ex10-2.htm


    Exhibit 10.2

    STOCK PURCHASE
AGREEMENT

    


    BY
AND AMONG

    


    ASTEC
INDUSTRIES, INC.

    


    DOUBLE
L INVESTMENTS, INC.

    


    AND

    


    THE
"SELLERS" REFERRED TO HEREIN

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    STOCK
PURCHASE
AGREEMENT

    


    


    This Stock Purchase Agreement ("Agreement") is made and
entered into as of August 5, 2008, by and among ASTEC INDUSTRIES,
INC., a Tennessee corporation ("Buyer"),
DOUBLE L INVESTMENTS,
INC., a
Wisconsin corporation (the "Company"), and each of the
stockholders of the Company listed on Schedule 1 hereto
(each such stockholder referred to herein as a "Seller" and collectively as the
"Sellers

    


    RECITALS

    


    The
Company is a holding company owning in fee simple certain real property,
buildings and improvements, cranes, fixtures and other personal property used by
Dillman Equipment, Inc. and more particularly described on Exhibit A attached
hereto (the "Business
Property") and certain other parcels of property unrelated to the
operations of Dillman Equipment, Inc. and more particularly described on Exhibit B attached
hereto (the "Excluded
Property" and together with the Business Property, the "Property").

    


    Sellers own all of the shares of the capital stock of
the Company (the "Stock").

    


    Sellers desire to sell, and Buyer
desires to purchase, the Stock for the consideration and on the
terms set forth in this Agreement.

    


    AGREEMENT

    


    The parties, intending to be legally bound, agree as
follows:

    


    ARTICLE 1.  DEFINITIONS

    


    For purposes of this Agreement, the following terms
have the meanings specified or referred to in this Article
1:

    


    "Agreement"—this Stock Purchase
Agreement.

    


    "Balance Sheet"— as defined in
Article
4.18(a)(i).

    


    "Best Efforts"—the efforts that
a prudent Person desirous of achieving a result would use in
similar circumstances to help ensure that such result is achieved as
expeditiously as possible; provided, however, that an obligation to use Best Efforts under this Agreement does not require
the Person subject to that obligation to take actions that would
result in a materially adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions.

    


    "Bruce Dillman Note"—that
certain Single Payment Note dated January 30, 2001 in the original principal
amount of $900,000 by and between the Company as maker and Bruce A. Dillman as
payee.

    


    "Business Property"—the
property described on Exhibit A attached
hereto.

    


    "Buyer"—as defined in the first
paragraph of this Agreement.

    


    "Buyer Indemnified Persons"—as
defined in Article 10.2.

    


    "Buyer's Closing
Certificate"-as defined in Article
2.5(d)(ii).

    


    "Buyer's Closing Documents"—as
defined in Article 5.2(a).

    


    "Buyer's Tax Returns"-as
defined in Article
2.6(d).

    


    "Closing"—as defined in Article
2.4(a).

    


    "Closing Balance Sheet" -as
defined in Article 2.2

    


    "Closing Date"— as defined in
Article 2.4(a)

    


    "Company"—Double L Investments,
Inc., a Wisconsin corporation.

    


    "Company's Closing Certificate"
–as defined in Article
2.5(b).

    


    "Company's Closing Documents"-
as defined in Article
4.2(a).

    


    "Company Financial Statements"—
as defined in Article
4.18(a).

    


    "Company Indebtedness"— means,
whether recourse is secured by or is otherwise available against all or only a
portion of the Company’s assets, and whether or not contingent, (i) all
obligations of the Company for borrowed money, whether current, funded, secured
or unsecured, and every obligation of the Company evidenced by bonds,
debentures, notes or similar instruments, (ii) all indebtedness of the Company
for the deferred purchase price of property or services (other than trade
payables incurred in the ordinary course of business), (iii) all indebtedness of
the Company created or arising under any conditional sale or other title
retention agreement with respect to property acquired by the Company (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (iv)
all indebtedness of the Company secured by a lien to secure all or part of the
purchase price of the property subject to such mortgage or lien, (v) all
obligations under leases which have been or must be, in accordance with
historical accounting practices of the Company, recorded as capital leases in
respect of which the Company is liable as lessee, (vi) any liability of the
Company in respect of banker’s acceptances or letters of credit, (vii) all
interest, fees and other expenses owed with respect to the indebtedness referred
to above, and (viii) all indebtedness referred to above which is directly or
indirectly guaranteed by the Company or which the Company has agreed
(contingently or otherwise) to purchase or otherwise acquire or in respect of
which it has otherwise assured a creditor against loss.

    


    "Consent"—any approval,
consent, ratification, waiver, or other authorization (including any Governmental Authorization).

    


    "Contemplated Transactions"—all
of the transactions contemplated by this Agreement to occur at
Closing, including:

    


    (a)           the
sale by Sellers to Buyer and the purchase by Buyer from Sellers of the Stock;

    


    (b)           the
performance by Buyer and Sellers of their
respective covenants and obligations under this Agreement at or
prior to Closing;

    


    (c)           Buyer's acquisition of the Stock; and

    


    (d)           the
performance (including performance by Persons who are not
parties) or occurrence of the actions, transactions, events or obligations
necessary to satisfy the conditions set forth in Articles 7 and 8.

    


    "Contract"—any agreement or
contract that is legally binding.

    


    "Damages"—as defined in Article 10.2.

    


    "Defect"—as defined in Article
3.4(c).

    


    "Dillman Real Estate"—as
defined on Exhibit
A.

    


    "Dillman Stock Purchase
Agreement"—the agreement by and among Buyer, Dillman Equipment, Inc. and
the stockholders of Dillman Equipment, Inc. for the sale of all the shares of
the capital stock of Dillman Equipment, Inc. to Buyer.

    


    "Encumbrance"—any charge,
claim, condition, equitable interest, lien, option, pledge, security interest,
right of first refusal, or restriction of any kind, including any restriction on
use, voting, transfer, receipt of income, or exercise of any other attribute of
ownership.

    


    "Environment"—soil, land
surface or subsurface strata, surface waters (including navigable waters, ocean
waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking
water supply, stream sediments, ambient air (including indoor air), plant and
animal life, and any other environmental medium or natural
resource.

    


    "Environmental, Health, and Safety
Liabilities"—any cost, damages, expense, liability, obligation, or other responsibility arising from or under
Environmental Law or Occupational Safety and Health Law and consisting of or relating
to:

    


    (a)           any
environmental, health, or safety matters or conditions (including on-site or
off-site contamination, occupational safety and health, and regulation of
chemical substances or products);

    


    (b)           fines,
penalties, judgments, awards, settlements, legal or administrative proceedings,
damages, losses, claims, demands and response, investigative, remedial, or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law;

    


    (c)           financial
responsibility under Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any investigation,
cleanup, removal, containment, or other remediation or response
actions ("Cleanup") required by
applicable Environmental Law or Occupational Safety and Health Law; or

    


    (d)           any
other compliance, corrective, investigative, or remedial measures
required under Environmental Law or Occupational Safety and Health Law.

    


    The terms "removal," "remedial," and "response
action," include the types of activities covered by the United
States Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., as amended ("CERCLA").

    


    "Environmental Law"— any Legal Requirement in effect as of the Effective
Closing Date that requires or relates to (a) Releases or Threatened Releases of
Hazardous Materials into the Environment, (b) pollution or protection of the
Environment or (c) the manufacture, handling, transport, use, treatment,
storage, or disposal of Hazardous Materials, other than relating to workers
safety, useful products or materials manufactured, distributed or sold by the
Company.

    


    "ERISA"—the Employee Retirement Income Security Act of 1974 or any successor
law, and regulations and rules issued pursuant to that Act or any successor
law.

    


    "ESA"—as defined in Article
3.4(b).

    


    "Excluded Property"—the
property described on Exhibit B attached
hereto.

    


    "Facilities Inspection
Notice"—as defined in Article
3.4(c).

    


    "GAAP"—generally accepted accounting principles of the United States.

    


    "Governmental
Authorization"—any approval, consent, license, permit,
waiver, or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental
Body.

    


    "Governmental
Body"—any:

    


    (a)           nation,
state, county, city, town, or other governmental jurisdiction to the extent
having valid governmental authority; and

    


    (b)           federal,
state, local, municipal, foreign, or other government and any recognized agency,
branch, court or department thereof.

    


    "Hazardous
Activity"—the distribution, generation, handling, importing, management,
manufacturing, processing, production, refinement, release,
storage, transfer, transportation, treatment, or use (including any withdrawal
or other use of groundwater) of Hazardous Materials in, on,
under, about, or from a property or any part thereof into the Environment.

    


    "Hazardous Materials"—any waste
or other substance that is listed, defined, designated, or classified as, or
otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a
contaminant under or pursuant to any Environmental
Law, including any admixture or solution thereof, and specifically including
petroleum and all derivatives thereof or synthetic substitutes therefor and
asbestos or asbestos-containing materials.

    


    "Hendrickson Agreement"- that
certain Agreement Regarding Conveyance of Real Estate by and between Brian
Dillman ("Dillman") and Chris Hendrickson ("Hendrickson") dated December 23,
2004 as amended by that certain Amendment Agreement by and between Dillman and
Hendrickson dated March 19, 2008 as to Dillman and June 10, 2008 as to
Hendrickson.

    


    "Income Taxes"—federal, state,
local or foreign income or franchise Taxes or other Taxes measured in whole or
in part by income and any interest and penalties or additions
thereon.

     

    "Inspections"—as defined in
Article
3.4(a).

    


    "IRC"—the Internal Revenue Code of 1986 or any successor law, and regulations
issued by the IRS pursuant to the Internal Revenue
Code or any successor law.

    


    "IRS"—the United
States Internal Revenue Service or any successor agency, and, to the extent
relevant, the United States Department of the
Treasury.

    


    "Knowledge"—an individual will
be deemed to have "Knowledge" of a particular
fact or other matter if such individual is actually aware of such fact or other
matter; provided, however, that the Company will be deemed to have "Knowledge"
of a particular fact or other matter if any current director or officer of the
Company has, or at any time had, actual knowledge of such fact or other
matter.

    


    "Legal
Requirement"—any federal, state, local, municipal, foreign,
international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute, or
treaty.

    


    "Liability"—means any liability or obligation, whether known or unknown, asserted or
unasserted, absolute or contingent, accrued or unaccrued, liquidated or
unliquidated and whether due or to become due, regardless of when
asserted.

    


    "Material Adverse Effect"—a material adverse effect on the financial condition or business
relationships of the Company taken as a whole; provided, however, that in
determining whether a Material Adverse Effect has occurred, any effect to the
extent attributable to the following shall not be considered:  (a)
changes in applicable law or regulations or in prevailing interest rates; (b)
changes in general economic conditions in the United States or in the industry
in which the Company and its Subsidiaries operate; (c) any actions required to
be taken or prohibited pursuant to the terms of this Agreement; and (d) any
effects resulting from a public announcement of this Agreement.

    


    "Occupational Safety and Health
Law"—any Legal Requirement designed to provide safe and
healthful working conditions and to reduce occupational safety and health
hazards, and any program, whether governmental or private (including those
promulgated or sponsored by industry associations and insurance companies),
designed to provide safe and healthful working conditions.

    


    "Order"—any award, decision,
injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made,
or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator.

    


    "Ordinary Course of
Business"—an action taken by a Person will be deemed to
have been taken in the "Ordinary Course of Business" only
if:

    


    (a)           such
action is consistent with the past practices of such Person and
is taken in the ordinary course of the normal day-to-day operations of such Person; and

    


    (b)           such
action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons
exercising similar authority).

    


    "Organizational Documents" —(a)
the charter or articles or certificate of incorporation and the bylaws of a
corporation; (b) the articles or certification of formation or
organization of a limited liability company and the operating
agreement or equivalent of a limited liability company agreement;
(c) the partnership agreement and any statement of partnership of
a general partnership; (d) the limited partnership agreement and
the certificate of limited partnership of a limited partnership; (e) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (f) any amendment to any of the foregoing.

    


    "Permitted Exceptions"—as
defined in Article
4.5.

    


    "Person"—any individual,
corporation (including any non-profit corporation), general or limited
partnership, limited liability company, joint venture, estate,
trust, association, organization, labor union, or other entity or Governmental Body.

    


    "Preclosing Balance Sheet"—as
defined in Article
2.2.

    


    "Proceeding"—any action,
arbitration, audit, hearing, litigation, or suit (whether civil, criminal,
administrative, investigative, or informal) commenced, brought, conducted, or
heard by or before, or otherwise involving, any Governmental Body
or arbitrator.

    


    "Property"—the property
described on Exhibits A and B attached hereto.

    


    "Property Interest" or "Property Interests"—as defined
in Article 4.14(a).

    


    "Related Person"—with respect
to a particular individual:

    


    (a)           each
other member of such individual's Family;

    


    (b)           any
Person in which such individual or members of such individual's
family hold (individually or in the aggregate) material interest (other than the
Company or Dillman Equipment, Inc.).

    


    (c)           any
Person with respect to which such individual or one or more
members of such individual's Family serves as a director,
officer, partner, executor, or trustee (or in a similar capacity) (other than
the Company or Dillman Equipment, Inc.).

    


    With respect to a specified Person other than an
individual:

    


    (a)           any
Person that directly or indirectly controls, is directly or
indirectly controlled by, or is directly or indirectly under common control with
such specified Person;

    


    (b)           any
Person that holds a material interest in such specified Person;

    


    (c)           each
Person that serves as a director, officer, partner, executor, or
trustee of such specified Person (or in a similar
capacity);

    


    (d)           any
Person in which such specified Person holds a
material interest;

    


    (e)           any
Person with respect to which such specified Person
serves as a general partner or a trustee (or in a similar capacity);
and

    


    (f)           any
Related Person of any individual described in clause (b) or (c).

    


    For purposes of this definition, (a) the "Family" of
an individual includes (i) the individual, (ii) the individual's
spouse, (iii) any other natural person who is related to the
individual or the individual's spouse within the second degree, and (iv) any other natural person who resides with such individual, and
(b) "Material Interest" means direct or indirect beneficial
ownership (as defined in Rule 13d-3 under the 1934 Act and
Regulations of voting securities or other voting interests representing at least
five percent (5%) of the outstanding voting power of a Person or
equity securities or other equity interests representing at least five percent
(5%) of the outstanding equity securities or equity interests in a Person.

    


    "Release"—any spilling,
leaking, emitting, discharging, depositing, escaping, leaching, dumping, or
other releasing into the Environment, whether intentional or
unintentional, excluding any Release pursuant to and permitted by
any Governmental Authorization.

    


    "Representative"—with respect
to a particular Person, any director, officer, employee, agent,
consultant, advisor, or other representative of such Person,
including legal counsel, accountants, and financial advisors.

    


    "Securities
Act"—the Securities Act of 1933, as
amended, or any successor law, and regulations and rules issued pursuant to that
Act or any successor law.

    


    "Sellers"—as
defined in the first paragraph of this Agreement.

    


    "Sellers' Closing Certificate"—as
defined in Article
2.5(a)(i).

    


    "Sellers' Closing Documents"—as defined in Article 4.2(c).

    


    "Sellers' Representative"—Brian Dillman.

    


    "Seller's Tax Returns"- as
defined in Article
2.6(d).

    


    "Stock"—as
defined in the Recitals of this Agreement.

    


    "Stock Purchase Price"—as defined in
Article
2.3.

    


    "Subsidiary"—with respect to
any Person (the "Owner"), any corporation or
other Person of which securities or other interests having the
power to elect a majority of that corporation's or other Person's
board of directors or similar governing body, or otherwise having the power to
direct the business and policies of that corporation or other Person (other than securities or other interests having such power
only upon the happening of a contingency that has not occurred) are held by the
Owner or one or more of its Subsidiaries; when
used without reference to a particular Person, "Subsidiary"
means a Subsidiary of the Company.

    


    "Tax"—any Tax (including any
income tax, franchise tax, capital gains tax, gross receipts tax, value added
tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use
tax, property tax, business tax, withholding tax or payroll tax), levy,
assessment, tariff, duty (including any customs duty), deficiency or fee, and
any related charge or amount (including any fine, penalty or interest), imposed,
assessed or collected by or under the authority of any Governmental
Body.

    


    "Tax Return"—any return
(including any information return), report, statement, schedule, notice, form,
or other document or information filed with or submitted to, or required to be
filed with or submitted to, any Governmental Body in connection
with the determination, assessment, collection, or payment of any Tax or in
connection with the administration, implementation, or enforcement of or
compliance with any Legal Requirement relating to any
Tax.

    


    "Threat of
Release"—a substantial likelihood of a Release that may
require action in order to prevent or mitigate damage to the Environment that may result from such Release.

    


    "Threatened"—a claim, Proceeding, dispute, action, or other matter will be deemed to have
been "Threatened" if any demand or statement has been made
(orally or in writing) or any notice has been given (orally or in writing), that
would lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

    


    "Title Commitment"—as defined
in Article
3.3(a).

    


    "Title Company"—as defined in
Article
3.3(a).

    


    "Unaudited Interim Balance
Sheet"— as defined in Article
4.18(a)(ii).

    


    "Wirtjes Agreement"- that certain Land
Contract executed by and between Leon K. Wirtjes and Kathleen B. Wirtjes and
Double L. Investments, Inc. dated February 28, 2005 and recorded March 1, 2005
as document number 290235 in the Crawford County Wisconsin Register of Deed's
Office.

    


    ARTICLE 2.  SALE AND TRANSFER OF STOCK; CLOSING; AGREEMENTS

    


    2.1           Stock.

    


    Subject to the terms and conditions of this Agreement, at the Closing, Sellers
will sell and transfer the Stock to Buyer, and Buyer will purchase the Stock from Sellers, provided however that Buyer shall have the right and option
to direct in writing prior to Closing that the Stock be transferred to a
wholly-owned subsidiary of Buyer so long as any such directive does not delay
the Closing, including, without limitation, any delay in obtaining any third
party consents associated with this Agreement.

    


    
      	
              2.2  

            	
              Closing
      Balance Sheet.

            


    

    


    On or
before September 15, 2008, Company shall deliver a preclosing balance sheet of
the Company to Buyer for review and approval (the "Preclosing Balance
Sheet").  The Preclosing Balance Sheet shall pro forma the
balance sheet of the Company as of the Closing Date and when the Company and
Buyer agree on the Preclosing Balance Sheet, it shall become the “Closing Balance
Sheet”.  The Preclosing Balance Sheet and the Closing Balance
Sheet shall be prepared in conformity with policies and methods of accounting
historically used by the Company on a consistent basis and shall fairly present
the financial position and results of operation and cash flows of the Company in
all material respects.  In the event that the Company and Buyer cannot
agree on the Preclosing Balance Sheet, the Closing shall proceed using the
Preclosing Balance Sheet prepared by the Company, and all unresolved issues
related to the Preclosing Balance Sheet and/or the Closing Balance Sheet shall
be submitted to arbitration post-closing in the manner provided by Section 11.2(a) of
this Agreement.  It is anticipated by Buyer that the only assets that
will be reflected on the Preclosing Balance Sheet and the Closing Balance Sheet
will be cash and the Business Property net of accumulated
depreciation.

    


    2.3           Purchase
Price.

    


    The total
purchase price for the Stock (the "Stock Purchase Price") shall
be an amount equal to:

     

    (a)           Three
Million Dollars ($3,000,000); plus

     

    (b)           that
amount equal to the cash and cash equivalents held by the Company as of the
Closing Date; minus: that amount equal to the sum of all Company Indebtedness,
Liabilities and payables as shown on the Closing Balance Sheet.

    


     

    2.4           Closing.

    


    (a)           Unless
this Agreement is terminated in accordance with Article 9, and subject to
satisfaction of the closing conditions set forth herein the purchase and sale of
the Stock (the "Closing") provided for in this
Agreement will take place at the Closing under the Dillman Stock
Purchase Agreement.  (the time and date upon which the Closing
actually occurs being referred to herein as the “Closing
Date”).

     

    (b)           Subject
to the provisions of Article 9, failure to
consummate the purchase and sale provided for in this Agreement
on the date and time and at the place determined pursuant to this Article 2
will not result in the termination of this Agreement and will not
relieve any party of any obligation under this Agreement.

    


    2.5           Closing
Obligations.

    


    At the Closing:

    


    (a)           Each Seller, as to itself, will deliver to Buyer:

    


    (i)           certificate(s)
representing the Stock owned by such Seller, duly endorsed (or
accompanied by duly executed stock powers) with signatures guaranteed by a
commercial bank, for transfer to Buyer;

    


    (ii)           a
certificate executed by such Seller representing and warranting
to Buyer that, except as otherwise stated in such certificate, such Seller's representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date (each a
"Seller’s Closing
Certificate"); and

    


    (iii)           wire
transfer instructions; and

    


               (b)           The
Company will deliver to Buyer a certificate executed by the Company representing
and warranting to Buyer that, except as otherwise stated in such certificate,
the Company’s representations and warranties in this Agreement were accurate in
all material respects as of the date of this Agreement (or such other date as is
specifically set forth therein) and are accurate in all material respects as of
the Closing Date as if made on the Closing Date (the "Company’s Closing
Certificate").

    


    (c)           Each
Seller who is a party to the Dillman Stock Purchase Agreement will deliver to
Buyer:

    


    (i)           the
Dillman Stock Purchase Agreement, executed by such Seller, together with stock
certificates of Dillman Equipment, Inc. held by such Seller and other documents
required of such Seller in order to complete the obligations of such Seller to
facilitate the purchase of such Stock of Dillman Equipment, Inc. by Buyer
pursuant to the Dillman Stock Purchase Agreement.

    


    (d)           Buyer
will deliver the following at Closing:

    


    (i)           to
the Sellers a cash payment by wire transfer in immediately available funds to an
account or accounts specified by the Sellers’ Representative in an aggregate amount equal to the Stock Purchase Price;

    


    (ii)           to
the Sellers a certificate executed by Buyer representing and
warranting to Sellers that, except as otherwise stated in such
certificate, each of Buyer’s representations and warranties in
this Agreement was accurate in all respects as of the date of
this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (the "Buyer’s Closing Certificate");
and

    


    (iii)           sufficient
funds to the Company so that the Company may pay in full at Closing all
principal and interest due under the Bruce Dillman Note and direct the Company
to and ensure that the Company does pay the Bruce Dillman Note at the
Closing;

    


    (iv)           to
Sellers’ Representative the Dillman Stock Purchase Agreement, executed by Astec
Industries, Inc. together with payment and other documents required to complete
the purchase of the stock of Dillman Equipment, Inc. pursuant to the Dillman
Stock Purchase Agreement.

    


               All
items delivered by the parties at the Closing will be deemed to have been
delivered simultaneously, and no such items will be deemed delivered or waived
until all have been delivered.

    


    2.6           Tax
Covenants.

    


    (a)           For
a period of six (6) years after the Closing Date, Buyer shall, and shall cause the Company to, retain,
and neither destroy nor dispose of, all Tax Returns, books and
records (including computer files) of, or with respect to, the activities of the
Company for all taxable periods ending on or prior to the Closing Date and to make such books and records available to Sellers on a reasonable basis.  After the Closing, the
Sellers' Representative shall instruct the Company's tax advisors to provide
Buyer copies of all work papers related to sales, use and income tax returns
filed since January 1, 2005 and review those work papers with Buyer at the
reasonable request of Buyer.

    


    (b)           The
Sellers shall be liable for any state or local sales, use or
other transfer Taxes imposed as a result of the sale and transfer of the Stock by the Sellers to the Buyer.

    


    (c)             Buyer
agrees that no election under Section 338 or Section 338(h)(10) of the Code and
any corresponding or similar elections under state, local or foreign tax law
shall be made with respect to the Company or the purchase and sale of the Stock
hereunder.

     

    2.7           Sellers Release of Company
from Claims by Sellers Made in their Capacity as Shareholders, Officers,
Directors or Employees of the Company, and Company Releases in
Return.

    


    Effective
immediately following, and conditioned upon consummation of, the Closing, each
Seller (each a "Seller
Releasing Party") hereby irrevocably and unconditionally releases and
forever discharges the Company and its respective successors and assigns (the
"Company Released
Parties") from any and all claims, charges, complaints, causes of action,
damages, agreements and liabilities of any kind or nature whatsoever, including
in their capacities as shareholders, officers, directors or employees of the
Company, whether known or unknown and whether at law or in equity, arising from
conduct occurring on or prior to the Closing Date ("Released Claims"), including
without limitation any Released Claims relating to or arising out of such
Seller’s ownership of Stock; provided that (a) the term “Released Claims” shall
not include, and nothing contained in this Section 2.7 shall
release, any claims or rights of a Seller Releasing Party (i) arising from
ordinary course accrued liabilities and obligations incurred in connection with
the Seller Releasing Party’s employment by the Company on and/or prior to the
Closing Date (e.g., accrued salary, vacation, expense reimbursements, etc.),
(ii) with respect to any obligations of the Company or Buyer arising under this
Agreement or the Dillman Stock Purchase Agreement or under any agreement or
document delivered or executed by the Company or Buyer in connection with this
Agreement or the Dillman Stock Purchase Agreement, (iii)  against the
Company or Buyer arising under this Agreement, the Dillman Stock Purchase
Agreement or under any other agreement or document delivered or executed by the
Company or Buyer in connection with this Agreement or the Dillman Stock Purchase
Agreement, or (iv) subject to the limitations set forth in the next sentence of
this Section 2.7, for indemnification (and related rights) arising out of the
Seller Releasing Party’s service as an officer or director of the Company
regardless of whether such indemnification and related rights is pursuant to
applicable law, the by-laws or charter of the Company, or any other director or
officer indemnification agreement, and (b) this release shall only relate to
those claims arising from conduct or omissions occurring on or before the
Closing Date.  The Sellers, the Company and Buyer hereby agree that
if, following the Closing, any amount becomes due from any Seller, pursuant to
Section 10.2 in
respect of any Damages (a “Loss Payment”), such Seller shall have no rights
against the Company, or any director, officer or employee thereof (in their
capacity as such), whether by reason of contribution, indemnification,
subrogation or otherwise, in respect of any such Loss Payment, and shall not
take any action against the Company or any such person with respect thereto;
provided, however, the foregoing shall not restrict, or apply to or limit, the
rights and remedies of the Sellers under this Agreement and the agreements
executed in connection herewith.

    


    Effective
immediately following, and conditioned upon consummation of, the Closing, the
Company and Buyer (each a "Buyer Releasing Party") hereby
irrevocably and unconditionally releases and forever discharges each Seller and
their respective successors and assigns (the "Seller Released Parties") from
any and all claims, charges, complaints, causes of action, damages, agreements
and liabilities of any kind or nature whatsoever, including regarding their
capacities as shareholders, officers, directors or employees of the Company,
whether known or unknown and whether at law or in equity, arising from conduct
occurring on or prior to the Closing Date ("Released Claims"); provided
that (a) the term “Released Claims” shall not include, and nothing contained in
this Section
2.7 shall release, any claims or rights of a Buyer Releasing Party (i)
with respect to any obligations of the Sellers arising under this Agreement or
the Dillman Stock Purchase Agreement or under any agreement or document
delivered or executed by the Sellers in connection with this Agreement or the
Dillman Stock Purchase Agreement, or (ii) against the Sellers arising under this
Agreement, the Dillman Stock Purchase Agreement or under any other agreement or
document delivered or executed by the Sellers in connection with this Agreement
or the Dillman Stock Purchase Agreement, and (b) this release shall only relate
to those claims arising from conduct or omissions occurring on or before the
Closing Date.

    


    


    ARTICLE 3.  REAL ESTATE PROVISIONS

    


    3.1           Conveyance of Excluded
Property.

    


    At least
thirty (30) days prior to Closing, the Company shall convey, all of its right,
title and interest in and to the Excluded Property to the Sellers at its fair
market value as determined by an appraisal, and the Company shall, upon request
by the Buyer, furnish to the Buyer copies of all the conveyance documents
relating to the Excluded Property.  The conveyance of the Excluded
Property shall be accomplished by a so-called "quitclaim" conveyance instrument
without any representation or warranty by the Company whatsoever and Sellers
agree to indemnify, defend and hold harmless the Company and Buyer after the
Closing from and against any and all Company Indebtedness, Liabilities,
obligations, costs or expenses whatsoever not paid prior to the Closing relating
to the Excluded Property, whether or not such Company Indebtedness, Liability,
obligation, cost or expense relates to the period arising before or after the
disposition of the Excluded Property.  The conveyance of the Excluded
Property to Sellers shall specifically provide that Sellers shall assume and
agree to pay: (i) all general real estate and personal property Taxes unpaid as
of Closing whether or not yet due and payable with respect to the Excluded
Property; (ii) all special assessments levied on the Excluded Property that are
not paid prior to Closing and (iii) any Company Indebtedness, Liability or
obligation secured by  the Excluded Property (other than regarding the
Bruce Dillman Note or Taxes accrued on the Closing Balance Sheet) and the
Company or the Sellers shall obtain the release of the Company from any such
Company Indebtedness, Liability or obligation secured by the Excluded
Property  (other than regarding the Bruce Dillman Note or Taxes
accrued on the Closing Balance Sheet) prior to the Closing. Buyer shall have no
liability of any nature whatsoever relating to the Excluded
Property.

    


    3.2           Taxes.

    


    (a)           Business
Property.  All real estate and personal property Taxes and
special assessments of any type, nature or description due and payable with
respect to the Business Property for all years prior to Closing shall be paid by
the Company prior to the Closing.  All real estate taxes, personal
property Taxes and special assessments of any nature for 2008 shall be pro rated
between the Buyer and the Seller and the unpaid portion of such taxes and
assessments for the period prior to the Closing Date shall be shown as an
accrual on the Closing Balance Sheet.

    


    (b)           Excluded
Property.  Sellers shall have responsibility for all general
real estate and personal property Taxes and special assessments on the Excluded
Property not paid prior to Closing.  Buyer shall have no liability of
any nature whatsoever relating to general real estate Taxes, personal property
Taxes or special assessments on the Excluded Property.

    


    3.3           Title
Insurance.

    


    (a)            Buyer
shall obtain a commitment to issue title insurance for the Business Property in
the amount equal to the Stock Purchase Price (the "Title Commitment") from an
agent of Lawyers Title Insurance Corporation or such other company as determined
by Buyer (the "Title
Company") within twenty (20) days of the execution of this Agreement by
Buyer and the Company.

    


    (b)            Buyer
shall have until the later of: (i) ten (10) days from the date the Buyer
receives the final survey for the Business Property or (ii) September 15, 2008
to provide the Company with written notice of any commercially reasonable
objection, excluding a Permitted Exception.  The Company shall then
remove such exception that Buyer has objected to on or prior to Closing, or
elect not to remove such exception by written notice to Buyer.  Should
the Company elect not to remove any exception, Buyer may either (1) terminate
this Agreement by giving written notice to terminate within five (5) days of
receiving notice of the Company's election not to remove any exception or, (2)
proceed to Closing and take title subject to such exception, which exception
shall then be deemed a Permitted Exception.  Buyer shall be
responsible for the premium for the issuance of an owner's title insurance
policy pursuant to the Title Commitment.

    


    (c)            Company
shall pay all transfer Taxes, if any, and record any and all documents necessary
to remove encumbrances on the Business Property.  Buyer shall pay to
record any deed.  All other costs or expenses relating to the
performance of the obligations hereunder and the consummation of the
transactions contemplated herein that have not been specifically allocated to
either party shall be divided equally between the parties.

    


    3.4           Inspection of
Property.

    


    (a)           Buyer
shall be permitted to conduct any inspections, assessments, investigations,
testing and/or sampling in connection with the Property, including, without
limitation, with respect to any soil, water, air, paint or building material
(collectively, the "Inspections") of the Property
at reasonable hours upon at least three (3) business days prior written notice
to Seller.  Prior to Closing, Seller shall provide Buyer full access
to the books, records, files, financial reports, plans and specifications, if
any, that are in Seller’s possession or control that relate to the Property for
the purpose of performing any tests, investigations and analyses which Buyer
reasonably deems advisable.

    


    (b)           Buyer
may conduct an asbestos study and an environmental site assessment ("ESA") of the Property with any
such studies to commence no later than August 20 2008.  Seller shall
cooperate in the completion of the ESA providing full access to the Property and
relevant documents and providing accurate answers to questions and
questionnaires of the ESA contractor for which the Company is aware. At the
Company or Sellers’ option, Buyer shall repair any damage to the Property caused
by any entry upon the Property by Buyer and shall indemnify and hold the Company
and Sellers harmless from any claims for liens, monetary loss, damage, personal
injury or death caused by Buyer's activities on the Property or the activities
of its agents, representatives, employees and/or contractors.  Such
indemnification obligation shall survive the termination of this
Agreement.

    


    (c)           Buyer
shall give written notice (the "Facilities Inspection Notice")
to the Company or on before the later of (i) ten (10) days after the receipt of
both the asbestos study and the ESA; or (ii) September 15, 2008 as to any and
all Defects, as defined herein, pertaining to the Property.  For
purposes of this Agreement, a "Defect" is defined as a
condition or conditions, or evidence of a condition or conditions, that
would:  (1) materially impair the health or safety of occupants of the
Property; (2) result in a material violation of any applicable public or
private law, standard or covenant relating to the Property; (3) materially
impair the ability of Buyer to continue to use the Business Property as it is
currently being used; or (4) be estimated to cost, in the aggregate, an
amount in excess of $50,000.00 to repair, correct and/or remediate.

    


    (d)           The
Company shall have ten (10) days after receipt of the Facilities Inspection
Notice to commence measures to repair or remedy any Defects.  Should
the Company elect not to repair or remedy any Defect, Buyer may terminate this
Agreement by giving written notice to terminate within five (5) days of
receiving notice of the Company's election not to repair or remedy any
Defect.

    


    ARTICLE
4.  REPRESENTATIONS AND WARRANTIES OF SELLERS

    


    The Company hereby makes to Buyer the representations and warranties
contained in this Article IV (other than Sections 4.2(c) and 4.3(b)) as of the
date hereof, and each Seller, severally as to such Seller and not on behalf of
or with respect to any other Seller, hereby makes to Buyer the representations
and warranties contained in Sections 4.2(c) and 4.3(b) as of the date
hereof.  Such representations and warranties are subject to the
qualifications and exceptions set forth in the disclosure schedule delivered to
Buyer pursuant to this Agreement (the “Disclosure Schedule”).

    


    4.1           Organization and Good
Standing.

    


    (a)           Schedule
4.1(a) contains a complete and accurate list for the Company of its name, its jurisdiction of incorporation, other
jurisdictions in which it is authorized to do business, and its capitalization
(including the identity of each stockholder and the number of shares of the Stock held by each).  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the state of Wisconsin, with full corporate power and
authority to conduct its business as it is now being conducted, to own or use
the properties and assets that it purports to own or use, and to perform all its
obligations under any Contracts.  The Company is duly qualified to do business as a foreign corporation
and is in good standing under the laws of all states and/or other jurisdictions
in which either the ownership or use of the properties owned or used by it, or
the nature of the activities conducted by it, requires such qualification,
except for such jurisdictions as to which the failure to be so qualified would
not have a Material Adverse Effect.

    


    (b)           The Company has delivered to Buyer copies of the Organizational Documents of the Company, as currently in effect.

    


    4.2           Authority; No
Conflict.

    


    (a)           This
Agreement constitutes the legal, valid, and binding obligation of
the Company, enforceable against the Company in
accordance with its terms.  Upon the execution and delivery by the Company of the Company's Closing
Certificate and any other documents required to be delivered by the Company at Closing (collectively the "Company's Closing Documents")
to which the Company is a party, the Company's
Closing Documents will constitute the legal, valid, and binding obligations of
the Company, enforceable against the Company in
accordance with their respective terms, except that such enforcement may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance
moratorium or other similar laws affecting creditors' rights generally and by
general equitable principles.  The Company has all
necessary power, authority, and capacity to execute and deliver the Company's Closing Documents and to perform its
obligations under the Company's Closing
Documents.

    


    (b)            Except
as set forth in Schedule 4.2(b)(i),
neither the execution and delivery of this Agreement by the
Company nor the consummation or performance by the Company of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

    


    (i)           contravene, conflict with, or result in a violation of (a) any provision of the Organizational Documents of the Company or (b) any resolution adopted by the board of directors or the
stockholders of the Company currently in effect;

    


    (ii)           contravene, conflict with, or result in a violation of, any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, may be subject;

    


    (iii)           contravene, conflict with, or result in a violation of any of the
terms or requirements of, any Governmental Authorization that is
held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;

    


    (iv)           contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the
right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate, or modify, any Contract (including, without limitation, any loan documents) to
which the Company is a party or, to which any of the its property
is subject, except for such violations, breaches, defaults or other occurrences
which would not prevent or delay the Company from performing its
obligations under this Agreement and the Company's Closing Documents and/or which would not have a Material
Adverse Effect on the Company's results or operations, financial condition,
assets or business; or

    


    (v)           result
in the imposition or creation of any Encumbrance upon or with
respect to any of the assets owned or used by the Company.

    


    Except as set forth Schedule 4.2(b)(ii),
the Company is not or will not be required to give any notice to
or obtain any Consent from any Person, including
without limitation, any owner or mortgage/lien holder in
connection with the execution, delivery or performance of this Agreement by the Company or the consummation or performance by the
Company of any of the Contemplated Transactions.

    


    (c)           This
Agreement constitutes the legal, valid, and binding obligation of such Seller,
enforceable against such Seller in accordance with its terms.  Upon
the execution and delivery by such Seller of the Sellers’ Closing Certificate
and any other documents required to be delivered by such Seller at Closing
(collectively the "Sellers’
Closing Documents") to which such Seller is a party, the Sellers’ Closing
Documents will constitute the legal, valid, and binding obligations of such
Seller, enforceable against such Seller in accordance with their respective
terms, except that such enforcement may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance moratorium or other similar laws affecting
creditors' rights generally and by general equitable principles.  Such
Seller has all necessary power, authority, and capacity to execute and deliver
the Sellers’ Closing Documents and to perform its obligations under the Sellers’
Closing Documents.

    


    4.3           Capitalization.

    


    (a)           Schedule
4.3(a) contains a complete and accurate list showing, for the Company with respect to its authorized equity securities, the number
of shares of common stock and preferred stock, the par value per share, the
number of shares issued and outstanding, and the shareholders of
record.  The stock certificates listed on Schedule
4.3(a) represent all of the outstanding shares of the capital stock of
the Company.  All of the outstanding equity securities
of the Company have been duly authorized and validly issued and
are fully paid and non-assessable.  There are no Contracts to which the Company is a party relating to
the issuance, sale, or transfer of any equity securities or other securities of
the Company.  None of the outstanding
equity securities or other securities of the Company were issued
in violation of the Securities Act or any other Legal Requirement.  The Company does not
own, nor have any Contract to acquire, any equity securities or
other securities of any Person or any direct or indirect equity
or ownership interest in any other business.

    


    (b)           Each
such Seller is the sole record and beneficial owner of the shares of Stock set
forth opposite such Seller’s name on Schedule 4.3(b)
attached hereto free and clear of any Encumbrances, including Encumbrances of
spouses, former spouses or other family members, or other stockholders (or
former stockholders) of the Company, other than as imposed by applicable
securities laws.

    


    4.4           Books and
Records.

    


    The books of account, minute books, stock record books, and other
records of the Company, all of which have been made available to
Buyer, are complete and correct in all material respects and have
been maintained in accordance with sound business practices.  The
minute books of the Company contain in all material respects
accurate records of all meetings held of, and corporate action taken by, the
stockholders, the board of directors, and committees of the board of directors
of the Company, and no meeting of any such stockholders, board of
directors, or committee has been held for which minutes have not been prepared
and are not contained in such minute books to the extent that the action taken
at such meeting would have a material effect on the Company.  At the
Closing, all of those books and records will be in the possession
of the Company.

    


    4.5           Title, Condition and
Sufficiency of Property.

    


    (a) The
Company has good and marketable fee simple title to the Business Property, free
and clear of all liens and Encumbrances, subject only to the Permitted
Exceptions, as defined herein, (including matters otherwise approved or waived
by Buyer pursuant to this Agreement).  The title shall be subject to
(i) easements, restrictions and other matters of record (which do not adversely
affect the value of the Business Property in accordance with its existing use by
an amount in excess of $50,000.00); (ii) ad valorem real and personal
property Taxes for 2008 which are not yet due and payable and which shall be
prorated between Buyer and Seller as of the Closing Date as provided in Article
3.2(a) and shall be shown as an accrual on the Closing Balance Sheet; and (iii)
the potential property line dispute between the Dillman Property and the Knapp
property to the south described on Schedule 4.5 (the foregoing items
collectively, the "Permitted
Exceptions").

    


    (b) Schedule 4.5 sets
forth a correct and complete list of (i) all real property currently owned by
the Company, including the Business Property and the Excluded Property; (ii) all
other material agreements or rights under which any Person has the right to
occupy or use any Property owned by the Company; (iii) all other material
agreements or rights under which the Company has the right to occupy or use any
real property owned by others; and (iv) any other material lease or agreement of
the Company related to the Property.

    


    (c) All
buildings and other improvements located on the Business Property that are
necessary or desirable for the conduct of the business of Dillman Equipment,
Inc. as currently conducted (including without limitation all water, sewer, gas,
electrical and HVAC systems servicing Dillman Equipment, Inc.) are in
satisfactory operating condition normal wear and tear excepted..

    


    (d) To the
Knowledge of the Company and except as disclosed on Schedule 4.5 all buildings
and other real estate improvements located on the Business Property, and the use
of the Business Property by the Company, comply in all material respects with
all Legal Requirements relating to zoning and land use and with all easements,
covenants and other restrictions applicable to the Business
Property.

    


    (e) The
Business Property: (i) is adequately serviced by all utilities necessary for the
conduct of the business of Dillman Equipment, Inc. as currently conducted on the
Business Property; (ii) has adequate means of ingress and egress, either
directly or by means of perpetual easements or rights-of-way that run with the
Business Property; (iii) has adequate parking that is sufficient to meet the
needs of the employees of Dillman Equipment, Inc. and its business invitees and
to comply with applicable Legal Requirements; and (iv) is not located in whole
or in part within an area identified as a flood hazard area by any Governmental
Body.

    


    (f)           The
Company has no leased real property that it currently occupies or is in
possession of through real property leases.  No certificate of
occupancy is required to be obtained from any Governmental Body with respect to
the Business Property.  To the Knowledge of the Company the buildings,
improvements, and fixtures located on the Business Property are (i) in
compliance with all applicable zoning, health, safety, occupancy, use and other
municipal ordinances and Legal Requirements; and (ii) in good condition and
repair, subject only to ordinary wear and tear.

    


    4.6           Accounts
Payable.

    


    All accounts payable of the Company that are
reflected on the Unaudited Interim Balance Sheet or on the accounting records of the Company represent, as of the respective dates thereof, valid
obligations of the Company arising in the Ordinary Course of Business.  Schedule 4.6 contains
a complete and accurate list of all accounts payable of the Company as of the
date set forth on such schedule.

    


    4.7           No Undisclosed
Liabilities.

    


    Except as set forth in Schedule 4.7, to the
Knowledge of the Company, the Company has no liabilities or
obligations of any nature (whether known or unknown and whether absolute,
accrued, contingent, or otherwise) except for liabilities or obligations
reflected in the Unaudited Interim Balance Sheet, liabilities incurred in the Ordinary Course of Business since the date thereof, and liabilities
of a type not required to be reflected on a balance sheet prepared in accordance
with the Company’s historical method of accounting, none of which, to the
Knowledge of the Company, will have a Material Adverse Effect.

    


    4.8           Taxes.

    


    (a)           
The Company has filed or caused to be filed all Tax Returns that are or were required to be filed by or with
respect to the Company pursuant to applicable Legal Requirements.  The Company has made
available to Buyer copies of all such Tax
Returns filed since January 1, 2005.  The Company has paid, or made provision for the payment of, all Taxes
that have or may have become due pursuant to those Tax Returns
or otherwise, or pursuant to any assessment received by the Company.  The Company has been at all
times a C Corporation for federal income Tax
purposes.  The Company has not filed nor been subject
to a Legal Requirement to file any Tax Returns
with any Governmental Bodies outside the United
States of America.

    


    (b)           Schedule
4.8(b) contains a complete and accurate list of all audits after 2004 of
all such Tax Returns, including a summary description of the
nature and outcome of each audit.  All deficiencies proposed as a
result of such audits have been paid, reserved against, settled, or, as
described in Schedule
4.8(b), are being contested in good faith by appropriate
proceedings.  Schedule
4.8(b) describes all adjustments to the United States
federal income Tax Returns filed by the Company or any group of
corporations including the Company for all Taxable years since
January 1, 2005, and the resulting deficiencies proposed by the
IRS.  To the Knowledge of the Company, and except as
described in Schedule
4.8(b), no Seller nor the Company has
given or been requested to give waivers or extensions (or is or would be subject
to a waiver or extension given by any other Person) of any
statute of limitations relating to the payment of Taxes of the Company or for which the Company may be
liable.

    


    (c)           The
charges, accruals, and reserves with respect to Taxes on the respective books of
the Company are adequate.  All Taxes that the Company is or was required by Legal Requirements to
withhold or collect have been duly withheld or collected and, to the extent
required, have been paid to the proper Governmental Body or
other Person.

    


    (d)           No
Legal Proceeding is pending or, to the Knowledge of the Company, has been
threatened against or with respect to the Company in respect of any
Tax.  There are no unsatisfied liabilities for Taxes (including
liabilities for interest, additions to Tax, and penalties thereon and related
expenses) with respect to any notice of deficiency or similar document received
by the Company with respect to any Tax (other than liabilities for Taxes
asserted under any such notice of deficiency or similar document which are being
contested in good faith by the Company and with respect to which appropriate
reserves for payment have been established).  There are no liens for
Taxes upon any of the assets of the Company except liens for current Taxes not
yet due and payable.

    


    (e)           All
Tax Returns filed by the Company are true,
correct, and complete.  Since January 1, 2005, the Company has not filed, nor is it required by applicable law to
file, Tax Returns with respect to income, franchise or excise
Taxes (or similar Taxes) in states of the United States or of
any jurisdiction outside the United States other than the state
of Wisconsin or the jurisdictions listed on Schedule 4.8(e).

    


    (f)           The
Company has not been a member of any "Affiliated Group" (as defined in Section
1504(a) of the Internal Revenue Code) or any combined, consolidated or unitary
group, and the Company has no liability for Taxes of any other Person as a
consequence thereof.  The Company is not and has not ever been, a
party to or bound by and Tax indemnity agreement, Tax sharing agreement, Tax
allocation agreement or similar Contract.

    


    4.9           Compliance With Legal
Requirements;
Governmental Authorizations.

    


    (a)           Except
as set forth in Schedule
4.9(a):

    


    (i)           to
its Knowledge, the Company is, and at all times has been, in full material
compliance with each Legal Requirement that is or was applicable
to it or to the conduct or operation of its business or the ownership or use of
any of its assets;

    


    (ii)           to
its Knowledge, the Company has not received at any time since January 1, 2005 any notice or other communication (whether oral or
written) from any Governmental Body or any other Person regarding (a) any actual, alleged, possible,
or potential material violation of, or failure to materially comply with, any Legal Requirement, or (b) any actual, alleged,
possible, or potential obligation on the part of the Company to
undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

    


    (b)           Schedule 4.9(b), to
its Knowledge, contains a complete and accurate list of each Governmental Authorization that is held by the Company or, to the extent necessary to enable the Company to operate in the manner presently conducted, by any of the
Sellers.  Each Governmental Authorization listed or required to be listed in Schedule 4.9(b) is
valid and in full force and effect.  To its Knowledge except as set
forth in Schedule
4.9(b):

    


    (i)           the
Company is, and at all times since January 1,
2005 has been, in full material compliance with all of the material terms and
requirements of each Governmental Authorization
identified or required to be identified in Schedule
4.9(b);

    


    (ii)           no
event has occurred or circumstance exists that (with or without notice or lapse
of time) (A) constitutes or could reasonably be expected to result directly or
indirectly in a violation of or a failure to comply with any term or requirement
of any Governmental Authorization listed or required to be
listed in Schedule
4.9(b), except for any one or more violations or failures which
singularly or in the aggregate did not or will not have a Material Adverse
Effect, or (B) could reasonably be expected to result directly or indirectly in
the revocation, withdrawal, suspension, cancellation, or termination of, or any
modification to, any Governmental Authorization listed or
required to be listed in Schedule
4.9(b);

    


    (iii)           all
applications required to have been filed for the renewal of the Governmental Authorizations listed or required to
be listed in Schedule
4.9(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been
made with respect to such Governmental
Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.

    


    The Governmental Authorizations
listed in Schedule
4.9(b) collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner
it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it
currently owns and uses such assets.

    


    4.10           Legal Proceedings; Orders.

    


    (a)           To
the Knowledge of the Company, Schedule 4.10(a) sets forth
all pending Proceedings: (i) that have been
commenced by or against the Company; or (ii)
that have been commenced by or against any Sellers that relate
to or could reasonably be expected to affect the business of, or
any of the assets owned or used by, the Company; or (iii) that
otherwise relate to or could reasonably be expected to affect the business of, or any of the assets owned or used by, the Company; or (iv) that challenge, or that could
reasonably be expected to have the effect of preventing, delaying, making
illegal, or otherwise interfering with, any of the Contemplated
Transactions.

    


    Schedule
4.10(a) describes for each such Proceeding the following
information: (i) the style of the Proceeding,
the court or body claiming jurisdiction of such Proceeding, and
of the number assigned to such Proceeding by such court or body;
(ii) a summary of the issues/matters which are the subject of
the Proceeding; (iii) the amount of damages or claims asserted by any party; (iv) the
identification and telephone numbers of any attorneys of record respecting such
Proceeding; and (v) a statement of the
availability of insurance to cover any judgments and expenses incurred in
connection therewith and any declared objection or reservation to such
coverage.

    


    Except as set forth on Schedule 4.10 and to
the Knowledge of the Company, no proceeding has been Threatened, and, no event has occurred or
circumstance exists that could reasonably be expected to give rise to or serve
as a basis for the commencement of any such Proceeding.  The Company has made available to Buyer
copies of all pleadings, correspondence, and other documents relating to each
Proceeding listed in Schedule
4.10(a).  To the Knowledge of the Company, the Proceedings listed in Schedule 4.10(a) will
not have a Material Adverse Effect.

    


    (b)           To
the Knowledge of the Company, except as set forth in Schedule
4.10(b):

    


    (i)           there
is no Order to which the Company, or any of the assets owned or used by the Company, is subject;

    


    (ii)           no
Seller is subject to any Order that relates to
the business of, or any of the assets owned or used by, the Company; and

    


    (iii)           no
officer, director, agent, or employee of the Company is subject
to any Order that prohibits such officer, director, agent, or
employee from engaging in or continuing any conduct, activity, or practice
relating to the business of the Company.

    


    (c)           Except
as set forth in Schedule
4.10(c):

    


    (i)           the
Company is, and at all times since January 1,
2005 has been, in compliance in all material respects with all of the terms and
requirements of each Order to which it, or any
of the assets owned or used by it, is or has been subject;

    


    (ii)           no event has occurred or circumstance exists that constitutes or
could reasonably be expected to result in (with or without
notice or lapse of time) a material violation of or failure to materially comply
with any term or requirement of any Order to which the Company, or any of the assets owned or used by
the Company, is subject; and

    


    (iii)           neither
the Sellers nor the Company has received, at any
time since January 1, 2005, any written notice or other written
communication from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential
violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any
of the assets owned or used by the Company, is or has been
subject.

    


    4.11           Absence of Certain Changes
and Events.

    


    Except as set forth in Schedule
4.11 and
except for actions taken or changes made at the request of, or authorized by, Buyer, or otherwise taken or made pursuant to this Agreement, since December 31, 2007 there has not been
any:

    


    (a)           change
in the Company's authorized or issued capital stock; grant of
any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital
stock; grant of any registration rights; purchase, redemption, retirement, or
other acquisition by the Company of any shares of any such
capital stock; or declaration or payment of any dividend, other distribution or
payment in respect of shares of capital stock or any bonus compensation to the
Sellers;

    


    (b)           amendment
to the Organizational Documents of the Company;

    


    (c)           distribution
to any stockholder, director, or officer, or entry into any employment,
severance, or similar Contract with any
director, officer, or employee other than distribution of the Excluded Property
as required by Section 3.1;

    


    (d)           damage or destruction of any part of the Business Property, whether
or not covered by insurance, which has resulted in a Material Adverse
Effect;

    


    (e)           entry
into, termination of, or receipt of notice of termination of (i)
any license,  joint venture, credit, or similar agreement, or (ii) any Contract or transaction,
the termination of which could reasonably be expected to have a Material Adverse Effect;

    


    (f)           sale,
lease, or other disposition of any the Business Property or any other material
asset of the Company, or mortgage, pledge, or imposition of any
lien or other encumbrance on any the Business Property or any
other material asset of the Company;

    


    (g)           cancellation
or waiver of any claims or rights with a value to the Company in excess of Twenty-five Thousand Dollars
($25,000);

    


    (h)           change
in the accounting methods used by the Company; or

    


    (i)           agreement,
whether oral or written, by the Company or Sellers to do any of the foregoing.

    


    4.12           Contracts; No
Defaults.

    


    (a)           Schedule
4.12(a) sets forth reasonably complete details concerning Contracts to
which the Company is a party, including the nature of the Contract, the parties
to the Contract, the dollar amount of the remaining commitment to or of the
Company under the Contract, and the duration of the Contract.  Within ten (10) days of the execution of this
Agreement, the Sellers and the Company shall
deliver or made available to Buyer true and complete copies of
each of the Contracts listed in Schedule
4.12(a).

    


    (b)           To
the Knowledge of the Company except as set forth in Schedule
4.12(b):

    


    (i)           no
Seller has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and

    


    (ii)           no
officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to
limit the ability of such officer, director, agent, employee, consultant, or
contractor to (a) engage in or continue any conduct, activity,
or practice relating to the business of the Company, or (b) assign to the Company or to any other Person any rights to any invention, improvement, or
discovery.

    


    (c)           Except
as set forth in Schedule 4.12(c),
each Contract identified in
Schedule 4.12(a)
is in full force and effect and is valid and enforceable in accordance with its
terms, except as limited by bankruptcy, insolvency, or other similar laws
relating to creditors' rights.

    


    (d)           To
the Knowledge of the Company except as set forth in Schedule
4.12(d):

    


    (i)           the
Company is, and at all times since January 1,
2005 has been, in compliance with all applicable material terms and requirements
of each Contract under which the
Company has or had any material obligation or liability or by which the Company
or any of the assets owned or used by the Company are or were
bound, except for any non-compliance which did not have or will not have a Material Adverse Effect;

    


    (ii)           
each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 2005 has been, in compliance in all
material respects in compliance with all applicable terms and requirements of
such Contract, except for any non-compliance
which did not have or will not have a Material Adverse
Effect;

    


    (iii)           no event has occurred or circumstance exists that (with or without notice or lapse of time) contravenes, conflicts
with, or could reasonably be expected to result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under,
or to accelerate the maturity or performance of, or to cancel, terminate, or
modify, any applicable Contract;

    


    (iv)           the
Company has not given to or received from any other Person, at any time since January 1, 2005, any
written notice or other communication (whether oral or written) regarding any
actual, alleged, possible, or potential material violation, breach or default under, any Contract;
and

    


    (v)           there
are no renegotiations of, attempts to renegotiate, or outstanding rights to
renegotiate any material amounts paid or payable to the Company
under current or completed Contracts with any Person and no such Person has made written demand
for such renegotiation.

    


    4.13           Insurance.

    


    (a)           The
Company has delivered to Buyer, and provided a
reasonable summary description thereof on Schedule
4.13(a):

    


    (i)           true
and complete copies of all policies of insurance to which the Company is a party or under which the Company, or
any director of the Company, in such director's capacity as a
director, are or were covered on or after December 31, 2007;

    


    (ii)           true
and complete copies of all pending applications for policies of insurance;
and

    


    (iii)           any
statement by the auditor of the Company's financial statements
with regard to the adequacy of such entity's coverage or of the reserves for
claims.

    


    (b)           Schedule
4.13(b) describes:

    


    (i)           any
self-insurance arrangement by or affecting the Company,
including any reserves established thereunder;

    


    (ii)           any
contract or arrangement, other than a policy of insurance, entered into for the
purpose of transferring or sharing of any risk by the Company;
and

    


    (iii)           all
obligations of the Company to third parties with respect to
insurance (including such obligations under leases and service agreements) and
identifies the policy under which such coverage is provided.

    


    (c)           To
the Knowledge of Company, and except as set forth on Schedule
4.13(c):

    


    (i)           All
such policies to which the Company is a party or that provide
coverage to any Seller, the Company, or any
director or officer of the Company:

    


    (a)           are
valid, outstanding, and enforceable;

    


    (b)           are
issued by an insurer that is financially sound and reputable;

    


    (c)           are
sufficient for compliance with all Legal
Requirements and Contracts to which the Company
is a party or by which it is bound;

    


    (d)           are
not cancelable by the insurer as a result of the consummation of the Contemplated Transactions; and

    


    (e)           do
not provide for any retrospective premium adjustment or other experienced-based
liability on the part of the Company.

    


    (ii)           The
Company has not received (a) any refusal of
coverage or any notice that a defense will be afforded with reservation of
rights, or (b) any notice of cancellation or any other
indication that any insurance policy is no longer in full force or effect or
will not be renewed or that the issuer of any policy is not willing or able to
perform its obligations thereunder.

    


    (iii)           the
Company has paid all premiums due, and has otherwise performed
all of its material obligations, under each policy to which the Company is a party or that provides coverage to the Company or any director thereof.

    


    (iv)           The
Company has given notice to the insurer of all claims that may
be insured thereby.

    


    4.14           Environmental
Matters.

    


    Except as set forth in Schedule
4.14:

    


    (a)           To
the Knowledge of the Company, the Company is, and at all times
has been, in compliance with, and has not been and is not in violation of or
liable under, any Environmental
Law.  The Company has no basis to expect, nor has the
Company or any other Person for whose conduct the Company is or may reasonably be held to be responsible received,
any actual or Threatened order, notice, or other
communication from (i) any Governmental Body or
private citizen acting in the public interest, or (ii) the
current or prior owner or operator of any property, of any
actual or potential violation or failure to comply with any Environmental Law, or of any actual or Threatened
obligation to undertake or bear the cost of any Environmental,
Health, and Safety Liabilities with respect to any properties or assets (whether
real, personal, or mixed) in which Sellers or the Company has or had an interest including, but not limited to, the
Property (singularly, a "Property Interest" and,
collectively, the "Property Interests"), or with
respect to any Property Interests at or to which Hazardous Materials were generated, manufactured, refined,
transferred, imported, used, or processed by the Company, or any
other Person for whose conduct the Company may be held
responsible, or from which Hazardous Materials have been
transported, treated, stored, handled, transferred, disposed, recycled, or
received.

    


    (b)           To
the Knowledge of the Company, there are no pending or Threatened
claims, Encumbrances, or other restrictions of any nature,
resulting from any Environmental, Health, and Safety Liabilities
or arising under or pursuant to any Environmental Law, with respect to or affecting any Property Interests.

    


    (c)           The
Company has no basis to expect, nor has the Company or any other Person for
whose conduct the Company is or may be held responsible, received, any citation,
directive, inquiry, notice, Order, summons, warning, or other communication that
relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or
potential violation or failure to comply with any Environmental Law, or of any
alleged, actual, or potential obligation to undertake or bear the cost of any
Environmental, Health, and Safety Liabilities with respect to any Property
Interests, or with respect to any property or facility to which Hazardous
Materials generated, manufactured, refined, transferred, imported, used, or
processed by the Company, or any other Person for whose conduct the Company is
or may be held responsible, have been transported, treated, stored, handled,
transferred, disposed, recycled, or received.

    


    (d)           To
the Knowledge of the Company, neither the Company or any other Person for whose
conduct the Company is or may be held responsible, has any Environmental,
Health, and Safety Liabilities with respect to any Property Interests, or at any
property geologically or hydrologically adjoining any such property or
assets.  To the Knowledge of the Company, no Hazardous Material is
present now, nor has any Hazardous Material been present within the past twelve
(12) months, on, at, in, or under the property in a quantity exceeding one
hundred (100) pounds, except as listed on Schedule 4.14(d).

    


    (e)           To
the Knowledge of the Company, there are no Hazardous Materials
present in violation of any Environmental Laws
on or in the Environment at any Property
Interests, or at any geologically or hydrologically adjoining property,
including any Hazardous Materials contained in barrels, above or
underground storage tanks, landfills, land deposits, dumps, equipment (whether
moveable or fixed) or other containers, either temporary or permanent, and
deposited or located in land, water, sumps, or any other part of such properties
or such adjoining property, or incorporated into any structure therein or
thereon. Neither the Company, nor any other Person for whose conduct the Company is or may be held responsible,
or any other Person, has permitted or conducted, or is aware of,
any Hazardous Activity conducted with respect to any Property Interests except in full compliance with all applicable Environmental Laws.

    


    (f)           To
the Knowledge of the Company, there has been no Release or Threat of Release of any Hazardous Materials at or
from any Property Interests, or at any other locations where any
Hazardous Materials were generated, manufactured, refined,
transferred, produced, imported, used, or processed from or by the Property Interests, or any geologically or hydrologically adjoining
property, whether by Sellers, the Company, or
any other Person.

    


    (g)           The
Company have delivered to Buyer true and
complete copies and results of any reports, studies, analyses, tests, or
monitoring possessed or initiated by the Company pertaining to
Hazardous Materials or Hazardous Activities in,
on, or under the Property Interests, or concerning compliance by
the Company, or any other Person for whose
conduct the Company is or may be held responsible, with Environmental Laws.

    


    4.15           Employees and Labor
Relations.

    


    The Company does not have and has never
had any employees.  The Company has never been a party to any
collective bargaining or other labor Contract.  The Company has never
had any employment, bonus, deferred compensation, pension, stock option, stock
appreciation right, profit sharing or retirement plan, arrangement or practice
or any medical, vacation, retiree medical, severance pay plan or any other
agreement or fringe benefit, arrangement or practice of any nature, type or
description.

    


    4.16           Certain
Payments.

    


    Since January 1, 2005, neither the Company nor any director, officer, agent, or employee of the Company, or any other Person acting for or on
behalf of the Company, has directly or indirectly (a) made any
contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other
payment to any Person, private or public, regardless of form,
whether in money, property, or services (i) to obtain favorable treatment in
securing business, (ii) to pay for favorable treatment for
business secured, (iii) to obtain special concessions or for special concessions
already obtained, for or in respect of the Company, or (iv) in
violation of any Legal Requirement, (b) established or
maintained any fund or asset that has not been recorded in the books and records
of the Company.

    


    4.17           Brokers or
Finders.

    


    Sellers and their agents have incurred no
obligation or liability, contingent or otherwise, for brokerage
or finders' fees or agents' commissions or other similar payment in connection
with this Agreement.

    


    4.18           Financial
Statements.

    


    (a)           The
Company has delivered to Buyer the following financial statements and notes
(collectively, the "Company
Financial Statements"):

    


    (i)           The
internally generated balance sheet of the Company as of December 31, 2007 (the
"Balance Sheet"), and
the related unaudited statements of income, unaudited statements of
shareholders’ equity and unaudited statements of cash flows of the Company for
the periods then ended; and

    


    (ii)           the
internally generated balance sheet of the Company as of June 30, 2008, (the
"Unaudited Interim Balance
Sheet") and the related unaudited statement of income, unaudited
statement of shareholders’ equity and unaudited statement of cash flows of the
Company for the seven months then ended.

    


    (b)           The
Company Financial Statements present fairly in all material respects the
financial position of the Company as of the respective dates thereof and the
results of operations and cash flows of the Company for the periods covered
thereby.

    


    (c)           The
Company has not incurred contingent or other liabilities to the extent such
liabilities and obligations were customarily recorded and/or disclosed under the
method of accounting consistently used by the Company, either matured or
unmatured, except for liabilities identified as such in the “liabilities” column
of the Unaudited Interim Balance Sheet or as set forth on Schedule
4.7.

    


    (d)           The
Closing Balance Sheet shall be prepared in conformity with policies and methods
of accounting historically used by the Company on a consistent basis and fairly
present in all material respects the financial position of the Company as of the
Closing Date and all Company liabilities or obligations  will be
reflected on the Closing Balance Sheet to the extent such liabilities and
obligations were customarily recorded and/or disclosed under the method of
accounting consistently used by the Company, and for liabilities identified as
such in the “liabilities” column of the Unaudited Interim Balance Sheet or as
set forth on Schedule 4.7.

    


    


    4.19           Disclosure.

    


    To the Knowledge of the Company no
representation or warranty of the Company or the Sellers in this Agreement omits
to state a material fact necessary to make the statements herein taken as a
whole, in light of the circumstances in which they were made, not
misleading.

    


    OTHER
THAN THE REPRESENTATIONS AND WARRANTIES OF EITHER THE COMPANY OR THE SELLERS
EXPRESSLY SET FORTH ABOVE IN ARTICLE IV, THE COMPANY, THE SELLERS AND THE
SELLERS’ REPRESENTATIVE MAKE NO ADDITIONAL REPRESENTATION, STATEMENT OF FACT OR
WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT
TO THE COMPANY, THE STOCK, THE ASSETS OF THE COMPANY OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED.

    


    ARTICLE 5.  REPRESENTATIONS AND WARRANTIES OF BUYER

    


    Buyer represents and warrants to Sellers as follows:

    


    5.1           Organization and Good
Standing.

    


    Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Tennessee.

    


    5.2           Authority; No
Conflict.

    


    (a)           This
Agreement constitutes the legal, valid, and binding obligation
of Buyer, enforceable against Buyer in
accordance with its terms.  Upon the execution and delivery by Buyer of the Buyer's Closing Certificate and any other documents required to be
delivered by Buyer at Closing (collectively, the
"Buyer's Closing Document"),
the Buyer's Closing Documents
will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with
their respective terms.  Buyer has the absolute and
unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this
Agreement and the Buyer's Closing Documents.

    


    (b)           Neither
the execution and delivery of this Agreement nor the
consummation or performance of any of the Contemplated
Transactions will, directly or indirectly (with or without
notice or lapse of time):

    


    (i)           contravene, conflict with, or result in a violation of any
provision of the Organizational Documents of Buyer;

    


    (ii)           contravene, conflict with, or result in a violation of, any Legal Requirement or any Order to which Buyer, or any of the assets owned or used by either
Buyer, may be subject;

    


    (iii)           contravene, conflict with, or result in a violation of any of the
terms or requirements of, any Governmental Authorization that is
held by Buyer or that otherwise relates to the
business of, or any of the assets owned or used by, Buyer;

    


    (iv)           contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the
right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate, or modify, any Contract (including without limitation any loan documents) to which
Buyer is a party or, to the Knowledge of Buyer, to which any of its property is subject; or

    


    (v)           result
in the imposition or creation of any Encumbrance upon or with
respect to any of the assets owned or used by either Buyer.

    


    Except as
set forth Schedule
5.2(b), none of the Sellers nor the Company is or will be required to
give any notice to or obtain any Consent from any Person, including without
limitation, any owner or mortgage/lien holder in connection with the execution,
delivery or performance of this Agreement or the consummation or performance of
any of the Contemplated Transactions.

    


    5.3           Certain Proceedings.

    


    There is no pending or Threatened Proceeding that has been commenced against Buyer
and that challenges, or may have the effect of preventing, delaying, making
illegal, or otherwise interfering with, any of the Contemplated
Transactions.

    


    5.4           Brokers or
Finders.

    


    Buyer and its officers and agents have incurred no
obligation or liability, contingent or otherwise, for brokerage
or finders' fees or agents' commissions or other similar payment in connection
with the Contemplated Transactions.

    


    5.5           Access.

    


    Buyer has
accessed the Company's shareholders, directors, officers, employees, records and
facilities to the extent Buyer has deemed necessary to enable Buyer to fully
evaluate the merits and risks of closing the transactions contemplated
hereby.  The Company and Sellers have made available to Buyer all
documents and other information that the Buyer has requested.  The
Buyer has notified the Company and Sellers of any fact, condition or
circumstance of which Buyer has knowledge which would constitute a breach,
misrepresentation or default by the Company and Sellers under this
Agreement.

    


    5.6           Status.

    


    Buyer is
purchasing the Stock for its own account, for investment only and not with a
view to, or any present intention of, effecting a distribution of such Stock or
any part thereof.  Buyer acknowledges that the Stock has not been
registered under the Securities Act or the securities laws of any state or other
jurisdiction and cannot be disposed of unless they are subsequently registered
under the Securities Act and any applicable state laws or an exemption from such
registration is available.  Buyer is an “accredited investor” within
the meaning of Regulation D under the Securities Act.  Buyer
understands that it must bear the economic risk of the investment represented by
the purchase of the Stock for an indefinite period.

    


    ARTICLE 6.  COVENANTS PRIOR TO CLOSING DATE

    


    6.1           Conduct of
Business.

    


    The
Company agrees that, during the period between the execution of this Agreement
and the earlier of (x) the termination of this Agreement in accordance with
Article 9 and
(y) the Closing (the “Interim Period”), except as set forth on Schedule 6.1(a),
and except with the consent of the Buyer, the Company (a) will conduct its
business in the Ordinary Course of Business; (b) will not pay any dividends or
make any other distributions to the Sellers other than in the Ordinary Course of
Business; (c) will not make any capital expenditure or commitment therefor,
except in the Ordinary Course of Business but in no event in excess of
Seventy-five Thousand Dollars ($75,000) in the aggregate; (d) will not redeem,
purchase, otherwise acquire, or issue any shares of its capital stock or grant
any option, warrant or other right to purchase or acquire any such shares; (e)
will not borrow money or make any loan to any Person except in the Ordinary
Course of Business; and (f) will not cancel or waive any claims or rights of
substantial value.

    


    6.2           Access.

    


    During
the Interim Period, the Company shall allow the Buyer and its Representatives to
have reasonable access to its premises, and to its properties, books and records
during normal working hours, provided the Buyer gives the Company reasonable
advance notice, and such access does not unreasonable interfere with the conduct
of business of the Company and shall furnish the Buyer with such financial and
operating data and other information with respect to the properties of the
Company as the Buyer shall from time to time reasonably
request.  Following the Closing, the Sellers agree to use their Best
Efforts to promptly furnish to Buyer information in their possession to enable
Buyer to properly prepare financial statements and tax returns and other
documents required to be filed with a Governmental Body. Buyer and the Company
confirm that (a) the terms of that certain letter agreement of Buyer dated
December 20, 2007, and acknowledged December 24, 2007 by Dillman Equipment, Inc.
(the “Confidentiality Agreement”), shall apply to this Agreement as if fully set
forth in this Agreement and as if Company were a party thereto and shall be and
remain in full force and effect and shall not be deemed altered or amended by
this Agreement, and (b) information regarding the Company or its status
disclosed pursuant to this Agreement shall be deemed “Confidential Information”
under such letter agreement.  Buyer confirms that Buyer and its
Affiliates will comply with their respective obligations under the
Confidentiality Agreement.  If the transactions contemplated by this
Agreement are consummated at the Closing, the Confidentiality Agreement will
terminate on the Closing Date.

    


    6.3           Company's and Sellers'
Approval.

    


    Sellers and the Company shall as
soon as practicable after the date of this Agreement take any
necessary corporate action, whether as a shareholder or director of the Company,
to vote upon and approve this Agreement and the Contemplated Transactions on the terms and conditions set forth
herein.

    


    6.4           Current
Information.

    


    During the Interim Period, the Company agrees that
it shall confer on a commercially reasonable, regular and frequent basis with
representatives of Buyer to report on the general status of the
Company's ongoing operations.  The Company shall reasonably promptly notify Buyer of
any material change in the normal course of the business of the Company or in the operation of its properties and of any
governmental complaints, investigations, or hearings (or communications
indicating that the same may be contemplated) of which it has Knowledge, or the
institution or the threat of material litigation involving Sellers or the Company of which it has
Knowledge.

    


    6.5           No
Negotiation.

    


    During the Interim Period, Sellers will not, and will not permit
the Company or any of their Representatives to,
directly or indirectly solicit, initiate, respond to or encourage any inquiries
or proposals from, discuss or negotiate with, or provide any non-public
information to, any Person (other than Buyer)
relating to any transaction involving the sale of the business or assets of the Company, or any of the capital stock of the
Company, or any merger, consolidation, business combination, or
similar transaction involving the Company.

    


    6.6           Required
Approvals.

    


    As promptly as
practicable after the date of this Agreement, the Company agrees that it will make all filings required by Legal Requirements to be made by it in order to
consummate the Contemplated Transactions.  During the
Interim Period, the Company agrees that it will (a) reasonably cooperate with Buyer with respect to
all filings that Buyer is required by Legal
Requirements to make in connection with the Contemplated
Transactions.  As promptly as practicable after the date of this
Agreement, the Buyer agrees that it will make all filings required by Legal
Requirements to be made by it in order to consummate the Contemplated
Transactions.  During the Interim Period, the Buyer agrees that it
will (b) reasonably cooperate with the Company with respect to all filings that
the Company is required by Legal Requirements to make in connection with the
Contemplated Transactions, and (c) reasonably cooperate with the Company in
obtaining all Consents identified in Schedule
4.2(b).

    


    6.7           Miscellaneous Agreements and Consents.

    


    The Company agrees that, during the Interim Period,
it shall use its Best Efforts to: 

    (a) satisfy
all the conditions precedent to its own respective obligations hereunder; 

    (b) obtain
Consents necessary or desirable with respect to the Company for
the consummation of the transactions contemplated by this Agreement for the
Company; and (c) remove any condition or state of facts pertaining to the Company or its subsidiaries, as applicable, that
otherwise would make consummation of the transactions contemplated hereby a
violation of applicable law or a breach by the Company of a Contract to which
the Company is a party.

    


    Each of
the Sellers (as to itself and not with respect to the other Sellers) agrees,
during the Interim Period, to use its Best Efforts to:  (a) satisfy
all the conditions precedent to its own obligations hereunder; (b) obtain
Consents necessary or desirable with respect to such Seller for the consummation
by such Seller of the transactions contemplated by this Agreement with respect
to such Seller; and (c) remove any condition or state of facts pertaining to
such Seller that otherwise would make consummation by Seller of the transactions
contemplated hereby a violation of applicable law or a breach by Seller of a
Contract to which such Seller is a party.

    


    Buyer
agrees that, as promptly as practicable during the Interim Period, it shall use
its Best Efforts to:  (a) satisfy all the conditions precedent to its
own obligations hereunder; (b) obtain Consents necessary or desirable for the
consummation of the transactions contemplated by this Agreement; (c) cooperate
with the Company in obtaining all consents identified in Schedule 4.2(b)(i),
(d) cooperate with Sellers and the Company in their respective efforts to
satisfy all the conditions precedent to the Sellers’ or Buyer’s obligations
hereunder; and (d) remove any condition or state of facts pertaining to Buyer
that otherwise would make consummation of the transactions contemplated hereby a
violation of applicable law or a breach of a Contract to which Buyer is a
party.

    


    6.8           Notification.

    


    During
the Interim Period, each of the Sellers will reasonably promptly notify Buyer in
writing if such Seller acquires Knowledge of any fact or condition that causes
or constitutes a material breach of any of representations and warranties of
such Seller as of the date of this Agreement, or if such Seller acquires
Knowledge of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) cause
or constitute such a breach of such representations or warranties had such
representations or warranties been made as of the time of occurrence or
discovery of such fact or condition.  During the same period, each
Seller will reasonably promptly notify Buyer of the occurrence of any material
breach of any covenant of such Seller in this Article 6 or, upon
such Seller acquiring Knowledge thereof, of the occurrence of any event that may
make the satisfaction of the conditions in Article 7 impossible
or unlikely.

    


    During
the Interim Period, the Company will reasonably promptly notify Buyer in writing
if the Company acquires Knowledge of any fact or condition that causes or
constitutes a material breach of any of representations and warranties of the
Company as of the date of this Agreement, or if the Company acquires Knowledge
of the occurrence after the date of this Agreement of any fact or condition that
would (except as expressly contemplated by this Agreement) cause or constitute
such a breach of such representations or warranties had such representations or
warranties been made as of the time of occurrence or discovery of such fact or
condition.  During the same period, the Company will reasonably
promptly notify Buyer of the occurrence of any material breach of any covenant
of the Company in this Article 6 or, upon
the Company acquiring Knowledge thereof, of the occurrence of any event that may
make the satisfaction of the conditions in Article 7 impossible
or unlikely.

    


    During
the Interim Period, Buyer will reasonably promptly notify the Company and
Sellers’ Representative in writing if Buyer acquires knowledge of any fact or
condition that causes or constitutes a material breach of any of representations
and warranties of Buyer as of the date of this Agreement, or if Buyer acquires
knowledge of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) cause
or constitute such a breach of such representations or warranties had such
representations or warranties been made as of the time of occurrence or
discovery of such fact or condition.  During the same period, Buyer
will reasonably promptly notify the Company and Sellers’ Representative of the
occurrence of any material breach of any covenant of Buyer in this Article 6 or, upon
the Buyer acquiring knowledge thereof, of the occurrence of any event that may
make the satisfaction of the conditions in Article 8 impossible
or unlikely.

    


    6.9           Share
Restrictions.

    


    Effective
at, and subject to, the Closing, each Seller hereby waives any transfer
restrictions or rights of first refusal or rights of first offer that such
Seller had in the past, or has (whether by contract or otherwise), with respect
to the transfer of the Stock to Buyer pursuant to the terms of this Agreement at
or in connection with the Closing.

    


    ARTICLE
7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO
CLOSE

    


    Buyer's obligation to purchase the Stock and to take the other actions required to be taken by Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by Buyer, in
whole or in part):

    


    7.1           Accuracy of
Representations.

    


    The representations and warranties of
the Company and the Sellers in this Agreement must have been accurate in all
material respects as of the date of this Agreement and, solely with respect to
Sections 4.1,
4.2, 4.3, and 4.17, must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date, except for representations and warranties expressly stated to
relate to a specific date, in which case such representations and warranties
shall be true and correct on such earlier date and except for such inaccuracies,
individually or in the aggregate, which do not constitute a Material Adverse
Effect.

    


    7.2           No Material Adverse
Change.

    


    Since the
date of execution of the Agreement and as of the Closing Date, there shall have
been no material adverse change in the Business Property or in the business,
operations, prospects, assets, or condition of the Company, taken as a whole and
no event has occurred or circumstance exists that could reasonably be expected
to result in such a material adverse change provided however, that in
determining whether such a material adverse change has occurred, any effect to
the extent attributable to the following shall not be considered:  (a)
changes in applicable law or regulations or in prevailing interest rates; (b)
changes in general economic conditions in the United States or in the industry
in which the Company and its Subsidiaries operate; (c) any actions required to
be taken or prohibited pursuant to the terms of this Agreement; and (d) any
effects resulting from a public announcement of this Agreement.

    


    


    7.3           Performance.

    


    (a)           All
of the covenants and obligations that Sellers and the Company are required to
perform or to comply with pursuant to this Agreement at or prior to the Closing
(considered collectively), and each of these covenants and obligations
(considered individually), must have been duly performed and complied with in
all material respects.

    


    (b)           On
the Closing Date, (i) Seller’s title to the Business Property shall be good and
marketable and free and clear of all liens and encumbrances in compliance with
Section 3.3 (b),subject only to the Permitted Exceptions; and (ii) the Title
Company shall be unconditionally obligated and prepared, subject to the payment
of the applicable title insurance premium and other related charges, to issue to
Buyer an owner's title insurance policy for the Business Property in compliance
with the Title Commitment.

    


    (c)           There
shall be no unremedied or unwaived Defects.

    


    (d)           On
the Closing Date, no part of the Business Property shall have been acquired, by
authority of any governmental agency or condemning authority in the exercise of
its power of eminent domain, nor on the Closing Date shall Seller have received
written notice of any pending condemnation.

    


    (e)           Each
document required to be delivered by the Company or Sellers pursuant to Article 2 must have
been delivered.

    


    (f)           All
of the agreements, other documents or certificates, or actions required to be
entered into, delivered and/or taken at or prior to the Closing Date (other than
by Buyer) in accordance with Article 2, including any
actions or deliveries of Persons not a party hereto, shall have been entered
into, delivered and or taken, as applicable.

    


    


    7.4           Consents.

    


    Each of the Consents identified or required to be
identified on Schedules 4.2(b) must have been
obtained and must be in full force and effect.

    


    7.5           Additional Documents; Due
Diligence Investigation; Certain Payables.

    


    (a)           Each
of the following documents must have been received by Buyer:

    


    (i)           the
opinion of Shuttleworth & Ingersoll, P.L.C. dated the Closing Date, in
substantially the form attached hereto as Exhibit 7.5(a)(i).;

    


    (ii)            documents
evidencing the conveyance of the Excluded Property and any Indebtedness
associated therewith to Sellers, in form and substance reasonably satisfactory
to Buyer;

    (iii)            release
of the Company from any Indebtedness, Liability or obligations secured by, the
Excluded Property (except for the Bruce Dillman Note and Taxes) in form and
substance reasonably satisfactory to Buyer; including, but not limited to, the
release of the Company from obligation whatsoever under the Wirtjes Agreement
and the Hendrickson Agreement;

    


    (iv)            ESA
reports for each parcel of Property, reflecting no uncured or unwaived
Defect;

    


    (v)            the
Title Commitment for the Business Property in compliance with Section
3.3(b);  and

    


    (b)           The
Sellers and all Related Parties of the Sellers and the Company shall have paid in full,
without discount or compromise, all accounts payable or notes payable owed by
any of them to the Company.

    


    7.6           No Proceedings.

    


    There must not have been commenced after the date
hereof against Buyer, or against any Related
Person of Buyer, any Proceeding (a) involving any bona fide challenge to, or seeking material damages or other relief in connection with, any of the Contemplated Transactions, or (b) that could
reasonably be expected have the effect of preventing, delaying, making illegal,
or otherwise interfering with any of the Contemplated
Transactions.

    


    7.7           No Claim Regarding Stock
Ownership or Sale Proceeds.

    


    There must not have been made or Threatened by any
Person (other than the Seller or their successors in interest)
any claim asserting that such Person (a) is the
holder or the beneficial owner of, or has the right to acquire
or to obtain beneficial ownership of, any stock of, or any other voting, equity,
or ownership interest in, the Company, or (b) is
entitled to all or any portion of the Purchase Price payable for the Stock.

    


    7.8           Officer and Director
Resignations.

    


    All officers and directors of the
Company shall have delivered their written resignations from such offices,
effective as of the Closing Date.

    


    ARTICLE
8. CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO
CLOSE

    


    Sellers' obligation to sell the Stock and to take the other actions required to be taken by Sellers at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by Sellers, in
whole or in part):

    


    8.1           Accuracy of
Representations.

    


    All of Buyer's representations and warranties in
this Agreement (considered collectively), and each of these
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the
Closing Date as if made on the Closing
Date.

    


    8.2           Buyer's
Performance.

    


    (a)           All
of the covenants and obligations that Buyer is required to
perform or to comply with pursuant to this Agreement at or prior
to the Closing (considered collectively), and each of these
covenants and obligations (considered individually), must have been performed
and complied with in all material respects.

    


    (b)           Buyer must have delivered each of the documents required to be
delivered by Buyer pursuant to Article 2.5 and must have
made the cash payments required to be made by Buyer pursuant to Article 2.

    


    (c)           All
of the agreements, other documents or certificates, or actions required to be
entered into, delivered and/or taken at or prior to the Closing
(other than by Sellers or the Company) in accordance with Article 2, including
actions or deliveries of Persons not a party hereto, shall have
been entered into, delivered and or taken, as applicable.

    


    (d)           The
sale and purchase of the capital stock of Dillman Equipment, Inc shall be
completed simultaneously in accordance with the Dillman Stock Purchase
Agreement.

    


    8.3           Consents.

    


    Each of the Consents identified in Schedule 4.2(b)(ii)
must have been obtained and must be in full force and effect.

    


    8.4           Additional
Documents.

    


    Each of the following documents must
have been delivered to Sellers' Representative:

    


    (i)           the
opinion of Chambliss, Bahner & Stophel, P.C. dated the Closing Date, in
substantially the form attached hereto as Exhibit
8.4.

    


    8.5           No
Injunction.

    


    There must not have been commenced after the date
hereof against Sellers, or against any Related
Person of a Seller, any Proceeding (a) involving any bona fide challenge to, or seeking material damages or other relief in connection with, any of the Contemplated Transactions, or (b) that could
reasonably be expected have the effect of preventing, delaying, making illegal,
or otherwise interfering with any of the Contemplated
Transactions.

    


    ARTICLE 9.  TERMINATION

    


    9.1           Termination
Events.

    


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

    


    (a)           by
either Buyer or the Sellers' Representative if a material breach of any
provision of this Agreement has been committed by the other
party and such breach has not been cured within thirty (30) days
of receiving notice of such breach, or such breach cannot be cured and has not
been waived;

    


    (b)           by
Buyer pursuant to the terms of Article 3.3(b) or
Article
3.4(d);

    


    (c)           by
mutual consent of Buyer and Sellers' Representative; or

    


    (d)           by
Buyer or the Sellers'
Representative if the Closing has not occurred (other than
through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before November 30, 2008, or such later date as
the parties may agree upon.

    


    9.2           Effect of
Termination.

    


    Each party's right of termination under Article 9.1 is in addition to
any other rights it may have under this Agreement or otherwise,
and the exercise of a right of termination will not be an election of
remedies.  If this Agreement is terminated pursuant to
Article 9.1, all further
obligations of the parties under this Agreement will terminate,
except that the rights and obligations in Article 11 will
survive; provided, however, that if this Agreement is terminated
by a party because of the breach of the Agreement by the other party or because one or more
of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure
to comply with its obligations under this Agreement, the
terminating party's right to pursue all legal remedies will survive such
termination unimpaired.

    


    ARTICLE 10.  INDEMNIFICATION; REMEDIES

    


    10.1           Survival.

    


    All representations and warranties in this Agreement and in any certificate or document delivered pursuant to
this Agreement will survive the Closing until (and including) the first (annual) anniversary of the Closing Date, except as
otherwise provided below.

    


    (a)           The
representations and warranties of the Company contained in the
following provisions of this Agreement shall survive until (and including) the
fourth (annual) anniversary of the Closing Date:

    


    Articles 4.8, 4.14,
and 4.18.

    


    (b)           The
representations and warranties of the Company and Sellers contained in the
following provisions of this Agreement shall indefinitely survive after the
Closing Date:

    


    Article
4.3.

    


    (c)           The
representations and warranties of Buyer contained in Article 5.2, 5.5 and
5.6 of this Agreement shall indefinitely survive after the Closing
Date.

    


    Provided further that, if
prior to the expiration of the applicable survival period with respect to a good
faith claim for indemnity hereunder, the indemnifying parties shall have been
notified by the Buyer of such claim and such claim shall not have been finally
resolved before the expiration of such survival period, any representation,
warranty, covenant or agreement that is the basis for such claim shall continue
to survive as to such claim and shall remain a basis for indemnity as to such
claim until such claim is finally resolved. No claim under this Article 10 shall be
valid if made after expiration of the applicable survival period.

    


    10.2           Indemnification by
Sellers.

    


    (a)           Beginning
after the Closing and subject to the limits and terms set forth in this Article 10, the
Sellers will, severally and not jointly (on a pro-rata basis, based on the
proportion that the proceeds received by each such Seller in connection with the
transactions contemplated hereby bears to the proceeds received by all Sellers
in connection with the transactions contemplated hereby), indemnify, defend and
hold harmless Buyer, the Company and their respective Representatives
(collectively, the "Buyer
Indemnified Persons") for any loss, liability, claim, damage, or expense
(including reasonable costs of investigation, defense and attorneys’ fees),
whether or not involving a third-party claim (collectively, "Damages"), incurred by Buyer
to the extent resulting from:

    


    (i)           any
breach of any representation or warranty made by the Company at or prior to
Closing in this Agreement or in the Company’s Closing Certificate;

    


    (ii)           any
breach by the Company at or prior to the Closing of any covenant or obligation
of the Company in this Agreement; or

    


    (iii)           Company's
ownership, use or disposition of the Excluded Property.

    


    (b)           Beginning
after the Closing and subject to the limits and terms set forth in this Article 10, each
Seller as to itself will indemnify, defend and hold harmless Buyer, the Company
and their respective Representatives (collectively, the "Buyer Indemnified Persons")
for any Damages incurred by Buyer to the extent resulting from:

    


    (i)           any
breach of any representation or warranty made by such Seller at or prior to
Closing in this Agreement or in the Seller’s Closing Certificate;

    


    (ii)           any
breach by such Seller of any covenant or obligation of such Seller in this
Agreement.

    


    To the
extent such Damages under clause (a) or (b) are covered by applicable insurance
policies, including insurance policies which become effective on or after the
Closing Date, Sellers shall be excused from liability under this Article
10.  To the extent Sellers are excused from liability under
this Article 10
solely because the Damages are covered by applicable insurance policies, the
parties hereby waive any subrogation rights which their respective insurance
carriers may have against Sellers under this Section
10.2.  Rather, the Sellers shall be considered to be additional
insureds.

    


    10.3           Indemnification and Payment
of Damages by Buyer and the Company.

    


    Buyer and
the Company will jointly and severally indemnify, defend and hold harmless
Sellers and their respective Representatives (collectively, the “Seller Indemnified Persons”)
for any Damages incurred by Sellers to the extent resulting from (a) any breach
of any representation or warranty made by Buyer in this Agreement or in any
certificate delivered by Buyer pursuant to this Agreement, or (b) any breach by
Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim
by any Person for brokerage or finder’s fees or commissions or similar payments
based upon any agreement or understanding alleged to have been made by such
Person with Buyer (or any Person acting on its behalf) in connection with any of
the Contemplated Transactions.

    


    10.4           Indemnity
Limitations—Sellers.

    


    Notwithstanding
any provision of this Article 10 to the
contrary,

    


    (a)           The
Sellers will have no liability (for indemnification or otherwise) under Section 10.2
until, and only to the extent that, the cumulative total of all Damages with
respect to Section
10.2 exceeds Thirty Three Thousand Dollars ($33,000) (the “Deductible”), and the maximum
aggregate amount for which the Sellers shall be liable to all Buyer Indemnified
Parties taken together for Damages under Section 10.2 shall
not exceed Five Hundred Thousand Dollars ($500,000) (the “Cap”);
provided, however, that the
Buyer Indemnified Parties shall not be subject to the limitations of the
Deductible or the Cap in respect of claims for indemnification from a Seller for
all Damages in connection with the breach by the Company or a Seller of any of
his, her or its representations or warranties contained in Section 4.2(c), Section 4.3,
Section 4.17, or a breach of the indemnification provisions of Section 3.1 and Section 10.2(a)(iii).  The
total cumulative amount of Damages for which the Sellers may be liable to the
Buyer Indemnified Parties under this Article 10 arising
from any breach or inaccuracy of the representations and warranties contained in
Section 4.2(c),
Section 4.3,
Section 4.17, or a breach of the indemnification provisions of Section 3.1 and Section 10.2(a)(iii).  shall
be the aggregate Stock Purchase Price, with the liability of each Seller further
limited (as in the case of the Cap) to his or her pro rata portion of the
Damages based on the proportion that the proceeds received by each such Seller
in connection with the transactions contemplated hereby bears to the proceeds
received by all Sellers in connection with the transactions contemplated
hereby.

    


    (b)           The
amount of any Damages sought to be recovered by the Buyer Indemnified Parties
under this Article
10(i) shall not include any incidental, indirect or consequential damages
or any loss of profits, except to the extent included in claims for
indemnification made in respect of third party claims against Buyer Indemnified
Parties that seek such damages, and (ii) shall be net of any tax benefit
obtained by such Buyer Indemnified Party or Seller Indemnified Party as a result
of such Damages and the underlying facts associated with such
Damages.

    .

    10.5           Indemnity
Limitations—Buyer.

    


    Buyer
will have no liability (for indemnification or otherwise) under Section 10.3 until,
and only to the extent that, the cumulative total of all Damages with respect to
such matters exceeds Fifty Thousand Dollars
($50,000).  Notwithstanding the foregoing limitation, this Section 10.5 shall
not apply to: (i) any breach by Buyer of the representations or warranties of
Sections 5.5 or
5.6; or (ii) any covenant or obligations of Buyer under this Agreement to be
performed after the Closing Date.

    


    


    10.6           Procedure for
Indemnification—Third Party Claims.

    


    (a)           Promptly
after receipt by an indemnified party under Articles 10.2, or
10.3 of notice
of the commencement of any Proceeding against it, such indemnified party will,
if a claim is to be made against an indemnifying party under such Article, give
notice to the indemnifying party of the commencement of such claim, but the
failure to notify the indemnifying party will not relieve the indemnifying party
of any liability that it may have to any indemnified party, except to the extent
that the indemnifying party demonstrates that the defense of such action is
prejudiced by the indemnifying party's failure to give such notice.

    


    (b)           If
any Proceeding referred to in Article 10.6(a) is
brought against an indemnified party the indemnifying party will be entitled to
participate in such Proceeding and, to the extent that it wishes (unless (i) the
indemnifying party is also a party to such Proceeding and the indemnified party
determines in good faith that joint representation would be inappropriate, or
(ii) the indemnifying party fails to provide reasonable assurance to the
indemnified party of its financial capacity to defend such Proceeding and
provide indemnification with respect to such Proceeding), to assume the defense
of such Proceeding with counsel reasonably satisfactory to the indemnified party
and, after notice from the indemnifying party to the indemnified party of its
election to assume the defense of such Proceeding, the indemnifying party will
not, as long as it diligently conducts such defense, be liable to the
indemnified party under this Article 10 for any
fees of other counsel or any other expenses with respect to the defense of such
Proceeding, in each case subsequently incurred by the indemnified party in
connection with the defense of such Proceeding, other than reasonable costs of
investigation. If the indemnifying party assumes the defense of a Proceeding,
(i) no compromise or settlement of such claims may be effected by the
indemnifying party without the indemnified party's consent unless the sole
relief provided is monetary damages that are paid in full by the indemnifying
party; and (ii)the indemnified party will have no liability with respect to any
compromise or settlement of such claims effected without its
consent.  If notice is given to an indemnifying party of the
commencement of any Proceeding and the indemnifying party does not, within sixty
days after the indemnified party's notice is given, give notice to the
indemnified party of its election to assume the defense of such Proceeding, the
indemnifying party will  not have the right to assume the defense of
such proceeding pursuant to this Section 10.6.

    


    (c)           Notwithstanding
the foregoing, if an indemnified party determines in good faith that there is a
reasonable probability that a Proceeding may adversely affect it or its
affiliates other than as a result of monetary damages for which it would be
entitled to indemnification under this Agreement, the indemnified party may, by
notice to the indemnifying party, assume the exclusive right to defend,
compromise, or settle such Proceeding, but the indemnifying party will not be
bound by any determination of a Proceeding so defended or any compromise or
settlement effected without its consent (which may not be unreasonably
withheld).

    


    (d)           Sellers
hereby consent to the non-exclusive jurisdiction of any court in which a
Proceeding is brought against any Indemnified Person for purposes of any claim
that an Indemnified Person may have under this Agreement with respect to such
Proceeding or the matters alleged therein, and agree that process may be served
on Sellers with respect to such a claim anywhere in the world.

    


    10.7           Procedure for
Indemnification—Other Claims.

    


    A claim
for indemnification for any matter not involving a third-party claim may be
asserted by timely notice to the party from whom indemnification is sought
outlining in reasonable detail the facts and basis of the claim.

    


    10.8           Treatment of Indemnification
Payment.

    


    If Buyer
or any Seller makes any payment to an indemnified party pursuant to this Article 10, then
such amount shall be treated as an adjustment to the Purchase
Price.

    


    10.9           Exclusive Remedy and
Escrow.

    


    The
remedies and causes of action provided in this Article 10 shall be
the exclusive remedies and causes of action of the Parties hereto (including,
without limitation, as to any Buyer Indemnified Persons) after Closing in
connection with the terms of and the transactions contemplated by this
Agreement, including without limitation any breach or non-performance of any
representation, warranty, covenant or agreement contained herein; and each
indemnified party does hereby waive any and all such other statutory, common law
and contractual rights and remedies with respect to the subject matter of this
Agreement.  The Buyer Indemnified Persons agree that (a) any and all
claims for Damages under this Article 10 shall
first be made against and satisfied out of the Escrow Fund pursuant to the terms
of the Escrow Agreement between Buyer, Sellers, the Bruce A. Dillman Trust dated
as of October 19, 1977, the Company and, Dillman Equipment, Inc. and (b) the
Sellers shall not have any liability under this Article 10, if at
all, until the Buyer Indemnified Persons have fully exhausted the Escrow Fund in
pursuit of any such claims.

    


    ARTICLE
11.  GENERAL PROVISIONS

    


    11.1           Expenses.

    


    Except as
otherwise expressly provided in this Agreement, each party to this Agreement
will bear its respective expenses incurred in connection with the preparation,
execution, and performance of this Agreement and the Contemplated Transactions,
including all fees and expenses of agents, representatives, counsel, and
accountants.  Notwithstanding the foregoing, prior to or at the
Closing, Sellers shall reimburse the Company for any such expense incurred by
the Company prior to Closing for attorneys’ fees and expenses or Grant
Thornton’s fees and expenses for  transaction advisory
services.  The Sellers agree to assume responsibility for, and
promptly pay attorneys’ fees and expenses (and Grant Thornton’s fees and
expenses for transaction advisory services) billed to the Company after Closing
for legal services or transaction advisory services rendered to the Company
prior to Closing in connection with the preparation, execution and performance
of this Agreement.  In the event of termination of this Agreement, the
obligation of each party to pay its own expenses will be subject to any rights
of such party arising from a breach of this Agreement by another
party.

    


    11.2           Mandatory
Arbitration.

    


    (a)           Any
controversy or claim between or among the parties, (other than those related to
Section 11.13 and/or employment matters, which shall be resolved in the manner
prescribed therein), including but not limited to those arising out of or
relating to this Agreement, including any dispute concerning the Preclosing
Balance Sheet and/or the Closing Balance Sheet as provided by Section 2.2 or any
claim based on or arising from an alleged tort, shall be determined by binding
arbitration in accordance applicable Delaware law, including the rules of
arbitration under applicable Delaware law   Judgment upon any
arbitration award may be entered in any court having
jurisdiction.  Any party to this Agreement may bring an action,
including a summary or expedited proceeding, to compel arbitration of any
controversy or claim to which this Agreement applies in any court having
jurisdiction over such action.

    


    (b)           Unless
otherwise agreed by the parties, arbitration shall be conducted
in  Madison Wisconsin, or at such other location within three hundred
twenty-five (325) from Madison, Wisconsin as may be mutually agreed to be the
parties to this Agreement, and in the event the parties cannot agree by
unanimous agreement of the arbitrators, and administered by a panel of three
independent arbitrators, one selected by Sellers' Representative, one by Buyer
and the third selected by agreement of such two prior
arbitrators.  All arbitration hearings will be commenced within forty
five (45) days of the demand for arbitration.  Further, the
arbitrators shall only, upon a showing of cause, be permitted to extend the
commencement of such hearing.  Notwithstanding any other term of this
Agreement, (i) each party shall be initially responsible to advance payment of
the fees and expenses for the arbitrator selected by that party, and the parties
shall initially share equally and pay the fees and expenses of the third
arbitrator as well as all other incidental expenses relating to the arbitration;
and; and (ii) following a final determination of the matter submitted to
arbitration, the losing party shall bear, and shall promptly pay, the cost of
the arbitration procedure and of the reasonable costs and expenses, including
attorneys' fees, of the prevailing party.

    


    11.3           Public
Announcement.

    


    Each
party hereto acknowledges that certain of the terms and conditions of this
Agreement contain important confidential information the disclosure of which
could result in a competitive disadvantage to the other
party.  Accordingly, each party hereto agrees never to disclose,
whether before or after a Closing, to any Person the terms and provisions of
this Agreement except (a) to his legal or Tax advisors who have agreed to
maintain the confidentiality of such information, (b) to senior officers of such
party identified to the other party in advance who have agreed to maintain the
confidentiality of such information, (c) when disclosure of such information is
required by securities laws or regulations or in connection with legal
proceedings, (d) to the extent required by other applicable law, (e) to the
extent required to enforce such party’s rights and remedies hereunder, or (f)
with the prior written consent of the other party.

    


    Without the prior written consent of
the Sellers’ Representative in the case of disclosure by the Buyer and the Buyer
in the case of disclosure by the Sellers, the parties agree that they shall not,
and shall cause their respective Affiliates and lenders to not, publicly
disclose the terms of the transactions contemplated by this Agreement except to
the extent required by securities laws or regulations or in connection with
legal proceedings.

    


    Notwithstanding
the foregoing, Buyer agrees that any press release made by Buyer with respect to
this Agreement shall not disclose (i) the amount of the Stock Purchase Price or
other payment terms hereunder and (ii) the amount of the purchase price or other
payment terms under the Dillman Stock Purchase Agreement.

    


    11.4           Notices.

    


    All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) sent by telecopier (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by a nationally recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and telecopier numbers set forth within
this Article
11.4 (or to such other addresses and telecopier numbers as a party may
designate by notice to the other parties). Notice to any and all Sellers shall
be deemed to have been given when notice is given to Sellers'
Representative.

    


    
      	
              Buyer:

            	
              F.
      McKamy Hall, CPA

              Vice
      President, Chief Financial Officer and Treasurer

              Astec
      Industries, Inc.

              1725
      Shepherd Road

              Chattanooga,
      TN 37421

              Fax:  423-899-9956

              Email:  mhall@astecindustries.com

            
	 
      	 
      
	
              With
      a copy to:

            	
              Chambliss,
      Bahner & Stophel, P.C.

              1000
      Tallan Building

              Two
      Union Square

              Chattanooga,
      TN 37402

              Attn:
      E. Stephen Jett

              Fax:
      423-508-1229

              Email:
      sjett@cbslawfirm.com

            
	 
      	 
      
	
              Company
      (Pre-Closing):

               

            	
              Mr.
      Brian Dillman

              Double
      L Investments, Inc.

              34618
      County Highway K

              Prairie
      du Chien, Wisconsin  53821

              Fax:                                           

              Email:                                                      

            
	 
      	 
      
	
              Sellers'
      Representative:

            	
              Mr.
      Brian Dillman

              Double
      L Investments, Inc.

              34618
      County Highway K

              Prairie
      du Chien, Wisconsin  53821

              Fax:                                           

              Email:                                                      

            
	 
      	 
      
	
              With
      a copy to:

            	
              Shuttleworth
      & Ingersoll, P.L.C.

              115
      3rd
      Street S.E., Suite 500

              Cedar
      Rapids, Iowa  52401

              Attention:  Brian
      D. Bergstrom

              Fax:  319-365-8725

              Email:  bdb@shuttleworthlaw.com

            
	 
      	 
      


    

    11.5           Waiver.

    


    Prior to
the Closing hereunder, the rights and remedies of the parties to this Agreement
are cumulative and not alternative.  Neither the failure nor any delay
by any party in exercising any right, power, or privilege under this Agreement
or the documents referred to in this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or
privilege.  To the maximum extent permitted by applicable law, (a) no
claim or right arising out of this Agreement or the documents referred to in
this Agreement can be discharged by one party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing signed by the other
party; (b) no waiver that may be given by a party will be applicable except in
the specific instance for which it is given; and (c) no notice to or demand on
one party will be deemed to be a waiver of any obligation of such party or of
the right of the party giving such notice or demand to take further action
without notice or demand as provided in this Agreement or the documents referred
to in this Agreement.

    


    11.6           Entire Agreement and
Modification.

    


    This
Agreement supersedes all prior agreements between the parties with respect to
its subject matter (including the Letter of Intent between Buyer, the Company
and Sellers dated April 22, 2008) and constitutes (along with the documents
referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject matter provided
however, the terms of the Confidentiality Agreement shall remain in full force
and effect unless terminated at Closing as set forth in Section 6.2
..  This Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment.

    


    11.7           Assignments, Successors, and
No Third-Party Rights.

    


    Neither
Buyer nor any of the Sellers may assign any of its, his or her rights under this
Agreement without the prior consent of Buyer and the Sellers' Representative, as
applicable, except to the extent set forth in Section 2.1 above,
and except that the rights of a Seller hereunder shall be assignable to his or
her heirs, successors beneficiaries or representatives in the case of the death
or incapacity of any Seller.  Subject to the preceding sentence, this
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the successors and permitted assigns of the
parties.  Sellers acknowledge that Buyer intends, relatively shortly
following the Closing, to cause Astec, Inc. and the Company to merge with Astec,
Inc. surviving the merger, with the result that Closing Astec, Inc. shall be the
successor of the Company and all rights and obligations of the Company under
this Agreement shall become the obligations and rights of Astec,
Inc.

    


    Nothing
expressed or referred to in this Agreement will be construed to give any Person
(including employees of the Company who are not parties to this Agreement or
permitted assignees) other than the parties to this Agreement any legal or
equitable right, remedy, or claim under or with respect to this Agreement or any
provision of this Agreement.  This Agreement and all of its provisions
and conditions are for the sole and exclusive benefit of the parties to this
Agreement and their successors and permitted assigns.

    


    11.8           Severability.

    


    If any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.

    


    11.9           Sellers'
Representative.

    


    (a)           The
Sellers hereby appoint Brian Dillman (the "Sellers' Representative") as
their attorney-in-fact with full power on his behalf to perform any and all acts
necessary or appropriate in connection with this Agreement or any ancillary
agreement, including, without limitation:

    


    (i)           disbursing
among the Sellers the Stock Purchase Price, and any other payments paid to
Sellers under this Agreement or in connection with the Contemplated
Transactions;

    


    (ii)           making,
granting or withholding any approvals, consents or determinations which may or
could be made by the Sellers under this Agreement whether before, at or after
the Closing, including the waiving of any conditions to the Sellers' obligations
under Article 8
hereunder to close or negotiating and agreeing to terms and conditions of any
indemnification rights or obligations asserted by or against the Sellers under
Article 10;
and

    


    (iii)           making,
executing, acknowledging and delivering all such other agreements, orders,
receipts, endorsements, notices, requests, instructions, certificates, letters
and other writings and, in general, doing any and all things and taking any and
all actions that the Sellers' Representative, in such Person's sole and absolute
discretion, may consider necessary, proper or convenient in connection with or
to carry out the activities described in clause (i) above and the transactions
contemplated by this Agreement and the Contemplated Transactions.

    


    (b)           The
Sellers' Representative shall not have any duties or responsibilities except
those expressly set forth in this Agreement for the benefit of Sellers, and no
implied covenants, functions, responsibilities, duties, obligations, or
liabilities shall be read into this Agreement or any other agreement signed or
authorized by the Sellers' Representative on any Seller's behalf.

    


    (c)           The
Sellers' Representative shall be entitled to rely, and shall be fully protected
in relying, upon any statements furnished to him by any Seller or the Buyer, or
any other evidence deemed by the Sellers' Representative to be reliable, and the
Sellers' Representative shall be entitled to act on the advice of counsel
selected by him.  The Sellers’ Representative shall be fully justified
in failing ore refusing to take any action under this Agreement or any other
agreement signed or authorized by the Sellers’ Representative on behalf of any
Seller, unless he shall have received such advice or concurrence of the Sellers
as  Sellers’ Representative deems appropriate or he shall have been
expressly indemnified to his satisfaction by the Sellers against any and all
liability and expense that the Sellers’ Representative may incur by reason of
taking or continuing to take any such action.  The Sellers'
Representative shall in all cases be fully protected in acting, or refraining
from acting, under this Agreement or any other agreement signed or authorized by
such persons on the behalf of any Seller, in reliance upon the powers granted
hereunder, and any statements furnished to or any one of them, by any Seller or
the Buyer or any other evidence deemed by the Sellers' Representative to be
reliable, and any action taken or failure to act pursuant thereto, shall be
binding upon all of the Sellers.

    


    11.10                      Article Headings;
Construction.

    


    The
headings of Articles in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to
"Article" or "Articles" refer to the corresponding Article or Articles of this
Agreement.  All words used in this Agreement will be construed to be
of such gender or number as the circumstances require.  Unless
otherwise expressly provided, the word "including" does not limit the preceding
words or terms.  The parties, in acknowledgement that all of them have
been represented by counsel and that this Agreement has been carefully
negotiated, agree that the construction and interpretation of this Agreement and
other documents entered into in connection herewith shall be construed neutrally
in accordance with their plain meaning; and the construction and interpretation
thereof shall not be affected by the identity of the party or parties under
whose direction or at whose expense this Agreement and such documents were
prepared or drafted.

    


    11.11                      Governing
Law.

    


    This
Agreement will be governed by the laws of the State of Delaware without regard
to conflicts of laws principles.

    


    11.12                      Counterparts.

    


    This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.

    


    11.13                      Specific
Performance.

    


    Each of the parties acknowledges and
agrees that the subject matter of this Agreement, including the business, assets
and properties of the Company, is unique, that the other parties would be
damaged irreparably in the event any of the provisions of this Agreement are not
performed in material compliance with their specific terms or otherwise are
materially breached, and that the remedies at law would not be adequate to
compensate such other parties not in default or in
breach.  Accordingly, each of the parties agrees that the other
parties will be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions of this Agreement in addition to any other remedy to
which they may be entitled, at law or in equity.  The parties waive
any defense that a remedy at law is adequate and any requirement to post bond or
provide similar security in connection with actions instituted for injunctive
relief or specific performance of this Agreement.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      	 
      	
              BUYER:

            
	 
      	 
      
	 
      	
              ASTEC
      INDUSTRIES, INC.

            
	 
      	
               

              By: /s/ F.
      McKamy
      Hall                     

              Title:CFO

            
	 
      
	 
      	 
      
	 
      	
              SELLERS:

            
	 
      	
               

              /s/ Brian
      Dillman                                             

            
	 
      	
              BRIAN
      DILLMAN, individually

            
	 
      	
               

              /s/ Christine Dillman
      Kolb                              

            
	 
      	
              CHRISTINE
      DILLMAN KOLB, individually

            
	 
      	 
      
	 
      	
              COMPANY:

            
	 
      	
              DOUBLE
      L INVESTMENTS, INC.

            
	 
      	
               

              By:/s/ Brian
      Dillman                                                           

              Title:
      President