or other corporate bodies incorporated and existing under the Laws
                of
                their jurisdictions of incorporation and each has the corporate power
                to
                own and operate its property, carry on its business and enter into
                and
                perform its obligations (if any) under this Agreement.
                Wolverine Tube Canada Limited Partnership has been formed and is
                existing
                as a limited partnership under the laws of the Province of New
                Brunswick.

            


    

     

    
      	 	
              (b)

            	
              Corporate
                and Partnership Authorization.
                The execution and delivery of, and performance of this Agreement
                by the
                General Partner on behalf of Wolverine Tube Canada Limited Partnership
                have been authorized by all necessary corporate action on the part
                of the
                General Partner and by all action required pursuant to the WTC Limited
                Partnership Agreement.

            


    

     

    
      	 	
              (c)

            	
              No
                Conflict.
                Except as disclosed in Section 3.1(c)
                of
                the Disclosure Letter, the execution and delivery of, and performance
                by
                the General Partner on behalf of Wolverine Tube Canada Limited Partnership
                of, the transaction of purchase and sale contemplated by this
                Agreement:

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              do
                not constitute or result in a violation or breach of, or conflict
                with, or
                allow any Person to exercise any rights under, any of the terms or
                provisions of the General Partner's, the Parent's or the Corporation's
                constating documents or under the WTC Limited Partnership
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              do
                not result in a breach of, or cause the termination or revocation
                of, any
                Authorization held by the General Partner on behalf of Wolverine
                Tube
                Canada Limited Partnership, the Parent or the Corporation that is
                necessary to the ownership of the Purchased Shares or the operation
                of the
                Parent's Business or the Business, which would reasonably be expected
                to
                have a Material Adverse Effect; and

            


    

     

    
      	 	
              (iii)

            	
              do
                not result in the violation of any Law which would reasonably be
                expected
                to have a Material Adverse Effect.

            


    

     

    
      	 	
              (d)

            	
              Required
                Authorizations.
                Except as disclosed in Section 3.1(d)
                of
                the Disclosure Letter, no filing with, notice to, or Authorization
                of, any
                Governmental Entity is required on the part of the General Partner
                on
                behalf of Wolverine Tube Canada Limited Partnership as a condition
                to the
                lawful completion of the transactions contemplated by this Agreement
                where
                the failure to make the filing, give the notice or obtain the
                Authorization would reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (e)

            	
              Third
                Party Consents.
                Except as disclosed in Section 3.1(e)
                of
                the Disclosure Letter, there is no requirement to obtain any consent,
                approval or waiver of a party under any contract, license, lease
                or
                instrument that the Parent or the Corporation is a party to, to the
                completion of the transactions contemplated by this Agreement where
                the
                failure to obtain such consent would reasonably be expected to have
                a
                Material Adverse Effect.

            


    

     

    
      	 	
              (f)

            	
              Execution
                and Binding Obligation.
                This Agreement has been duly executed and delivered by the General
                Partner
                on behalf of Wolverine Tube Canada Limited Partnership, and constitutes
                legal, valid and binding agreements of it enforceable against it
                and
                Wolverine Tube Canada Limited Partnership in accordance with its
                terms,
                subject to any limitation under applicable laws relating to (i)
                bankruptcy, winding-up, insolvency, arrangement, fraudulent preference
                and
                conveyance, assignment and preference and other laws of general
                application affecting the enforcement of creditors' rights, and (ii)
                the
                discretion that a court may exercise in the granting of equitable
                remedies
                such as specific performance and
                injunction.

            


    

     

    
      	 	
              (g)

            	
              Authorized
                and Issued Capital.
                The authorized capital of the Corporation consists of an unlimited
                number
                of non-cumulative redeemable voting preference shares and an unlimited
                number of common
                shares, of which at this date, 26,880 non-cumulative
                redeemable voting preference shares and 50,000 common shares are
                issued
                and are outstanding as fully paid and non-assessable. The authorized
                capital of the Parent consists of $1,100,000 divided into 100,000,000
                common shares having a par value of $0.01 each and 100,000 Class
                B common
                shares having a par value of $1.00 each and 1,000,000,000 common
                shares
                without nominal or par value of which (i) at this date, 100 Class B
                common shares having a par value of $1.00 each are issued and are
                outstanding as fully paid; and (ii) at the Closing Date, 100 Class B
                common shares having a par value of $1.00 each will be issued and
                outstanding as fully paid. The Parent and the Corporation are not
                reporting issuers (as such term is defined in the Securities
                Act
                (Ontario) and there is no published market for the Purchased
                Shares.

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	 	
              (h)

            	
              No
                Other Agreements to Purchase.
                Except for the Purchaser's right under this Agreement, no Person
                has any
                contractual right or privilege for (i) the purchase or acquisition
                from
                the Vendor of any of the Purchased Shares or for the purchase or
                acquisition from the Parent of any of the issued and outstanding
                shares in
                the capital of the Corporation, or (ii) the purchase, subscription,
                allotment or issuance of any of the unissued shares or other equity
                securities of the Parent or the
                Corporation.

            


    

     

    
      	 	
              (i)

            	
              Title
                to Purchased Shares.
                The Purchased Shares are owned by the General Partner on behalf of
                Wolverine Tube Canada Limited Partnership as the registered and beneficial
                owner, with good title, free and clear of all Liens other than those
                restrictions on transfer contained in the articles of association
                of the
                Parent. Upon
                completion of the transaction contemplated by this Agreement, the
                Purchaser will have good and valid title to Purchased Shares, free
                and
                clear of all Liens other than (i) those restrictions on transfer
                contained
                in the articles of association of the Parent, and (ii) Liens granted
                by
                the Purchaser. All of the issued and outstanding shares in the capital
                of
                the Corporation are owned at this date, and will be owned at the
                Closing
                Date, by the Parent as the registered and beneficial owner, with
                good
                title, free and clear of all Liens other than those restrictions
                on
                transfer, if any, contained in the articles of the
                Corporation.

            


    

     

    
      	 	
              (j)

            	
              Residence
                of the Vendor. Each
                of the General Partner and the other partner(s) of the Wolverine
                Tube
                Canada Limited Partnership is not a non-resident of Canada within
                the
                meaning the Tax Act.

            


    

     

    
      	 	
              (k)

            	
              Corporate
                Records.
                Each of the Parent's and the Corporation's corporate records are
                complete
                and accurate and include its constating documents, minutes of meetings
                and
                resolutions of shareholders and directors, and the securities register,
                register of transfers and register of
                directors.

            


    

     

    General
      Matters Relating to the Business

     

    
      	 	
              (l)

            	
              Ordinary
                Course.
                Subject to Section 5.1(b),
                except as disclosed in Section 3.1(l)
                of
                the Disclosure Letter, since the Interim Balance Sheet Date, (i)
                the
                Parent's Business and the Business have been carried on in the ordinary
                course of normal day-to-day operations of the Parent and the Corporation,
                respectively, consistent with past practices, and (ii) no dividends
                or
                other similar distributions have been made to the Parent or
                Wolverine.

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	 	
              (m)

            	
              Compliance
                with Laws.
                The Corporation is conducting the Business in material compliance
                with all
                applicable Laws. The Parent is conducting the Parent's Business in
                material compliance with all applicable Laws. For the Purposes of
                this
                representation and warranty "Laws" shall not include any Environmental
                Laws.

            


    

     

    
      	 	
              (n)

            	
              Authorizations.
                The Parent and the Corporation are qualified, licensed or registered
                to
                carry on business in the jurisdictions listed in Section 3.1(n)
                of
                the Disclosure Letter under their respective names. Each of the Parent
                and
                the Corporation has all Authorizations which are necessary for it
                to
                conduct the Parent's Business or the Business (as the case may be)
                as
                presently conducted, except where the failure to do so would not
                reasonably be expected to have a Material Adverse Effect. Such
                Authorizations are listed in Section 3.1(n)
                of
                the Disclosure Letter and are each valid, subsisting and in good
                standing
                and there are no outstanding defaults or breaches under them on the
                part
                of the Parent or the Corporation which would reasonably be expected
                to
                have a Material Adverse Effect.

            


    

     

    
      	 	
              (o)

            	
              Subsidiaries.
                The Corporation has no subsidiaries and holds no shares or other
                ownership, equity or proprietary interests in any Person.
                The Parent has no subsidiaries and holds no shares or other ownership,
                equity or proprietary interests in any Person except the
                Corporation.

            


    

     

    Matters
      Relating to the Assets

     

    
      	 	
              (p)

            	
              The
                Assets Generally.
                Except as disclosed in Section 3.1(p)
                of
                the Disclosure Letter, (i) no Person (other than the Corporation)
                owns any assets that are material to the Business except for the
                personal
                property leased by the Corporation and Intellectual Property and
                computer
                software and programs licensed to the Corporation set out in Section
                3.1(p)
                of
                the Disclosure Letter (collectively, the "Non-Owned
                Assets"),
                and (ii) except for the Non-Owned Assets, all of the assets that are
                material to the Business and are currently used in the Business and
                are
                located on the lands and premises listed in Section 3.1(s)
                of
                the Disclosure Letter, are owned by the Corporation free and clear
                of all
                Liens, except for Permitted Liens.

            


    

     

    
      	 	
              (q)

            	
              No
                Options, etc. to Purchase Assets.
                Except as disclosed in Section 3.1(q)
                of
                the Disclosure Letter, since the Interim Balance Sheet Date, the
                Corporation has not sold or otherwise disposed of any assets that
                are
                material to the Business except in the ordinary course of the Business.
                Except as disclosed in Section 3.1(q)
                of
                the Disclosure Letter, no Person has any contractual right or privilege
                for the purchase or other acquisition from the Corporation of any
                assets
                that are material to the Business except in the ordinary course of
                the
                Business.

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	 	
              (r)

            	
              Condition
                of Tangible Assets.
                The tangible assets of the Business are in good operating condition
                subject to normal wear and tear and normal maintenance
                requirements.

            


    

     

    
      	 	
              (s)

            	
              Real
                Property.
                Neither the Parent nor the Corporation is the owner of, or subject
                to any
                agreement or option to own, any real property or any interest in
                any real
                property used in the Parent's Business or in the Business, other
                than the
                lands and premises listed in Section 3.1(s)
                of
                the Disclosure Letter. Neither the Parent nor the Corporation is
                a party
                to, or under any agreement to become a party to, any lease with respect
                to
                real property used in the Parent's Business or in the
                Business.

            


    

     

    
      	 	
              (t)

            	
              Material
                Contracts.
                All contracts, licenses, leases and instruments to which the Corporation
                is a party or is bound by that relate solely to the Business, that
                (i) provide for the expenditure of $100,000 or more during any twelve
                month period or (ii) have a term of 1 year or more and cannot be
                cancelled on notice of 90 days or less (the "Material
                Contracts"),
                are listed in Section 3.1(t)
                or
                another part of the Disclosure Letter. Each of the Material Contracts
                is
                in full force and effect and is unamended and there are no outstanding
                defaults or breaches under any of the Material Contracts on the part
                of
                the Corporation which would reasonably be expected to have a Material
                Adverse Effect.
                Except as listed in
                Section 3.1(t)
                or
                another part of the Disclosure Letter, the Parent is not a party
                to or
                bound by any contracts, licenses, leases or instruments that
                (i) provide for the expenditure of $100,000 or more during any
                twelve-month period, or (ii) have a term of 1 year or more and cannot
                be cancelled on notice of 90 days or
                less.

            


    

     

    
      	 	
              (u)

            	
              Accounts
                Receivable.
                All accounts receivable, notes receivable and other debts due or
                accruing
                due to the Corporation have arisen from bona fide transactions in
                the
                ordinary course.

            


    

     

    
      	 	
              (v)

            	
              Intellectual
                Property.

            


    

     

    
      	 	
              (i)

            	
              To
                the knowledge of the Vendor, the operation of the Parent's Business
                and
                the operation of the Business do not infringe upon the Intellectual
                Property rights of any Person which infringement would reasonably
                be
                expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (ii)

            	
              To
                the knowledge of the Vendor, no Person is currently infringing any
                of the
                Intellectual Property owned by or licensed to the Parent or the
                Corporation which infringement would reasonably be expected to have
                a
                Material Adverse Effect.

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      	 	
              (w)

            	
              Software.
                Section 3.1(w)
                of
                the Disclosure Letter lists all computer software and programs owned
                by or
                licensed to the Corporation that are used solely in connection with
                the
                Business, and all contracts, licenses and leases in respect of such
                software and all computer software and programs that are owned by
                or
                licensed to any Affiliate of the Vendor that are used in the Business.
                Such contracts, licenses and leases are in full force and effect
                and are
                unamended and there are no outstanding defaults or breaches under
                any of
                them on the part of the Corporation which would reasonably be expected
                to
                have a Material Adverse Effect.
                The Parent does not own or license any computer software or
                programs.

            


    

     

    Financial
      Matters

     

    
      	 	
              (x)

            	
              Financial
                Statements.
                The Financial Statements and the Interim Financial Statements have
                been
                prepared in accordance with U.S. GAAP applied on a basis consistent
                with
                the preceding period subject to the exceptions set forth in Section
                3.1(x)
                of
                the Disclosure Letter and each presents fairly in all material
                respects:

            


    

     

    
      	 	
              (i)

            	
              the
                financial position of the Corporation as at the respective dates
                of the
                relevant statements; and

            


    

     

    
      	 	
              (ii)

            	
              the
                results of the Corporation's operations for the period covered by
                the
                Financial Statements or Interim Financial Statements, as the case
                may
                be.

            


    

     

    Copies
      of
      the Financial Statements, and the Interim Financial Statements are attached
      to
      the Disclosure Letter.

     

    Since
      the
      date of the Effective Date Balance Sheet, no cash has been paid and no other
      distribution has been made by the Corporation to any affiliates of the
      Corporation except (i) the adjustments made to reduce the intercorporate payable
      of the Corporation which existed on May 25, 2008 and have been reflected on
      the
      Effective Date Balance sheet as a reduction to cash and intercompany accounts
      payable, (ii) distributions arising from the proposed transaction steps outlined
      in Schedule 2.6 (c) hereof, (iii) the amount owing by the Corporation to
      Wolverine Joining Technologies Canada (approximately $1,275,000) was repaid;
      and
      (iv) some or all of the cash advanced by Wolverine to the Corporation during
      the
      Interim Period was repaid.

     

    
      	 	
              (y)

            	
              No
                Liabilities.
                The Corporation has no liabilities of the type required to be reflected
                as
                liabilities on a balance sheet prepared in accordance with U.S. GAAP,
                except for (i) liabilities reflected or reserved against in the Financial
                Statements or the Interim Financial Statements, (ii) liabilities
                that
                would not reasonably be expected to have a Material Adverse Effect,
                and
                (iii) current liabilities incurred since the Interim Balance Sheet
                Date
                which liabilities were incurred in the ordinary course of the Business.
                Following the completion of all the proposed transaction steps outlined
                in
                Schedule 2.6(c) the Parent will have no liabilities and its sole
                assets
                shall consist of cash and the shares of the the Corporation.
                

            


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    Particular
      Matters Relating to the Business

     

    
      	 	
              (z)

            	
              Environmental
                Matters.

            


    

     

    
      	 	
              (i)

            	
              Except
                as set forth in Section 3.1(z)
                of
                the Disclosure Letter, to the knowledge of the Vendor, there are
                no
                contaminants located in the ground or in the ground water under any
                of the
                owned properties listed in Section 3.1(s)
                of
                the Disclosure Letter.

            


    

     

    
      	 	
              (ii)

            	
              Except
                as set forth in Section 3.1(z)
                of
                the Disclosure Letter, there are no Environmental Actions relating
                to the
                Corporation pending or, to the knowledge of the Vendor, threatened
                in
                writing against the Corporation.

            


    

     

    
      	 	
              (iii)

            	
              Except
                as set forth in Section 3.1(z)
                of
                the Disclosure Letter, since January 1, 2002, the Corporation has
                not been
                required by any Governmental Entity to (i) alter any of the owned
                properties listed in Section 3.1(s)
                of
                the Disclosure Letter in a material way in order to be in compliance
                with
                Environmental Laws, or (ii) perform any environmental closure,
                decommissioning, rehabilitation, restoration or post-remedial
                investigations, on, about, or in connection with any real
                property.

            


    

     

    
      	 	
              (iv)

            	
              Section
                3.1(z)
                of
                the Disclosure Letter lists all third party consultant reports prepared
                or
                obtained at the request of the Corporation since January 1, 2002
                that
                assess compliance by the Business with Environmental Laws. Copies
                of all
                such reports have been provided to the
                Purchaser.

            


    

     

    
      	 	
              (aa)

            	
              Employees.

            


    

     

    
      	 	
              (i)

            	
              Save
                and except as set out in Section 3.1(aa)
                of
                the Disclosure Letter, the Corporation has not and is not engaged
                in any
                unfair labour practice and no unfair labour practice complaint is
                pending,
                or, to the knowledge of the Vendor, threatened against the
                Corporation.

            


    

     

    
      	 	
              (ii)

            	
              There
                are no collective agreements in force with respect to employees of
                the
                Business; no Person holds bargaining rights with respect to any of
                the
                employees of the Corporation; to the knowledge of the Vendor, no
                Person
                has applied to be certified as the bargaining agent of any employees
                of
                the Business; and to the knowledge of the Vendor, no trade union
                has
                applied to have the Corporation declared a related employer pursuant
                to
                the Labour
                Relations Act
                (Ontario).

            


    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    
      	 	
              (iii)

            	
              Except
                as disclosed in Section 3.1(aa)
                of
                the Disclosure Letter, the Corporation does not have any agreement
                as to
                length of notice or severance payment required to terminate any employee,
                other than such as results by Law from the employment of an employee
                without an agreement as to notice or severance, or any agreement
                prohibiting the termination of any Employee
                Plan.

            


    

     

    
      	 	
              (iv)

            	
              The
                Parent does not have any employees.

            


    

     

    
      	 	
              (bb)

            	
              Employee
                Plans.

            


    

     

    
      	 	
              (i)

            	
              Section
                3.1(bb)
                of
                the Disclosure Letter lists all material Employee Plans. The Parent
                does
                not have any Employee Plans (which term, for purposes of this sentence,
                shall be deemed to refer to "the Parent" rather than "the Corporation"
                in
                the 5th
                and 6th
                lines of the definition of "Employee
                Plans").

            


    

     

    
      	 	
              (ii)

            	
              The
                Corporation does not sponsor or participate in a defined benefit
                pension
                plan.

            


    

     

    
      	 	
              (iii)

            	
              All
                Employee Plans have been established, registered, and administered
                in
                compliance with all applicable Laws except where failure to do so
                would
                not reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (iv)

            	
              The
                Corporation has made all contributions and paid all premiums in respect
                of
                each Employee Plan in a timely fashion in accordance with the terms
                of
                each Employee Plan and applicable Laws except where failure to do
                so would
                not reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (cc)

            	
              Insurance.
                Section 3.1(cc)
                of
                the Disclosure Letter lists the insurance policies which are maintained
                by
                the Corporation with respect to the Business setting out, in respect
                of
                each policy, the type of policy, the name of insurer, the coverage
                allowance, the expiration date, the annual premium and any pending
                material claims. The Corporation is not in default with respect to
                the
                payment of any premiums under such insurance policies and has not
                failed
                to give any notice or to present any material claim under such insurance
                policy in a due and timely fashion in any instance where such failure
                which would reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (dd)

            	
              Litigation.
                Except as described in Section 3.1(dd)
                of
                the Disclosure Letter, as of the date of this Agreement there are
                no
                actions, suits, appeals, claims, applications, orders, investigations,
                proceedings, grievances, arbitrations or alternative dispute resolution
                processes in progress, pending, or, to the knowledge of the Vendor,
                threatened against the Corporation, the Parent, the Business, the
                Parent's
                Business or any of the Corporation's or the Parent's assets, which
                would
                reasonably be expected to have a Material Adverse Effect or which
                prohibits, restricts or seeks to enjoin the transactions contemplated
                by
                this Agreement.

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    
      	 	
              (ee)

            	
              Customers
                and Suppliers.
                Section 3.1(ee)
                of
                the Disclosure Letter lists the ten largest customers and the ten
                largest
                suppliers of the Corporation by dollar amount as at December 31,
                2007.

            


    

     

    
      	 	
              (ff)

            	
              Taxes.

            


    

     

    
      	 	
              (i)

            	
              All
                Taxes that are due and payable by the Corporation or the Parent have
                been
                fully paid within the time required by applicable Law, except for
                the
                Taxes owing as a result of the proposed adjustments set out in the
                letter
                dated March 26, 2006 from Canada Revenue Agency to the Corporation.
                A copy
                of such balance sheet has been provided to the Purchaser. The Corporation
                and the Parent have made full and adequate provision in the Interim
                Financial Statements or in the Parent's interim financial statements
                (respectively) for all Taxes which are not yet due and payable but
                which
                relate to periods ending on or before the date thereof. All Tax Returns
                have been filed in a timely manner and no demand has been made to
                file a
                return in any jurisdiction.

            


    

     

    
      	 	
              (ii)

            	
              There
                are no outstanding agreements or waivers extending the statutory
                period
                providing for an extension of time with respect to the assessment
                or
                reassessment of Taxes or the filing of any Tax Return by, or any
                payment
                of Taxes by the Corporation or the
                Parent.

            


    

     

    
      	 	
              (iii)

            	
              To
                the knowledge of the Vendor, there are no claims, actions, suits,
                proceedings or investigations or other actions pending or threatened
                in
                writing against the Corporation or the Parent relating to
                Taxes.

            


    

     

    
      	 	
              (iv)

            	
              Each
                of the Corporation and the Parent has withheld and collected all
                amounts
                required by applicable Law to be withheld or collected by it on account
                of
                Taxes and has remitted all such amounts to the appropriate Governmental
                Entity within the time prescribed under applicable
                Law.

            


    

     

    
      	 	
              (v)

            	
              The
                Corporation is a registrant for the purposes of the tax imposed under
                Part
                IX of the Excise
                Tax Act
                (Canada).

            


    

     

    
      	 	
              (gg)

            	
              Residency.
                Neither the general partner nor any limited partner of the Vendor
                is a
                non-resident of Canada within the meaning of the Tax
                Act.

            


    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    3.2 Representations
      and Warranties of Wolverine.

     

    Wolverine
      represents and warrants as follows to Black Ice and acknowledges that Black
      Ice
      is relying upon the representations and warranties in connection with its
      purchase of the Purchased Assets:

     

    Corporate
      Matters

     

    
      	 	
              (a)

            	
              Incorporation
                and Qualification.
                It
                is a corporation incorporated and existing under the Laws of its
                jurisdiction of incorporation and has the corporate power to own
                and
                operate its property, carry on its business and enter into and perform
                its
                obligations (if any) under this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Corporate
                Authorization.
                The execution and delivery of, and performance of this Agreement
                by
                Wolverine has been authorized by all necessary corporate
                action.

            


    

     

    
      	 	
              (c)

            	
              No
                Conflict.
                Except as disclosed in Section 3.2(c)
                of
                the Disclosure Letter, the execution and delivery of, and performance
                by
                Wolverine of, the transaction of purchase and sale contemplated by
                this
                Agreement:

            


    

     

    
      	 	
              (i)

            	
              do
                not constitute or result in a violation or breach of, or conflict
                with, or
                allow any Person to exercise any rights under, any of the terms or
                provisions of Wolverine's constating
                documents;

            


    

     

    
      	 	
              (ii)

            	
              do
                not constitute a breach of any material contract of Wolverine;
                and

            


    

     

    
      	 	
              (iii)

            	
              do
                not result in the violation of any Law which would reasonably be
                expected
                to have a Material Adverse Effect.

            


    

     

    
      	 	
              (d)

            	
              Required
                Authorizations.
                Except as disclosed in Section 3.2(d)
                of
                the Disclosure Letter, no filing with, notice to, or Authorization
                of, any
                Governmental Entity is required on as a condition to the lawful completion
                of the transactions contemplated by this Agreement where the failure
                to
                make the filing, give the notice or obtain the Authorization would
                reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (e)

            	
              Third
                Party Consents.
                Except as disclosed in Section 3.2(e)
                of
                the Disclosure Letter, there is no requirement to obtain any consent,
                approval or waiver of a party under any contract, license, lease
                or
                instrument that Wolverine is a party to, to the completion of the
                transactions contemplated by this Agreement where the failure to
                obtain
                such consent would reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (f)

            	
              Execution
                and Binding Obligation.
                This Agreement has been duly executed and delivered by Wolverine,
                and
                constitutes legal, valid and binding agreements of it enforceable
                against
                it in accordance with its terms, subject to any limitation under
                applicable laws relating to (i) bankruptcy, winding-up, insolvency,
                arrangement, fraudulent preference and conveyance, assignment and
                preference and other laws of general application affecting the enforcement
                of creditors' rights, and (ii) the discretion that a court may exercise
                in
                the granting of equitable remedies such as specific performance and
                injunction.

            


    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      	 	
              (g)

            	
              Title
                to Purchased Assets.
                The Purchased Assets are owned by Wolverine as the registered and
                beneficial owner, with good title, free and clear of all Liens. Upon
                completion of the transaction contemplated by this Agreement, the
                Purchaser will have good and valid title to Purchased Assets, free
                and
                clear of all Liens other than Liens granted by the
                Purchaser.

            


    

     

    
      	 	
              (h)

            	
              Purchased
                Assets.
                The Purchased Assets are not "taxable Canadian property" within the
                meaning of the Tax Act.

            


    

     

    ARTICLE 4

     

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER
      AND BLACK ICE

     

    4.1 Representations
      and Warranties of the Purchaser.

     

    The
      Purchaser represents and warrants as follows to the Vendor and acknowledges
      and
      confirms that the Vendor is relying on such representations and warranties
      in
      connection with the sale of the Purchased Shares:

     

    
      	 	
              (a)

            	
              Incorporation
                and Corporate Power. The
                Purchaser is a corporation incorporated and existing under the laws
                of its
                jurisdiction of incorporation and it has the corporate power to enter
                into
                and perform its obligations under this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Corporate
                Authorization.
                The execution and delivery of and performance by the Purchaser of
                this
                Agreement have been, or will be at or prior to Closing, authorized
                by all
                necessary corporate action on the part of the
                Purchaser.

            


    

     

    
      	 	
              (c)

            	
              No
                Conflict.
                The execution and delivery of and performance by the Purchaser of
                this
                Agreement:

            


    

     

    
      	 	
              (i)

            	
              do
                not constitute or result in a violation or breach of, or conflict
                with, or
                allow any Person to exercise any rights under, any of the terms or
                provisions of its constating documents or
                by-laws;

            


    

     

    
      	 	
              (ii)

            	
              do
                not constitute or result in a breach or violation of, or conflict
                with or
                allow any Person to exercise any rights under, any contract, license,
                lease or instrument to which it is a party;
                and

            


    

     

    
      	 	
              (iii)

            	
              do
                not result in the violation of any
                Law.

            


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              Required
                Authorizations.
                No
                filing with, notice to or Authorization of, any Governmental Entity
                is
                required on the part of the Purchaser as a condition to the lawful
                completion of the transactions contemplated by this
                Agreement.

            


    

     

    
      	 	
              (e)

            	
              Execution
                and Binding Obligation.
                This Agreement has been duly executed and delivered by the Purchaser
                and
                constitutes legal, valid and binding agreements of the Purchaser,
                enforceable against it in accordance with its terms, subject only
                to any
                limitation under applicable Laws relating to (i) bankruptcy, winding-up
                insolvency, arrangement, fraudulent preference and conveyance, assignment
                and preference and other similar Laws of general application affecting
                creditors' rights, and (ii) the discretion that a court may exercise
                in
                the granting of equitable remedies including specific performance
                and
                injunction.

            


    

     

    
      	 	
              (f)

            	
              Litigation.
                There are no actions, suits, appeals, claims, applications,
                investigations, orders, proceedings, grievances, arbitrations or
                alternative dispute resolution processes in progress, pending, or
                to the
                Purchaser's knowledge, threatened against the Purchaser, or which
                prohibits, restricts or seeks to enjoin the transactions contemplated
                by
                this Agreement.

            


    

     

    
      	 	
              (g)

            	
              Brokers.
                No
                broker, agent or other intermediary is entitled to any fee, commission
                or
                other remuneration in connection with the transactions contemplated
                by
                this Agreement based upon arrangements made by or on behalf of the
                Purchaser.

            


    

     

    
      	 	
              (h)

            	
              Due
                Diligence by Purchaser.
                The Purchaser acknowledges that it has conducted to its satisfaction
                an
                independent investigation of the business, operations, assets, liabilities
                and financial condition of the Corporation and, in making the
                determination to proceed with the transactions contemplated by this
                Agreement, has relied solely on the results of its own independent
                investigation and the representations and warranties in Article 3.
                In connection with the Purchaser's investigation of the Corporation,
                it
                has received the Confidential Information Memorandum (from Black
                Ice) and
                other information
                related to the Corporation including projections and other forecasts
                (including forecast income statements and forecast capital expenditures)
                and business plan information. The Purchaser acknowledges that
                (i) there are uncertainties inherent in attempting to make such
                projections and forecasts and, accordingly, is not relying on any
                projections or forecasts, (ii) the Purchaser is familiar with such
                uncertainties and is taking full responsibility for making its own
                evaluation of the Corporation, including the adequacy and accuracy
                of all
                such projections and forecasts, (iii) the Purchaser has no claim
                under this Agreement against anyone with respect to the accuracy
                of such
                projections and forecasts, and (iv) the Vendor has made no
                representation or warranty with respect to any projections and forecasts.
                The representations and warranties by the Vendor in Article 3
                constitute the sole and exclusive representations and warranties
                of the
                Vendor to the Purchaser in connection with the transactions contemplated
                by this Agreement, and the Purchaser understands, acknowledges and
                agrees
                that all other representations and warranties of any kind or nature
                expressed or implied (including any in the Confidential Information
                Memorandum or other information related to the Corporation received
                by the
                Purchaser and including any relating to the future or historical
                financial
                condition, results of operations, assets or liabilities of the Corporation
                or the quality, quantity or condition of the Corporation's assets)
                are
                superceded and replaced by the representations and warranties by
                the
                Vendor in Article 3
                and the Vendor does not make or provide, and the Purchaser hereby
                waives,
                any warranty, representation or condition, express or implied, as
                to the
                quality, merchantability, fitness for a particular purpose, conformity
                to
                samples, or condition of the Corporation's assets or any part
                thereto.

            


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              Breach,
                Non-Performance and Non-Compliance.
                The Purchaser has not formulated the opinion that any of the
                representations and warranties in Article 3
                are incorrect in any material respect. The Purchaser is not aware
                of any
                matter or event that has or would be reasonably expected to have
                a
                Material Adverse Effect.

            


    

     

    
      	 	
              (j)

            	
              Affiliates.
                At
                the time of Closing the Purchaser will have no affiliates within
                the
                meaning of Section 2(2) of the Competition
                Act
                (Canada) except Crescera Management Ltd. The value of the assets
                of such
                affiliate and the gross revenues from sales in, from, or into Canada
                of
                such affiliate (in all cases, determined in a manner consistent with
                the
                manner prescribed for the purposes of Part IX of the Competition
                Act (Canada))
                are less than $5,000,000 and $1,000,000,
                respectively.

            


    

     

    4.2 Representations
      and Warranties of Black Ice

     

    Black
      Ice
      represents and warrants as follows to Wolverine and acknowledges and confirms
      that Wolverine is relying on such representations and warranties in connection
      with the sale of the Purchased Assets:

     

    
      	 	
              (a)

            	
              Incorporation
                and Corporate Power. Black
                Ice is a corporation incorporated and existing under the laws of
                its
                jurisdiction of incorporation and it has the corporate power to enter
                into
                and perform its obligations under this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Corporate
                Authorization.
                The execution and delivery of and performance by Black Ice of this
                Agreement have been, or will be at or prior to Closing, authorized
                by all
                necessary corporate action on the part of Black
                Ice.

            


    

     

    
      	 	
              (c)

            	
              No
                Conflict.
                The execution and delivery of and performance by Black Ice of this
                Agreement:

            


    

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              do
                not constitute or result in a violation or breach of, or conflict
                with, or
                allow any Person to exercise any rights under, any of the terms or
                provisions of its constating documents or
                by-laws;

            


    

     

    
      	 	
              (ii)

            	
              do
                not constitute or result in a breach or violation of, or conflict
                with or
                allow any Person to exercise any rights under, any contract, license,
                lease or instrument to which it is a party;
                and

            


    

     

    
      	 	
              (iii)

            	
              do
                not result in the violation of any Law which would reasonably be
                expected
                to have a material adverse effect on the financial condition of Black
                Ice.

            


    

     

    
      	 	
              (d)

            	
              Required
                Authorizations.
                No
                filing with, notice to or Authorization of, any Governmental Entity
                is
                required on the part of Black Ice as a condition to the lawful completion
                of the transactions contemplated by this
                Agreement.

            


    

     

    
      	 	
              (e)

            	
              Execution
                and Binding Obligation.
                This Agreement has been duly executed and delivered by Black Ice
                and
                constitutes legal, valid and binding agreements of Black Ice, enforceable
                against it in accordance with its terms, subject only to any limitation
                under applicable Laws relating to (i) bankruptcy, winding-up insolvency,
                arrangement, fraudulent preference and conveyance, assignment and
                preference and other similar Laws of general application affecting
                creditors' rights, and (ii) the discretion that a court may exercise
                in
                the granting of equitable remedies including specific performance
                and
                injunction.

            


    

     

    ARTICLE 5

     

    COVENANTS
      OF THE PARTIES

     

    5.1 Conduct
      of Business Prior to Closing.

     

    
      	 	
              (a)

            	
              Except
                as otherwise contemplated by this Agreement or the Disclosure Letter,
                until the Closing, the Vendor will use its commercially reasonable
                efforts
                to cause each of the Parent and the Corporation to conduct the Parent's
                Business or the Business (as the case may be) in the ordinary course
                of
                normal day-to-day operations of the Parent or the Corporation (as
                the case
                may be) consistent with past practices.


            


    

     

    
      	 	
              (b)

            	
              Prior
                to Closing, the Vendor will cause the Corporation's accounts receivable
                to
                be transferred to the Corporation in accordance with the terms of
                the
                Reassignment Agreement; provided, however, that accounts receivable
                in an
                aggregate amount of $2,500,000, selected by Wolverine and the Purchaser
                and listed in
                Schedule
                5.1(b) (the
                "Wolverine
                Owned Receivables"),
                shall not be transferred to the
                Corporation.

            


    

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    5.2 Access
      for Due Diligence.

     

    Subject
      to applicable Law, until the Closing Date, the Vendor will, and will cause
      the
      Corporation to, upon reasonable notice, permit the Purchaser, its legal counsel,
      accountants and other representatives, to have reasonable access during normal
      business hours to the premises, assets, contracts, books and records and senior
      personnel of the Corporation and to the books and records of the Parent. The
      Purchaser may not conduct any invasive environmental testing or assessments
      without the prior written consent of the Vendor and any applicable landlord,
      which consent by the Vendor will not be unreasonably withheld and will be given
      if required by any Governmental Entity or any lender or potential lender to
      the
      Purchaser in connection with any financing or proposed financing of the
      transactions contemplated by this Agreement. The Vendor, the Parent and the
      Corporation are not required to disclose any information to the Purchaser where
      such disclosure is prohibited by applicable Law. The Purchaser shall not contact
      any employee, supplier or customer of the Corporation except with the prior
      written consent of the Vendor and the Corporation, which consent may be given
      or
      withheld in the unfettered discretion of the Vendor and the
      Corporation.

     

    5.3 Confidentiality.

     

    Each
      of
      CIH, the Purchaser and Black Ice agrees to comply with all of the obligations
      of
      Royal Capital Management Corp. under the Confidentiality Agreement as if it
      were
      a party thereto. Upon Closing, the Parties agree that they will not be bound
      by
      the terms of the Confidentiality Agreement. If the Closing does not occur,
      the
      Parties agree the Confidentiality Agreement will remain in effect in accordance
      with and subject to its terms and each of CIH, the Purchaser and Black Ice
      will
      continue to comply with all of the obligations of Royal Capital Management
      Corp.
      under the Confidentiality Agreement.

     

    5.4 Actions
      to Satisfy Closing Conditions.

     

    Subject
      to this Article 5,
      the
      Vendor will use its commercially reasonable efforts to ensure compliance with
      all of the conditions set forth in Section 6.1
      and the
      Purchaser will use its commercially reasonable efforts to ensure compliance
      with
      all of the conditions set forth in Section 6.2.

     

    5.5 Request
      for Consents.

     

    The
      Vendor will use its commercially reasonable efforts to obtain, or cause to
      be
      obtained, prior to Closing, the consents, approvals and waivers described in
      Section 3.1(e)
      of the
      Disclosure Letter. Despite the previous sentence, the Vendor is under no
      obligation to pay any money, incur any obligations, commence any legal
      proceedings, or offer or grant any accommodation (financial or otherwise) to
      any
      third party in order to obtain such consents. The Purchaser will co-operate
      in
      obtaining such consents, approvals and waivers including providing information
      related to the Purchaser as is reasonably requested by a third party in order
      to
      grant its consent.

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    5.6 Filings
      and Authorizations.

     

    Each
      of
      the Vendor and the Purchaser, as promptly as practicable after the execution
      of
      this Agreement, will use its commercially reasonable efforts to make all filings
      with, give all notices to, and obtain all Authorizations from, Governmental
      Entities that are necessary for the lawful completion of the transactions
      contemplated by this Agreement.

     

    5.7 Risk
      of Loss.

     

    If,
      prior
      to Closing, all or any part of the Corporation's assets are destroyed or damaged
      by fire or any other casualty or are appropriated, expropriated or seized by
      any
      Governmental Entity: (i) if the value of the assets destroyed, damaged,
      appropriated, expropriated or seized does not exceed $500,000, the
      representations and warranties of the Vendor that are not true and correct
      as of
      the Closing Date solely as a result of such destruction, damage, appropriation,
      expropriation or seizure will be deemed to be true and correct as of the Closing
      Date for all purposes of this Agreement; and the Purchaser will complete the
      transactions contemplated by this Agreement without reduction of the Purchase
      Price and all proceeds of any insurance or compensation relating to such
      destruction, damage, appropriation, expropriation or seizure (other than any
      such proceeds relating to business interruption or loss of profits for the
      period prior to Closing) will be payable to the Corporation and any right and
      claim of the Vendor to any such amounts not paid by the Closing Date will be
      assigned to (or held in trust for) the Corporation, and (ii) if the value
      of the assets destroyed, damaged, appropriated, expropriated or seized exceeds
      $500,000 (a "material loss"), the Purchaser, within a period not to exceed
      ten
      (10) days after disclosure to the Purchaser by the Vendor of such material
      loss
      and in any event prior to Closing, at its option may either terminate this
      Agreement by notice in writing to the Vendor, in which case, subject to Section
      8.2(b),
      this
      Agreement shall be terminated as of the date the Vendor receives such notice,
      or
      complete the transactions contemplated by this Agreement without reduction
      of
      the Purchase Price and all proceeds of any insurance or compensation relating
      to
      such destruction, damage, appropriation, expropriation or seizure (other than
      any such proceeds relating to business interruption or loss of profits for
      the
      period prior to Closing) will be payable to the Corporation and any right and
      claim of the Vendor to any such amounts not paid by the Closing Date will be
      assigned to (or held in trust for) the Corporation.

     

    5.8 Environmental
      Investigations.

     

    The
      Purchaser agrees that, during the Interim Period, the Vendor is not required
      to
      investigate, remedy or take any other action, including any testing, sampling,
      operation, maintenance or monitoring activities except for the minimum actions
      required under applicable Environmental Laws to permit the use of the owned
      properties listed in Section 3.1(s)
      of the
      Disclosure Letter in accordance with Environmental Laws and in a manner
      consistent with their current use. 

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    5.9 Privacy.

     

    
      	 	
              (a)

            	
              In
                addition to any other obligation of the Purchaser with respect to
                confidential information, the Purchaser agrees that it shall be solely
                responsible for its own compliance with all applicable privacy laws,
                which
                laws shall include the Personal
                Information Protection and Electronic Documents Act
                (Canada), and any similar law that governs the collection, use,
                disclosure, retention, destruction and/or storage of any personal
                information regarding employees that is disclosed to or otherwise
                acquired
                by Purchaser in connection with this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Prior
                to Closing, the Purchaser shall limit, and shall cause its employees
                and
                agents to limit, all collection, use, retention and disclosure of
                all
                personal information transferred to it, if any, solely for purposes
                related to the transactions contemplated hereby, including the
                determination of whether to proceed with such transactions, or that,
                if
                Closing occurs, will be required to carry on with the Business
                thereafter.

            


    

     

    
      	 	
              (c)

            	
              Prior
                to Closing, the Purchaser shall use appropriate security measures
                to
                safeguard all personal information transferred to it, and to protect
                it
                against accidental or unauthorized access, use, copying, alteration,
                deletion, destruction, dissemination or disclosure. Prior to Closing,
                access to personal information transferred to the Purchaser shall
                be
                restricted to those Persons under obligations of confidentiality
                to
                Purchaser who require access to the personal information for the
                purposes
                of this Agreement.

            


    

     

    
      	 	
              (d)

            	
              If
                Closing occurs, the Purchaser shall limit and shall cause its employees
                and agents to limit the use and disclosure of the personal information
                transferred to it, if any, to those purposes for which the personal
                information was initially collected, unless otherwise permitted by
                law. If
                Closing does not occur, the Purchaser covenants and agrees that it
                will
                immediately and securely destroy all personal information transferred
                to
                it, including any information that is based upon personal information
                in
                its custody or control, including in the custody or control of its
                employees, agents or affiliates.

            


    

     

    
      	 	
              (e)

            	
              The
                Purchaser will indemnify and hold harmless the Vendor and its directors,
                officers, employees, agents and representatives from, and will pay
                for,
                all losses, liabilities, damages, expenses and costs imposed or asserted
                against any of them as a consequence of the Purchaser failing to
                fulfill
                all of its obligations under this Section 5.9.
                This indemnity is not subject to any of the limitations set out in
                Article 9.

            


    

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    ARTICLE 6

     

    CONDITIONS
      OF CLOSING

     

    6.1 Conditions
      for the Benefit of the Purchaser.

     

    The
      purchase and sale of the Purchased Shares and Purchased Assets is subject to
      the
      following conditions being satisfied at or prior to Closing, which conditions
      are for the exclusive benefit of the Purchaser and may be waived, in whole
      or in
      part, by the Purchaser in its sole discretion:

     

    
      	 	
              (a)

            	
              Truth
                of Representations and Warranties.
                Except as contemplated or permitted by this Agreement, the representations
                and warranties of the Vendor and Wolverine contained in this Agreement
                must be true and correct in all material respects as of the Closing
                Date
                with the same force and effect as if such representations and warranties
                were made on and as of such date. However, (i) if a representation
                and
                warranty is qualified by materiality or Material Adverse Effect,
                it must
                be true and correct in all respects and (ii) if a representation
                and
                warranty speaks only as of a specific date it only needs to be true
                and
                correct as of that date. The Purchaser must receive a certificate
                of a
                senior officer of the Vendor and Wolverine (without personal liability)
                as
                to the matters in this paragraph.

            


    

     

    
      	 	
              (b)

            	
              Performance
                of Covenants.
                The Vendor must have fulfilled, or complied with, in all material
                respects, all covenants contained in this Agreement to be fulfilled
                or
                complied with by it at or prior to the Closing and the Purchaser
                must
                receive a certificate of a senior officer of the Vendor (without
                personal
                liability) to that effect.

            


    

     

    
      	 	
              (c)

            	
              Deliveries.
                The Purchaser must have received the
                following:

            


    

     

    
      	 	
              (i)

            	
              share
                certificates representing the Purchased Shares duly endorsed in blank
                for
                transfer, or accompanied by irrevocable security transfer powers
                of
                attorney duly executed in blank, in either case by the holders of
                record;

            


    

     

    
      	 	
              (ii)

            	
              certified
                copies of (A) the charter documents and by-laws of the Vendor and the
                Corporation, (B) the resolutions of the board of directors of the
                Vendor approving the execution, delivery and performance of this
                Agreement, (C) the resolutions of the board of directors of the
                Corporation approving the transfer of the Purchased Shares to the
                Purchaser, and (D) a list of the directors and officers of the Vendor
                authorized to sign this Agreement together with their specimen
                signatures;

            


    

     

    
      	 	
              (iii)

            	
              a
                certificate of status with respect to the Vendor and the Corporation
                issued by appropriate government officials of their respective
                jurisdictions of incorporation;

            


    

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    
      	 	
              (iv)

            	
              transitional
                services agreement (in a form acceptable to the Purchaser, acting
                reasonably) executed by the Corporation and Wolverine (the "Transitional
                Services Agreement");

            


    

     

    
      	 	
              (v)

            	
              a
                trade-mark licence agreement (in form acceptable to the Purchaser,
                acting
                reasonably), executed by Wolverine and the Corporation (the "Trade-mark
                Licence Agreement");

            


    

     

    
      	 	
              (vi)

            	
              the
                Sales Agency Agreement (in form acceptable to the Purchaser acting
                reasonably), executed by Wolverine and the
                Corporation;

            


    

     

    
      	 	
              (vii)

            	
              the
                minute books of the Parent and the
                Corporation;

            


    

     

    
      	 	
              (viii)

            	
              the
                Escrow Agreement executed by the Vendor, Wolverine and Stikeman Elliott
                LLP;

            


    

     

    
      	 	
              (ix)

            	
              the
                Loan Agreement;

            


    

     

    
      	 	
              (x)

            	
              an
                assignment or bill of sale, in a form acceptable to Black Ice, and
                in
                favour of Black Ice, with respect to the Purchased Assets;
                and

            


    

     

    
      	 	
              (xi)

            	
              an
                opinion from Vendor's counsel that the Vendor has the capacity to enter
                into this Agreement and that this Agreement has been executed and
                delivered by Vendor.

            


    

     

    
      	 	
              (d)

            	
              No
                Legal Action.
                No
                injunction, that remains in effect, shall have been obtained by any
                Person
                (other than the Purchaser) in any jurisdiction, to enjoin, restrict
                or
                prohibit any of the transactions contemplated by this
                Agreement.

            


    

     

    
      	 	
              (e)

            	
              Pre-Closing
                Steps.
                All proposed transaction steps outlined in Schedule 2.6(c) have been
                completed at the sole expense of Wolverine to the satisfaction of
                the
                Purchaser, acting reasonably and all conveyance documents in connection
                therewith have been provided to the
                Purchaser.

            


    

     

    6.2 Conditions
      for the Benefit of the Vendor.

     

    The
      purchase and sale of the Purchased Shares and Purchased Assets is subject to
      the
      following conditions being satisfied at or prior to Closing, which conditions
      are for the exclusive benefit of the Vendor and may be waived, in whole or
      in
      part, by the Vendor in its sole discretion:

     

    
      	 	
              (a)

            	
              Truth
                of Representations and Warranties.
                The representations and warranties of the Purchaser and Black Ice
                contained in this Agreement must be true and correct in all material
                respects as of the Closing Date with the same force and effect as
                if such
                representations and warranties had been made on and as of such date.
                However, if a representation and warranty is qualified by materiality
                or
                material adverse effect, it must be true and correct in all respects.
                The
                Vendor must receive a certificate of a senior officer of the Purchaser
                and
                Black Ice (without personal liability) as to the matters in this
                paragraph.

            


    

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              Performance
                of Covenants.
                The Purchaser must have fulfilled or complied with, in all material
                respects, all covenants contained in this Agreement to be fulfilled
                or
                complied with by it at or prior to Closing and the Vendor must receive
                a
                certificate of a senior officer of the Purchaser (without personal
                liability) to that effect.

            


    

     

    
      	 	
              (c)

            	
              Authorizations.
                The Authorizations listed in Section 4.1(d)
                above, must have been made, given or
                obtained.

            


    

     

    
      	 	
              (d)

            	
              Deliveries.
                The Vendor must have received the
                following:

            


    

     

    
      	 	
              (i)

            	
              certified
                copies of (A) the charter documents and extracts from the by-laws
                of the
                Purchaser relating to the execution of documents, (B) all resolutions
                of
                the shareholder(s) (if applicable) and the board of directors of
                the
                Purchaser approving the execution, delivery and performance of this
                Agreement, and (C) a list of its officers and directors authorized
                to sign
                this Agreement together with their specimen
                signatures;

            


    

     

    
      	 	
              (ii)

            	
              a
                certificate of status, compliance, good standing or like certificate
                with
                respect to the Purchaser issued by appropriate government official
                of the
                jurisdiction of its incorporation;

            


    

     

    
      	 	
              (iii)

            	
              an
                opinion from Purchaser's counsel that each of the Purchaser and CIH
                has
                the capacity to enter into this Agreement and that this Agreement
                has been
                duly executed and delivered by each of Purchaser and
                CIH;

            


    

     

    
      	 	
              (iv)

            	
              the
                Sales Agency Agreement (in a form acceptable to the Vendor, acting
                reasonably) executed by Wolverine Tube, Inc. and the Corporation;
                and

            


    

     

    
      	 	
              (v)

            	
              the
                Escrow Agreement executed by the Purchaser, CIH and Stikeman Elliott
                LLP.

            


    

     

    
      	 	
              (e)

            	
              No
                Legal Action.
                No
                injunction, that remains in effect, shall have been obtained by any
                Person
                (other than the Vendor, the Purchaser or the Corporation) in any
                jurisdiction, to enjoin, restrict or prohibit any of the transactions
                contemplated by this Agreement.

            


    

     

    
      	 	
              (f)

            	
              Pre-Closing
                Steps.
                All proposed transaction steps outlined in Schedule 2.6(c) have been
                completed to the satisfaction of the Vendor, acting
                reasonably.

            


    

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    ARTICLE 7

    CLOSING

     

    7.1 Date,
      Time and Place of Closing.

     

    The
      completion of the transaction of purchase and sale contemplated by this
      Agreement will take place at the offices of Fogler, Rubinoff LLP, 95 Wellington
      Street West, Suite 1200, Toronto Dominion Centre, Toronto, Ontario, at 10:00
      a.m. (Toronto time) on the Closing Date or at such other place, on such other
      date and at such other time as the Vendor and the Purchaser may agree to in
      writing.

     

    7.2 Closing
      Procedures.

     

    Subject
      to satisfaction or waiver by the relevant Party of the conditions of closing,
      at
      the Closing, the Vendor will deliver actual possession of the Purchased Shares
      to the Purchaser and Wolverine will deliver the assignment or bill of sale
      for
      the Purchased Assets to Black Ice and upon such delivery the Purchaser and
      Black
      Ice, as applicable, will pay or satisfy the Purchase Price in accordance with
      Section 2.4.

     

    ARTICLE 8

    TERMINATION

     

    8.1 Termination
      Rights.

     

    This
      Agreement may, by notice in writing given at or prior to the Closing, be
      terminated:

     

    
      	 	
              (a)

            	
              by
                mutual consent of the Vendor and the
                Purchaser;

            


    

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              by
                the Purchaser if any of the conditions in Section 6.1
                have not been satisfied as at the Closing Date and the Purchaser
                has not
                waived such condition at or prior to
                Closing;

            


    

     

    
      	 	
              (c)

            	
              by
                the Vendor if any of the conditions in Section 6.2
                have not been satisfied as at the Closing Date and the Vendor has
                not
                waived such condition at or prior to Closing;
                or

            


    

     

    
      	 	
              (d)

            	
              by
                either Party if the Closing has not occurred on or before July 31,
                2008 or
                on or before such later date as the Parties agree to in writing,
                provided
                that a Party may not terminate this Agreement under this Section
                8.1(d)
                if
                it has failed to perform any one or more of its obligations or covenants
                under this Agreement to be performed at or prior to Closing and the
                Closing has not occurred because of such
                failure.

            


    

     

    8.2 Effect
      of Termination.

     

    
      	 	
              (a)

            	
              If
                a Party waives compliance with any of the conditions, obligations
                or
                covenants contained in this Agreement, the waiver will be without
                prejudice to any of its rights of termination in the event of
                non-fulfillment, non-observance or non-performance of any other condition,
                obligation or covenant in whole or in
                part.

            


    

     

    
      	 	
              (b)

            	
              If
                this Agreement is terminated, the Parties are released from all of
                their
                obligations under this Agreement, except
                that:

            


    

     

    
      	 	
              (i)

            	
              each
                Party's obligations under Section 5.3,
                Section 5.9,
                Section 11.3,
                Section 11.4
                and Section 11.6
                will survive; and

            


    

     

    
      	 	
              (ii)

            	
              if
                this Agreement is terminated by a Party because of a material breach
                of
                this Agreement by the other Party, the terminating Party's right
                to pursue
                all legal remedies will survive such termination unimpaired and,
                for
                certainty, will not be subject to any of the limitations set out
                in
                Article 9.

            


    

     

    ARTICLE 9

    INDEMNIFICATION

     

    9.1 Survival.

     

    The
      representations and warranties contained in this Agreement and the certificates
      delivered pursuant to Section 6.1(a)
      and
      Section 6.1(b)
      survive
      the Closing and continue in full force and effect for a period of 18 months
      after the Closing Date, except that

     

    
      	 	
              (a)

            	
              the
                representations and warranties set out in Section 3.1(a),
                Section 3.1(f),
                Section 3.2(a),
                Section 3.2(f),
                Section 4.1(a),
                Section 4.1(e),
                Section 4.2(a)
                and Section 4.2(e)
                and the corresponding representations and warranties set out in the
                certificates delivered pursuant to Section 6.1(a)
                and Section 6.2(a)
                survive and continue in full force and effect without limitation
                of
                time;

            


    

     

    
      	 	
              (b)

            	
              the
                representations and warranties set out in Section 3.1(ff)
                will survive and continue in full force and effect until the expiration
                of
                the period (the "Tax
                Assessment Period")
                during which any tax assessment or reassessment or similar document
                may be
                issued by a Governmental Entity under any applicable legislation
                in
                respect of any taxation period to which such representations and
                warranties extend. The Tax Assessment Period shall be determined
                without
                regard to any consent, waiver, agreement or other document made or
                filed
                after the Closing Date that extends the period during which a Governmental
                Entity may issue an assessment, reassessment or similar document;
                and

            


    

     

    
      	 	
              (c)

            	
              any
                representation and warranty involving fraud or fraudulent
                misrepresentation by the Party giving that representation and warranty
                will survive and continue in full force and effect without limitation
                of
                time.

            


    

     

    
      
         

      

      
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    9.2 Indemnification
      in Favour of CIH.

     

    Subject
      to Section 9.4,
      following Closing the Vendor will indemnify and save each of CIH, Amalco and
      Black Ice harmless
      of and from, and will pay for, any Damages suffered by, imposed upon or asserted
      against it as a result of, in respect of, connected with, or arising out of,
      under, or pursuant to:

     

    
      	 	
              (a)

            	
              any
                breach or inaccuracy of any representation or warranty in Sections
                3.1
                and 3.2
                or
                the certificate to be delivered pursuant to Section 6.1(a)
                for which a notice of claim under Section 9.6
                has been provided to the Vendor within the applicable time period
                specified in Section 9.1;

            


    

     

    
      	 	
              (b)

            	
              any
                failure of the Vendor or Wolverine to perform or fulfill any of its
                covenants or obligations under this
                Agreement;

            


    

     

    
      	 	
              (c)

            	
              any
                Environmental Claims relating to any place of business that was at
                any
                time owned or leased by the Parent or the Corporation other than
                the lands
                and premises listed in Section 3.1(s)
                of
                the Disclosure Letter, including any such place of business in Montreal,
                Quebec or Fergus, Ontario;

            


    

     

    
      	 	
              (d)

            	
              any
                Taxes that are or become due and payable by the Parent or the Corporation
                with respect to any periods ending prior to the Effective
                Date;

            


    

     

    
      	 	
              (e)

            	
              any
                product liability or warranty claims with respect to products manufactured
                by the Corporation at any facility other than the Corporation's existing
                facility located in London,
                Ontario;

            


    

     

    
      	 	
              (f)

            	
              any
                obligations to former employees of the Corporation whose primary
                workplace
                was at the Corporation's facilities located in Montreal, Quebec or
                Fergus,
                Ontario;

            


    

     

    
      	 	
              (g)

            	
              all
                other obligations of the Corporation arising solely from the operations
                of
                the business of the Corporation in Montreal, Quebec and Fergus,
                Ontario;
                and

            


    

     

    
      	 	
              (h)

            	
              all
                obligations of the Corporation under the Reassignment Agreement or
                the
                Canadian Sale Agreement (as defined in the Reassignment
                Agreement).

            


    

     

    9.3 Indemnification
      in Favour of the Vendor.

     

    Subject
      to Section 9.4,
      following Closing CIH will indemnify and save each of the Vendor and Wolverine
      harmless of and from, and will pay for, any Damages suffered by, imposed upon
      or
      asserted against it as a result of, in respect of, connected with, or arising
      out of, under or pursuant to:

     

    
      	 	
              (a)

            	
              any
                breach or inaccuracy of any representation or warranty in Section
                4.1
                and Section 4.2
                or
                the certificate to be delivered pursuant to Section 6.2(a),
                for which a notice of claim under Section 9.6
                has been provided to CIH within the applicable period specified in
                Section
                9.1;
                and

            


    

     

    
      	 	
              (b)

            	
              any
                failure of the Purchaser, CIH or Black Ice to perform or fulfill
                any of
                its covenants or obligations under this Agreement.

            


    

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    9.4 General
      Limitations.

     

    
      	 	
              (a)

            	
              A
                Party has no obligation or liability for indemnification or otherwise
                with
                respect to any representation or warranty made by such Party (or,
                if such
                Party is CIH, by the Purchaser) in this Agreement, or the certificates
                delivered pursuant to Section 6.1(a)
                and Section 6.2(a),
                after the end of the applicable time period specified in Section
                9.1,
                except for claims specified in Section 9.2(c),
                Section 9.2(d),
                Section 9.2(e),
                Section 9.2(f),
                Section 9.2(g)
                and Section 9.2(h)
                (which obligation or liability for indemnification shall not expire),
                and
                except for claims relating to the representations and warranties
                that the
                Party has been notified of prior to the end of the applicable time
                period.

            


    

     

    
      	 	
              (b)

            	
              A
                Party has no obligation or liability for indemnification or otherwise
                with
                respect to any breach or inaccuracy of any of its representations
                or
                warranties in this Agreement (or, if the Party is CIH, for any of
                the
                representations or warranties of the Purchaser in this Agreement),
                or the
                certificates delivered pursuant to Section 6.1(a)
                or
                Section 6.2(a),
                or any failure to perform or fulfill any of its covenants or obligations
                in this Agreement (or, if the Party is CIH, for the Purchaser's failure
                to
                perform or fulfill any of its covenants or obligations in this Agreement),
                to the extent the breach, inaccuracy or failure was a result of,
                connected
                with, or arose out of, under or pursuant to the negligence or wilful
                misconduct of the Person (or the Purchaser, as the case may be) making
                the
                claim or any breach or inaccuracy of any representation or warranty
                of
                such Person (or the Purchaser, as the case may be) in this Agreement
                or
                the failure of such Person (or the Purchaser, as the case may be)
                to
                perform or fulfill any of its covenants or obligations in this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              The
                Vendor has no liability for, or obligation with respect to, any special,
                indirect, consequential, punitive or aggravated damages, including
                damages
                for lost profit, damages based on multiples of earnings, EBITDA,
                cash flow
                or other metrics or projections, it being understood that Third Party
                Claims will not be considered claims for special, indirect, consequential,
                punitive or aggravated damages even if such Third Party Claim itself
                is a
                claim for special, indirect, consequential, punitive or aggravated
                damages.

            


    

     

    
      	 	
              (d)

            	
              The
                Vendor has no liability or obligation with respect to any claims
                for
                indemnification or otherwise for environmental matters (including
                matters
                relating to public health or the protection of the environment or
                regulated or arising out of Environmental Laws) (the "Environmental
                Claims")
                except for claims for indemnification pursuant to Section 9.2
                in
                respect of any Damages suffered by, imposed upon or asserted against
                CIH
                or Amalco as a result of, in respect of, connected with, or arising
                out
                of, under, or pursuant to any breach or inaccuracy of any representation
                or warranty in Section 3.1(z).
                Without limitation, the Vendor has no liability with respect to any
                Environmental Claims: (i) in response to a claim asserted by a
                Governmental Entity or other third party, for any Damages resulting
                from
                remediation or other actions that are not required by the Governmental
                Entity or third party; (ii) for any Damages which relate to matters,
                facts
                and circumstances occurring after the Closing, including any change
                in the
                use of the owned properties listed in Section 3.1(s)
                of
                the Disclosure Letter; (iii) for any Damages which result from CIH
                or
                Amalco, after Closing, conducting invasive investigations, sampling
                or
                monitoring of the owned properties listed in Section 3.1(s)
                of
                the Disclosure Letter except for such investigations, samplings or
                monitoring required by Amalco's lenders or potential lenders or by
                any
                Governmental Entity (and, for clarity, with respect to such required
                investigations, samplings or monitoring, only if the Damages are
                in
                respect of, connected with, or arising out of, under, or pursuant
                to any
                breach or inaccuracy of any representation or warranty in Section
                3.1(z));
                or (iv) for any Damages, to the extent that they were caused or
                exacerbated by CIH or Amalco.

            


    

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    
      	 	
              (e)

            	
              The
                amount of any Damages subject to indemnification hereunder or of
                any claim
                therefor shall be calculated net of (i) any Tax Benefit enuring to
                CIH, the Corporation, Amalco or any of their Affiliates on account
                of such
                Damages and (ii) any insurance proceeds (net of direct collection
                expenses) received or receivable by CIH, the Corporation, Amalco
                or any of
                their Affiliates on account of such Damages. If CIH or any of its
                Affiliates (including the Parent, the Corporation and/or Amalco)
                receives
                a Tax Benefit after an indemnification payment is made, CIH shall
                promptly
                pay to the Vendor the amount of such Tax Benefit at such time or
                times as
                and to the extent that such Tax Benefit is realized. For purposes
                hereof,
                "Tax
                Benefit"
                means any refund of Taxes paid or reduction in the amount of Taxes
                which
                otherwise would have been paid, in each case computed at the highest
                marginal rates payable by the Corporation or Amalco, as the case
                may be,
                if taxes were payable by the Corporation or Amalco, as the case may
                be.

            


    

     

    
      	 	
              (f)

            	
              CIH
                shall, and shall cause the Corporation, Amalco and their Affiliates
                to,
                seek full recovery under all insurance policies covering any Damages
                to
                the same extent as it would if such Damages were not subject to
                indemnification hereunder. In the event that an insurance recovery
                is made
                by CIH or any of its Affiliates (including the Parent, the Corporation
                and/or Amalco) with respect to any Damages for which CIH has been
                indemnified hereunder, then a refund equal to the aggregate amount
                of the
                recovery (net of all direct collection expenses) shall be made promptly
                to
                the Vendor.

            


    

     

    
      	 	
              (g)

            	
              Notwithstanding
                anything to the contrary contained in this Article 9,
                there shall be no recovery for any Damages by CIH or Amalco under
                this
                Article 9,
                and the Damages shall not be included in meeting the stated monetary
                limitations under Section 9.5,
                to the extent the Damages arise or the amount thereof are increased
                as a
                result of any voluntary act or omission on the part of CIH, the
                Corporation or Amalco after Closing other than any such voluntary
                act or
                omission required in order to comply with any
                Law.

            


    

     

    In
      addition, notwithstanding anything to the contrary contained in this
Article 9,
      there
      shall be no recovery for any Damages by CIH or Amalco under Section 9.2(a)
      or
      Section 9.2(b)
      for any
      item or claim to the extent CIH or Amalco has recovered Damages relating to
      such
      item or claim under Section 9.2(c),
      Section
9.2(d),
      Section
9.2(e),
      Section
9.2(f),
      Section
9.2(g)
      or
      Section 9.2(h).
      Any
      Damages recovered under Section 9.2(c),
      Section
9.2(d),
      Section
9.2(e),
      Section
9.2(f),
      Section
9.2(g)
      or
      Section 9.2(h)
      shall
      not be included in meeting any stated monetary limitations under Section
9.5.

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     

    
      	 	
              (h)

            	
              The
                parties acknowledge and agree that any Damages for which the Vendor
                may be
                liable to indemnify CIH or Amalco pursuant to Section 9.2(a)
                in
                respect of any breach or inaccuracy of any representation or warranty
                in
                Section 3.1(ff)
                or
                pursuant to Section 9.2(d)
                shall be determined on the basis that the aggregate of $1,000,000
                of
                non-capital or capital losses of the Corporation for taxation years
                ending
                on or prior to the Closing Date that have not been deducted by the
                Corporation in computing its taxable income for any taxation year
                ending
                on or prior to the Closing Date will be applied to the maximum extent
                possible to reduce any Taxes assessed or reassessed against the
                Corporation or Amalco for such taxation
                years.

            


    

     

    9.5 Monetary
      Limitations.

     

    
      	 	
              (a)

            	
              The
                Vendor has no liability or obligation with respect to any single
                claim for
                indemnification or otherwise with respect to the matters described
                in
                Section 9.2(a)
                or
                Section 9.2(b)
                unless the amount of the Damages with respect to such claim is greater
                than $50,000.

            


    

     

    
      	 	
              (b)

            	
              The
                Vendor has no obligation to make any payment for Damages for
                indemnification or otherwise with respect to the matters described
                in
                Section 9.2(a)
                or
                Section 9.2(b)
                until the total of all Damages with respect to such matters exceeds
                one
                percent (1.0%) of the $32,500,000, and then only for the amount by
                which
                such Damages exceed one percent (1.0%) of the $32,500,000, up to
                a maximum
                of $3,500,000.

            


    

     

    
      	 	
              (c)

            	
              The
                Vendor's aggregate liability and obligation with respect to all claims
                under or in respect of this Agreement, for indemnification or otherwise
                (except for claims for indemnification or otherwise with respect
                to the
                matters described in Section 9.2(c),
                Section 9.2(d),
                Section 9.2(e),
                Section 9.2(f),
                Section 9.2(g)
                and Section 9.2(h))
                shall not exceed $3,500,000 and the Vendor has no obligation to make
                any
                payment for Damages for indemnification or otherwise with respect
                to the
                matters described in 9.2(a)
                or
                Section 9.2(b)
                once the total of all Damages with respect to such matters exceeds
                $3,500,000.

            


    

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

     

    9.6 Notification.

     

    
      	 	
              (a)

            	
              If
                a Third Party Claim is instituted or asserted against an Indemnified
                Person, the Indemnified Person will promptly notify the Indemnifying
                Party
                in writing of the Third Party Claim. The notice must specify in reasonable
                detail, the identity of the Person making the Third Party Claim and,
                to
                the extent known, the nature of the Damages and the estimated amount
                needed to investigate, defend, remedy or address the Third Party
                Claim.

            


    

     

    
      	 	
              (b)

            	
              If
                an Indemnified Person becomes aware of a Direct Claim, the Indemnified
                Person will promptly notify the Indemnifying Party in writing of
                the
                Direct Claim.

            


    

     

    
      	 	
              (c)

            	
              Upon
                receipt of such notice, the provisions of Section 9.7
                will apply to any Third Party
                Claim.

            


    

     

    9.7 Procedure
      for Third Party Claims.

     

    
      	 	
              (a)

            	
              Upon
                receiving notice of a Third Party Claim, the Indemnifying Party may
                participate in the investigation and defence of the Third Party Claim
                and
                may also elect to assume the investigation and defence of the Third
                Party
                Claim.

            


    

     

    
      	 	
              (b)

            	
              In
                order to assume the investigation and defence of a Third Party Claim,
                the
                Indemnifying Party must give the Indemnified Person written notice
                of its
                election within 30 days of Indemnifying Party's receipt of notice
                of the
                Third Party Claim.

            


    

     

    
      	 	
              (c)

            	
              If
                the Indemnifying Party assumes the investigation and defence of a
                Third
                Party Claim:

            


    

     

    
      	 	
              (i)

            	
              the
                Indemnifying Party will pay for all reasonable costs and expenses
                of the
                investigation and defence of the Third Party Claim except that the
                Indemnifying Party will not, so long as it diligently conducts such
                defence, be liable to the Indemnified Person for any fees of other
                counsel
                or any other expenses with respect to the defence of the Third Party
                Claim, incurred by the Indemnified Person after the date the Indemnifying
                Party validly exercised its right to assume the investigation and
                defence
                of the Third Party Claim; and

            


    

     

    
      	 	
              (ii)

            	
              the
                Indemnifying Party will reimburse the Indemnified Person for all
                reasonable costs and expenses incurred by the Indemnified Person
                in
                connection with the investigation and defence of the Third Party
                Claim
                prior to the date the Indemnifying Party validly exercised its right
                to
                assume the investigation and defence of the Third Party
                Claim.

            


    

     

    
      	 	
              (d)

            	
              If
                the Indemnified Person undertakes the defence of the Third Party
                Claim,
                the Indemnifying Party will not be bound by any determination of
                the Third
                Party Claim or any compromise or settlement of the Third Party Claim
                effected without the consent of the Indemnifying Party (which consent
                may
                not be unreasonably withheld, conditioned or
                delayed).

            


    

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    
      	 	
              (e)

            	
              The
                Indemnifying Party will not be permitted to compromise and settle
                or to
                cause a compromise and settlement of a Third Party Claim without
                the prior
                written consent of the Indemnified Person, which consent may not
                be
                unreasonably withheld, conditioned or delayed,
                unless:

            


    

     

    
      	 	
              (i)

            	
              the
                terms of the compromise and settlement require only the payment of
                money
                for which the Indemnified Person is entitled to full indemnification
                under
                this Agreement and the Indemnifying Party has, to the satisfaction
                of the
                Indemnified Person, acting reasonably, demonstrated its ability to
                make
                such payment; and

            


    

     

    
      	 	
              (ii)

            	
              the
                Indemnified Person is not required to admit any wrongdoing, take
                or
                refrain from taking any action, acknowledge any rights of the Person
                making the Third Party Claim or waive any rights that the Indemnified
                Person may have against the Person making the Third Party
                Claim.

            


    

     

    
      	 	
              (f)

            	
              The
                Indemnified Person and the Indemnifying Party agree to keep the other
                fully informed of the status of any Third Party Claim and any related
                proceedings; provided that failure to do so shall not invalidate
                any claim
                to indemnification made hereunder. If the Indemnifying Party assumes
                the
                investigation and defence of a Third Party Claim, the Indemnified
                Person
                will, at the request and expense of the Indemnifying Party, use its
                reasonable efforts to make available to the Indemnifying Party, on
                a
                timely basis, those employees whose assistance, testimony or presence
                is
                necessary to assist the Indemnifying Party in investigating and defending
                the Third Party Claim. The Indemnified Person shall, at the request
                and
                expense of the Indemnifying Party, make available to the Indemnifying
                Party, or its representatives, on a timely basis all documents, records
                and other materials in the possession, control or power of the Indemnified
                Person, reasonably required by the Indemnifying Party for its use
                solely
                in defending any Third Party Claim which it has elected to assume
                the
                investigation and defence of. The Indemnified Person shall cooperate
                on a
                timely basis with the Indemnifying Party in the defence of any Third
                Party
                Claim.

            


    

     

    
      	 	
              (g)

            	
              No
                claim shall be brought or maintained by CIH, the Purchaser, the Parent,
                the Corporation, Amalco or their successors or permitted assigns
                against
                any partner, officer, director, employee (present or former) of the
                Parent, the Corporation or the Vendor or any Affiliate of the Parent,
                the
                Corporation or the Vendor, and no recourse shall be brought or granted
                against any of them, by virtue of or based upon any alleged
                misrepresentation or inaccuracy in or breach of any of the
                representations, warranties or covenants of the Vendor set forth
                in this
                Agreement or any exhibit or schedule hereto or in the Disclosure
                Letter or
                any certificate delivered
                hereunder.

            


    

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

    

     

    9.8 Exclusion
      of Other Remedies.

     

    Except
      as
      provided in this Section 9.8
      and
      except in the case of fraud, the indemnities provided in Section 9.2
      and
      Section 9.3
      constitute the only remedy of CIH or the Vendor, respectively, against a Party
      in the event of any breach of a representation, warranty, covenant or agreement
      of such Party (or, if such Party is CIH, any breach of a representation,
      warranty, covenant or agreement of the Purchaser) contained in this Agreement.
      The Parties may exercise their rights of termination in Section 8.1
      and
      their rights of indemnity in Section 5.9,
      Section
10.4
      and
      Section 11.3.
      The
      Parties acknowledge that the failure to comply with a covenant or obligation
      contained in this Agreement may give rise to irreparable injury to a Party
      inadequately compensable in damages. Accordingly, a Party may seek to enforce
      the performance of this Agreement by injunction or specific performance upon
      application to a court of competent jurisdiction without proof of actual damage
      (and without requirement of posting a bond or other security). Each of CIH,
      the
      Purchaser and the Vendor expressly waives and renounces any other remedies
      whatsoever, whether at law or in equity, which it would otherwise be entitled
      to
      as against any other Party.

     

    9.9 One
      Recovery.

     

    An
      Indemnified Person is not entitled to double recovery for any claims even though
      they may have resulted from the breach or inaccuracy of, or failure to perform,
      more than one of the representations, warranties, covenants and obligations
      of
      the Indemnifying Party in this Agreement.

     

    9.10 Duty
      to Mitigate.

     

    Nothing
      in this Agreement in any way restricts or limits the general obligation at
      Law
      of an Indemnified Person to make all commercially reasonable efforts to mitigate
      any loss which it may suffer or incur by reason of the breach, inaccuracy or
      failure to perform of any representation, warranty, covenant or obligation
      of
      the Indemnifying Party under this Agreement. If any claim for indemnification
      can be reduced by any recovery, settlement or otherwise under or pursuant to
      any
      insurance coverage, or pursuant to any claim, recovery, settlement or payment
      by
      or against any other Person, the Indemnified Person shall take all commercially
      reasonable steps to enforce such recovery, settlement or payment and the amount
      of any Damages of the Indemnified Person will be reduced by the amount actually
      received by the Indemnified Person as a result thereof.

     

    9.11 Adjustment
      to Purchase Price.

     

    Any
      payment made by the Vendor to CIH under this Article 9
      is a
      dollar-for-dollar decrease in the Purchase Price.

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

    9.12 Indemnification
      by Wolverine Tube, Inc.

     

    Wolverine
      agrees that it shall be jointly and severally liable with the Vendor with
      respect to the Vendor's obligations to indemnify CIH and Amalco under this
      Article 9.

     

    ARTICLE 10

     

    POST-CLOSING
      COVENANTS

     

    10.1 Creation
      of Amalgamated Corporation.  Schedule
      

     

    On
      the
      Closing Date, immediately following Closing, the Purchaser agrees that it will,
      and CIH agrees that it will cause the Purchaser to, (i) commence a
      winding-up of the Parent, convey all of the assets of the Parent to the
      Purchaser and assume all of the liabilities of the Parent, and
      (ii) immediately thereafter, amalgamate with the Corporation to form an
      amalgamated corporation ("Amalco"),
      pursuant to the Amalgamation Agreement and articles of amalgamation in the
      form
      attached at Schedule 10.1.

     

    10.2 Pre-Closing
      Tax Returns

     

    
      	 	
              (a)

            	
              Vendor
                shall prepare, at its own expense and in a manner consistent with
                past
                practice (unless otherwise required by Law) all Tax Returns required
                to be
                filed by Parent and the Corporation after the Closing Date for any
                period
                ending on or prior to the Closing Date (the "Pre-Closing
                Tax Returns").
                CIH shall, and shall cause Parent, the Corporation and Amalco to,
                provide
                all assistance reasonably required by the Vendor in preparing and
                filing
                such Tax Returns.

            


    

     

    
      	 	
              (b)

            	
              Vendor
                shall deliver any such Pre-Closing Tax Return to CIH for its review
                as
                soon as possible but in any event at least 45 days prior to the date
                on
                which such Pre-Closing Tax Return is required to be filed. Unless
                CIH
                objects in good faith to any item of the draft Pre-Closing Tax Return
                and
                delivers notice of such objection, specifying the items in dispute,
                to the
                Vendor within ten (10) days of receiving the draft Pre-Closing Tax
                Return
                in accordance with Section 10.2(c),
                the Pre-Closing Tax Return shall be
                filed.

            


    

     

    
      	 	
              (c)

            	
              In
                the event that CIH objects in good faith to any item of the draft
                Pre-Closing Tax Return, CIH shall so advise the Vendor by delivery
                to the
                Vendor of a notice within ten (10) days after the delivery by the
                Vendor
                to CIH of the draft Pre-Closing Tax Return. CIH and Vendor, each
                acting
                reasonably and in good faith, shall diligently work to resolve all
                items
                in dispute set out in such notice at least two (2) Business Days
                prior to
                the date such Pre-Closing Tax Return is required to be filed. If
                CIH and
                Vendor resolve such items, such Pre-Closing Tax Return, revised to
                reflect
                such resolution, shall be filed. If CIH and Vendor do not resolve
                such
                items at least two (2) Business Days prior to the date such Pre-Closing
                Tax Return is required to be filed, the Pre-Closing Tax Return shall
                be
                finalized by the Auditor whose determination shall be final and binding
                on
                the Parties. In the event the Auditor is unable to make its determination
                prior to the date such Pre-Closing Tax Return is required to be filed,
                the
                form prepared by the Vendor shall be filed and as soon as practicable
                following the determination by the Auditor an amended Pre-Closing
                Tax
                Return will be filed.

            


    

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              CIH
                shall cause Parent or the Corporation, as the case may be, to execute
                and
                file the Pre-Closing Tax Return referred to in Section 10.2(b)
                or
                Section 10.2(c).

            


    

     

    
      	 	
              (e)

            	
              The
                parties agree that, notwithstanding anything to the contrary contained
                herein, the provisions in this Section 10.2
                do
                not apply to the Tax Returns for the Parent or the Corporation for
                the
                year ended December 31, 2007, which were filed on or before June
                30, 2008.
                

            


    

     

    10.3 Access
      to Books and Records

     

    For
      a
      period of six years from the Closing Date or for such longer period as may
      be
      required by Law, CIH will cause the Corporation and/or Amalco to retain all
      original books and records relating to the Corporation existing on the Closing
      Date. So long as any such books and records are retained by the Corporation
      and/or Amalco pursuant to this Agreement, the Vendor has the right to inspect
      and to make copies (at its own expense) of them at any time upon reasonable
      request for any proper purpose and without undue interference to the business
      operations of the Corporation and/or Amalco and CIH shall cause the Corporation
      and/or Amalco to provide the Vendor with access to and copies of such books
      and
      records in accordance with the foregoing.

     

    10.4 Director
      and Officer Indemnification.

     

    For
      a
      period of 5 years after the Closing Date, CIH shall not, and shall not permit
      the Corporation, Amalco or any successor, by amalgamation or otherwise, or
      permitted assigns, to amend, repeal or modify any provision in the Corporation's
      or Amalco's articles of incorporation or by-laws relating to the exculpation
      or
      indemnification of any current or former officer or director (unless required
      by
      law), it being the intent of the Parties that the officers and directors of
      the
      Corporation and of Amalco continue to be entitled to such exculpation and
      indemnification to the full extent of the law. If the Corporation, Amalco or
      any
      successor or assign (i) consolidates or amalgamates with or merges into any
      other Person, or (ii) transfers all or substantially all of its properties
      and assets to any Person, then, and in each such case, proper provisions shall
      be made so that the successors and assigns of the Corporation assume all of
      the
      obligations set forth in this Section 10.4.
      This
      Section 10.4
      is
      intended for the benefit of, and is enforceable by, each current and former
      officer and director of the Corporation and his or her heirs, executors and
      representatives, and are in addition to, and not in substitution for, any other
      rights to indemnification or contribution that any such Person may have had
      by
      contract or otherwise.

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

     

    10.5 Further
      Assurances, Accounts Receivable.

     

    
      	 	
              (a)

            	
              From
                time to time after the Closing Date, each Party will, at the request
                of
                the other Party, execute and deliver such additional conveyances,
                transfers and other assurances as may be reasonably required to
                effectively transfer the Purchased Shares and the Purchased Assets
                and to
                carry out the terms of this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              From
                and after the Closing Date, the Vendor shall not, in any way interfere
                with the collection of the Wolverine Owned Receivables, and Wolverine
                shall, at the request of Black Ice or Amalco, use commercially reasonable
                efforts to assist Black Ice with the collection of the Wolverine
                Owned
                Receivables, provided that Wolverine shall not be required to incur
                any
                third party costs in connection
                therewith.

            


    

     

    10.6 Non-Competition
      - CIH and Affiliates.

     

    
      	 	
              (a)

            	
              Subject
                to the Sales Agency Agreement and to Section 10.6(c),
                from the date of this Agreement, CIH shall not, and CIH shall ensure
                that
                Amalco and any Affiliate of CIH shall not, in each case on its own
                behalf
                or on behalf of or in connection with any other Person, directly
                or
                indirectly, in any capacity whatsoever (including as principal, agent,
                joint venturer, partner, shareholder or other equity holder, independent
                contractor, licensor, licensee, franchiser, franchisee, distributor,
                consultant, supplier or trustee or by and through any Person or
                otherwise):

            


    

     

    
      	 	
              (i)

            	
              canvas
                or solicit the business of (or procure or assist in canvassing or
                soliciting the business of) (i) any Exclusive Customer any where
                in the
                world until the CIH Non-Compete Termination Date, or (ii) any Agency
                Customer in the United States of America or in Mexico in respect
                of any
                Products until December 31, 2010;

            


    

     

    
      	 	
              (ii)

            	
              accept
                (or procure or assist the acceptance of) (i) any business from any
                Exclusive Customer any where in the world until the CIH Non-Compete
                Termination Date, or (ii) any Agency Customer in the United States
                of
                America or in Mexico in respect of any Products until December 31,
                2010;

            


    

     

    
      	 	
              (iii)

            	
              supply
                (or procure or assist the supply of) (i) any goods or services to
                any
                Exclusive Customer any where in the world until CIH Non-Compete
                Termination Date, or (ii) any Agency Customer in the United States
                of
                America or in Mexico in respect of any Products until December 31,
                2010.

            


    

     

    
      
         

      

      
        44

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              Subject
                to Section 10.8(b), Amalco is not subject to Section 10.6(a)
                with respect to the sale of copper plumbing or refrigeration tube
                to any
                Exclusive Customer provided such copper plumbing or refrigeration
                tube is
                delivered to such customer in
                Canada.

            


    

     

    
      	 	
              (c)

            	
              For
                purposes hereof, "Exclusive
                Customer"
                means any business or Person listed on Exhibit II
                to
                this Agreement, any successor thereof and any business or Person
                to whom
                such first-mentioned business or Person or any successor thereof
                transfers
                all or substantially all of its business which uses products manufactured
                by Wolverine Tube, Inc., Amalco or their
                Affiliates.

            


    

     

    
      	 	
              (d)

            	
              For
                purposes hereof, "Agency
                Customer"
                means any business or Person listed on Exhibit III
                to
                this Agreement, any successor thereof and any business or Person
                to whom
                such first-mentioned business or Person or any successor thereof
                transfers
                all or substantially all of its business which uses products manufactured
                by Wolverine Tube, Inc., Amalco or their Affiliates; provided that
                Spinco
                Metal Products, Inc. shall be deemed deleted from
                Exhibit III
                when the letter agreement dated May 12, 2008 (with an effective date
                of
                May 31, 2008) between Spinco Metal Products, Inc. and Wolverine Tube,
                Inc.
                expires and that A.Y. McDonald or W.C. Wood shall be deemed deleted
                from
                Exhibit III
                when such business or Person is, pursuant to the Sales Agency Agreement,
                deemed deleted from Exhibit B to the Sales Agency
                Agreement.

            


    

     

    
      	 	
              (e)

            	
              For
                purposes hereof, "Products"
                means copper tube products manufactured or distributed by Amalco
                at its
                facility in London, Ontario, Canada other than copper plumbing and
                refrigeration products manufactured or distributed by
                Amalco.

            


    

     

    10.7 Copper
      Rod and Bar Products.

     

    From
      the
      date of this Agreement until the seventh (7th)
      anniversary of the Closing Date, CIH shall not, and CIH shall ensure that Amalco
      and any Affiliate of CIH shall not, in each case on its own behalf or on behalf
      of or in connection with any other Person, directly or indirectly, in any
      capacity whatsoever (including as principal, agent, joint venturer, partner,
      shareholder or other equity holder, independent contractor, licensor, licensee,
      franchiser, franchisee, distributor, consultant, supplier or trustee or by
      and
      through any Person or otherwise), manufacture or sell any copper or copper
      alloy
      rod or bar products in Canada, the United States of America or
      Mexico.

     

    10.8 Non
      Competition - Vendor and Affiliates.

     

    
      	 	
              (a)

            	
              Subject
                to Section 10.8(b),
                from the date of this Agreement until the Wolverine Non-Compete
                Termination Date, the Vendor shall not, and the Vendor shall ensure
                that
                its Affiliates (other than Amalco or any of its Subsidiaries, if
                Amalco
                becomes an Affiliate of the Vendor) shall not, in each case on its
                own
                behalf or on behalf of or in connection with any other Person, directly
                or
                indirectly, in any capacity whatsoever (including as principal, agent,
                joint venturer, partner, shareholder or other equity holder, independent
                contractor, licensor, licensee, franchiser, franchisee, distributor,
                consultant, supplier or trustee or by and through any Person or
                otherwise):

            


    

     

    
      
         

      

      
        45

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              canvas
                or solicit the business of (or procure or assist in canvassing or
                soliciting the business of) any Canadian Wholesale Customer in Canada
                or
                any Canadian Industrial Customer in
                Canada;

            


    

     

    
      	 	
              (ii)

            	
              accept
                (or procure or assist the acceptance of) any business from any Canadian
                Wholesale Customer in Canada or any Canadian Industrial Customer
                in
                Canada;

            


    

     

    
      	 	
              (iii)

            	
              supply
                (or procure or assist the supply of) any goods or services to any
                Canadian
                Wholesale Customer in Canada or any Canadian Industrial Customer
                in
                Canada.

            


    

     

    
      	 	
              (b)

            	
              If
                any Exclusive Customer wishes to deal with only one of Amalco or
                Wolverine
                Tube, Inc., then with respect to such Exclusive Customer, Wolverine
                Tube,
                Inc. will not be subject to Section 10.8(a)
                and Amalco will be subject to Section 10.6(a),
                and all copper plumbing or refrigeration tube Wolverine Tube, Inc.
                sells
                to such Exclusive Customer for delivery anywhere in Canada will be
                manufactured or distributed by Amalco and will be sold at prices
                established from time to time by Amalco for such copper plumbing
                or
                refrigeration tube.

            


    

     

    
      	 	
              (c)

            	
              For
                purposes hereof, "Canadian
                Wholesale Customer"
                means any business or Person who purchases copper plumbing or
                refrigeration tube.

            


    

     

    
      	 	
              (d)

            	
              For
                purposes hereof, "Canadian Industrial
                Customer"
                means any business or Person who purchases industrial tube, other
                than any
                such business or Person listed on Exhibit I
                or
                Exhibit II
                and any successor thereof and any business or Person to whom a business
                or
                Person listed in Exhibit I
                or
                Exhibit II or
                any successor thereof transfers all or substantially all of its business
                which uses any product manufactured by Wolverine Tube, Inc. or any
                of its
                Affiliates.

            


    

     

    10.9 Montreal
      Facility.

     

    If,
      at
      any time prior to the Wolverine Non-Compete Termination Date, the Vendor enters
      into an agreement for the sale of the Montreal Facility, the Vendor agrees
      that
      such sale agreement will provide that the purchaser of the Montreal Facility
      and
      any successors or assigns shall not manufacture, distribute or sell any
      plumbing, industrial or refrigeration copper tube products or copper or copper
      alloy plumbing fittings at or from the Montreal Facility until on or after
      the
      seventh (7th)
      anniversary of the Closing Date. In addition, such covenant will be provided
      by
      the purchaser of the Montreal Facility (and will bind its successors and
      assigns) in favour of Amalco provided that Amalco provides a covenant in the
      form of the covenant contained in Section 10.7
      hereof
      to the said purchaser of the Montreal Facility and any successors or assigns
      of
      the purchaser of the Montreal Facility.

     

    
      
         

      

      
        46

        
          

        

      

      
         

      

    

     

    10.10 Portfolio
      Exemption.

     

    Neither
      CIH nor the Vendor shall be in default under Section 10.6,
      Section
10.7
      or
      Section 10.8
      (as
      applicable) by virtue of its holding as a passive investor not more than five
      percent (5%) (including equity interests held by any Persons acting jointly
      or
      in concert with it) of the issued and outstanding equity interests of a Person,
      the equity interests of which are listed on a recognized stock exchange and
      provided it has no other connection whatsoever with such Person.

     

    10.11 Existing
      Contracts or Quotes. Schedule
      

     

    For
      each
      contract or quote listed in Schedule 10.11 
      (all of
      which are contracts or quotes between Wolverine Tube, Inc. and customers),
      from
      and after Closing and until the termination or expiration of such contract
      or
      quote, CIH shall cause Amalco to supply such customers with the products
      referred to in such contract or quote which are currently manufactured by the
      Corporation, in the quantities, at the times and for the prices set out in
      such
      contract or quote. With respect to each such contract or quote, Amalco will
      continue its current practice of billing such customers directly for such
      products.

     

    ARTICLE 11

     

    MISCELLANEOUS

     

    11.1 Notices.

     

    Any
      notice, direction or other communication (each a "Notice")
      given
      regarding the matters contemplated by this Agreement must be in writing, sent
      by
      personal delivery, courier or facsimile (but not by electronic mail) and
      addressed:

     

    
      	 	
              (a)

            	
              to
                the Vendor at:

            


      	 	 	
              c/o
                Wolverine Tube, Inc.

            


      	 	 	
              200
                Clinton Avenue

            


      	 	 	
              Suite
                1000

            


      	 	 	
              Huntsville,
                Alabama

            


      	 	 	
              USA
                35801

            


    

     

    
      	 	
              Attention:

            	
              President

            


    

    
      	 	
              Facsimile:

            	
              256-580-3996

            


    

     

    with
      a
      copy to (which shall not constitute notice):

     

    
      	
            	
               

            	
              
                Stikeman
                  Elliott LLP

                5300
                  Commerce Court West,

                199
                  Bay Street,

                Toronto,
                  Ontario M5L 1B9

              

            

 

    
      	
            	
              Attention:

            	
              Karen
                Jackson and Simon Romano

            


      	 	Facsimile:	416-947-0866


    

     

     

     

    
      
         

      

      
        47

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              to
                the Purchaser or CIH at:

            


      	 	 	 


      	 	 	
              Black
                Ice Capital Corp.

              c/o
                Royal Capital Management Corp.

              4100
                Yonge Street

              Suite
                504

              Toronto,
                Ontario

              Canada
                M2P 2G2

            


    

     

    
      	 	
              Attention:

            	
              Jean
                Noelting

            


    

    
      	 	
              Facsimile:

            	
              416-221-1253

            


    

     

    with
      a
      copy to (which shall not constitute notice):

    
      	 	 	
              
                Fogler,
                  Rubinoff LLP

                95
                  Wellington Street West

                Suite
                  1200

                Toronto-Dominion
                  Centre

                Toronto,
                  Ontario M5J 2Z9

              

            


    

    
       

      
        	
              	
                Attention:

              	
                Michael
                  Slan

              


        
          	 	
                  Facsimile:

                	
                  416-941-8852

                


        

      

    

     

     

    A
      Notice
      is deemed to be delivered and received (i) if sent by personal delivery or
      same-day courier, on the date of delivery if it is a Business Day and the
      delivery was made prior to 4:00 p.m. (local time in the place of receipt) and
      otherwise on the next Business Day, (ii) if sent by overnight courier, on the
      next Business Day, or (iii) if sent by facsimile, on the Business Day following
      the date of confirmation of transmission by the originating facsimile. A Party
      may change its address for service from time to time by providing a Notice
      in
      accordance with the foregoing. Any subsequent Notice must be sent to the Party
      at its changed address. Any element of a Party's address that is not
      specifically changed in a Notice will be assumed not to be changed. Sending
      a
      copy of a Notice to a Party's legal counsel as contemplated above is for
      information purposes only and does not constitute delivery of the Notice to
      that
      Party. The failure to send a copy of a Notice to legal counsel does not
      invalidate delivery of that Notice to a Party.

     

    11.2 Time
      of the Essence.

     

    Time
      is
      of the essence in this Agreement.

     

    
      
         

      

      
        48

        
          

        

      

      
         

      

    

     

    11.3 Brokers.

     

    The
      Vendor shall indemnify and save harmless the Purchaser from and against any
      and
      all claims, losses and costs whatsoever for any fee, commission or other
      remuneration payable or alleged to be payable to any broker, agent or other
      intermediary who purports to act or have acted for the Vendor. CIH shall
      indemnify and save harmless the Vendor from and against any and all claims,
      losses and costs whatsoever for any fee, commission or other remuneration
      payable or alleged to be payable to any broker, agent or other intermediary
      who
      purports to act or have acted for the Purchaser. These indemnities are not
      subject to any of the limitations set out in Article 9.

     

    11.4 Announcements.

     

    No
      press
      release, public statement or announcement or other public disclosure with
      respect to this Agreement or the transactions contemplated in this Agreement
      may
      be made except (i) with the prior written consent of the Vendor and the
      Purchaser, which consent shall not be unreasonably withheld or delayed, or
      (ii)
      where required by Law or a Governmental Entity.

     

    11.5 Third
      Party Beneficiaries.

     

    Except
      as
      otherwise provided in Section 10.4,
      the
      Parties intend that this Agreement will not benefit or create any right or
      cause
      of action in favour of any Person, other than the Parties. Except for the
      directors and officers of the Corporation referred to in Section 10.4,
      no
      Person, other than the Parties, shall be entitled to rely on the provisions
      of
      this Agreement in any action, suit, proceeding, hearing or other forum. The
      Parties reserve their right to vary or rescind the rights, granted by or under
      this Agreement to any Person who is not a Party, at any time and in any way
      whatsoever, without notice to or consent of that Person, including any director
      or officer of the Corporation referred to in Section 10.4.

     

    11.6 Expenses.

     

    Each
      Party will pay for its own costs and expenses incurred in connection with this
      Agreement and the transactions contemplated by them. The fees and expenses
      referred to in this Section are those which are incurred in connection with
      the
      negotiation, preparation, execution and performance of this Agreement, and
      the
      transactions contemplated by this Agreement, including the fees and expenses
      of
      legal counsel, investment advisers and accountants. 

     

    11.7 Amendments.

     

    Subject
      to Section 11.8,
      this
      Agreement may only be amended, supplemented or otherwise modified by written
      agreement signed by the Vendor and the Purchaser.

     

    11.8 Waiver.

     

    No
      waiver
      of any of the provisions of this Agreement will constitute a waiver of any
      other
      provision (whether or not similar). No waiver will be binding unless executed
      in
      writing by the Party to be bound by the waiver. A Party's failure or delay
      in
      exercising any right under this Agreement will not operate as a waiver of that
      right. A single or partial exercise of any right will not preclude a Party
      from
      any other or further exercise of that right or the exercise of any other
      right.

     

    
      
         

      

      
        49

        
          

        

      

      
         

      

    

     

    11.9 Non-Merger.

     

    Except
      as
      otherwise expressly provided in this Agreement, the covenants, representations
      and warranties shall not merge on and shall survive the Closing.

     

    11.10 Entire
      Agreement.

     

    This
      Agreement, together with the Confidentiality Agreement, the Amalgamation
      Agreement, the Transitional Services Agreement, the Sales Agency Agreement
      and
      the Trade-mark Licence Agreement, constitutes the entire agreement between
      the
      Parties with respect to the transactions contemplated by this Agreement and
      supersedes all prior agreements, understandings, negotiations and discussions,
      whether oral or written, of the Parties. There are no representations,
      warranties, covenants, conditions or other agreements, express or implied,
      collateral, statutory or otherwise, between the Parties in connection with
      the
      subject matter of this Agreement, except as specifically set forth in this
      Agreement. The Purchaser has not relied and is not relying on any other
      information (including any information in the Confidential Information
      Memorandum), discussion or understanding in entering into and completing the
      transactions contemplated by this Agreement.

     

    11.11 Successors
      and Assigns.

     

    
      	 	
              (a)

            	
              This
                Agreement becomes effective only when executed by the Vendor, Wolverine,
                the Purchaser, CIH and Black Ice. After that time, it is binding
                on and
                enures to the benefit of the Vendor, Wolverine, the Purchaser, CIH
                and
                Black Ice and their respective successors and permitted
                assigns.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to Section 10.7
                and Section 10.9,
                neither this Agreement nor any of the rights or obligations under
                this
                Agreement are assignable or transferable by any Party without the
                prior
                written consent of the other
                Parties.

            


    

     

    11.12 Invalid
      Provisions.

     

    Each
      of
      the provisions contained in this Agreement is distinct and severable and a
      declaration of invalidity or unenforceability of any such provision or part
      thereof by a court of competent jurisdiction shall not affect the validity or
      enforceability of any other provision hereof. To the extent permitted by
      applicable Law, the Parties waive any provision of law which renders any
      provision of this Agreement invalid or unenforceable in any respect. The Parties
      shall engage in good faith negotiations to replace any provision which is
      declared invalid or unenforceable with a valid and enforceable provision, the
      economic effect of which comes as close as possible to that of the invalid
      or
      unenforceable provision which it replaces.

     

    
      
         

      

      
        50

        
          

        

      

      
         

      

    

     

    11.13 Governing
      Law.

     

    
      	 	
              (a)

            	
              This
                Agreement is governed by and interpreted and enforced in accordance
                with
                the laws of the Province of Ontario and the federal laws of Canada
                applicable therein.

            


    

     

    
      	 	
              (b)

            	
              Each
                Party irrevocably attorns and submits to the non-exclusive jurisdiction
                of
                the Ontario courts situated in the City of Toronto and waives objection
                to
                the venue of any proceeding in such court or that such court provides
                an
                inconvenient forum.

            


    

     

    
      	 	
              (c)

            	
              Each
                of the Vendor, the Purchaser and CIH waives to the fullest extent
                permitted by applicable law any right it may have to a trial by jury
                with
                respect to any action or liability directly or indirectly arising
                out of,
                under or in connection with this Agreement or the transactions
                contemplated by this Agreement. Each of the Vendor, the Purchaser
                and
                CIH:

            


    

     

    
      	 	
              (i)

            	
              certifies
                that no representative, agent or attorney of any other party has
                represented, expressly or otherwise, that such other party would
                not, in
                the event of any such action or liability, seek to enforce the foregoing
                waiver, and

            


    

     

    
      	 	
              (ii)

            	
              acknowledges
                that it has been induced to enter into this Agreement and the transactions
                contemplated by this Agreement, as applicable, by, among other things,
                the
                mutual waivers and certifications in this Section 11.13(c).

            


    

     

    11.14 Counterparts.

     

    This
      Agreement may be executed in any number of counterparts (including counterparts
      by facsimile) and all such counterparts taken together shall be deemed to
      constitute one and the same instrument.

     


    
      
         

      

      
        51

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF
      the
      Parties have executed this Share Purchase Agreement as of the ____ day of July,
      2008.

     

    
      	 	 	 
	 	
              WOLVERINE
                TUBE CANADA LIMITED PARTNERSHIP, by
                its general partner, 3072453
                NOVA SCOTIA COMPANY

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              Authorized
                Signing Officer

            
	 	 


    

    
      	
            	 	 
	 	
              
                WOLVERINE
                  TUBE, INC.

              

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              Authorized
                Signing Officer

            
	 


    

    
      	
            	 	 
	 	
              
                
                  2172945
                    ONTARIO
                    LIMITED

                

              

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              
                Authorized
                  Signing Officer

              

            


    

    
      
        	 	 	 
	
              	 	 
	 	
                
                  
                    
                      COPPER
                        INVESTMENTS HOLDING
                        INC.

                    

                  

                

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                
                  Authorized
                    Signing
                    Officer

                

              


      

    

    
      	 	 	 
	 	 	 
	 	
              BLACK
                ICE CAPITAL CORP.

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              Authorized
                Signing Officer

            
	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    SCHEDULE
      2.6(A)

     

    FEES
      PAID BY THE CORPORATION PRIOR TO MAY 25, 2008

     

    


     

    
      	
              Sector
                3

               

            	 	 	
              Metal
                Appraisal

              
              

            	 	
              $

              
              

            	
              7,412

              
              

            	 
	
              Dovebid

               

            	 	 	
              Building
                Appraisal

              
              

            	 	
              $

              
              

            	
              8,063

              
              

            	 
	
              Cushman

               

            	 	 	
              Real
                Estate Appraisal

              
              

            	 	
              $

              
              

            	
              6,047

              
              

            	 
	
              WSP
                Environmental

               

            	 	 	
              Environmental
                Review

              
              

            	 	
              $

              
              

            	
              2,861

              
              

            	 
	
              Ernst
                & Young

               

            	 	 	
              EBITDA
                Bridge

              
              

            	 	
              $

              
              

            	
              40,000

              
              

            	 
	
              CIT

               

            	 	 	
              Loan
                Fee

              
              

            	 	
              $

              
              

            	
              30,117

              
              

            	 
	
              Merrill
                Comm

               

            	 	 	
              Loan
                Fee

              
              

            	 	
              $

              
              

            	
              113

              
              

            	 
	
              Total

               

            	 	 	 	 	
              $

              
              

            	
              94,613

              
              

            	 


    

    
 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      2.6(C)

     

    PRE-CLOSING
      STEPS

     

    Please
      see attached.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      5.1(b)

    EXCLUDED
      ACCOUNTS RECEIVABLE AS OF CLOSING DATE

     

    
      	 	 	 	 	 	 	
               
                INVOICE AMOUNT

            
	
              CUSTOMER

            	 	
              CCN

            	 	
              INVOICE
                #

            	 	
              CDN
                $

            	
              US
                $

            
	 	 	 	 	 	 	 	 
	
              Alliance
                International

            	 	
              2502

            	 	
              CD
                674973

            	 	
              $272.34
                

            	 
	
              St.
                Jacobs, ON

            	 	 	 	
              CL
                689125

            	 	
              23,039.48

            	 
	 	 	 	 	
              CL
                690067

            	 	
              343.93

            	 
	 	 	 	 	
              CL
                690082

            	 	
              174,737.93

            	 
	 	 	 	 	
              CL
                690408

            	 	
              63,390.60

            	 
	 	 	 	 	
               

            	 	 	 
	
              TOTAL

            	 	 	 	
               

            	 	
              $261,784.28
                

            	 
	 	 	 	 	
               

            	 	 	 
	
              Cello
                Products Inc.

            	 	
              1069

            	 	
              LO
                690505

            	 	
              54,029.80

            	 
	
              Cambridge,
                ON

            	 	 	 	
              LO
                690506

            	 	
              16,070.15

            	 
	 	 	 	 	
              LO
                690507

            	 	
              54,763.59

            	 
	 	 	 	 	
               

            	 	 	 
	
              TOTAL

            	 	 	 	 	 	
              $124,863.54
                

            	 
	 	 	 	 	
               

            	 	 	 
	 	 	 	 	
               

            	 	 	 
	
              Elkhart
                Products Corp

            	 	
              5054

            	 	
              CL
                907090

            	 	 	
              $1,264.88

            
	
              Elkhart,
                IN

            	 	 	 	
              CL
                907091

            	 	 	
              948.32

            
	 	 	 	 	
              CL
                907092

            	 	 	
              2,212.51

            
	 	 	 	 	
              CL
                907093

            	 	 	
              1,813.85

            
	 	 	 	 	
              CL
                907094

            	 	 	
              221.02

            
	 	 	 	 	
              CL
                907095

            	 	 	
              2,209.10

            
	 	 	 	 	
              CL
                907096

            	 	 	
              3,478.04

            
	 	 	 	 	
              EC
                907089

            	 	 	
              1,096.32

            
	 	 	 	 	
              EC
                907097

            	 	 	
              3,908.82

            
	 	 	 	 	
              EC
                907109

            	 	 	
              2,788.16

            
	 	 	 	 	
              EC
                688194

            	 	 	
              99,919.79

            
	 	 	 	 	
              EC
                688371

            	 	 	
              33,403.34

            
	 	 	 	 	
              EC
                688374

            	 	 	
              49,578.31

            
	 	 	 	 	
              EC
                688375

            	 	 	
              19,389.19

            
	 	 	 	 	
              EC
                688377

            	 	 	
              17,968.83

            
	 	 	 	 	
              EC
                688638

            	 	 	
              46,045.19

            
	 	 	 	 	
              EC
                688755

            	 	 	
              100,285.91

            
	 	 	 	 	
              EC
                689114

            	 	 	
              27,037.59

            
	 	 	 	 	
              EC
                689313

            	 	 	
              101,282.51

            
	 	 	 	 	
              EC
                689474

            	 	 	
              15,594.31

            
	 	 	 	 	
              EC
                689477

            	 	 	
              2,945.09

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 	 	 	 	
               
                INVOICE AMOUNT

            	 
	
              CUSTOMER

            	 	
              CCN

            	 	
              INVOICE
                #

            	 	
              CDN
                $

            	
              US
                $

            
	
              Elkhart
                (cont'd)

            	 	 	 	 	 	 	 
	 	 	 	 	
              EC
                689479

            	 	 	
              8,713.25

            
	 	 	 	 	
              EC
                689833

            	 	 	
              8,453.47

            
	 	 	 	 	
              EC
                689829

            	 	 	
              22,710.22

            
	 	 	 	 	
              EC
                689831

            	 	 	
              39,727.71

            
	 	 	 	 	
              EC
                689832

            	 	 	
              18,762.12

            
	 	 	
              5054

            	 	
              EC
                689871

            	 	 	
              12,499.23

            
	 	 	 	 	
              EC
                689872

            	 	 	
              14,481.13

            
	 	 	 	 	
              EC
                689873

            	 	 	
              4,952.65

            
	 	 	 	 	
              EC
                689874

            	 	 	
              8,429.22

            
	 	 	 	 	
              EC
                689876

            	 	 	
              4,895.95

            
	 	 	 	 	
              EC
                689877

            	 	 	
              4,826.35

            
	 	 	 	 	
              EC
                689941

            	 	 	
              14,889.23

            
	 	 	 	 	
              EC
                689983

            	 	 	
              1,224.56

            
	 	 	 	 	
              EC
                689984

            	 	 	
              9,510.78

            
	 	 	 	 	
              EC
                690028

            	 	 	
              4,840.37

            
	 	 	 	 	
              EC
                690029

            	 	 	
              5,363.71

            
	 	 	 	 	
              LO
                690036

            	 	 	
              12,759.46

            
	 	 	 	 	
              EC
                690130

            	 	 	
              12,125.87

            
	 	 	 	 	
              EC
                690131

            	 	 	
              5,718.80

            
	 	 	 	 	
              EC
                690132

            	 	 	
              10,763.04

            
	 	 	 	 	
              EC
                690133

            	 	 	
              3,306.65

            
	 	 	 	 	
              EC
                690174

            	 	 	
              5,338.52

            
	 	 	 	 	
              EC
                690175

            	 	 	
              3,278.83

            
	 	 	 	 	
              EC
                690176

            	 	 	
              4,250.50

            
	 	 	 	 	
              EC
                690240

            	 	 	
              13,502.60

            
	 	 	 	 	
              EC
                690241

            	 	 	
              20,440.75

            
	 	 	 	 	
              EC
                690243

            	 	 	
              8,954.65

            
	 	 	 	 	
              EC
                690244

            	 	 	
              1,397.64

            
	 	 	 	 	
              EC
                690246

            	 	 	
              7,141.13

            
	 	 	 	 	
              EC
                690148

            	 	 	
              5,183.73

            
	 	 	 	 	
              EC
                690239

            	 	 	
              15,994.42

            
	 	 	 	 	
              EC
                690242

            	 	 	
              10,751.25

            
	 	 	 	 	
              EC
                690245

            	 	 	
              21,770.28

            
	 	 	 	 	
              EC
                690247

            	 	 	
              10,131.48

            
	 	 	 	 	
              EC
                690249

            	 	 	
              7,237.60

            
	 	 	 	 	
              EC
                690250

            	 	 	
              11,437.31

            
	 	 	 	 	
              EC
                690251

            	 	 	
              13,832.23

            
	 	 	 	 	
              EC
                690292

            	 	 	
              4,596.61

            
	 	 	 	 	
              EC
                690293

            	 	 	
              9,799.22

            
	 	 	 	 	
              EC
                690294

            	 	 	
              15,478.65

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 	 	
               

            	 	
               
                INVOICE AMOUNT

            	 
	
              CUSTOMER

            	 	
              CCN

            	 	
              INVOICE
                #

            	 	
              CDN
                $

            	
              US
                $

            
	
              Elkhart
                (cont'd)

            	 	 	 	
              EC
                690297

            	 	 	
              8,440.07

            
	 	 	 	 	
              EC
                690355

            	 	 	
              2,677.81

            
	 	 	 	 	
              EC
                690356

            	 	 	
              5,006.21

            
	 	 	 	 	
              EC
                690357

            	 	 	
              3,836.66

            
	 	 	 	 	
              EC
                690360

            	 	 	
              2,662.46

            
	 	 	 	 	
              EC
                690361

            	 	 	
              4,800.22

            
	 	 	 	 	
              EC
                690362

            	 	 	
              2,232.54

            
	 	 	 	 	
              EC
                690416

            	 	 	
              4,004.54

            
	 	 	 	 	
              EC
                690498

            	 	 	
              26,830.88

            
	 	 	 	 	
              EC
                690499

            	 	 	
              8,755.82

            
	 	 	 	 	
              EC
                690500

            	 	 	
              2,470.89

            
	 	 	 	 	
              EC
                690501

            	 	 	
              3,721.95

            
	 	 	
              5054

            	 	
              EC
                690502

            	 	 	
              8,041.52

            
	 	 	 	 	
              EC
                690503

            	 	 	
              7,107.07

            
	 	 	 	 	
              EC
                690504

            	 	 	
              6,701.33

            
	 	 	 	 	
              EC
                690532

            	 	 	
              10,390.38

            
	 	 	 	 	
              LO
                690544

            	 	 	
              12,303.20

            
	 	 	 	 	
              EC
                690558

            	 	 	
              7,310.05

            
	 	 	 	 	
              EC
                690593

            	 	 	
              7,026.57

            
	 	 	 	 	
              EC
                690594

            	 	 	
              7,137.12

            
	 	 	 	 	
              EC
                690595

            	 	 	
              9,134.11

            
	 	 	 	 	
              EC
                690596

            	 	 	
              35,635.62

            
	 	 	 	 	
              EC
                690597

            	 	 	
              13,383.12

            
	 	 	 	 	
              EC
                690598

            	 	 	
              3,686.12

            
	 	 	 	 	
              EC
                690599

            	 	 	
              18,378.78

            
	 	 	 	 	
              EC
                690609

            	 	 	
              1,967.61

            
	 	 	 	 	
              EC
                690610

            	 	 	
              4,934.94

            
	 	 	 	 	
              EC
                690634

            	 	 	
              4,058.42

            
	 	 	 	 	
              EC
                690678

            	 	 	
              3,398.55

            
	 	 	 	 	
              EC
                690693

            	 	 	
              14,028.06

            
	 	 	 	 	
              EC
                690733

            	 	 	
              4,671.38

            
	 	 	 	 	
              EC
                690734

            	 	 	
              5,919.98

            
	 	 	 	 	
              EC
                690765

            	 	 	
              10,261.62

            
	 	 	 	 	
              EC
                690766

            	 	 	
              6,374.27

            
	 	 	 	 	
              EC
                690796

            	 	 	
              13,616.81

            
	 	 	 	 	
              LO
                690893

            	 	 	
              12,743.98

            
	 	 	 	 	
              EC
                690947

            	 	 	
              49,834.78

            
	 	 	 	 	
              EC
                690948

            	 	 	
              19,043.76

            
	 	 	 	 	
              EC
                690949

            	 	 	
              36,641.78

            
	 	 	 	 	
              EC
                690950

            	 	 	
              5,087.14

            
	 	 	 	 	
               

            	 	 	 
	
              TOTAL

            	 	 	 	 	 	 	
              $1,367,120.37

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 	 	 	 	
               
                INVOICE AMOUNT

            	 
	
              CUSTOMER

            	 	
              CCN

            	 	
              INVOICE
                #

            	 	
              CDN
                $

            	
              US
                $

            
	
              Wolseley
                Canada, Inc.

            	 	 	 	
              CL
                689506

            	 	
              $17,600.46
                

            	 
	
              Laval,
                QC

            	 	 	 	
              Cl
                689778

            	 	
              43,433.27

            	 
	 	 	 	 	
              CL
                689780

            	 	
              133,755.12

            	 
	 	 	 	 	
              CL
                689878

            	 	
              6,929.46

            	 
	 	 	 	 	
              CL
                689880

            	 	
              5,952.21

            	 
	 	 	 	 	
              CL
                689918

            	 	
              16,080.03

            	 
	 	 	 	 	
              CL
                689949

            	 	
              692.96

            	 
	 	 	 	 	
              CL
                689950

            	 	
              5,134.64

            	 
	 	 	 	 	
              CL
                689951

            	 	
              4,947.81

            	 
	 	 	 	 	
              CL
                689957

            	 	
              8,526.21

            	 
	 	 	 	 	
              CL
                689958

            	 	
              25,623.44

            	 
	 	 	 	 	
              CL
                689959

            	 	
              8,298.77

            	 
	 	 	 	 	
              CL
                689963

            	 	
              10,083.49

            	 
	 	 	 	 	
              CL
                689965

            	 	
              5,289.10

            	 
	 	 	 	 	
              CL
                689966

            	 	
              12,955.59

            	 
	 	 	 	 	
              CL
                690015

            	 	
              41,360.30

            	 
	 	 	 	 	
              CL
                690018

            	 	
              59,484.11

            	 
	 	 	 	 	
              CL
                690021

            	 	
              40,996.47

            	 
	 	 	 	 	
              CL
                690633

            	 	
              420.57

            	 
	 	 	 	 	
              CL
                690643

            	 	
              5,395.09

            	 
	 	 	 	 	
              CL
                690646

            	 	
              4,701.42

            	 
	 	 	 	 	
              CL
                690647

            	 	
              14,064.24

            	 
	 	 	 	 	
              CL
                690664

            	 	
              69,104.75

            	 
	 	 	 	 	
              CL
                690699

            	 	
              2,018.74

            	 
	 	 	 	 	
              CL
                690704

            	 	
              1,202.22

            	 
	 	 	 	 	
              CL
                690705

            	 	
              3,639.27

            	 
	 	 	 	 	
              CL
                690721

            	 	
              13,160.26

            	 
	 	 	 	 	
              CL
                690725

            	 	
              11,875.17

            	 
	 	 	 	 	
              CL
                690727

            	 	
              12,366.83

            	 
	 	 	 	 	
              CL
                690822

            	 	
              1,345.84

            	 
	 	 	 	 	
              CL
                690834

            	 	
              3,051.81

            	 
	 	 	 	 	
              CL
                690958

            	 	
              18,447.34

            	 
	 	 	 	 	
              CL
                690986

            	 	
              8,116.20

            	 
	 	 	 	 	
              CL
                691002

            	 	
              24,183.15

            	 
	 	 	 	 	
              CL
                691006

            	 	
              12,227.72

            	 
	 	 	 	 	
              CL
                690671

            	 	
              38,615.88

            	 
	 	 	 	 	
              CL
                690980

            	 	
              12,830.45

            	 
	 	 	 	 	
              CL
                690981

            	 	
              2,371.72

            	 
	 	 	 	 	
              CL
                69068

            	 	
              1,088.90

            	 
	 	 	 	 	
              CL
                690076

            	 	
              9,901.54

            	 
	 	 	 	 	
               

            	 	 	 
	
              TOTAL

            	 	 	 	
               

            	 	
              $717,272.55
                

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	 	 	 	
               

            	 	
               
                INVOICE AMOUNT

            	 
	
              CUSTOMER

            	 	
              CCN

            	 	
              INVOICE
                #

            	 	
              CDN
                $

            	
              US
                $

            
	 	 	 	 	
               

            	 	 	 
	
              W.C.
                Wood Co. Ltd.

            	 	 	 	
              LO
                690813

            	 	 	
              $65,942.23
                

            
	
              Guelph,
                ON

            	 	 	 	
              LO
                690814

            	 	 	
              27,360.22

            
	 	 	 	 	
               

            	 	 	 
	
              TOTAL

            	 	 	 	
               

            	 	 	
              $93,302.45
                

            


    

    


     

    


     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            	 	 	 
	 	 	 


          

          


        

      

    



    SCHEDULE
      10.1 

     

    AMALGAMATION
      AGREEMENT
      AND

     

    ARTICLES
      OF AMALGAMATION

     

    See
      attached.

     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            	 	 	 
	 	 	 


          

          


        

      

    



    SCHEDULE
      10.11 

     

    EXISTING
      CONTRACTS AND
      QUOTES

     

    See
      attached.

     

    


     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            	 	 	 
	 	 	 


          

          


        

      

    



    EXHIBIT
      I 

     

    Exclusions
      from Canadian Customers

     

    
      	
              1.

            	
              Mestek

            


    

     

    
      	
              2.

            	
              Camus
                Hydronics

            


    

     

    
      	
              3.

            	
              Thermohydronics

            


    

     

    
      	
              4.

            	
              Chilcon

            


    

     

    
      	
              5.

            	
              Koolair

            


    

     

    
      	
              6.

            	
              KeepRite
                Heating and Cooling Products

            


    

     

    


     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            	 	 	 
	 	 	 


          

          


        

      

    



    EXHIBIT
      II 

     

    Exclusive
      Customers

     

    
      	
              1.

            	
              Trane
                Inc.

            


    

     

    
      	
              2.

            	
              Carrier
                Corporation

            


    

     

    
      	
              3.

            	
              Johnson
                Controls Inc.

            


    

     

    
      	
              4.

            	
              Goodmans

            


    

     

    
      	
              5.

            	
              General
                Electric

            


    

     

    
      	
              6.

            	
              Whirlpool

            


    

     

    
      	
              7.

            	
              Electrolux

            


    

     

    
      	
              8.

            	
              Emerson

            


    

     

    
      	
              9.

            	
              Rheem

            


    

     

    


     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            	 	 	 
	 	 	 


          

          


        

      

    



    EXHIBIT
      III 

     

    AGENCY
      CUSTOMERS

     

    


     

    


     

    
      	
              1.

            	
              A.Y.
                McDonald

            


    

     

    
      	
              2.

            	
              Ryerson-Tull

            


    

     

    
      	
              3.

            	
              Diversified
                Heat Transfer

            


    

     

    
      	
              4.

            	
              Ingersol
                Rand Company and all of its Affiliates (Trane, Home Depot Supply,
                ThermoKing, Map Industries)

            


    

     

    
      	
              5.

            	
              J.M.
                Fry

            


    

     

    
      	
              6.

            	
              Luvata

            


    

     

    
      	
              7.

            	
              The
                CES Group (Temtrol, Mammoth, Webco, Nordyne, Nortek, Hunt Air,
                Ventrol)

            


    

     

    
      	
              8.

            	
              PVI
                Industries

            


    

     

    
      	
              9.

            	
              Refrigeration
                Research

            


    

     

    
      	
              10.

            	
              Spinco
                Metal Products, Inc.

            


    

     

    
      	
              11.

            	
              Turbotec

            


    

     

    
      	
              12.

            	
              W.C.
                Wood

            


    

     

    
      	
              13.

            	
              I.E.C.
                (now Thermocline)

            


    

     

    
      	
              14.

            	
              Koax

            


    

     

    
      	
              15.

            	
              Dayco