<PAGE>
                                                                   EXHIBIT 10.31

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made on September
27, 2002, between Pak-Sak Industries, Inc., a Michigan Corporation ("Seller"),
Maxco, Inc., a Michigan Corporation ("Seller Shareholder" or "Shareholder")
("Seller Shareholder or "Shareholder, together with "Seller", "Seller Parties"),
P-S Business Acquisition Inc., a Michigan corporation to be formed
("BusinessCo") and P&D Real Estate, LLC, a Michigan limited liability company to
be formed ("Real EstateCo") (BusinessCo and Real EstateCo are herein together as
"Buyer", and Packaging Personified, Inc., an Illinois Corporation ("Guarantor,"
together with Buyer, "Buyer Parties").

                                   BACKGROUND

A.       Seller is engaged in the business of the manufacture and sale of
         polyethylene bags and protective packaging products (the "Business") at
         122 South Aspen Street, Sparta, MI 49345 (the "Premises"). Buyer
         desires to purchase, and Seller desires to sell to Buyer, the Purchased
         Assets (as defined in Section 1) on the terms and subject to the
         conditions of this Agreement.

B.       Seller Shareholder owns all of Seller's issued and outstanding capital
         stock. Seller Shareholder will receive a substantial economic benefit
         from Buyer's purchase of the Purchased Assets from Seller and is
         joining in this Agreement to make the representations, warranties,
         covenants, and indemnifications set forth in this Agreement as a
         condition to Buyer's willingness to purchase the Purchased Assets from
         Seller.

C.       Guarantor owns all of each Buyer's issued and outstanding capital stock
         or membership interest. Guarantor will receive a substantial economic
         benefit from Buyer's purchase of the Purchased Assets from Seller and
         is joining in this Agreement to make the representations, warranties,
         covenants, and indemnifications set forth in this Agreement and to
         guaranty Buyer's performance of its obligations under this Agreement as
         a condition to Seller Parties willingness to sell the Purchased Assets
         to Seller.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the Background and the terms and
conditions set forth in this Agreement, the Seller Parties and Buyer Parties
agree as follows:

1.       Assets Purchased. At the Closing, Seller shall sell, assign, convey,
         transfer, set over, and deliver to BusinessCo (except as otherwise
         noted) all of the assets, rights, and interests of every conceivable
         kind or character whatsoever, whether tangible or intangible, that on
         the Closing Date are owned by Seller or in which Seller has an interest
         of any kind except for Excluded Assets listed under Section 2. These
         include, without limitation, the following (collectively, the"
         Purchased Assets"):



<PAGE>




         a.       All furniture, fixtures and equipment, fixed assets and all
                  other items of tangible personal property, in each case
                  wherever located and whether or not capitalized on Seller's
                  books, including but not limited to, the property set forth on
                  Schedule 1A attached hereto (the "Personal Property").

         b.       All good and saleable inventory of any kind, character, nature
                  or description, wherever located including all finished goods,
                  work-in-process, supplies, raw materials, parts, scraps,
                  containers and packaging materials and including any consigned
                  inventory (the "Inventory").

         c.       All accounts, chattel paper, documents, and instruments,
                  including all accrued interest receivable and also any
                  security Seller holds for the payment thereof generated by the
                  Business (the "Receivables") and all of Seller's general
                  intangibles in connection with the Business and, to the extent
                  not otherwise constituting general intangibles, any interest
                  of Seller in any and all claims by Seller against any other
                  person in connection with the Business, whether now accrued or
                  later to accrue, contingent or otherwise, known or unknown,
                  including, but not limited to, all rights under express or
                  implied warranties from suppliers in connection with the
                  Business (except as they may pertain to Seller's liabilities
                  other than Assumed Liabilities), claims for collection or
                  indemnity, claims in bankruptcy, and chooses in action.

         d.       All Seller's right, title, benefit, and interest in and to
                  inventions, discoveries, improvements, designs, prototypes,
                  trade secrets, manufacturing and engineering drawings, process
                  sheets, specifications, bills of material, formulae and secret
                  and confidential processes, know-how, technology, and other
                  industrial property (whether patentable or unpatentable) used
                  in the Business (the "Intellectual Property") as listed on
                  Schedule 11.AA.

         e.       The real estate located at 122 South Aspen Street, Sparta,
                  Michigan, legally described on Schedule 1E attached hereto (to
                  be purchased by Real EstateCo) (the "Real Estate");

         f.       The full benefit of:

                  i.       Any and all purchase orders placed with and accepted
                           by Seller on or before the Closing Date in connection
                           with the Business that have not been completely
                           performed or filled before the Closing Date, covering
                           the purchase from Seller of products to be supplied
                           by Seller in the Business, or covering the rendition
                           by Seller of service on products supplied by Seller
                           in the Business and including all deposits, progress
                           payments, and credits of the Business, as set forth
                           on Schedule 1.F.1;

                  ii.      The purchase orders listed on Schedule 1.F.2 placed
                           by Seller prior to the Closing Date in connection
                           with the Business that have not been

<PAGE>
                           completely performed before the Closing Date,
                           covering Seller's purchase of inventory, supplies, or
                           materials in the ordinary course of business; and

                  iii.     The leases of personal property and other agreements
                           listed in Schedule 1.F.3.

         (All the items listed in this Section 1.F are the" Contracts and
         Commitments").

         g.       All records and lists of the Business that pertain directly or
                  indirectly, in whole or in part, to any one or more of the
                  following: the Seller's Business customers, suppliers,
                  advertising, promotional material, sales, services, delivery,
                  internal organization, employees, and operations.

         h.       All security deposits, prepaid expenses, and similar items
                  reflected in the latest of the Financial Statements of Seller
                  referred to in Section 11.G, in connection with the Business,
                  in the amount accrued as of the Closing Date.

         i.       All transferable local, state, and federal franchises,
                  licenses, bonds, permits, and similar items pertaining to the
                  Business and/or the Purchased Assets, as listed on Schedule 11
                  attached hereto (the "Permits").

         j.       The Business conducted by Seller as a going concern, including
                  any and all goodwill, telephone and FAX numbers, yellow-page
                  advertisements, P.O. Box, if any, and Seller's right to use
                  the name "Pak-Sak Industries, Inc." and all related names and
                  derivations.

         k.       To the extent not otherwise specifically included in this
                  Section or excluded under Section 2, all assets, rights,
                  claims, contracts, agreements, causes of action and properties
                  as of the Closing Date, of every kind, character, nature and
                  description, whether tangible or intangible, choate or
                  inchoate, known or unknown, contingent or fixed and wherever
                  located.

         Seller shall update all Schedules described in this Section 1, where
         appropriate, as of the Closing Date.

2.       Excluded Assets. Buyer is not purchasing any Excluded Assets from
         Seller. "Excluded Assets" means:

         a.       All of Seller's books of account (although copies of such
                  books and records relating to the Business shall, on
                  reasonable request made by representatives of Buyer, be
                  provided to Buyer);

         b.       Claims for refunds of federal and state income taxes, tax
                  credits of any kind;

         c.       Cash or cash equivalents.



<PAGE>




3A.  Liabilities Assumed.  Seller agrees that Buyer assumes no liabilities of
         Seller, and Buyer shall not assume any such liability, whether accrued,
         absolute, contingent, known, unknown, or otherwise, except for

         a.       Those liabilities specifically identified as of the Closing
                  Date on the Closing Date Balance Sheet (consisting of all
                  Current Liabilities less current maturities of long term debt
                  as set forth on the Financial Statements included as Schedule
                  11.G), as may be adjusted, all as pursuant to Section 4.C,
                  consistent with the accounting done on the Financial
                  Statements including as Schedule 11.G, incurred in the normal
                  course of business; specifically including liabilities payable
                  to Shareholder for insurances and employee benefits
                  administered by Shareholder for Seller's benefit, all of which
                  shall be paid on a timely basis;

         b.       Those liabilities related to executory obligations of Seller's
                  continued performance arising in the ordinary course of
                  business under any of the Contracts and Commitments of Seller
                  that become performable or payable on or after the Closing
                  Date.

A.   (All of the items listed in this Section 3.A are "Assumed Liabilities.")

B.   Notwithstanding the foregoing, the dollar amount of Assumed Liabilities
     shall in no event exceed the dollar amount of Receivables purchased by
     Buyer (net of all reserves for doubtful accounts).

4A.      Excluded Liabilities. Notwithstanding the provisions of Section 3A the
         Buyer will not assume or become responsible for, and will not be deemed
         to have assumed or have become responsible for, any other obligation or
         liability of the Seller, the Seller Shareholder, or any of their
         affiliates whatsoever other than as specifically set forth in Section
         3A (with all such unassumed liabilities and obligations referred to
         herein collectively as "Excluded Liabilities"). Without limiting the
         generality of the foregoing, the Buyer will not assume or become
         responsible for and will not be deemed to have assumed or to have
         become responsible for:

         a.       any liability or obligation arising prior to, on or after the
                  Closing Date in connection with any Excluded Asset;

         b.       any liability or obligation of the Seller, any of its
                  affiliates or any of their respective predecessors under any
                  Environmental Laws arising out of or in any way related to any
                  event, transaction, condition, practice, release or occurrence
                  on or prior to the Closing Date, including but not limited to
                  any liability or obligation resulting from any violation of
                  Environmental Laws in connection with the generation, storage,
                  presence, use, handling, treatment, transportation, disposal
                  or release of any Hazardous Materials by the Seller, any of
                  its Affiliates or any of their respective predecessors;



<PAGE>




         c.       any liability or obligation (whether assessed or unassessed)
                  of the Seller or any of its affiliates with respect to any
                  Taxes, including any Taxes arising by reason of the
                  transaction contemplated by this Agreement or any of the
                  Related Agreements, as of or for any period prior to, on or
                  after the Closing Date, except for accrued payroll or
                  employment taxes, property taxes and single business taxes
                  specifically included on the Financial Statement included as
                  Exhibit 11.G;

         d.       any liability or obligation of the Seller or any of its
                  Affiliates to any current or former employee with respect to
                  worker's compensation claims made after the Closing Date by
                  current or former employees of Seller with respect to
                  conditions or occurrences commencing on or prior to the
                  Closing Date; or

         e.       any liability or obligation of the Seller or any of its
                  affiliates with respect to any civil or criminal litigation,
                  proceeding, investigation or claim relating to or involving
                  allegations of criminal conduct, civil fraud or intentional
                  misconduct.

         f.       product warranty liabilities, including product defects, for
                  products produced by Seller on or prior to the Closing Date
                  and shipped to customers not later than 90 days following the
                  Closing Date.

4.       Purchase Price for Purchased Assets.

         a.       Initial Purchase Price. The purchase price to be paid by Buyer
                  to Seller for the Purchased Assets at the Closing (the
                  "Initial Purchase Price") shall be equal to:

                  (i)      $1,006,303 (which is the agreed upon value for the
                           Personal Property, plus

                  (ii)     $673,697 (which is the agreed upon value for the Real
                           Estate, plus

                  (iii)    Seller's Closing Date book value of Receivables (less
                           any related reserve for doubtful accounts), plus

                  (iv)     Seller's and Buyer's good-faith estimate of the
                           Closing Date Inventory value, less any reserve for
                           obsolete or unsaleable inventory), plus

                  (v)      Seller's Closing Date book value of prepaid expenses
                           (provided that such prepaid expenses relate to the
                           Purchased Assets, less

                  (vi)     an agreed upon discount of $500,000 (to be allocated
                           between the Personal Property and the Real Estate, as
                           set forth on Schedule 4.D, less



<PAGE>




                  (vii)    Seller's Closing Date book value of the Assumed
                           Liabilities, the dollar amount of which shall not
                           exceed the dollar amount of the purchased
                           Receivables.

                  The Initial Purchase Price shall be paid by Buyer in full at
                  the Closing, and shall be subject to the Escrow Account
                  provisions set forth in Section 4.b of this Agreement and the
                  post-closing adjustment provisions set forth in Section 4.c of
                  this Agreement. Buyer shall deliver to Seller the amount
                  determined under this Section by cashier's check or wire
                  transfer ("Readily Available Funds") at Closing.

         b.       Escrow Account. At Closing, Buyer shall transfer to Fifth
                  Third Bank (the "Escrow Agent") a portion of the Initial
                  Purchase Price equal to $220,000, by the wire transfer of
                  immediately available funds. Such amount shall be deposited in
                  a separate interest-bearing account, and the funds therein to
                  be disbursed as provided for in the Escrow Agreement between
                  the Escrow Agent, Seller and Buyer, in the form attached
                  hereto as Schedule 4B (the "Escrow Agreement"). Such Escrow
                  Agreement shall provide that the funds held in such account,
                  together with interest accruing thereon (the "Escrow Funds")
                  shall be disbursed as follows: (i) to satisfy claims that
                  Buyer may bring under Section 11.p of this Agreement regarding
                  uncollectability of any Receivables; (ii) to satisfy claims
                  that Buyer may bring under any other provisions of this
                  Agreement, to the extent such claims exceed $50,000 as
                  provided in Section 15.d of this Agreement; provided, however,
                  that such claims in (i) and (ii) are asserted no later than
                  150 days after Closing and subject to other customary
                  safeguards for determining the right to withdraw funds to
                  cover the claims; (iii) to pay amounts to Seller or Buyer
                  pursuant to the final Purchase Price determination as
                  contemplated under section 4(c)(vi) hereof; and (iv) to the
                  extent the Escrow Funds are not disbursed to cover such
                  claims, or are not then the subject of a dispute as to a
                  potential claim, to disburse the balance of such Escrow Funds
                  to Seller 151 days after the Closing Date (or if such date is
                  not a business day, on the first business day thereafter). At
                  the Closing, the Escrow Agent, Seller and Buyer shall execute
                  and deliver the Escrow Agreement. The fees and costs of the
                  Escrow Agent and the Escrow Account shall be split equally
                  between Seller and Buyer.

         c.       Determination of Final Purchase Price

                  (i)      Within 60 days after the Closing Date, Seller will
                           cause to be prepared and delivered to Buyer a balance
                           sheet of the Seller as of the Closing Date (the
                           "Closing Date Balance Sheet") prepared in accordance
                           with generally accepted accounting principles applied
                           on a basis consistent with that employed by the
                           Seller in the preparation of the Financial Statements
                           and using the same accounting methods, policies,
                           practices and procedures with consistent
                           classifications, judgments and valuation and
                           estimation methodologies as used in the determination
                           of the Initial Purchase Price and the preparation of
                           the Financial Statements, and including those post-

<PAGE>




                           Closing adjustments required to give effect to (i)
                           the elimination of any assets and liabilities of the
                           Seller not sold to or assumed by the Buyer in
                           accordance with the terms of this Agreement; and (ii)
                           the value of the Inventory at the Closing Date.

                  (ii)     In connection with the preparation of the Closing
                           Date Balance Sheet, Buyer and Seller shall perform a
                           physical inventory of supplies, raw materials, work
                           in process and finished goods included in the
                           Purchased Assets, and such physical inventory shall
                           be supervised by an accounting firm of Buyer's
                           choosing. The physical inventory shall be conducted
                           on the Closing Date or as close to the Closing Date
                           as reasonably practicable (in which event such
                           inventory shall be adjusted to the Closing Date).
                           Seller shall permit Buyer and its employees, agents
                           and accountants all necessary access to Seller's
                           facilities and shall secure access to any other
                           location of Seller's goods not under the control of
                           Seller.

                  (iii)    Unless Buyer delivers written notice to the Seller
                           within 30 days after the receipt of the Closing Date
                           Balance Sheet stating any objections thereto and the
                           basis therefor, Buyer shall be deemed to have agreed
                           to the Closing Date Balance Sheet in the form and
                           amount delivered to Seller. If such notice of
                           objections is given by Seller within such 30-day
                           period, Seller will attempt in good faith to reach an
                           agreement with the Buyer as to any matters in
                           dispute. If the Buyer and the Seller, notwithstanding
                           such good faith effort, fail to resolve any matters
                           in dispute within 15 days after the Seller advises
                           the Buyer of its objections, then any remaining
                           disputed matters will be finally and conclusively
                           determined by the independent auditing firm of Crowe
                           Chizek and Company, LLP ("Crowe Chizek") or, if Crowe
                           Chizek refuses to perform this function, by such
                           other recognized national auditing firm as designated
                           by the American Institute of Certified Public
                           Accountants (the "Arbiter"). Promptly, but not later
                           than 30 days after its appointment, the Arbiter will
                           determine (based solely on presentations by the
                           Seller and the Buyer to the Arbiter and not by
                           independent review) only those issues in dispute and
                           will render a report as to the disputes and the
                           resulting calculation of the Closing Date Balance
                           Sheet, which report will be conclusive and binding
                           upon the parties. In resolving any disputed item, the
                           Arbiter may not assign a value to any particular item
                           greater than the greatest value for such item claimed
                           by either party or less than the lowest value for
                           such item claimed by either party, in each case as
                           presented to the Arbiter. The Seller and the Buyer
                           shall each pay one-half of the fees and expenses of
                           the Arbiter for services pursuant to this Agreement
                           and each agrees to execute, if requested by the
                           Arbiter, a reasonable engagement letter.

                  (iv)     For purposes of complying with the terms set forth
                           herein, each party will cooperate with and make
                           available to the other party and its auditors and
                           representatives all information, records, data and
                           auditors' working papers,

<PAGE>




                           and will permit access to its facilities and
                           personnel, as may be reasonably required in
                           connection with the preparation and analysis of the
                           Closing Date Balance Sheet and the resolution of any
                           disputes thereunder.

                  (v)      As soon as the Closing Date Balance Sheet has been
                           prepared pursuant to the provisions set forth in this
                           Section and all disagreements with respect thereto
                           have been resolved, the final purchase price (the
                           "Purchase Price") shall be determined. The Purchase
                           Price shall be equal to:

                           1.       $1,006,303 (which is the agreed upon value
                                    for the Personal Property, plus

                           2.       $673,697 (which is the agreed upon value for
                                    the Real Estate, plus

                           3.       the Closing Date Balance Sheet value of
                                    Receivables (less any related reserve for
                                    doubtful accounts), plus

                           4.       the Closing Date Balance Sheet value of
                                    Inventory, less any reserve for obsolete or
                                    unsaleable inventory), plus

                           5.       the Closing Date Balance Sheet value of
                                    prepaid expenses (provided that such prepaid
                                    expenses relate to the Purchased Assets),
                                    less

                           6.       an agreed upon discount of $500,000 (to be
                                    allocated between the Personal Property and
                                    the Real Estate, as set forth on Schedule
                                    4.D, less

                           7.       the Closing Date Balance Sheet value of the
                                    Assumed Liabilities, the dollar amount of
                                    which shall not exceed the dollar amount of
                                    the purchased Receivables.

                  (vi)     Within 10 business days following receipt by the
                           parties of the Closing Date Balance Sheet and
                           resolution of any disputes with respect thereto, any
                           difference between the Purchase Price and the Initial
                           Purchase Price shall be paid to Seller or Buyer as
                           the case may be as follows:

                           1.       If the Purchase Price is increased from the
                                    Initial Purchase Price, Buyer shall pay such
                                    difference between the Purchase Price and
                                    the Initial Purchase Price to the Seller in
                                    Readily Available Funds; and

                           2.       If the Purchase Price is decreased from the
                                    Initial Purchase Price, Buyer and Seller
                                    shall direct to the Escrow Agent in writing
                                    that such difference be disbursed to Buyer
                                    from the Escrow Account. In addition, if the
                                    decrease in the Purchase Price exceeds the

<PAGE>




                                    balance of the Escrow Account, such excess
                                    shall be paid by Seller to Buyer in Readily
                                    Available Funds.

         d.       Allocation of Purchase Price. The Purchase Price shall be
                  allocated among the Purchased Assets in accordance with
                  attached Schedule 4.D. Buyer and Seller agree to file all
                  returns and reports in a manner consistent with the
                  allocations in this Section.

5.       Related Agreements.

         a.       Real Estate Purchase Agreement. The real estate located at 122
                  South Aspen Street, Sparta, Michigan, shall be purchased by
                  Real EstateCo pursuant to an agreement in the form attached
                  hereto as Exhibit A.

         b.       Real Estate Lease. Real EstateCo shall assume the lease for
                  the building located at 275 Hickory Street, Sparta, Michigan
                  (the "Leased Premises") pursuant to an agreement in the form
                  attached hereto as Exhibit B.

         c.       Consulting Agreement. Buyer shall pay Seller a consulting fee
                  of $300,000 pursuant to an agreement in the form attached
                  hereto as Exhibit C.

                           (All of the Agreements contained in this Section 5
                  are hereinafter referred to collectively as "Related
                  Agreements.")

6.       Delivery Free of Encumbrances. Seller Parties shall deliver good title
         to the Purchased Assets free and clear of all mortgages, liens, claims,
         demands, charges, options, equity interests, leases, tenancies,
         easements, pledges, security interests, and other encumbrances
         ("Encumbrances"), except for any Assumed Liabilities that results in
         any Encumbrance.

7.       Preclosing Actions.  Before the Closing:

         a.       Conduct of Business. Seller Parties shall carry on and conduct
                  the Business only in the ordinary course consistent with past
                  practices, without any change in the policies, practices, and
                  methods that Seller pursued before the date of this Agreement.
                  Seller Parties will use their best efforts to preserve the
                  Business organization intact; to preserve the relationships
                  with Seller's customers, suppliers, and others having business
                  dealings with it; and to preserve the services of Seller's
                  employees, agents, and representatives. Without limitation of
                  the foregoing, (i) Seller Parties shall not undertake any
                  action without the prior written consent of Buyer that, if
                  taken before the date of this Agreement, would have been
                  required to be disclosed on any Schedule to this Agreement;
                  and (ii) Seller Parties will not alter the physical content or
                  character of any of the Business's inventories so as to affect
                  the nature of the Business or result in a change in the total
                  dollar valuation of the inventories or otherwise take action
                  or refrain from taking action that would result in any change
                  in the Purchased Assets

<PAGE>




                  or Assumed Liabilities, other than in the ordinary course of
                  business consistent with past practices.

         b.       Buyer's Access, Due Diligence Review. From the date of this
                  Agreement through the Closing, Seller Parties shall permit
                  Buyer and its representatives to make a full business,
                  financial, accounting, and legal audit of Seller, the
                  Business, the Purchased Assets and the Assumed Liabilities.
                  Seller Parties shall take all reasonable steps necessary to
                  cooperate with Buyer in undertaking this audit.

         c.       Accuracy of Representations and Warranties and Satisfaction of
                  Conditions. Seller Parties will immediately advise Buyer in
                  writing if (i) any of Seller Parties' representations or
                  warranties are untrue or incorrect in any material respect or
                  (ii) any of Seller Parties become aware of the occurrence of
                  any event or of any state of facts that results in any of the
                  representations and warranties of Seller Parties being untrue
                  or incorrect as if Seller Parties were then making them.
                  Seller Parties will not take any action, or omit to take any
                  action, that would cause any of Seller Parties'
                  representations and warranties set forth in this Agreement to
                  be untrue or incorrect as of the Closing Date. Seller Parties
                  will use their best efforts to cause all conditions within
                  their control that are set forth in Section 8 to be satisfied
                  as promptly as practicable under the circumstances.

8.       Conditions Precedent to Buyer's Obligations. Buyer's obligation to
         consummate the transactions contemplated by this Agreement is subject
         to the fulfillment (or waiver by Buyer) before or at the Closing of
         each of the following conditions:

         a.       Accuracy of Representations and Warranties. The
                  representations and warranties of Seller Parties contained in
                  this Agreement and all Related Agreements shall be true and
                  correct at and as of the Closing Date as though such
                  representations and warranties were made on that date.

         b.       Performance of Covenants. The Seller Parties shall have in all
                  respects performed and complied with all covenants,
                  agreements, and conditions that this Agreement and all related
                  documents require to be performed or complied with before or
                  on the Closing Date, specifically including all of the Related
                  Agreements referred to in Section 5.

         c.       Results of Due Diligence Review. Buyer shall be satisfied, in
                  its sole and absolute discretion, with the results of its due
                  diligence review of the Seller, the Business, the Purchased
                  Assets and the Assumed liabilities conducted as contemplated
                  in Section 7b, above.

         d.       Permits. Buyer shall have received all permits that in Buyer's
                  opinion are necessary to operate the Business after the
                  Closing.



<PAGE>




         e.       No Casualty. Prior to the Closing Date, Seller shall not have
                  incurred, or be threatened with, a material liability or
                  casualty that would materially impair the value of the
                  Purchased Assets.

         f.       Opinion of Counsel. Buyer shall have received the favorable
                  opinion of Seller Parties' counsel dated the Closing Date and
                  in form and substance satisfactory to Buyer's counsel. The
                  opinion shall be in substantially the form attached as
                  Schedule 8.F.

         g.       Instruments of Transfer, etc. Seller shall have delivered to
                  Buyer, in form and substance satisfactory to Buyer, all bills
                  of sale, general instruments of transfer, conveyances,
                  assurances, transfers, assignments, approvals, consents, and
                  any other instruments and documents containing the usual and
                  customary covenants and warranties of title and that shall be
                  convenient, necessary, or required to effectively transfer the
                  Purchased Assets to Buyer with good title, free and clear of
                  all Encumbrances.

         h.       Certificates Regarding Conditions Precedent. Seller Parties
                  shall have delivered to Buyer certificates of the Seller
                  Parties, in form and substance satisfactory to Buyer,
                  certifying that as of the Closing Date all of the conditions
                  set forth in this Section, except those totally within the
                  Buyer's control, have been satisfied.

         i.       No Litigation. No action, suit, proceeding, or investigation
                  shall have been instituted before any court or governmental
                  body, or instituted by any governmental agency, (i) to
                  restrain or prevent the carrying out of the transactions
                  contemplated by this Agreement, or (ii) that might affect
                  Buyer's right to own, operate, and control the Purchased
                  Assets after the Closing Date.

         j.       Lien Search. Buyer shall have received UCC lien searches on
                  the Purchased Assets in form and content satisfactory to
                  Buyer, and all matters arising from such searches shall have
                  been resolved or addressed in a manner satisfactory to Buyer.

         k.       Consents. Seller shall have obtained, in writing, all consents
                  necessary or desirable to consummate or to facilitate
                  consummation of this Agreement and any related transactions.
                  The consents shall be delivered to Buyer before Closing and
                  shall be reasonably acceptable to Buyer in form and substance.

         l.       Environmental Investigation. Buyer shall have received, at its
                  cost and expense, a Phase I Environmental Site Assessment,
                  prepared by an independent, competent, and qualified
                  environmental consultant, that in its scope, form, and
                  substance is satisfactory to Buyer on all real estate being
                  either purchased or leased under the terms of this Agreement
                  or any Related Agreements. Buyer shall also receive, at its
                  cost and expense, any updates it deems necessary or
                  appropriate. Buyer shall be satisfied, in its sole and
                  absolute discretion, that there will not be at and after the
                  Closing any basis for the imposition on Buyer of any liability
                  under any Environmental Laws (as defined in Section 11.T.1).


<PAGE>





         m.       Conditional Tax Clearance. Seller shall have provided to Buyer
                  a certificate of conditional tax clearance from the Revenue
                  Commissioner of the State of Michigan showing that Seller has
                  filed all tax returns and reports required to be filed before
                  Closing and that it has paid all taxes due pursuant to Section
                  27a of Act No. 58 of the Michigan Public Acts of 1986, MCLA
                  205.27a, MSA 7.657(27a).

         n.       MESC Contribution Liability. Seller shall have provided to
                  Buyer a statement from the Commissioner of the Michigan
                  Employment Security Commission certifying the status of
                  Seller's contribution liability under Section 15(g) of the
                  Michigan Employment Security Act, MCLA 421.15(g), MSA
                  17.515[g].

         o.       Board Approval. The Boards of Directors of the Seller and the
                  Buyer shall have taken the necessary Board action approving
                  this transaction.

         p.       Shareholder Approval. The Shareholder of the Seller shall have
                  taken the necessary action approving this transaction.

         q.       Other Documents and Instruments. Buyer shall have received
                  such other documents and instruments as it has reasonably
                  requested, in form and substance satisfactory to Buyer.

         r.       Approvals by Buyer's Counsel. Buyer's counsel shall reasonably
                  approve all legal matters and the form and substance of all
                  documents that Buyer or Seller Parties are to deliver at the
                  Closing.

         s.       Buyer's Financing. Buyer shall have obtained satisfactory
                  financing, as determined in Buyer's sole and absolute
                  discretion.

9.       Conditions Precedent to Seller Parties' Obligations. Seller Parties'
         obligations to consummate the transactions contemplated by this
         Agreement are subject to the fulfillment of each of the following
         conditions before or at the Closing Date:

         a.       Accuracy of Representations and Warranties. Buyer Parties'
                  representations and warranties contained in this Agreement and
                  all Related Agreements shall be true and correct at and as of
                  the Closing Date as though such representations and warranties
                  were made at the Closing.

         b.       Performance of Covenants. Prior to and at the Closing Date,
                  Buyer shall have in all respects performed and complied with
                  its obligations under all the covenants, agreements, and
                  conditions that this Agreement and all Related Agreements
                  require.

         c.       Board Approval. The Boards of Directors of the Seller and the
                  Buyer shall have taken the necessary action approving this
                  transaction.


<PAGE>





         d.       Shareholder Approval. The Shareholder of the Seller shall have
                  taken the necessary action approving this transaction.

         e.       Consents. Seller shall have obtained, in writing, all consents
                  necessary or desirable to consummate or to facilitate
                  consummation of the Agreement and any related transactions.

         f.       Opinion of Counsel. Seller Parties shall have received the
                  favorable opinion of Buyer's counsel dated the Closing Date
                  and in form and substance satisfactory to Seller Parties'
                  counsel. The opinion shall be in substantially the form
                  attached as Schedule 9.F.

         g.       Approvals by Seller's Counsel. Seller's counsel shall
                  reasonably approve all legal matters and the form and
                  substance of all documents that Buyer Parties or Seller
                  Parties are to deliver at the Closing.

10.      Closing Matters.

         a.       Closing. The closing of the transactions contemplated in this
                  Agreement (the "Closing") shall take place at the offices of
                  Warren Cameron Faust & Asciutto, P.C. at 10:00 a.m. on October
                  31, 2002 or at such other place and/or on such other date as
                  the parties may agree upon (the "Closing Date").

         b.       Updated Schedules. At the Closing, certain Schedules will need
                  to be up-dated to the day of Closing. These shall include, but
                  not necessarily be limited to, Schedule 1.F.1 (Customer
                  Orders), Schedule 1.F.2 (Vendor Orders) and Schedule 11.W
                  (Progress Payments) and shall include only those changes that
                  have occurred in the ordinary course of business consistent
                  with past practices.

         c.       Certain Closing Expenses; Prorations. Seller Parties shall be
                  liable for and shall pay all federal, state, and local sales,
                  use, excise, and documentary stamp taxes and all other taxes,
                  duties, or other like charges properly payable on and in
                  connection with Seller's conveyance and transfer of the
                  Purchased Assets to Buyer. Personal property taxes, utility
                  charges (including electricity, gas, water, sewer, and
                  telephone), refuse collection, and other service contracts
                  assumed by Buyer shall be prorated ratably as of the Closing
                  Date. To the extent practicable, all such prorations shall be
                  computed and paid at the Closing, and to the extent not
                  practicable, as soon as practicable thereafter.

         d.       Further Assurances. Seller Parties shall cooperate with and
                  assist Buyer with the transfer of the Purchased Assets under
                  this Agreement and take all other reasonable actions to assure
                  that the Business is smoothly transferred to Buyer. From time
                  to time after the Closing Date, Seller Parties shall, at the
                  request of Buyer, execute and deliver such additional
                  conveyances, transfers, documents, instruments, assignments,
                  applications, certifications, papers, and other assurances

<PAGE>




                  that Buyer requests as necessary, appropriate, convenient,
                  useful or desirable to effectively carry out the intent of
                  this Agreement and to transfer the Purchased Assets to Buyer.

11.      Seller Parties' Representations and Warranties. As of the date of this
         Agreement and as of the Closing, each of the Seller Parties, jointly
         and severally, represent and warrant to Buyer, and acknowledges and
         confirms, that Buyer is relying on these representations and warranties
         in entering into this Agreement:

         a.       Organization and Standing. Seller is a corporation duly
                  organized, validly existing, and in good standing under the
                  laws of the State of Michigan, and Seller has all requisite
                  power and authority (corporate and otherwise) to own its
                  properties and conduct its business as it is now being
                  conducted. The nature of the business and the character of the
                  properties Seller owns or leases do not make the licensing or
                  qualification of Seller as a foreign corporation necessary
                  under the laws of any other jurisdiction except as may be
                  listed on Schedule 11.A. Seller has not used or assumed any
                  other name in connection with the conduct of the Business
                  during the last five years, except as provided in Schedule
                  11.A. Seller Shareholder is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  Sate of Michigan, and Selling Shareholder has all requisite
                  power and authority (corporate and otherwise) to own
                  properties and conduct its business as it is now being
                  conducted.

         b.       Authorization. Seller has all requisite power and authority
                  (corporate and otherwise), and the Seller Shareholder has all
                  requisite legal capacity (i) to execute, deliver, and perform
                  this Agreement and the Related Agreements to which each is a
                  party and (ii) to consummate the transactions contemplated
                  under this Agreement and the Related Agreements. Seller has
                  taken, or will have taken at the time of the Closing, all
                  necessary corporate action (including the approval of its
                  board of directors and shareholders, if necessary) to approve
                  the execution, delivery, and performance of this Agreement and
                  the Related Agreements to be executed and delivered by it and
                  the consummation of the transactions contemplated in this
                  Agreement. This Agreement is, and the Related Agreements when
                  executed and delivered by the parties to them, will be legal,
                  valid, and binding obligations of each of the Seller Parties,
                  that are a party to them, enforceable against each of them in
                  accordance with the Agreement and Related Agreement's
                  respective terms, except as such enforcement may be limited by
                  bankruptcy, insolvency, moratorium, or similar laws relating
                  to the enforcement of creditors' rights and by general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at law or in
                  equity). Seller Shareholder owns all of the issued and
                  outstanding capital and voting stock of Seller, and is the
                  only party required to authorize Seller's execution, delivery
                  and performance of this Agreement.

         c.       Existing Agreements and Governmental Approvals.



<PAGE>




                  (i)      Except as provided in Schedule 11.C, the execution,
                           delivery, and performance of this Agreement and the
                           Related Agreements and the consummation of the
                           transactions contemplated by them:

                           1.       Do not and will not violate any provisions
                                    of law applicable to any of Seller Parties,
                                    the Business, or the Purchased Assets;

                           2.       As of the Closing, does not and will not
                                    conflict with, result in the breach or
                                    termination of any provision of, or
                                    constitute a default under (in each case
                                    whether with or without the giving of notice
                                    or the lapse of time or both) Seller's
                                    Articles of Incorporation or Bylaws, or any
                                    indenture, mortgage, lease, deed of trust,
                                    or other instrument, contract, or agreement
                                    or any order, judgment, arbitration award,
                                    or decree to which any of Seller Parties is
                                    a party or by which any of them or any of
                                    their assets and properties are bound
                                    (including, without limitation, the
                                    Purchased Assets); and

                           3.       Do not and will not result in the creation
                                    of any Encumbrance on any of Seller Parties'
                                    properties, assets, or Business (including,
                                    without limitation, the Purchased Assets).

                  (ii)     No approval, authority, or consent of, or filing by,
                           any Seller Party with, or notification to, any
                           federal, state, or local court, authority, or
                           governmental or regulatory body or agency or any
                           other corporation, partnership, individual, or other
                           entity is necessary:

                           1.       To authorize the execution and delivery of
                                    this Agreement or any of the Related
                                    Agreements by any of the Seller Parties,

                           2.       To authorize the consummation of the
                                    transactions contemplated by this Agreement
                                    or any of the Related Agreements by any of
                                    the Seller Parties, or

                           3.       To continue Buyer's use and operation of the
                                    Purchased Assets after the Closing Date.

         d.       No Subsidiaries. Seller does not have any subsidiaries or
                  directly or indirectly own any interest or have any investment
                  in any other corporation, partnership, or other entity in
                  connection with the Business.

         e.       No Insolvency. No insolvency proceeding of any character,
                  including, without limitation, bankruptcy, receivership,
                  reorganization, composition, or arrangement with creditors,
                  voluntary or involuntary, affecting Seller or any of its
                  assets or properties is pending or, to the Best Knowledge of
                  Seller Parties, threatened. Seller Parties have not taken any
                  action in contemplation of, or that would

<PAGE>




                  constitute the basis for, the institution of any such
                  insolvency proceedings. For the purposes of this Agreement,
                  the phrase "Best Knowledge of Seller Parties," or words of
                  similar import, mean such knowledge as any of the Seller
                  Parties would have after due inquiry into the matter in
                  question.

         f.       Permits and Licenses. Seller has all necessary permits,
                  certificates, licenses, approvals, consents, and other
                  authorizations required to carry on and conduct the Business
                  and to own, lease, use, and operate the Purchased Assets at
                  the places and in the manner in which the Business is
                  conducted, all of which to the extent transferable shall be
                  transferred or assigned to Buyer at the Closing, without
                  expense to Buyer. A complete list of such permits,
                  certificates, licenses, approvals, consents, and other
                  authorizations is included in Schedule 11.F.

         g.       Financial Statements. Seller Parties have delivered to Buyer
                  the financial statements on the Business dated July 31, 2002,
                  as listed in Schedule 11.G, and Seller Parties shall deliver,
                  before the Closing, copies of all financial statements Seller
                  has prepared for the Business for each full month since July
                  31, 2002 to the Closing (together, the "Financial
                  Statements"). The Financial Statements do and will fairly and
                  accurately present Seller's financial position as of the dates
                  indicated and the results of its operations as of the dates
                  indicated and for the periods covered thereby, and are and
                  will be true and correct in all material respects, in
                  accordance with generally accepted accounting principles
                  consistently applied ; provided , however, that the Financial
                  Statements will consist of the Balance Sheet and Statement of
                  Operations only, excluding all notes. All inventories
                  reflected in the Financial Statements have been valued
                  according to the historical "first in first out" accounting
                  method of Seller; adequate provision has been and will be
                  timely made in the Financial Statements for doubtful accounts
                  or other receivables; sales are stated in the Financial
                  Statements net of discounts, returns, and allowances; all
                  Taxes (as defined in Section 11.Q.1) due or paid are and will
                  be timely reflected in the Financial Statements; and all Taxes
                  not yet due and payable are and will be fully accrued or
                  otherwise provided for. Any items of income or expense that
                  are unusual or of a nonrecurring nature during any such period
                  or at any such balance sheet date are and will be separately
                  disclosed in the Financial Statements. Except as otherwise
                  disclosed on Schedule 11.G, Seller's books, records, and work
                  papers are complete and correct; have been maintained on an
                  accrual basis; and accurately reflect, and will accurately
                  reflect, the basis for the financial condition and the results
                  of Seller's operations that are set forth in the Financial
                  Statements and are to be set forth in the Closing Balance
                  Sheet.

         h.       No Undisclosed Liabilities. Except as otherwise disclosed in
                  the Financial Statements, Seller does not have any liabilities
                  or obligations, whether accrued, absolute, contingent, or
                  otherwise, and there exists no fact or circumstance that could
                  give rise to any such liabilities or obligations in the
                  future.



<PAGE>




         i.       Conduct of Business. Except as otherwise disclosed on attached
                  Schedule 11.I, or any Schedules in this Agreement, since the
                  date of the last of the Financial Statements attached as
                  Schedule 11.G, Seller has not:

                  (i)      Declared or paid any dividend or made any other
                           payment from capital or surplus or other distribution
                           of any nature, or directly or indirectly redeemed,
                           purchased, or otherwise acquired, recapitalize, or
                           reclassified any of its capital stock;

                  (ii)     Entered into, materially amended, or terminated any
                           contract, license, lease, commitment, or permit,
                           except in the ordinary course of business consistent
                           with past practices;

                  (iii)    Experienced any labor disturbance;

                  (iv)     Incurred or become subject to any obligation or
                           liability (absolute, accrued, contingent, or
                           otherwise), except (1) in the ordinary course of
                           business consistent with past practices and (2) in
                           connection with the performance of this Agreement;

                  (v)      Discharged or satisfied any Encumbrance or paid or
                           satisfied other than (1) liabilities shown or
                           reflected in Seller's balance sheet included in
                           Schedule 11.g (2) liabilities incurred since the date
                           of the balance sheet, in each case only in the
                           ordinary course of business consistent with past
                           practices and in accordance with the express terms of
                           such obligation or liability;

                  (vi)     Sold, transferred, or agreed to sell or transfer any
                           asset, property, or business; canceled or agreed to
                           cancel any debt or claim; or waived any right, except
                           in the ordinary course of business consistent with
                           past practices;

                  (vii)    Disposed of or permitted to lapse any Intellectual
                           Property;

                  (viii)   Has not entered into any employment agreements and
                           has not granted any abnormal increase in employee
                           rates of pay or in salary payable or to become
                           payable to any officer, employee, consultant, or
                           agent, or by means of any bonus or pension plan,
                           contract, or other commitment increased the
                           compensation of any officer, director, employee,
                           consultant, or agent, or hired any new officer,
                           employee, consultant, or agent;

                  (ix)     Made or authorized any capital expenditures for
                           additions to plant or equipment accounts in excess of
                           an aggregate of $10,000.00;

                  (x)      Entered into any transaction (including, without
                           limitation, any contract or other arrangement
                           providing for employment, furnishing of services,

<PAGE>




                           rental of real or personal property, or otherwise
                           requiring payments) with any shareholder, officer, or
                           director of Seller; any member of their immediate
                           families; or any of their affiliates;

                  (xi)     Experienced any material damage, destruction, or loss
                           (whether or not covered by insurance) affecting its
                           properties, assets, or Business;

                  (xii)    Failed to regularly maintain and repair the Purchased
                           Assets in the ordinary course of business consistent
                           with past practices;

                  (xiii)   Made any change in any method of accounting or any
                           accounting practice or suffered any deterioration in
                           accounting controls;

                  (xiv)    Varied, canceled, or allowed to expire any insurance
                           coverage involving the Business;

                  (xv)     Entered into any other transaction other than in the
                           ordinary course of business consistent with past
                           practices; and

                  (xvi)    Agreed or committed to do any of the foregoing.

         j.       No Adverse Changes. Since the date of the last of the
                  Financial Statements attached as Schedule 11.G, there has not
                  been, to the Best Knowledge of any of the Seller Parties, any
                  occurrence, condition, or development that has adversely
                  affected, or is likely to adversely affect, the Business, or
                  the Purchased Assets.

         k.       Employees.

                  (i)      Set forth on Schedule 11.K.1 is a complete and
                           accurate list of the following information for each
                           employee of Seller: name, date of hire, current rate
                           of pay and current position.

                  (ii)     Seller is not a party to, and Seller or the Business
                           is not bound by, any collective bargaining agreement.
                           There is not now, nor has there been at any time
                           during the past five years, any strike, lockout,
                           grievance, other labor dispute, or trouble of any
                           nature pending or threatened against Seller or that
                           in any manner affects Seller. Seller is and has been
                           in compliance with all rules regulating employee
                           wages and hours. On or before the Closing Date,
                           Seller shall have paid or accrued all its obligations
                           relating to employees (whether arising by operation
                           of law, by contract, or by past service) or payments
                           to trusts or other funds, to any governmental agency,
                           or to any individual employee (or his or her legal
                           representatives) with respect to unemployment
                           compensation benefits, profit sharing, retirement
                           benefits, vacation pay or Social Security benefits.



<PAGE>




                  (iii)    Except as to employees specifically identified in
                           Schedule 11.K.3, all Seller's employees are
                           employees-at-will, may be terminated at any time in
                           accordance with the written policies (copies of which
                           have been provided to Buyer) of Seller for any lawful
                           reason or for no reason, and are not entitled to
                           employment by virtue of any oral or written contract,
                           employer policy, or otherwise.

                  (iv)     No retired employees of Seller are receiving or are
                           entitled to receive any payments or health or other
                           benefits from Seller.

         l.       Employee Benefit Plans.

                           1.       Attached as Schedule 11L is a true and
                                    complete list of all plans, contracts,
                                    programs, and arrangements (including, but
                                    not limited to, collective bargaining
                                    agreements, pensions, bonuses, deferred
                                    compensation, retirement, severance,
                                    hospitalization, insurance, salary
                                    continuation, and other employee benefit
                                    plans, programs, or arrangements) maintained
                                    currently or under which Seller has had any
                                    obligations with respect to an employee of
                                    Seller (the "Plans").

                           2.       Seller has performed all obligations
                                    required to be performed by it under the
                                    Plans (including, but not limited to, the
                                    making or accruing of all contributions) and
                                    is not in default under and has no knowledge
                                    of any default by any other party to the
                                    Plans.

                           3.       Buyer acknowledges that the Plans are
                                    administered by Shareholder for the benefit
                                    of all of its subsidiary companies,
                                    including Seller, and that Buyer will not be
                                    able to continue or participate in the
                                    Plans.

         m.       Contracts. Except for the contracts, commitments or leases
                  listed on Schedules 1.F.2, 1.F.3, and 11.M or any other
                  Schedule of this Agreement, Seller is not a party to nor bound
                  by any agreement or commitment that affects the Business, the
                  Purchased Assets, or the Assumed Liabilities which will result
                  in a liability or other cost to Buyer of more than $10,000 in
                  the aggregate or will last for more than one year from the
                  Closing Date (all these contracts and commitments referred to
                  as "Significant Contracts"). All Significant Contracts are
                  valid and binding obligations of the parties thereto in
                  accordance with their respective terms. No default or alleged
                  default exists on the part of Seller, nor, to the Best
                  Knowledge of Seller Parties, on the part of any other party,
                  under any of the Significant Contracts. True and complete
                  copies of all Significant Contracts have been delivered to
                  Buyer.

         n.       Title to Purchased Assets. Seller is the sole and absolute
                  owner of the Purchased Assets and has good title to all of the
                  Purchased Assets, which are, or will be at

<PAGE>




                  the time of the Closing, free and clear of any and all
                  Encumbrances. Schedule 11.N lists or describes all property
                  used in the conduct of the Business that is owned by or an
                  interest in which is claimed by any other person (whether a
                  customer, supplier, or other person), together with copies of
                  all related agreements. All such assets are situated on the
                  Premises or other of Seller's facilities and is in such
                  condition that upon return to its owner, Buyer will not be
                  liable in any amount to the owner.

         o.       Condition of Purchased Assets. To the best of Seller's and
                  Shareholder's knowledge, except as disclosed in Schedule 11.O,
                  all equipment and buildings Seller owns or leases are, to the
                  best of Seller's and Shareholder's knowledge, structurally
                  sound, in good operating condition and repair, and adequate
                  for their current uses. To the best of Seller's and Seller
                  Shareholder's knowledge, no equipment needs maintenance or
                  repairs except for ordinary, routine maintenance and repairs
                  that are not material in nature or cost. The equipment owned
                  and building used by Seller are sufficient for the continued
                  operation of the Business after the Closing Date in
                  substantially the same manner as Seller operated the Business
                  before the Closing Date. The Inventory is in good condition,
                  not obsolete or defective (except as may have been so recorded
                  on the books and records of the Seller), and is usable or
                  saleable in the usual and ordinary course of business. Each
                  item is situated at the Seller's facilities unless
                  specifically disclosed to the Buyer on Schedule 11.O attached
                  to this Agreement.

         p.       Receivables. The Receivables are the result of bona fide sales
                  or other bona fide transactions. The Receivables will be paid
                  in full as they come due, except to the extent that a reserve
                  against the possible uncollectability of the Receivables has
                  been established and is reflected on the Financial Statements.
                  To the extent the reserve is exceeded, Seller Parties shall
                  repurchase from Buyer at face value any Receivable purchased
                  by Buyer under this Agreement that has not been paid by the
                  related-account debtor within 120 days of the Closing Date, on
                  Buyer's tender to Seller Parties of a reassignment (without
                  recourse) of the Receivable. Buyer shall have the right to set
                  off against amounts payable by Buyer under any Related
                  Agreement the amount of any liability of Seller Parties to
                  Buyer under this Section or under any other provisions of this
                  Agreement. Buyer shall also have the right to make a claim
                  against the Escrow Account for the amount of any liability of
                  the Seller Parties to Buyer under this section or, to the
                  extent such other liability exceeds $50,000 as provided in
                  Section 15.d, under any other provisions of this Agreement.

         q.       Taxes.

                  1.       For the purposes of this Agreement, "Tax" or "Taxes"
                           shall mean all foreign, federal, state, county,
                           local, and other taxes (including, without
                           limitation, income taxes; premium taxes;
                           single-business taxes; excise taxes; sales taxes; use
                           taxes; value-added taxes; gross receipts taxes;
                           franchise taxes; ad valorem taxes; real estate taxes;

<PAGE>




                           severance taxes; capital levy taxes; transfer taxes;
                           stamp taxes; employment, unemployment, and
                           payroll-related taxes; withholding taxes; and
                           governmental charges and assessments), and include
                           interest, additions to tax, and penalties.

                  2.       Seller has filed on a timely basis all Tax returns it
                           is required to file under foreign, federal, state, or
                           local law and has paid or established an adequate
                           reserve with respect to all Taxes for the periods
                           covered by such returns. No agreements have been made
                           by or on behalf of Seller for any waiver or for the
                           extension of any statute of limitations governing the
                           time of assessment or collection of any Taxes. Seller
                           and its officers have received no notice of any
                           pending or threatened audit by the IRS or any
                           foreign, state or local agency related to Seller's
                           Tax returns or Tax liability for any period, and no
                           claim for assessment or collection of Taxes has been
                           asserted against Seller. To the Best of Seller's
                           Parties' Knowledge, no such claim is being considered
                           and there is no basis for any such claim. There are
                           no federal, state, or local tax liens outstanding
                           against any of Seller's assets (including, without
                           limitation, the Purchased Assets) or the Business.

                  3.       The sale by Seller of the Purchased Assets and the
                           Buyer's acquisition of such assets will not result in
                           the imposition of or liability for any sales or use
                           taxes except in connection with the transfer of any
                           motor vehicles that are part of the Purchased Assets
                           which taxes will be paid for by Seller.

                  4.       Pursuant to MCLA 205.27a, MSA 7.657(27a), 1986 PA 58,
                           Section 27a, Seller waives all confidentiality
                           regarding any Taxes that are payable to the State of
                           Michigan and agrees that the appropriate authorities
                           of the State of Michigan may release to Buyer
                           Seller's known Tax liability. Seller agrees to
                           execute any separate waivers of confidentiality that
                           Buyer or the appropriate authorities might require to
                           implement the terms of this paragraph.

                  5.       The information contained on the Michigan Employment
                           Security Commission Form 1027, Business Transferor's
                           Notice to Transferee of Unemployment Tax Liability
                           and Rate, is correct and complete.

         r.       Litigation, Claims. Except as set forth on Schedule 11.R, (i)
                  there are no actions, suits proceedings, hearings,
                  investigations, charges, complaints, claims or demands of any
                  kind pending or, to the Best Knowledge of Seller Parties,
                  threatened against or affecting Seller, any of the Purchased
                  Assets or any aspect of the Business; (ii) there are no
                  injunctions, judgments, orders or decrees of any kind which
                  are outstanding against or unsatisfied by Seller or relating
                  to any of

<PAGE>




                  the Purchased Assets or any aspect of the Business; and (iii)
                  Seller is not charged, or threatened with, or under
                  investigation with respect to, any alleged violation of any
                  provision of any law, constitution, code, statute or
                  ordinance, or any regulation, rule, injunction, judgment,
                  order, decree, ruling, charge or other restriction of any
                  governmental authority relating to any of the Purchased Assets
                  or any aspect of the Business.

         s.       Products. Except as set forth on Schedule 11.S: (i) there are
                  no liabilities of Seller whether based on strict liability,
                  negligence, breach of contract or otherwise, with respect to
                  any product, component or other item designed, manufactured,
                  assembled, produced or sold by Seller to others; (ii) there
                  are no liabilities of Seller with respect to any claim for the
                  breach of any express or implied warranty or any other similar
                  claim with respect to any products designed, manufactured,
                  assembled, produced or sold by Seller to others, other than
                  standard warranty obligations (to replace, repair or refund)
                  made by Seller in the ordinary course of business consistent
                  with past practice to purchasers of its products, and which
                  are appropriately and adequately reserved for in the Financial
                  Statements; or (iii) Seller has not entered into, or offered
                  to enter into, any agreement, contract, commitment or other
                  arrangement (whether written or oral) pursuant to which Seller
                  is or will be obligated to make any rebates, discounts,
                  promotional allowances or similar payments or arrangements to
                  or with any customer ("Rebate Obligations"). Schedule 11.S
                  sets forth a true and correct listing of all warranty claims
                  with respect to the products of Seller made in connection with
                  the Business during the last 12 months and a true and correct
                  list of all contracts pursuant to which any purchaser may
                  return any products. All Rebate Obligations set forth on
                  Schedule 11.S are reflected in the Financial Statements or
                  have been incurred after the date thereof in the ordinary
                  course of business consistent with past practice.

         t.       Environmental Matters.

                  (i)      Seller has not transported, stored, treated or
                           disposed, nor has it allowed or arranged for any
                           third parties to transport, store, handle, treat or
                           dispose of Hazardous Materials (as hereinafter
                           defined) to or at any location other than a site
                           lawfully permitted to receive such Hazardous
                           Materials for such purposes, nor has Seller
                           performed, arranged for or allowed by any method or
                           procedure such transportation, storage, treatment or
                           disposal in violation of any Environmental Laws (as
                           hereinafter defined). Seller has not stored, handled,
                           treated or disposed of, or allowed or arranged for
                           any third parties to transport, store, handle, treat,
                           dispose of, Hazardous Materials upon the Real Estate
                           or the Leasehold Premises, except as permitted by
                           law.

                  (ii)     During Seller's ownership or occupancy of the Real
                           Estate or Leasehold Premises, there has not occurred,
                           nor is there presently occurring, a Release of any
                           Hazardous Material on, in or at the Real Estate or
                           the

<PAGE>




                           Leasehold Premises. However, there are two
                           groundwater monitoring wells located on the Real
                           Estate from which groundwater samples are obtained
                           and analyzed to determine whether the Real Estate or
                           Leasehold Premises has been impacted by a suspected
                           Release from property located across the street from
                           the Real Estate. For purposes of this Section, the
                           term "Release" shall have the meaning given it in
                           CERCLA.

                  (iii)    Seller has not shipped or transported for treatment
                           or disposed, nor has it allowed or arranged, by
                           contract, agreement or otherwise, for any third
                           parties to ship or transport for treatment or
                           dispose, any Hazardous Materials to or at a site
                           which, pursuant to CERCLA or any similar state law,
                           has been placed on or has been proposed to be placed
                           on the National Priorities List or its state
                           equivalent. Seller has not received notice, nor does
                           it have knowledge of any facts which could give rise
                           to any notice, that the Seller is a liable party for
                           any environmental remediation or corrective action
                           under CERCLA or any other Environmental Laws. Seller
                           has not submitted nor was required to submit any
                           notice pursuant to Section 103(c) of CERCLA with
                           respect to the Real Estate or Leasehold Premises. The
                           Seller has not received any written or oral request
                           for information in connection with any environmental
                           remediation or corrective action. Seller has not been
                           required to or has not undertaken any response or
                           remedial actions or clean-up actions of any kind at
                           the request of any federal, state or local
                           governmental entity, or at the request of any other
                           person or entity.

                  (iv)     Seller does not use, or has not used, any Underground
                           Storage Tanks, and there are not now nor, to the best
                           of Seller's knowledge, have there ever been any
                           Underground Storage Tanks on the Real Estate or the
                           Leasehold Premises. For purposes of this Section
                           4.19, the term "Underground Storage Tanks" shall have
                           the meaning given it in the Resource Conservation and
                           Recovery Act (42 U.S.C. Sections 6901 et seq.) or
                           similar state statute.

                  (v)      There are no laws, regulations, ordinances, licenses,
                           permits or orders relating to environmental
                           remediation, corrective action or worker safety
                           matters requiring any work, repairs, construction or
                           capital expenditures with respect to the assets or
                           properties of the Seller.

                  (vi)     Schedule 11.T identifies (i) all environmental
                           audits, site assessments or occupational health
                           studies undertaken by the Seller or its agents or
                           known to be taken by governmental agencies; (ii) the
                           results of any groundwater, soil, air or asbestos
                           sampling or monitoring undertaken with respect to the
                           Real Estate or the Leasehold Premises; (iii) all
                           written communications between the Seller and any
                           environmental agencies; and (iv) all citations issued
                           under the Occupational Safety and Health Act (29
                           U.S.C. Sections 651 et seq.) or similar state
                           statute.


<PAGE>





                  (vii)    As used herein, the term "Environmental Law" shall
                           mean any applicable federal, state, or local
                           statutory or common law, ordinance, rule, or
                           regulation relating to: (i) pollution or protection
                           of the environment; (ii) nuisance or trespass; (iii)
                           emissions, discharges, releases, or threatened
                           releases of any Hazardous Material into the
                           environment (including, without limitation, ambient
                           air, surface water, groundwater, land surface, or
                           subsurface strata); or (iv) the manufacture,
                           processing, distribution, use, treatment, storage,
                           disposal, transportation, or handling of Hazardous
                           Materials. The term "Environmental Laws" shall
                           include, but shall not be limited to: the Clean Air
                           Act; the Clean Water Act; the Occupational Safety and
                           Health Act; the Comprehensive Environmental Response,
                           Compensation, and Liability Act of 1980; the Resource
                           Conservation and Recovery Act; the Toxic Substances
                           Control Act, and any amendments thereto and any
                           similar state or local law or ordinance. For purposes
                           of this Agreement, the term "Environmental Laws" also
                           shall mean, to the extent any of the following have
                           the force and effect of law, any regulation, code,
                           plan, order, decree, judgment, injunction, notice, or
                           demand letter issued, entered, or approved under any
                           law, ordinance, rule, or regulation referred to in
                           the preceding sentence.

                  (viii)   As used herein, the term "Hazardous Material" shall
                           mean any pollutant, contaminant, chemical, toxic, or
                           hazardous substance or material, or industrial waste
                           that is included within the definitions of the terms
                           "solid waste", "pollutant or contaminant", "hazardous
                           substance," "hazardous chemical," or "hazardous
                           waste," including petroleum and any fraction thereof,
                           asbestos, mold or radionuclide, under any
                           Environmental Law. The term "Hazardous Materials"
                           shall mean all or some of the foregoing.

         u.       Compliance with Laws. At all times prior to the Closing Date,
                  Seller has, complied with all laws, orders, regulations,
                  rules, decrees, and ordinances affecting to any extent or in
                  any manner any aspects of the Business or the Purchased
                  Assets.

         v.       Suppliers and Customers.

                  (i)      A complete and accurate list of the 25 largest
                           suppliers or vendors of products or services to
                           Seller in connection with the Business (measured
                           according to dollar purchases made from such
                           suppliers or vendors during Seller's last fiscal
                           year), and the address of each such supplier or
                           vendor and the amount sold to Seller during that
                           period, is set forth in Schedule 11.V.1. The names of
                           any suppliers of goods or services with respect to
                           which practical alternative sources of supply are not
                           available on comparable terms and conditions are
                           separately listed in Schedule 11.V.1.



<PAGE>

                  (ii)     A complete and accurate list of each of Seller's
                           largest 25 customers (based on revenues to Seller
                           annually during the last fiscal year) in connection
                           with the Business, the address of each such customer,
                           and the amount each customer purchased from Seller
                           during the last fiscal year is set forth in Schedule
                           11.V.2.

                  (iii)    Except as disclosed on Schedule 11.V.3, Seller
                           Parties have no information that might indicate that
                           any customer, supplier or vendor of Seller intends to
                           cease purchasing from, selling to, or dealing with
                           Seller. No information has been brought to the
                           attention of any of Seller Parties that might lead
                           any of them to believe that any customer or supplier
                           intends to alter, in any material respect, the amount
                           of its purchases or sales or the extent of its
                           dealings with Seller, or would alter in any material
                           respect its purchases from, sales to, or dealings
                           with Buyer following the purchase by Buyer of the
                           Purchased Assets under this Agreement .

         w.       Progress Payments. The attached Schedule 11.W contains a true
                  and complete list and description of all security deposits,
                  progress payments, and the like that Seller has received
                  relating in any way to any purchase orders, leases, or other
                  agreements that are part of the Purchased Assets.

         x.       [INTENTIONALLY OMITTED]

         y.       No Brokers. Seller has not engaged, and is not responsible for
                  any payment to, any finder, broker, or consultant in
                  connection with the transactions contemplated by this
                  Agreement.

         z.       Transactions with Certain Persons. Except as set forth on
                  Schedule 11.Z attached hereto, no shareholder, officer,
                  director or employee of Seller, nor any member of any such
                  person's family, nor any corporation, partnership, trust or
                  other entity in which any such person has a substantial
                  interest as a shareholder, officer, director, trustee or
                  partner (each, an "Affiliate"), owns any assets used in or
                  relating to the Business or is presently a party to any
                  material transaction with Seller relating to the Purchased
                  Assets or the Business (including, but not limited to, any
                  contract, agreement or other arrangement (a) providing for the
                  furnishing of material services or supplies by, (b) providing
                  for the rental of material real or personal property from, or
                  (c) otherwise requiring material payments to (other than for
                  services as officers or directors of Seller) such Affiliate.

         aa.      Intellectual Property. Schedule 11.AA lists all Intellectual
                  Property of the Seller that Seller directly or indirectly
                  owns, licenses, uses, requires for use, or controls in whole
                  or in part and all licenses and other agreements allowing
                  Seller to use the intellectual property of third parties in
                  connection with the Business, except for commercially
                  available computer software such as word processing,
                  spreadsheet and similar applications. Seller does not own,
                  directly or indirectly, or use any
<PAGE>




                  patents, copyrights, trademarks, or service marks in the
                  Business except as listed. Except as set forth in Schedule
                  11.AA, Seller is the sole and exclusive owner of the
                  Intellectual Property, free and clear of all Encumbrances.
                  Except as set forth in Schedule 11.AA, none of the Seller's
                  Intellectual Property infringes on any other person's
                  intellectual property and no activity of any other person
                  infringes on any of the Intellectual Property. Seller's
                  manufacturing and engineering drawings, process sheets,
                  specifications, bills of material, trade secrets, "know-how,"
                  and like data are in such form and of such quality that they
                  can, following the Closing Date, be used in the process of
                  designing, producing, manufacturing, assembling, and selling
                  the products and providing the services previously provided by
                  Seller so that such products and services meet applicable
                  specifications and conform with all applicable quality
                  standards that Buyer will be required to meet at the date of
                  the Closing.

         bb.      Insurance. All insurance policies covering Seller's real and
                  personal property or providing for business interruption,
                  personal and product liability coverage, and other insurance
                  are described in Schedule 11.BB (which specifies the insurer,
                  policy number, type of insurance, and any pending claims).
                  Such insurance is in amounts Seller deems sufficient with
                  respect to its assets, properties, business, operations,
                  products, and services as the same are presently owned or
                  conducted, and all such policies are in full force and effect
                  and the premiums have been paid. There are no claims, actions,
                  suits, or proceedings arising out of or based on any of these
                  insurance policies, and no basis for any such claim, action,
                  suit, or proceeding exists. Seller is not in default with
                  respect to any provisions contained in any such insurance
                  policies and has not failed to give any notice or present any
                  claim under any such insurance policy in due and timely
                  fashion.

         cc.      Sales Representatives, Dealers and Distributors. Except as set
                  forth on Section 11.CC, Seller is not a party to any contract
                  or agreement with any person or entity under which such other
                  person or entity is a sales agent, representative, dealer or
                  distributor of any of Seller's products or services, and which
                  by its terms cannot be terminated at will or on not more than
                  30 days' prior notice and there has been no change in the rate
                  of compensation paid or payable to any such person or entity
                  since the date of the most recent Financial Statements.

         dd.      Product Warranties. Except as disclosed on Section 11DD, the
                  Seller has not extended to its customers any product
                  warranties, indemnifications or guarantees.

         ee.      Computer Programs. Seller owns all right and title to and
                  interest in, or has valid licenses for the use of, all
                  computer programs used in the Business, and all such computer
                  programs are assignable to Buyer, except as set forth in
                  Schedule 11.EE.

         ff.      Capital Stock of the Seller. The authorized capital stock of
                  the Seller consists solely of 5,000 shares of common stock,
                  $10.00 par value, of which 3,768 shares are issued and
                  outstanding. There are no shares of Seller's capital stock
                  held in its

<PAGE>




                  treasury.All voting rights in the Seller are vested
                  exclusively in its shares of common stock. All of the issued
                  and outstanding shares of common stock of the Seller are
                  validly authorized and issued and are fully paid and
                  non-assessable. There are no outstanding warrants, options or
                  rights of any kind to acquire from the Seller any shares of
                  its common stock or securities of any kind. The Seller does
                  not have any obligation to acquire any of its issued and
                  outstanding shares of common stock or any other security
                  issued by it from any holder thereof.

         gg.      Accuracy of Information Furnished to Buyer. No representation,
                  statement or information made or furnished by the Seller or
                  the Seller Shareholder to the Buyer, including but not limited
                  to those contained in this Agreement and the various schedules
                  and exhibits attached hereto and the other information and
                  statements referred to herein and previously furnished by the
                  Seller or the Seller Shareholder to the Buyer, contains or
                  shall contain any untrue statement of a material fact or omits
                  or shall omit any material fact necessary to make the
                  information contained therein not false or misleading.

12.      Buyer Parties' Representations and Warranties. Buyer Parties represent
         and warrant to Seller that:

         a.       Organization and Standing. BusinessCo is a corporation duly
                  organized and validly existing under the laws of the State of
                  Michigan, and BusinessCo has all the requisite power and
                  authority (corporate and otherwise) to own its properties and
                  to conduct its business as it is now being conducted. Real
                  EstateCo is a limited liability company duly organized and
                  validly existing under the laws of the State of Michigan, and
                  Real EstateCo has all the requisite power and authority to own
                  its properties and to conduct its business as it is now being
                  conducted. Guarantor is a corporation duly organized and
                  validly existing under the laws of the State of Illinois, and
                  Guarantor has all the requisite power and authority (corporate
                  and otherwise) to own its properties and to conduct its
                  business as it is now being conducted.

         b.       Authorization. Buyer has taken all necessary corporate or
                  limited liability company action, as the case may be (i) to
                  duly approve the execution, delivery, and performance of this
                  Agreement and the Related Agreements and (ii) to consummate
                  any related transactions. Buyer has duly executed and
                  delivered this Agreement. This Agreement is, and the Related
                  Agreements when executed and delivered by the parties to them
                  will be, legal, valid, and binding obligations of Buyer,
                  enforceable against Buyer in accordance with their respective
                  terms, except as such enforcement may be limited by
                  bankruptcy, insolvency, moratorium, or similar laws relating
                  to the enforcement of creditor's rights and by general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at law or in
                  equity).



<PAGE>




         c.       Existing Agreements and Governmental Approvals. The execution,
                  delivery, and performance of this Agreement and the Related
                  Agreements and the consummation of the transactions
                  contemplated by them:

                  (i)      Do not and will not violate any provisions of the law
                           applicable to Buyer;

                  (ii)     Do not and will not conflict with, result in the
                           breach or termination of any provision of, or
                           constitute a default under (in each case whether with
                           or without the giving of notice or the lapse of time,
                           or both) Buyer's Articles of Incorporation, Articles
                           of Organization, Bylaws or Operating Agreement, as
                           the case may be, or any indenture, mortgage, lease,
                           deed of trust, or other instrument, contract, or
                           agreement or any order, judgment, arbitration award,
                           or decree to which Buyer is a party or by which it or
                           any of its assets and properties are bound; and

                  (iii)    No approval, authority, or consent of, or filing by
                           Buyer with, or notification to, any federal, state,
                           or local court, authority, or governmental or
                           regulatory body or agency or any other corporation,
                           partnership, individual, or other entity is necessary

                  (iv)     to authorize Buyer's execution and delivery of this
                           Agreement and Related Agreements; or

                  (v)      to authorize Buyer's consummation of the transactions
                           contemplated by this Agreement and the Related
                           Agreements.

13.      Employees.

         a.       Buyer shall have no obligation to hire any of Seller's
                  employees in the Business; provided, however, that Buyer shall
                  be free to negotiate with and hire any of such Seller's
                  employees, and Seller shall cooperate and encourage such
                  employees to accept employment with Buyer. To the extent
                  reflected on the Financial Statements included as Schedule
                  11.G, as adjusted, Buyer shall be responsible and liable for
                  any salary, wages, bonuses, commissions, accrued vacations,
                  sick-leave time, profit sharing , pension benefits and any
                  other compensation or benefits, but excluding any employee
                  severance payments. Buyer agrees to make all such payments on
                  a timely basis, including payments due to any of Seller's
                  terminated employees not hired by Buyer, which payments will
                  be due at Closing. At the election of any of Seller's
                  employees that Buyer has hired, Seller shall fully cooperate
                  with Buyer in rolling over the account balances of Seller's
                  Profit Sharing and 401(k) Plan into Buyer's comparable plan.

         b.       Seller Parties agree that they will not, directly or
                  indirectly, for a period of one (1) year following the Closing
                  Date, employ, or solicit or seek or cause or assist to employ,
                  any person who is employed by the Seller at the Closing Date
                  and who

<PAGE>




                  becomes an employee of Buyer pursuant to the transaction
                  within thirty (30) days following Closing.

14.      Postclosing Receipts. After the Closing, Seller will immediately notify
         and transfer to Buyer any payments or other receipts it receives with
         respect to any of the Purchased Assets. Pending any such transfer,
         Seller will segregate any such payments from its other assets and will
         clearly mark or designate them as the property of Buyer.

15.      Indemnification.

         a.       Seller Parties. Seller Parties, jointly and severally, shall
                  defend, indemnify, and hold harmless Buyer and its directors,
                  officers, shareholders, successors, and assigns from and
                  against any and all costs, losses, claims, suits, actions,
                  assessments, diminution in value, liabilities, fines,
                  penalties, damages (compensatory, consequential, and other),
                  and expenses (including reasonable legal fees) in connection
                  with or resulting from:

                  Except as otherwise expressly assume by Buyer in the
                  Agreement, all debts, liabilities, and obligations of Seller,
                  whether accrued, absolute, contingent, known, unknown, or
                  otherwise, but excluding any Assumed Liabilities.

                  Any inaccuracy in any representation or breach of any warranty
                  of Seller Parties contained in this Agreement or any Related
                  Agreement.

                  Any failure by any Seller Parties to perform or observe in
                  full, or to have performed or observed in full, any covenant,
                  agreement, or condition to be performed or observed by any of
                  the Seller Parties under this Agreement or any Related
                  Agreement. Notwithstanding the foregoing, there shall be no
                  limitation on the indemnification by Seller for claims based
                  on a breach of Seller's warranties and representations set
                  forth under Sections 11.a (Organization and Standing), 11.b
                  (Authorization), 11.n (Title to Purchased Assets), 11.q
                  (Taxes), or 11.t (Environmental Matters).

                  Provided, however, such indemnification shall be limited to
                  the total of the Purchase Price plus all monies paid by Buyer
                  under any Related Agreement.

         b.       Buyer Parties. Buyer Parties shall defend, indemnify, and hold
                  harmless Seller Parties and its directors, officers,
                  shareholders, successors, and assigns from and against any and
                  all costs, losses, claims, suits, actions, assessments,
                  diminution in value, liabilities, fines, penalties, damages
                  (compensatory, consequential, and other), and expenses
                  (including reasonable legal fees) in connection with or
                  resulting from:

                  All debts, liabilities, and obligations of Buyer, whether
                  accrued, absolute, contingent, known, unknown, or otherwise.



<PAGE>




                  Any inaccuracy in any representation or breach of any warranty
                  of Buyer contained in this Agreement or any Related Agreement.

                  Any failure by Buyer to perform or observe in full, or to have
                  performed or observed in full, any covenant, agreement, or
                  condition to be performed or observed by the Buyer under this
                  Agreement or any Related Agreement.

         c.       Notice of Claim. Each person entitled to indemnification under
                  this Section 15 (the "Indemnified Party") shall give notice to
                  the party required to provide indemnification (the
                  "Indemnifying Party") promptly after such Indemnified Party
                  has actual knowledge of any claim as to which indemnity may be
                  available or sought, and shall permit the Indemnifying Party
                  to participate in the defense of any such claim or any
                  resulting litigation, and the Indemnifying Party may
                  participate in such defense at such party's expense. The
                  failure of any Indemnified Party to give the notice required
                  by this Agreement shall not relieve the Indemnifying Party of
                  its obligations unless such failure results in actual
                  detriment to the Indemnifying Party. In the event that a claim
                  or litigation is partially, but not wholly covered by an
                  indemnity set forth in this Section 15 the Indemnified and the
                  Indemnifying Parties shall share in the resulting losses in
                  proportion to their respective liabilities. Except with the
                  consent of each Indemnified Party, which consent shall not be
                  unreasonably withheld, no Indemnifying Party shall consent to
                  the entry of any judgment or enter into any settlement which
                  does not include a release of such Indemnified Party from all
                  liability in respect to such claim or litigation to the extent
                  it is covered by the indemnity in this Section 15.

         d.       Limit of Liability. Neither party shall have any liability
                  (for indemnification or otherwise) under this Section 15
                  except to the extent that the total of all Damages exceeds
                  Fifty Thousand and No/100 Dollars ($50,000.00). It is agreed,
                  however, that this section shall not apply to Seller Parties'
                  liability under Section 11.p to reimburse Buyer dollar for
                  dollar for any Receivables which may be uncollectible in
                  excess of the reserve reflected on the Financial Statements.

16.      Expenses. Each of the parties shall pay all of the costs that it incurs
         incident to the preparation, execution, and delivery of this Agreement
         and the performance of any related obligations, whether or not the
         transactions contemplated by this Agreement shall be consummated,
         except that all such costs and all liabilities of Seller other than the
         Assumed Liabilities, including, without limitation, Tax liabilities,
         shall be paid out of the proceeds of the Purchase Price (which shall in
         no case increase the Purchase Price) and shall not be charged to the
         Business as an expense.

17.      Risk of Loss. The risk of loss of or damage to the Purchased Assets
         from fire or other casualty or cause shall be on Seller at all times up
         to the Closing, and it shall be the responsibility of Seller to repair,
         or cause to be repaired, and to restore the property to the condition
         it was before the loss or damage.



<PAGE>




18.      Seller's Name. Seller agrees that from and after the Closing Date,
         Buyer shall have all of the right's of Seller to use in or in
         connection with the conduct of any business (whether carried on by it
         directly or through any related corporation) the name "Pak-Sak
         Industries, Inc." ("Name"); any part or portion of the Name, either
         alone or in combination with one or more other words; or any variation
         of the Name. It is contemplated that on or as soon as practicable after
         the Closing Date, Seller will change its name to some name which is
         different from Pak-Sak Industries, Inc. and will not be confused with
         that Name. After the Closing Date, Seller agrees that it will not use
         either directly or indirectly the Name or any name that may be confused
         with the Name.

19.      Termination.

         a.       This Agreement may be terminated at any time before the
                  Closing Date as follows:

                  (i)      By Buyer and Seller Parties in a written instrument.

                  By either Buyer or Seller Parties if the Closing does not
                  occur on the Closing Date.

                  By Buyer or Seller Parties if there has been a material breach
                  of any of the representations or warranties set forth in this
                  Agreement on the part of the other, and this breach by its
                  nature cannot be cured before the Closing.

                  By Buyer or Seller Parties if there has been a breach of any
                  of the covenants or agreements set forth in this Agreement on
                  the part of the other, and this breach is not cured within ten
                  (10) business days after the breaching party or parties
                  receives written notice of the breach from the other party.

         b.       If terminated as provided in Section 19, this Agreement shall
                  forthwith become void and have no effect, except for Sections
                  19.C and except that no party shall be relieved or released
                  from any liabilities or damages arising out of the party's
                  breach of any provision of this Agreement.

         c.       Buyer Parties jointly and severally warrant and agree, on the
                  one hand, and the Seller Parties jointly and severally, on the
                  other hand, warrant and agree that if this Agreement is
                  terminated pursuant to Section 19, each party will not, during
                  the six (6) month period following the termination, directly
                  or indirectly solicit any employee of the other party to leave
                  the other party's employment.

         d.       Confidentiality. Each of Buyer and Guarantor hereby covenants
                  and agrees that, at all times from the date of this Agreement
                  until the Closing Date (and in the event this Agreement is
                  terminated, indefinitely from the date of this Agreement) it
                  shall keep secret and maintain in strictest confidence, and
                  shall not use for their benefit or for the benefit of other,
                  and shall not cause or allow any of Buyer's or Guarantor's
                  agents, officers, directors, members or employees to so
                  disclose or

<PAGE>




                  use, any Confidential Information (as hereinafter defined)
                  relating to Seller or the Business or otherwise pertaining to
                  this Agreement or the transactions contemplated hereby. As
                  used in this Agreement, "Confidential Information" shall have
                  the meaning as defined in Section 21.c. In no way shall the
                  provisions of this Section be deemed to impose liability upon
                  Buyer for, or to prevent Buyer from, hiring any employee of
                  Seller, or Seller Shareholder, provided that Buyer otherwise
                  complies with the time limitation set forth in Section 19c.
                  above.

20.      Miscellaneous Provisions.

         a.       Representations and Warranties. All representations,
                  warranties, and agreements made by the parties pursuant to
                  this Agreement shall survive the consummation of the
                  transactions contemplated by this Agreement for three (3)
                  years after the Closing Date. Notwithstanding the foregoing,
                  the representations and warranties made by Seller under
                  Section 11.a (Organization and Standing), Section 11.b
                  (Authorization) and Section 11.n (Title to Purchased Assets)
                  shall survive forever. Also, the representations and
                  warranties made by Seller under Section 11.q (Taxes) shall
                  survive for any and all applicable statute of limitation
                  periods and the representations and warranties made by Buyer
                  Parties under Section 12.a (Organization and Standing) and
                  Section 12.b (Authorization) shall survive forever and the
                  representations and warranties made by Seller under Section
                  11.t (Environmental Matters) shall survive for the shorter of
                  any applicable statute of limitations periods or five (5)
                  years after the Closing Date.

         b.       Notices. All notices, demands, and requests required or
                  permitted to be given under the provisions of this Agreement
                  shall be in writing and shall be deemed given (i) when
                  personally delivered or sent by facsimile transmission to the
                  party to be given the notice or other communication or (ii) on
                  the business day following the day such notice or other
                  communication is sent by overnight courier to the following:

                       if to Seller:       Pak-Sak Industries, Inc.
                                           1118 Centennial Way
                                           Lansing, MI 48917
                                           (517) 321-3130 Phone Number
                                           (517) 321-1022 Fax Number;

                       with a Copy to:     J. Michael Warren
                                           Warren Cameron Faust & Asciutto, P.C.
                                           P.O. Box 26067
                                           Lansing, MI 48909
                                           (517) 349-8600 Phone Number
                                           (517) 349-3311

                       if to Buyer:        Dominic Imburgia
                                           Packaging Personified, Inc.


<PAGE>




                                           246 Kehoe Blvd.
                                           Carol Stream, IL 60188
                                           (630) 653-1655 Phone Number
                                           (630) 653-0344 Fax Number;

                       with a copy to:     Carl A. Neumann
                                           Holland & Knight LLC
                                           One MidAmerica Plaza
                                           Suite 1000
                                           Oakbrook Terrace, IL  60181
                                           (630) 954-2104 Phone Number
                                           (630) 954-2112 Fax Number

                       if to Shareholder:  Maxco, Inc.
                                           1118 Centennial Way
                                           Lansing, MI 48917
                                           (517) 321-3130  Phone Number
                                           (517) 321-1022  Fax Number

                           or to such other address or facsimile number that the
                  parties may designate in writing.

         c.       Assignment. Neither Seller Parties nor Buyer shall assign this
                  Agreement, or any interest in it, without the prior written
                  consent of the other.

         d.       Parties in Interest. This Agreement shall inure to the benefit
                  of, and be binding on, the named parties and their respective
                  successors and permitted assigns, but not any other person.

         e.       Choice of Law. This Agreement shall be governed, construed,
                  and enforced in accordance with the laws of the State of
                  Michigan.


         f.       Counterparts. This Agreement may be signed in any number of
                  counterparts with the same effect as if the signature on each
                  counterpart were on the same instrument.

         g.       Entire Agreement. This Agreement, all Related Agreements and
                  all related documents, schedules, exhibits, or certificates
                  represent the entire understanding and agreement between the
                  parties with respect to the subject matter and supersede all
                  prior agreements or negotiations between the parties. This
                  Agreement may be amended, supplemented, or changed only by an
                  agreement in writing that makes specific reference to this
                  Agreement and that is signed by the party against whom
                  enforcement of any such amendment, supplement, or modification
                  is sought.



<PAGE>




         h.       Arbitration.

                  (i)      Any dispute, controversy, or claim arising out of or
                           relating to this Agreement or relating to the breach,
                           termination, or invalidity of this Agreement, whether
                           arising in contract, tort, or otherwise, shall at the
                           request of any party be resolved in binding
                           arbitration. Any arbitration shall proceed in
                           accordance with the current Commercial Arbitration
                           Rules (the "Arbitration Rules") of the American
                           Arbitration Association ("AAA") to the extent that
                           the Arbitration Rules do not conflict with any
                           provision of this Section.

                  (ii)     No provision of or the exercise of any rights under
                           this Section shall limit the right of any party to
                           seek and obtain provisional or ancillary remedies
                           (such as injunctive relief, attachment, or the
                           appointment of a receiver) from any court having
                           jurisdiction before, during, or after the pendency of
                           an arbitration proceeding under this Section. The
                           institution and maintenance of any such action or
                           proceeding shall not constitute a waiver of the right
                           of any party (including the party taking the action
                           or instituting the proceeding) to submit a dispute,
                           controversy, or claim to arbitration under this
                           Section.

                  (iii)    Any award, order, or judgment made pursuant to
                           arbitration shall be deemed final and may be entered
                           in any court having jurisdiction over the enforcement
                           of the award, order, or judgment.

                  (iv)     The arbitration shall be held before one arbitrator
                           knowledgeable in the general subject matter of the
                           dispute, controversy, or claim and selected by AAA in
                           accordance with the Arbitration Rules.

                  (v)      The arbitration shall be held at the office of AAA as
                           chosen by the party requesting arbitration, or at
                           another place the parties agree on.

                  (vi)     In any arbitration proceeding under this Section,
                           subject to the award of the arbitrator(s), each party
                           shall pay all its own expenses and an equal share of
                           the fees and expenses of the arbitrator. The
                           arbitrator shall have the power to award recovery of
                           costs and fees (including reasonable attorney fees,
                           administrative and AAA fees, and arbitrator's fees)
                           among the parties as the arbitrator determine to be
                           equitable under the circumstances.

21.      Non-Competition and Confidentiality by Seller and Shareholder.

         a.       Non-Competition. From and after the Closing Date until the
                  fifth (5th) anniversary thereof, neither Seller nor Seller
                  Shareholder shall organize, invest in, own, manage, operate,
                  control or participate in, or be associated in any manner
                  whatsoever, directly or indirectly, with or have any financial
                  interest in, or aid or

<PAGE>




                  assist anyone in the conduct of, or otherwise engage in,
                  whether for compensation or otherwise, any business (whether
                  it be a sole proprietorship, joint venture, business trust,
                  partnership, corporation or other entity) located anywhere
                  within the United States (the "Territory"), that directly or
                  indirectly competes with the Business being acquired by Buyer
                  pursuant hereto; provided, however, that the foregoing shall
                  not be deemed to prohibit Seller or Seller Shareholder from
                  owning shares of stock in any publicly-owned corporation so
                  long as such ownership, directly or indirectly, does not
                  exceed five percent (5%) of the total outstanding stock of
                  such publicly-owned corporation, measured by reference to
                  either market value or voting power.

         b.       Blue-Penciling. If any provision or part of this Section 21 is
                  held to be unenforceable because of the duration of such
                  provision or the area covered thereby, the parties hereto
                  agree to modify such provision, or that the court making such
                  determination shall have the power to modify such provision,
                  to reduce the duration or area of such provision, or both, or
                  to delete specific words or phrases herefrom
                  ("blue-penciling"), and, in its reduced or blue-penciled form,
                  such provision shall then be enforceable and shall be
                  enforced.

         c.       Confidentiality. Each of Seller and Seller Shareholder hereby
                  covenants and agrees that, at all times from and after the
                  Closing Date, it shall keep secret and maintain in strictest
                  confidence, and shall not use for their benefit or for the
                  benefit of others, and shall not cause or allow any of
                  Seller's or Seller Shareholder's agents, officers, directors
                  or employees to so disclose or use, any Confidential
                  Information (as hereinafter defined) relating to Seller or the
                  Business or otherwise pertaining to this Agreement or the
                  transactions contemplated hereby. As used in this Agreement,
                  "Confidential Information" shall mean any and all information,
                  in whatever form, relating to Seller, the Business or the
                  Purchased Assets, including, without limitation, any
                  Intellectual Property, which information is sufficiently
                  secret to derive economic value, actual or potential, from not
                  being generally known to other persons who can obtain economic
                  value from its disclosure or use and is the subject of efforts
                  that are reasonable under the circumstances to maintain its
                  secrecy or confidentiality.

         d.       Equitable Remedies. Seller and Seller Shareholder recognize
                  and agree that Buyer conducts its business throughout the
                  Territory and elsewhere, and, therefore, the geographical
                  scope of the non-competition covenants contained in the above
                  Section is reasonable. It is further recognized and agreed
                  that Buyer would not have entered into or consummated the
                  transaction contemplated by this Agreement without the
                  covenants contained in this Section, and that irreparable
                  injury will result to Buyer and its businesses and properties
                  in the event of a breach of any covenant contained herein by
                  Seller or Shareholder, that such injury would be difficult if
                  not impossible to ascertain and, therefore, that any remedy at
                  law for any such breach will be inadequate. As a result, Buyer
                  shall be entitled to temporary and permanent injunctive relief
                  without the necessity of proving actual damage to Buyer by
                  reason of any such breach. In the event that an enforcement

<PAGE>




                  action is brought by Buyer pursuant hereto, Buyer shall be
                  entitled to recover from Seller and Seller Shareholder the
                  reasonable costs and attorneys' fees incurred in connection
                  therewith. Nothing contained in this Section shall prevent
                  Buyer from electing to seek any monetary or other relief in
                  addition to or in lieu of any equitable relief for breach of
                  any of the covenants contained herein. Whenever used in this
                  Section, the term "Buyer" shall be deemed to include any
                  successor or any other person or entity that may hereafter
                  acquire all or any portion of the aforesaid Business being
                  acquired by Buyer hereunder during the period of this covenant
                  not to compete.

         e.       Independent Covenants. The covenants contained n this Section
                  21 shall be construed and enforced independently of any other
                  provision of this Agreement or any other understanding or
                  agreement between the parties, and the existence of any claim
                  or cause of action of Seller or Shareholder against Buyer, of
                  whatever nature, shall not constitute a defense to the
                  enforcement of the covenants contained herein against Seller
                  or Seller Shareholder.

         f.       Schedules and Exhibits. This Agreement shall be valid and
                  enforceable upon execution, whether or not all or any of the
                  Schedules and Exhibits referred to herein are completed and
                  attached hereto. Once completed, the Schedules and Exhibits
                  shall be attached hereto and shall become a part hereof.



<PAGE>
                           The parties have executed this Agreement on the date
                  set forth on the first page of this Agreement.

                                   SELLER
                                   Pak-Sak Industries, Inc.

                                   By:      /s/ Richard G. Johns
                                            ------------------------------------
                                            Richard G. Johns
                                            Its:  President

                                   SELLER SHAREHOLDER
                                   Maxco, Inc.


                                   By:      /s/ Max A. Coon
                                            -----------------------------------
                                            Max A. Coon
                                            Its:  President


                                   BUYER
                                   P-S Business Acquisition, Inc., a corporation
                                   to be formed


                                   By:      /s/ Dominic Imburgia
                                            ------------------------------------
                                            Dominic Imburgia
                                            Its:  President


                                   P&D Real Estate, LLC , a limited liability
                                   company to be formed


                                   By:      /s/ Dominic Imburgia
                                            ------------------------------------
                                            Dominic Imburgia
                                            Its:  Manager

                                   GUARANTOR

                                   Packaging Personified, Inc.


                                   By:      /s/ Dominic Imburgia
                                            ------------------------------------
                                            Dominic Imburgia
                                            Its:  President