ex10-1.htm


    Exhibit
10.1

    STOCK
PURCHASE AGREEMENT

    


    BY
AND AMONG

    


    ASTEC
INDUSTRIES, INC.,

    


    DILLMAN
EQUIPMENT, 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"), DILLMAN EQUIPMENT, INC., a Wisconsin corporation
(the "Company"), and
each of the stockholders of the Company listed on Schedule 1 hereto (each such
stockholder is referred to hereinafter as a "Seller"
and  collectively as the "Sellers").

    


    RECITALS

    


    The
Company designs, engineers, manufactures, sells and services equipment and parts
used in the production of asphalt (the "Business").

    


    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:

    


    "2007 Balance Sheet"—as defined in
Section 3.4(a).

    


    "Agreement"—this Stock Purchase
Agreement.

    


    "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.

    


    "Business"—as defined in the
recitals of this Agreement.

    


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

    


    "Buyer Indemnified Persons"—as
defined in Section 9.2.

    


    "Buyer’s Closing Documents"—as
defined in Section 4.2(a).

    


    "Closing"—as defined in Section
2.3(a).

    


    "Closing Balance
Sheet"—as defined in Section
2.9.

    


    "Closing Date"— as defined in
Section 2.3(a).

    


    "Company"—Dillman Equipment,
Inc., a Wisconsin corporation.

    


    "Company Contract"—any Contract presently in effect, (a) under which the
Company has or may acquire any rights, or (b) under which the Company has or may become
subject to any obligation or liability, or (c) by which the Company or
any of the assets owned or used by it is or may become bound, or (d) to which a Seller is a party that relates to
or may affect the Business, or any of the assets owned or
used by, the Company.

    


    "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 the 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.

    


    "Copyrights"—as defined in
Section 3.22(a)(iii).

    


    "Damages"—as defined in Section 9.2.

    


    "Dillman Employment
Agreement"—as defined in Section 6.4(a)(i).

    


    "Double L Stock Purchase
Agreement"—the agreement by and among Buyer, Double L Investments, Inc.
and the shareholders of Double L Investments, Inc. for the sale of all the
shares of the capital stock of Double L Investments, Inc. to Buyer.

    


    "Encumbrance"—any charge,
claim, condition, equitable interest, lien, option, pledge, security interest,
right of first refusal, restriction on voting, transfer, receipt of income, or
exercise of any other attribute of ownership, except (a) mortgages or security
interests shown on the 2007 Balance Sheet as securing specified liabilities or
obligations, with respect to which no default (or event that, with notice or
lapse of time or both, would constitute a default) exists, (b) mortgages or
security interests incurred in connection with the purchase of property or
assets after the date of the 2007 Balance Sheet (such mortgages and security
interests being limited to the property or assets so acquired), with respect to
which no default (or event that, with notice or lapse of time or both, would
constitute a default) exists, (c) liens for taxes and other governmental charges
and assessments that are not yet due and payable or which are being contested in
good faith by appropriate proceedings, (d) liens or encumbrances of carriers,
warehousemen, mechanics’ and materialmen and other like liens or encumbrances
arising in the Ordinary Course of Business, (e) easements, rights of way, title
restrictions, zoning ordinances and other similar encumbrances affecting
property and which do not unreasonably restrict the use thereof by the Company
or its Subsidiaries in the Ordinary Course of Business, (f) statutory
encumbrances in favor of lessors arising in connection with any property leased
to the Company or any of its Subsidiaries, (g) liens or encumbrances that will
be removed prior to or in connection with the Closing, and (h) easements,
covenants, conditions, restrictions, and other similar matters affecting title
and other title defects which do not materially interfere with the use or
operation of the property as it is currently used and operated or adversely
affect the operation of the business of the Company, taken as a
whole.

    


    "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 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.

    


    "ERISA Affiliate"—as defined in
Section 3.13(h).

    


    "Escrow Agreement"—as defined
in Section
2.4(d).

    


    "Escrow Amount"—as defined in
Section
2.4(d).

    


    "Financial Statements" —as defined in Section
3.4(a).

    


    "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.

    


    “Indebtedness for Borrowed
Money” -- means any indebtedness for borrowed money upon which interest
is or is customarily charged, including deferred or accrued but unpaid interest,
whether evidenced by notes, bonds, or debentures or customarily so
evidenced.

     

    "Intellectual Property
Assets"—as defined in Section 3.22(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.

    


    "Marks"—as defined in Section
3.22(a)(i).

    


    "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.

    


    "Modification Notice"— means
any notice delivered by the Sellers or the Company pursuant to Section 5.8
hereof.

    


    "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.

    


    "Owned
Assets"—as defined in Section 3.7(a).

    


    "Patents"—as
defined in Section 3.22(a)(ii).

    


    "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.

    


    "Plan or Plans"—as defined in Section 3.13(a).

    


    "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
Interest" or "Property Interests"—as defined
in Section 3.19(a).

    


    "Proprietary Rights
Agreement"—as defined in Section 3.20(b).

    


    "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) a
material interest (other than the Company or Double L Investments Inc.);
and

    


    (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 Double L Investments 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 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 Section 2.4(a)(ii).

    


    "Sellers' Closing Documents"—as defined in Section 3.2(a).

    


    "Sellers’ Representative"—Brian Dillman.

    


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

    


    "Stock Purchase Price"—as defined in
Section
2.2.

    


    "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
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.

    


    "Trade
Secrets"—as defined in Section 3.22(a)(iv).

    


    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           Purchase
Price.

    


    The total
purchase price for the Company's stock (the "Stock Purchase Price") shall be
Eighteen Million Three Hundred Thousand United States Dollars
($18,300,000) minus the dollar amount of the Indebtedness for Borrowed Money of
the Company as of the Closing Date.  The Stock Purchase Price shall be
allocated among and paid to the Sellers according to the total number of shares
of Stock held by each such Seller immediately prior to the Closing in proportion
to the total number of issued and outstanding shares of Stock immediately prior
to the Closing.

    


    2.3           Closing.

    


    (a)           Unless
this Agreement is terminated in accordance with Article 8, the purchase and
sale of the Stock (the "Closing") provided for in this
Agreement will take place at the offices of the Company at 10:00 a.m. CDT on  October
1, 2008 or, if as of such date the conditions set forth in Articles 6 and 7
(other than those conditions which by their terms are to be satisfied or waived
as of, or at, the Closing) have not been satisfied, then the Closing shall be on
the second business day after the satisfaction or waiver of the conditions set
forth in Articles 6 and 7 (other than those conditions which by their terms are
to be satisfied or waived as of, or at, the Closing) (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 8, 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 Section 2.3 will not
result in the termination of this Agreement and will not relieve
any party of any obligation under this Agreement.

    


    2.4           Closing
Deliveries.

    


    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 (giving full effect to any Modification Notices) (each a
"Seller’s Closing
Certificate");

    


    (iii)           wire
transfer instructions; and

    


    (iv)           in
the case of the Seller, Brian Dillman, the Dillman Employment Agreement,
executed by Brian Dillman.

    


    (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 (giving full effect to any
Modification Notices) (the "Company’s Closing
Certificate").

    


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

    


    (i)           the
Double L Stock Purchase Agreement, executed by such Seller, together with stock
certificates of Double L Investments, 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 Double L Investments, Inc. by
Buyer pursuant to the Double L 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, reduced by the sum of Eight Million Dollars ($8,000,000) the ("Escrow Amount") that shall
have been previously paid on the date hereof by Buyer to Lawyers Title Insurance
Corporation, a Nebraska corporation (the “Escrow Agent”) in immediately
available funds for deposit into an escrow account with Escrow Agent pursuant to
the Escrow Agreement dated the date hereof among the parties
hereto, Double L Investments, Inc. and Escrow Agent in the form substantially
the same as attached hereto as Exhibit
2.4(d)(i) (the "Escrow
Agreement");

    


    (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");

    


    (iii)           to
the Company a cash payment by wire transfer in immediately
available funds in an amount equal to the Company’s Indebtedness for Borrowed
Money as of the Closing Date which the Company shall then
deliver to each of the holders of such debt in order to satisfy and obtain a
release of the Company indebtedness held by such
holder;

    


    (iv)           to
Brian Dillman the Dillman Employment Agreement executed by Buyer;
and

    


    (v)           to
Sellers’ Representative the Double L Stock Purchase Agreement, executed by Buyer
together with payment and other documents required to complete the purchase of
the stock of Double L Investments, Inc. pursuant to the Double L Stock Purchase
Agreement.

    


    (e)           The
parties acknowledge that Escrow Agent will pay at the Closing to Sellers’
Representative, for distribution to the Sellers from the Escrow Amount, Seven
Million Dollars ($7,000,000) plus a pro rata portion of the interest earned
thereon in accordance with the terms of the Escrow 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.  Upon termination of the Escrow Agreement in accordance with its terms, any portion of the
Escrow Amount which is returned to Buyer
pursuant to the terms of the Escrow Agreement
shall be accounted for by Buyer and Sellers as a post-closing adjustment of the Stock
Purchase Price.

    


    2.5           Non-Competition Obligations
of the Sellers.

    


    As an inducement for
Buyer to enter into this Agreement, in
addition to any other restrictive covenants executed by the Sellers, including
the limitations contained in the Dillman Employment Agreement, each Seller agrees as to itself (and not as to the other Sellers)
that effective immediately following the Closing:

    


    (a)           For
a period of three (3) years following the Closing Date, such
Seller shall not directly or indirectly (through affiliates
or otherwise), invest in, own, manage, operate, finance, franchise, control,
advise, be an officer, agent or employee of, or consultant to, or otherwise
render services to, or guarantee the obligations of, any Person (other than Buyer or the Company) engaged in, (i) the Business as of the Closing Date; or (ii) any business engaged in the
same or substantially similar activities as the Company as of
the Closing Date.

    


    (b)           For
a period of three (3) years following the Closing Date, such
Seller shall not, directly or indirectly (through affiliates
or otherwise) induce, seek to induce or encourage any Person
known by any Seller to be a customer or supplier of the
Company as of the Closing Date to divert or direct business
away from the Company.

    


    (c)           For
a period of three (3) years following the Closing Date, such
Seller shall not interfere with the employment relationship
of the Buyer or the Company with Persons (other than the Sellers) who are
employees of the Company as of the Closing
Date or within three (3) months prior to the Closing Date, including but not
limited to, causing or helping another business or Person to
hire, or solicit to hire, any such employees; provided, however, that
publication of general solicitations not targeted to an individual employee or
other agent of the Company, shall not violate this Section 2.5(c), nor
shall enforcement of the rights of such Seller under the terms of this Agreement
or the Double L Stock Purchase Agreement.

    


    (d)           Such Seller acknowledges that any violation by such Seller of any of
the restrictive covenants contained in this Section
2.5 would cause continuing and irreparable harm to the Buyer and the Company for which monetary damages would not be adequate compensation.  Each of the
Sellers, therefore, agrees that, if a Seller violates or threatens to violate any of these restrictive
covenants, the Buyer or the Company shall
be entitled, in addition to any other legal or equitable remedies available to
it, to entry of injunctive relief by any court of competent jurisdiction
enjoining such breach and securing specific performance of
this Section 2.5 of this Agreement.

    


    If a final judgment of a court determines that any term or provision
contained in this Section 2.5 is invalid or
unenforceable, then the parties agree that a court or tribunal will have the
power to reduce the scope, duration or geographic area of the term or provision,
to delete specific words or phrases or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable
term or provision. This Section 2.5 will be
enforceable as so modified after the expiration of the time within which the
judgment may be appealed.  Each of the Sellers
acknowledges
that
(i) this Section
2.5 is reasonable and necessary to
protect and preserve the Buyer’s and Company’s legitimate business interests
after the Closing and to prevent any unfair advantage
from being conferred on any of the Sellers and (ii) Buyer would not have entered into this
Agreement unless each of the Sellers
agreed to be subject to
all the restrictions set forth in this Section 2.5.  Each of the Sellers
further acknowledges
that such Seller has been represented by counsel of
Seller’s choosing in the negotiation of
this Agreement, including this Section 2.5, and that each Seller is voluntarily agreeing to this
Section 2.5.

    


    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 to 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 on Sellers 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 Release 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 Double L Stock Purchase Agreement or under any agreement or
document delivered or executed by the Company or Buyer in connection with this
Agreement or the Double L Stock Purchase Agreement, (iii)  against the
Company or Buyer arising under this Agreement, the Double L 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 Double L 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 9.2 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
Pat Dillman 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 Double L Stock Purchase Agreement or under any agreement or document
delivered or executed by the Sellers in connection with this Agreement or the
Double L Stock Purchase Agreement, or (ii) against the Sellers arising
under this Agreement, the Double L Stock Purchase Agreement or under any other
agreement or document delivered or executed by the Sellers in connection with
this Agreement or the Double L 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.

    


    2.8           Certain Employment
Matters.

    


    Nothing in this Section 2.8 or this Agreement shall create any rights for any employees of the Company (other than the Sellers), of Buyer or of any Related Person, and no employees
of the Company (other than Sellers) shall
be entitled to rely upon this Agreement for any purpose
whatsoever.

    


    2.9           Post-Closing
Deliveries.

    


    Sellers and the Company shall cooperate
in the preparation and delivery to Buyer of a balance sheet of the Company as of
September 30, 2008 (the "Closing Balance Sheet") on or
before October 31, 2008.  The Closing Balance Sheet shall fairly
present the items listed thereon as of September 30, 2008 on an accrual basis
whereby the policies and methods of accounting historically used by the Company
have been applied on a consistent basis, shall fairly present in all material
respects the financial position of the Company as of September 30, 2008, shall
reflect the results of Grant Thornton's computation of liability for sales and
income taxes, and shall reflect the results of a physical inventory of raw
material, work-in-process, finished goods, used equipment, other inventory items
and fixed assets taken by the Company effective at September 30, 2008, with
Buyer's internal and external auditors and other Representatives having had the
opportunity to observe such physical inventory and review all ledgers and
supporting information, and having had full access after delivery to review the
Closing Balance Sheet.

    


    


    ARTICLE
3. REPRESENTATIONS AND WARRANTIES OF
THE
COMPANY AND THE
SELLERS.

    


    The Company hereby makes to Buyer the representations and warranties
contained in this Article III (other than Sections 3.2(c) and 3.3(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 3.2(c) and 3.3(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”).  

    


    3.1           Organization and Good
Standing.

    


    (a)           Schedule
3.1(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 Company 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.

    


    3.2           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 3.2(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 Company Contract or any Contract (including
without limitation any loan documents) to which the Company is a party or to which any of 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 on Schedule 3.2(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.

    


    3.3           Capitalization.

    


    (a)           Schedule
3.3(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
3.3(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 3.3(a)
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.

    


    3.4           Financial
Statements.

    


    (a)           Schedule 3.4(a)
sets forth (i) the balance sheet of the Company as of December 31, 2007 (together with
the notes thereto, the "2007 Balance Sheet") and (ii) the related statements of income, retained earnings and cash
flows of the Company as of December 31,
2007 (the 2007 Balance
Sheet together with the related statements of income, retained earnings and cash
flows, including the reports thereon, collectively, the "Financial
Statements").  thereon, collectively, the "Financial
Statements").  The Financial Statements have been prepared on
an accrual basis whereby the policies and methods of accounting historically
used by the Company have been applied on a consistent basis, and fairly present
the financial position and results of the operations and cash flows of the
Company in all material respects as of the date thereof and for the period
indicated (except as indicated in the notes thereto).

    


    (b)           During
the period covered by the Financial Statements, the Company
has conducted no business other than its current Business.  Except as
set forth in Schedule
3.4(b), all liabilities and obligations of the Company, whether absolute,
accrued, contingent or otherwise, whether direct or indirect, and whether due or
to become due, which existed at the date of such Financial Statements have been
recorded in the balance sheets included in the Financial Statements or disclosed
in notes to the Financial Statements to the extent such liabilities and
obligations were customarily recorded and/or disclosed under the method of
accounting consistently used by the Company.  Except as set forth in
the notes to the Financial Statements or otherwise designated in the Financial
Statements with respect to a Related Person of a Seller, the liabilities on the 2007 Balance Sheet consist solely of accrued
obligations and liabilities incurred by the Company in the
Ordinary Course of Business to persons that are not Related Persons of the Company.  Except
as set forth in Schedule 3.4(b), the
statements of income included in the Financial Statements do not, for the
periods designated therein, contain any material items of special or
nonrecurring income or other income not earned, or omit any material item of
expense incurred, in each case in the ordinary course of business except as
expressly specified therein.  The Company has records that accurately
and validly reflect its transactions and accounting controls sufficient to
insure that (i) such transactions are in all material respects executed in
accordance with its management’s general or specific authorization, (ii) such
transactions are recorded as necessary to permit timely preparation of financial
statements in conformity with the Company’s customary method of accounting (iii)
access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.  Except as set forth in
Schedule
3.4(b), the Company maintains a standard system of accounting established
and administered on a consistent basis.

    


    (c)           Except
as noted on Schedule 3.4(c), all notes and accounts receivable of the Company
are reflected properly on its books and records, are valid receivables, have
arisen solely out of bona fide performance of services and other business
transactions in the ordinary course of business consistent with past practices,
in each case with persons other than Related Persons of the Company or a Seller,
are, to the Knowledge of the Company, not subject to valid defenses, setoffs or
counterclaims other than warranty claims occurring in the ordinary course of
business.  The Company has performed all obligations with respect to
such notes and accounts receivable of the Company which it was obligated to
perform to the date of this Agreement.  Schedule 3.4(c) sets
forth an aging of the accounts receivable and accounts payable of the Company as
of the date set forth on such schedule, which aging is consistent with
historical patterns.  During the immediately preceding six (6) months,
the Company has paid to the extent then due and owing all trade payables and
other expenses on or before the date specified therein for payment or such other
date (consistent with past practice) that the Company has customarily paid such
payable or expense.

    


    (d)           All
Company Indebtedness is disclosed in Schedule
3.4(d).

    


    (e)           Except
(i) as reflected in the 2007 Balance Sheet and Liabilities incurred in the
ordinary course of business for which neither accrual nor
footnote disclosure is provided for under the Company’s customary method of
accounting consistent with past practice, (ii) for
liabilities incurred in the ordinary course of business
consistent with past practice since the date of the 2007 Balance Sheet, and (iii) Liabilities set forth in Schedule 3.4(e), the
Company has no material obligations or liabilities of a type required to be set forth on a balance sheet
prepared in accordance with the Company’s historical method of
accounting.

    


    3.5           Books and
Records.

    


    The minute books and stock record books 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 since January 1, 2008, and, since such date,
no meeting of any such stockholders, board of directors, or committee thereof
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 adverse effect on the Company or create a material obligation of
the Company.  At the Closing, all of those books
and records will be in the possession of the Company.

    


    3.6           Title to Properties;
Encumbrances.

    


    Schedule 3.6 contains
a complete and accurate list of all real property leaseholds, or other realty
interests owned by the Company.  The Company does not own any fee simple interest in real estate or any
options to acquire the same.  The Company has
delivered or made available to Buyer copies of the leases and
other instruments by which the Company holds real property interests, and copies of all title insurance policies,
opinions, abstracts, and surveys in the possession of Sellers
or the Company and relating to such property or
interests.  Except as disclosed on Schedule 3.6, the Company holds good title subject only to the matters permitted by
the following sentence, in all of the material properties and assets (whether
real, personal, or mixed and whether tangible or intangible) that presently are
used in the operation of the business of the Company,
including all of the properties and assets reflected in the 2007 Balance Sheet (except for
personal property disposed of or acquired since the date of the 2007 Balance Sheet in the Ordinary Course of Business), and all of the properties and assets
purchased or otherwise acquired by the Company since the date
of the 2007 Balance Sheet
(except for personal property acquired and sold since the date of the 2007 Balance Sheet in the Ordinary Course of Business and consistent with past
practice).  All material properties and assets reflected in the 2007 Balance Sheet are free and
clear of all Encumbrances.

    


    3.7           Ownership of Assets;
Condition and Sufficiency of Assets.

    


    (a)           Owned
Assets.  The Company owns and has good
title, without Encumbrance, or has the valid right to use to
all of the tangible assets currently used by the Company in conjunction with the
operation of the Company’s business or located at the Prairie du Chien, Wisconsin facility, excluding
land and buildings, which assets are reflected in the 2007 Balance Sheet of the Company (the "Owned Assets"), except (i) as described on Schedule 3.7, and
(ii) for the dispositions and acquisition of assets in the
Ordinary Course of Business since December 31,
2007.

    


    (b)           Condition and Sufficiency of
Assets.  Except as set forth on Schedule 3.7, to the
Knowledge of the Company, the buildings,
structures, and equipment used by the Company are
structurally sound and in good operating condition and repair, ordinary wear and
tear excepted, and are adequate for the uses to which they are currently being
put.

    


    3.8           Accounts
Receivable and
Inventory.

    


    (a)           All
accounts receivable of the Company that are reflected on the
2007 Balance Sheet
(collectively, the "Accounts Receivable")
represent valid obligations arising from sales actually made or services
actually performed in the Ordinary Course of Business of the
Company.  Except as disclosed on Schedule 3.8(a), unless paid prior to
the Closing Date, the Accounts
Receivable are or will be to the Knowledge of the Company as of the Closing Date current and collectible net of the respective reserves
shown on the Closing Balance Sheet (which reserves are adequate and calculated
consistent with past practice).  Except as disclosed on Schedule
3.8(a), to the Knowledge of the Company, there is no contest, claim, or right of
set-off, other than returns in the ordinary course of the Company’s business, under any Contract with any
obligor of an Accounts Receivable relating to the amount or
validity of such Accounts Receivable.  Schedule 3.8(a)
contains a complete and accurate list of all Accounts
Receivable as of the date set forth on such schedule, which list sets forth the
aging of such Accounts Receivable.

    


    (b)           Except
as disclosed on Schedule 3.8(b), all inventory of the Company, whether or not reflected in the 2007 Balance Sheet, consists of a quality and
quantity usable and salable in the Ordinary Course of
Business of the Company consistent with the historic past
practice of the Company, except for obsolete items and items of below-standard
quality, all of which will have been written off or written down to net
realizable value in the Closing Balance Sheet.  Except as set forth on Schedule 3.8(b), the
Company maintains all its inventories at its Prairie du Chien, Wisconsin location and none
of such inventory is subject to any Encumbrance except
Company Indebtedness.

    


    3.9           Accounts
Payable.

    


    All accounts payable of the Company that are
reflected on the 2007 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
3.9 contains a complete and accurate list of all accounts payable of the
Company as of the date set forth on such
schedule.

    


    3.10           No Undisclosed Liabilities.

    


    Except as set forth in Schedule 3.10, 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 2007 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.

    


    3.11           Taxes.

    


    (a)           Except
as set forth in Schedule 3.11(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, except such taxes, if any, as are
listed in Schedule 3.11(a) and
are being contested in good faith and as to which adequate reserves have been
provided in the 2007 Balance Sheet.  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
3.11(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
3.11(b), are being contested in good faith by appropriate
proceedings.  Schedule
3.11(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
3.11(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.  There exists no
proposed tax assessment against the Company except as
disclosed in the 2007 Balance Sheet or in Schedule
3.11(c).  Except as disclosed on Schedule 3.11(c), 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)           All
Tax Returns filed by (or that include on a consolidated
basis) the Company are true, correct, and
complete.  There is no tax sharing agreement that will require any
payment by the Company after the date of this Agreement.  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
3.11(d).

    


    3.12           No Material Adverse
Change.

    


    Since the
date of the 2007 Balance Sheet, to the Knowledge of the Company, there has been
no Material Adverse Change in the business, results of operations, properties,
assets, or financial condition of the Company taken as a whole; 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.

    


    3.13           Employees and Employee
Benefit Plans.

    


    (a)           Schedule
3.13(a) lists each employment, bonus, deferred compensation, pension,
stock option, stock appreciation right, profit-sharing or retirement plan,
arrangement or practice, each medical, vacation, retiree medical, severance pay
plan, and each other agreement or fringe benefit plan, arrangement or practice,
of the Company, whether legally binding or not, which
affects one or more of its employees, including all "employee benefit plans" as defined by Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the
"Plans").

    


    (b)           For
each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Company delivered to the Buyer correct and complete copies of the plan documents, plan
amendments, and summary plan descriptions, the determination letters received
from the IRS, the most recent Form 5500
Annual Report, and all related trust agreements, insurance contracts and funding
agreements which implement each such Plan.

    


    (c)           The
Company has no commitment, whether formal or informal and
whether legally binding or not, (i) to create any additional
such Plan; (ii) to modify or change any
such Plan; or (iii) to maintain any such
Plan for any period of time.

    


    (d)           Neither
the Company nor any Plan nor any
trustee, administrator, fiduciary or sponsor of any Plan has
engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the IRC for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the IRC; except as disclosed on Schedule 3.13(d), all filings, reports
and descriptions as to such Plans (including Form 5500 Annual Reports, Summary Plan Descriptions, and Summary Annual Reports) required to have been made or distributed
to participants, the IRS, the United
States Department of Labor and other governmental agencies have been made in a
timely manner or will be made on or prior to the Closing
Date; there is no material litigation, disputed claim, governmental proceeding or investigation pending or threatened with respect to any of such Plans,
the related trusts, or any fiduciary, trustee, administrator or sponsor of such
Plans; such Plans have been established,
maintained and administered in all material respects in accordance with their
governing documents and applicable provisions of ERISA and
the IRC and Treasury Regulations promulgated
thereunder; and each Plan which is intended to be a
qualified plan under Section 401(a) of the IRC has received a favorable determination letter from the IRS.

    


    (e)           To
the Knowledge of the Company, the Company has performed all
of its material obligations under all Plans.  The
Company, with respect to all Plans, and
each Plan is, in compliance, in all material respects, with
ERISA, the IRC, and other applicable
Laws.

    


    (f)           The
consummation of the Contemplated Transactions will
not:  (i) result in the payment or series of
payments by the Company to any employee or other Person of an "excess parachute payment" within the meaning of
Section 280G of the IRC, nor (ii) accelerate the time of payment or
vesting of any stock option, stock appreciation right, deferred compensation,
severance bonus or other employee benefits under any Plan
(including vacation and sick pay).

    


    (g)           None
of the Plans which are "welfare benefit
plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after
termination or retirement from employment, except for COBRA rights under a
"group health plan" as defined in IRC Section
4980B(g) and ERISA Section
607.

    


    (h)           Neither
the Company nor any entity which would be treated as a
single employer with the Company under IRC Section 414 ("ERISA Affiliate") has ever
participated in or withdrawn from a multi-employer plan as defined in Section
4001(a)(3) of Title IV of ERISA, and the Company has not incurred and does not
owe any liability as a result of any partial or complete withdrawal by any
employer from such a multiemployer plan as described under Sections 4201, 4203,
or 4205 of ERISA.

    


    (i)           Neither
the Company nor any ERISA Affiliate maintains or contributes or
ever has maintained or contributed to any Plan that is
subject to Title IV of ERISA or the minimum funding
standards of Section 412 of the IRC.

    


    3.14           Compliance With
Legal
Requirements;
Governmental Authorizations.

    


    (a)           Except
as set forth in Schedule
3.14(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)           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)           To the Company’s Knowledge, Schedule 3.14(b)
contains a complete and accurate list of each material Governmental Authorization that is held by the Company or, to the extent necessary to enable the Company to operate the Business in the manner presently
conducted.  Each Governmental
Authorization listed or required to be listed in Schedule 3.14(b) is
valid and in full force and effect.  To the Company’s Knowledge,
except as set forth in Schedule
3.14(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
3.14(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
3.14(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
3.14(b);

    


    (iii)           all
applications required to have been filed for the renewal of the Governmental Authorizations listed or required to
be listed in Schedule
3.14(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
3.14(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.

    


    3.15           Legal Proceedings; Orders.

    


    (a)           To
the Knowledge of the Company, Schedule 3.15(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 challenges, 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
3.15(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 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 3.15(a), to
the Knowledge of the Company (a) 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 Proceeding.  The Company has made available to Buyer
copies of all pleadings, correspondence, and other documents relating to each
Proceeding listed in Schedule
3.15(a).  To the Knowledge of the Company, the Proceedings listed in Schedule 3.15(a) will
not have a Material Adverse Effect.

    


    (b)           To
the Knowledge of the Company, except as set forth in Schedule
3.15(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
3.15(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.

    


    3.16           Absence of Certain Changes
and Events.

    


    Except as set forth in Schedule
3.16,
since December 31, 2007, except for changes taken and/or changes made at the
request of or authorized by Buyer, or otherwise taken or
made pursuant to this Agreement, the Company has conducted its business only in the Ordinary Course of Business and 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)           increase
by the Company of any bonuses, salaries, distribution, or
other compensation to any stockholder, director, officer, or (except in the
Ordinary Course of Business) employee or entry into any
employment, severance, or similar Contract
with any director, officer, or employee;

    


    (d)           adoption
of, or increase in the payments to or benefits under, any profit sharing, bonus,
deferred compensation, savings, insurance, pension, retirement, or other
employee benefit plan for or with any employees of the Company; damage to or destruction or loss of any material asset or
property of the Company, whether or not covered by insurance, which has resulted
in a Material Adverse Effect;

    


    (e)           entry
(other than in the Ordinary Course of Business) into,
termination of, or receipt of notice of termination of (i)
any license, distributorship, dealer, sales representative, 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 material asset or property of the Company or mortgage, pledge, or imposition of any lien or other
encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of
the Intellectual Property Assets;

    


    (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 any of Company or Sellers to do any of the foregoing.

    


    3.17           Contracts; No
Defaults.

    


    (a)           Schedule
3.17(a)(i) through Schedule
3.17(a)(xiii) lists the Contracts described in this Section 3.17(a),
including the parties to the Contracts.  The
Company has delivered or made available to Buyer true and complete copies of each of the Company Contracts or other documents listed in
Schedule 3.17(a)(i)
through Schedule
3.17(a)(xiii):

    


    (i)           Each
material Company Contract that involves
performance of services or delivery of goods or materials to the Company is described and listed on Schedule
3.17(a)(i);

    


    (ii)           Each
Company Contract that was not entered into
in the Ordinary Course of Business and that involves
expenditures or receipts of the Company in excess of Twenty-Five Thousand Dollars
($25,000) on an annualized basis is described and listed on Schedule
3.17(a)(ii);

    


    (iii)           Each
material lease, rental or occupancy agreement, license, installment and
conditional sale agreement, and other Company Contract affecting the ownership of, leasing of, title to,
use of, or any leasehold or other interest in, any real or personal property is
described and listed on Schedule
3.17(a)(iii);

    


    (iv)           Each
licensing agreement or other Company
Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements
with current or former employees, consultants, or contractors regarding the
appropriation or the non-disclosure of any of the Intellectual Property Assets is described and listed on Schedule 3.17(a)(iv);

    


    (v)           Each
employment agreement to which the Company is a party and any
other Company Contract relating to the
provision of services, and compensation therefor, by any employee, agent,
director, independent contractor, or consultant of the Company is described and listed on Schedule 3.17(a)(v);
any collective bargaining agreement and other Company Contract to or with any labor union or other employee
representative of a group of employees is described and listed on Schedule
3.17(a)(v);

    


    (vi)           Each
joint venture, partnership, and other Company Contract (however named) involving a sharing of profits,
losses, costs, or liabilities by the Company with any other
Person is described and listed on Schedule
3.17(a)(vi);

    


    (vii)           Each
Company Contract containing covenants that
in any way purport to restrict the business activity of the Company or any Related Person of the Company or limit the freedom of the Company or
any Related Person of the Company to
engage in any line of business or to compete with any Person
is described and listed on Schedule
3.17(a)(vii);

    


    (viii)                      Each
power of attorney that is currently effective and outstanding is described and
listed on Schedule
3.17(a)(viii);

    


    (ix)           Each
Company Contract entered into other than in
the Ordinary Course of Business that contains or provides
for an express undertaking by the Company to be responsible
for consequential damages, is described and listed on Schedule
3.17(a)(ix);

    


    (x)           Each
Company Contract for capital expenditures
in excess of Seventy-Five Thousand Dollars ($75,000) during any twelve (12) month period is described
and listed on Schedule
3.17(a)(x);

    


    (xi)           Each
written warranty, guaranty, and or other similar undertaking with respect to
contractual performance extended by the Company other than
in the Ordinary Course of Business is described and listed
on Schedule
3.17(a)(xi);

    


    (xii)           Each
Company Contract evidencing the obligation
of the Company to repay borrowed money, including any
obligations as the maker or guarantor of a promissory note is described and
listed on Schedule
3.17(a)(xii);

    


    (xiii)                      Each
material amendment, supplement, and modification (whether oral or written) in
respect of any of the foregoing Contracts is
described and listed on Schedule
3.17(a)(xiii).

    


    (b)           Except
as set forth in Schedule
3.17(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)           to
the Knowledge of the Company, 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 3.17(c),
each Contract identified or
required to be identified in Schedule 3.17(a)(i)
through Schedule
3.17(a)(xiii) 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 and by general equitable
principles.

    


    (d)           To
the Knowledge of the Company, except as set forth in Schedule
3.17(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 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, 2008, 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.

    


    3.18           Insurance.

    


    (a)           The
Company has delivered to Buyer, and
provided a reasonable summarized description thereof on Schedule
3.18(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
3.18(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 the Company, except as set forth on Schedule
3.18(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.

    


    3.19           Environmental
Matters.

    


    Except as set forth in Schedule
3.19:

    


    (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  the Company has or had an interest
(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 is or 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 nor 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
3.19.

    


    (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 , the Company,
or any other Person.

    


    (g)           The
Company has 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.

    


    3.20           Employees.

    


    (a)           Schedule
3.20(a) contains a complete and accurate list of the following
information for each employee or director of the Company,
including each employee on leave of absence or layoff status: employer; name;
and current compensation paid or payable.

    


    (b)           To
the Knowledge of the Company and except as set forth on Schedule 3.20(b), no
employee or director of the Company is a party to, or is
otherwise bound by, any agreement or arrangement, including any confidentiality,
non-competition, or proprietary rights agreement, between
such employee or director and any other Person ("Proprietary Rights Agreement")
that in any way adversely affects or will affect (i) the
performance of his or her duties as an employee or director of the Company, or (ii) the ability of the Company to conduct its business, including any Proprietary Rights Agreement with  the Company by any  such employee or director.  The
Company has not obtained Knowledge that
any director, officer, or other key employee of the Company
intends to terminate his or her employment with the Company.

    


    (c)           Schedule
3.20(c) also contains a complete and accurate list of the following
information for each retired employee or director of the Company, or their dependents, receiving benefits or scheduled to
receive benefits in the future: name, pension benefit, pension option election,
retiree medical insurance coverage, retiree life insurance coverage, and other
benefits.

    


    3.21           Labor Relations;
Compliance.

    


    Since January 1, 2005, except as disclosed in Schedule
3.17(a)(v), none of the Company has been and none is
now a party to any collective bargaining or other labor Contract.  Since January 1, 2005, there has not been,
there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown,
picketing, work stoppage, or employee grievance process, (b)
any Proceeding against or affecting the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment
matters, including any charge or complaint filed by an employee or union with
the National Labor Relations Board, the Equal Employment
Opportunity Commission, or any comparable Governmental Body,
organizational activity, or other labor or employment dispute against or
affecting the Company or its premises, or (c) any application for certification of a collective bargaining
agent. To the Knowledge of the Company, no event has occurred or circumstance exists that could reasonably
be expected to provide the basis for any work stoppage or other labor
dispute.  There is no lockout of any employees by the Company, and no such action is contemplated by the Company.  To the Knowledge of the Company, the Company has complied in all material respects with all
material Legal Requirements relating to employment, equal
employment opportunity, nondiscrimination, immigration, wages, hours, benefits,
collective bargaining, the payment of social security and similar taxes,
occupational safety and health, and plant closing.  To the Knowledge
of the Company, the Company is not liable for the payment of
any material compensation, damages, taxes, fines, penalties,
or other amounts, however designated, for failure to comply with any of the
foregoing Legal Requirements.

    


    3.22           Intellectual Property and
Intangible Assets.

    


    (a)           Intellectual Property Assets—The term "Intellectual Property Assets"
includes the following assets owned, used, or licensed by the Company as licensee or licensor:

    


    (i)           the
name "Dillman Equipment,
Inc.," and all fictional business names, trading names, registered and
unregistered trademarks, service marks, and applications (collectively, "Marks");

    


    (ii)           all
patents, patent applications, and inventions and discoveries that may be
patentable (collectively, "Patents");

    


    (iii)           all
copyrights in both published works and unpublished works (collectively, "Copyrights");

    


    (iv)           all
know-how, trade secrets, confidential information, customer
lists, software, technical information, data, process technology, plans, drawings, and blue prints (collectively, "Trade
Secrets").

    


    (b)           Agreements—Schedule
3.22(b) contains a complete and accurate list and
summary description, including any royalties paid or received by the Company, of all Contracts relating to the Intellectual Property
Assets and all covenants not to compete to which the Company
is a party or by which the Company is bound, except for any
license implied by the sale of a product and perpetual, paid-up licenses for
commonly available software programs with a value of less than Five Thousand
Dollars ($5,000) under which the Company
is the licensee. There are no outstanding and, to the Knowledge of any of the Sellers, no Threatened disputes or disagreements with respect to any such
agreement.

    


    (c)           Know-How
Necessary for the Business

    


    (i)           The
Intellectual Property Assets are all those reasonably
necessary for the operation of the Company’s business as it
is currently conducted.  The Company is the owner of all right, title, and interest in and to each of the
Intellectual Property Assets applicable to its business,
free and clear of all liens, security interests, charges, encumbrances,
equities, and other adverse claims, and has the right to use without payment to
a third party all of the Intellectual Property
Assets.

    


    (ii)           To
the Knowledge of the Company, except as set forth in Schedule 3.22(c)(ii),
no employee of the Company has entered into any Contract that restricts or limits in any way the scope or type of
work in which the employee may be engaged or requires the employee to transfer,
assign, or disclose information concerning the employee’s work to anyone other
than the Company.

    


    (d)           Patents, Trademarks and Copyrights— Schedule 3.22(d)
contains a complete and accurate list and summary description of all Patents, Marks and registered Copyrights of the Company.

    


    (e)           Trade Secrets—The Company has
taken all commercially reasonable precautions to protect the secrecy,
confidentiality, and value of its Trade
Secrets.

    


    (f)           To
the Knowledge of the  Company, no claim is pending
or Threatened that the Company has interfered with, infringed upon,
misappropriated or otherwise come into conflict with any intellectual property
rights of third parties, other than as listed in Schedule 3.22(d), and
none of the Sellers and the directors and officers (and
employees with responsibility for intellectual property matters) of the Company has Knowledge of a pending or Threatened charge, complaint,
claim, demand, or notice alleging any such interference, infringement,
misappropriation, or violation (including any claim that the Company must license or refrain from using any intellectual
property rights of any third party).  To the Knowledge of the Company,
no claim is pending or Threatened that any third party has interfered with,
infringed upon, misappropriated, or otherwise come into conflict with any of the
Intellectual Property Assets.  To the Knowledge of
the Company, the Company will not interfere with, infringe
upon, misappropriate, or otherwise come into conflict with, any intellectual
property rights of third parties as a result of the continued operation of its
businesses as presently conducted.

    


    3.23           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.

    


    3.24           Relations with Related
Persons.

    


    Except for this Agreement (respecting the
contemplated post-Closing obligations of the Company) and as
set forth in Schedule
3.25, no Seller or any Related
Person of any of the Sellers is a party to any Contract with, or has any claim or right against, the Company.

    


    3.25           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.

    


    3.26           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 III, 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 MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE) WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES, THE STOCK, THE
BUSINESSES OR ASSETS OF THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED.

    


    


    ARTICLE
4.  REPRESENTATIONS AND
WARRANTIES OF BUYER

    


    Buyer represents and warrants to Sellers as follows:

    


    4.1           Organization and Good
Standing.

    


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

    


    4.2           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.

    


    4.3           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.

    


    4.4           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.

    


    4.5           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.

    


    4.6           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
5. COVENANTS PRIOR TO CLOSING
DATE

    


    5.1           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 8
and (y) the Closing (the “Interim Period”), except as set forth on Schedule 5.1(a),
and except with the consent of the Buyer, the Company (a) will conduct its
business in the Ordinary Course of Business and use its Best Efforts to maintain
its relationships with customers, suppliers, agents and employees; (b) will not
pay any dividends or make any other distributions to the Sellers other than in
the Ordinary Course of Business or pursuant to compensation or benefit
arrangements established prior to the date hereof; (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, write off as uncollectible any
note or account receivable, except write-offs in the Ordinary Course of
Business; and (f) will not grant any increase in the rate of wages, salaries,
bonuses or other remuneration of any Seller or, except in the Ordinary Course of
Business, any other employee of the Company.

    


    5.2           Access.

    


    During
the Interim Period, the Company shall allow the Buyer and its Representatives to
have reasonable access to its premises, senior management employees, officers
and directors 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 unreasonably 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 business and properties of the Company as
the Buyer shall from time to time reasonably request.  Notwithstanding
the foregoing to the contrary, Buyer agrees that Buyer shall ensure that access
to all and any portion the Company’s “Job Boss” and its contents and information
shall not be permitted (and shall not occur) for those employees or
Representatives of Buyer whose primary responsibility is sales and marketing of
asphalt mixing and related products.  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 Astec,
dated December 20, 2007, and acknowledged December 24, 2007 by the Company (the
“Confidentiality Agreement”), shall 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.

    


    5.3           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.

    


    5.4           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 of the
Company 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.

    


    5.5           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 (other than in the
Ordinary Course of Business) of the Company, or any of the capital stock of the Company, or any merger, consolidation, business combination, or
similar transaction involving the Company.

    


    5.6           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
with a Governmental Body in order to consummate the Contemplated Transactions.  During the Interim Period,
the Company agrees that it will 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 with a Governmental Body in order to consummate
the Contemplated Transactions.  During the Interim Period, the Buyer
agrees that it will (a) 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 (b) reasonably cooperate with
the Company in obtaining all Consents identified in Schedule
3.2(b).

    


    5.7           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 3.2(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 (a) 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.

    


    5.8           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
5 or, upon such Seller acquiring Knowledge thereof, of the occurrence of
any event that may make the satisfaction of the conditions in Article 6
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 5 or, upon
the Company acquiring Knowledge thereof, of the occurrence of any event that may
make the satisfaction of the conditions in Article 6 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 5 or, upon
the Buyer acquiring knowledge thereof, of the occurrence of any event that may
make the satisfaction of the conditions in Article 7 impossible
or unlikely.

    


    5.9           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
6. 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):

    


    6.1           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
3.1, 3.2, 3.3, 3.24 and 3.25, 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.

    


    6.2           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)           Each
document required to be delivered pursuant to Section 2.4(a)-(c)
must have been delivered.

    


    (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 Date (other than
by Buyer) 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
conditions precedent to closing (for the benefit of Buyer) under the Double L
Stock Purchase Agreement shall have been satisfied.

    


    (e)           The
Company's 401(k) retirement plan shall have been terminated at least one (1) day
prior to the Closing Date.

    


    6.3           Consents.

    


    Each of the Consents identified or required to
be identified on Schedules 3.2(b)(ii)
must have been obtained and must be in full force and effect (or the termination
of the promissory note thereon to M&I Marshall & Isley Bank shall have
been obtained).

    


    6.4           Additional Documents; Due
Diligence Investigation; Certain Payables.

    


    (a)           Each
of the following documents must have been delivered to Buyer:

    


    (i)           the
opinion of Shuttleworth & Ingersoll, P.L.C. dated the Closing Date, in
substantially the form attached hereto as Exhibit 6.4(a)(i);

    


    (ii)           fully
executed and enforceable employment agreement between the Company and Brian
Dillman in form substantially the same as Exhibit 6.4(a)(ii)
(the "Dillman Employment
Agreement").

    


    (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.

    


    6.5           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.

    


    6.6           No Claim Regarding Stock
Ownership or Sale Proceeds.

    


    There must not have been made or Threatened by
any Person (other than the Sellers 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.

    


    6.7           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
7. 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):

    


    7.1           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.

    


    7.2           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 Section 2.4, and Buyer and
Escrow Agent must have made the respective cash payments
required to be made by each of Buyer and Escrow Agent 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 Double L Investments, Inc. shall be
completed simultaneously in accordance with the Double L Stock Purchase
Agreement.

    


    7.3           Consents.

    


    Each of the Consents identified in Schedule 3.2(b)(ii)
must have been obtained and must be in full force and effect (or the termination
of the promissory note thereon to M&I Marshall & Isley Bank shall have
been obtained).

    


    7.4           Additional
Documents.

    


    (a)           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 7.4(a)(i); and

    


    (ii)           the
fully executed and enforceable Dillman Employment Agreement.

    


    7.5           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
8. TERMINATION

    


    8.1           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
mutual consent of Buyer
and Sellers’ Representative;
or

    


    (c)           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.

    


    8.2           Effect of
Termination.

    


    Each party’s right of termination under Section 8.1 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 Section 8.1, all further
obligations of the parties under this Agreement will
terminate, except that the rights and obligations in Article 10 and the
Escrow Agreement will survive; provided, however, that if this Agreement is terminated by a party because of the breach of this 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
9. INDEMNIFICATION;
REMEDIES

    


    9.1           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:

    


    Sections 3.11; 3.13; and 3.19.

    


    (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:

    


    Section 3.3.

    


    (c)           The
representations and warranties of Buyer contained in Sections 4.2, 4.5 and 4.6 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 Buyer or Sellers’ Representative (as the case may be) 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 9 shall be valid if made
after expiration of the applicable survival period.

    


    9.2           Indemnification by
Sellers.

    


    (a)           Beginning
after the Closing and subject to the limits and terms set forth in this Article
9, 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;
or

    


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

    


    (b)           Beginning
after the Closing and subject to the limits and terms set forth in this Article 9, 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;
or

    


    (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
9.  To the extent Sellers are excused from liability under this
Article 9
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
9.2.  Rather, the Sellers shall be considered to be additional
insureds.

    


    9.3           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.

    


    9.4           Indemnity
Limitations—Sellers.

    


    Notwithstanding
any provision of this Article 9 to the
contrary,

    


    (a)           The
Sellers will have no liability (for indemnification or otherwise) under Section 9.2 until,
and only to the extent that, the cumulative total of all Damages with respect to
Section 9.2
exceeds Two Hundred Thousand Dollars ($200,000) (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 9.2
shall not exceed Three Million Dollars ($3,000,000) (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 3.2(c), Section 3.3 and Section 3.25 or the
covenants under Section
2.5.  The total cumulative amount of Damages for which the
Sellers may be liable to the Buyer Indemnified Parties under this Article 9 arising
from any breach or inaccuracy of the representations and warranties contained in
Section 3.2(c),
Section 3.3 and
Section 3.25
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
9 (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.

    .

    9.5           Indemnity
Limitations—Buyer.

    


    Buyer
will have no liability (for indemnification or otherwise) under Section 9.3 until,
and only to the extent that, the cumulative total of all Damages with respect to
such matters exceeds Two Hundred Thousand Dollars
($200,000).  Notwithstanding the foregoing limitation, this Section 9.5 shall not
apply to: (i) any breach by Buyer of the representations or warranties of Sections 4.5 or 4.6;
or (ii) any covenant or obligations of Buyer under this Agreement to be
performed after the Closing Date.

    


    9.6           Procedure for
Indemnification—Third Party Claims.

    


    (a)           Promptly
after receipt by an indemnified party under Sections 9.2 or 9.3 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 Section, 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 Section 9.6(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 9 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
9.6.

    


    (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.

    


    9.7           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.

    


    9.8           Treatment of Indemnification
Payment.

    


    If Buyer
or any Seller makes any payment to an indemnified party pursuant to this Article 9, then such
amount shall be treated as an adjustment to the Purchase Price.

    


    9.9           Exclusive Remedy and
Escrow.

    


    Except
pursuant to the Escrow Agreement or except as provided in Section 2.5, the
remedies and causes of action provided in this Article 9 shall be
the exclusive remedies and causes of action of the Parties hereto (including,
without limitation, as to any Buyer Indemnified Parties or Seller Indemnified
Parties) 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 for the period after Closing.  The
Buyer Indemnified Parties agree that (a) any and all claims for Damages under
this Article 9
shall first be made against and satisfied out of the Escrow Amount pursuant to
the Escrow Agreement, and (b) the Sellers shall not have any liability under
this Article 9,
if at all, until the Buyer Indemnified Parties have fully exhausted the Escrow
Amount in pursuit of any such claims.

    


    


    ARTICLE 10.  GENERAL
PROVISIONS

    


    10.1           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 forgoing, prior to or at the
Closing, the Sellers shall reimburse the Company for any such expenses incurred
by the Company prior to Closing for attorneys’ fees and expenses or for Grant
Thorton’s transaction advisory services.  The Sellers agree to assume
responsibility for, and promptly pay, all attorneys’ fees and expenses (and
Grant Thorton’s fees 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.

    


    10.2           Mandatory
Arbitration.

    


    (a)           Any
controversy or claim between or among the parties  (other than those
related to  Section 2.5, 10.13,
and/or employment matters, including the Dillman Employment Agreement, 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 claim based
on or arising from an alleged tort, shall be determined by binding arbitration
in accordance with 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, the arbitration shall be conducted in Madison,
Wisconsin, or at such other location within three hundred twenty-five (325)
miles from Madison, Wisconsin as may be mutually agreed to by 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, 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 (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.

    


    10.3           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 Double L Stock Purchase Agreement.

    


    10.4           Discretionary
Bonuses.

    


    At or
before Closing, the Company shall pay discretionary bonuses for fiscal year 2008
to management employees in an amount not to exceed Two Hundred Thousand Dollars
($200,000) in the aggregate.  Eligibility for a discretionary bonus
shall be limited to management employees employed as of September 30, 2008 and
discretionary bonuses shall not be paid to or for the benefit of any of the
Sellers.  The amount of each employee's discretionary bonus shall be
determined by the Company in consultation with Brian Dillman.

    


    10.5           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
Section 9.4 (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

              Dillman
      Equipment, Inc.

              34618
      County Highway K

              Prairie
      du Chien, Wisconsin  53821

              Fax:                                           

              Email:                                                      

            
	 
      	 
      
	
              Sellers'
      Representative:

            	
              Mr.
      Brian Dillman

              Dillman
      Equipment, 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

            
	 
      	 
      


    

    10.6           Waiver.

    


    Prior to
a 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.

    


    10.7           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
5.2.  This Agreement may not be amended except by a written
agreement executed by the party to be charged with the amendment.

    


    10.8           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 or in the case of the termination of the Bruce A.
Dillman Trust dated October 17, 1997.  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 Astec, Inc. shall be the
successor of the Company and all post-Closing rights and obligations of the
Company under this Agreement shall become after Closing 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.

    


    10.9           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.

    


    10.10                      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
7 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 9;
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 action 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 or refusing to take any action under this Agreement or any other
agreement signed or authorized by the Sellers’ Representative on the 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.

    


    10.11                      Section Headings;
Construction.

    


    The
headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to
"Section" or "Sections" refer to the corresponding Section or Sections 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.

    


    10.12                      Governing
Law.

    


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

    


    10.13                      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.

    


    
      	
              10.13  

            	
              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.

    


    


    [Remainder
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          2

        

         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      	 
      	
              BUYER:

            
	 
      	 
      
	 
      	
              ASTEC
      INDUSTRIES, INC.

            
	 
      	
               

               

              By:/s/ F. McKamy
      Hall                                 

              Title: Chief
      Financial Officer, Vice
President and
  Treasurer

            
	 
      
	 
      	 
      
	 
      	
              SELLERS:

            
	 
      	
               

              /s/ Brian
      Dillman                                               

            
	 
      	
              BRIAN
      DILLMAN, individually

            
	 
      	
               

              /s/
      Christine
      Dillman Kolb                                                                       

              CHRISTINE
      DILLMAN KOLB, individually

            
	 
      	 
      
	 
      	
              THE
      BRUCE A. DILLMAN TRUST DATED OCTOBER 17, 1997

               

              By:/s/ Patricia F.
      Dillman                                    

              Patricia
      F. Dillman, Co-Trustee

            
	 
      	
               

              By:/s/ John M.
      Bickel                                         

              John
      M. Bickel, Co-Trustee

            
	 
      	 
      
	 
      	
              COMPANY:

            
	 
      	
              DILLMAN
      EQUIPMENT, INC.

            
	 
      	
               

              By:/s/ Patricia F.
      Dillman                                    
Title:  President