ASSET PURCHASE AGREEMENT
                            ------------------------

         THIS AGREEMENT is made by and between  CAR-BON,  INC., a  Massachusetts
corporation,  d/b/a Whaling City Iron Co.,  having an office at 13 Logan Street,
New Bedford, Massachusetts (hereinafter referred to as "Seller"), J.M. AHLE CO.,
INC.,  a New Jersey  corporation  having an office at The  Woods,  994 Old Eagle
School Road, Suite 1000,  Wayne,  Pennsylvania  (hereinafter  referred to as the
"Buyer"),  and  Burton  F.  Abel of 627 High  Street,  Westwood,  Massachusetts,
("Abel").

                                   WITNESSETH

         WHEREAS,  Seller is the owner and operator of a metal product  business
located at 13 Logan Street, New Bedford, Massachusetts (the "Business");

         WHEREAS,  Seller desires to sell to Buyer and Buyer desires to purchase
from Seller  substantially  all of the assets of the  Business,  including,  the
equipment,  fixtures, inventory, accounts receivable,  goodwill and other assets
of the Business pursuant to the terms of this Agreement;

         WHEREAS,  in the event the Buyer  purchases  those assets of the Seller
referred  to above,  Abel shall  execute an  Agreement  Not To Compete  with the
Seller,  for a period of five (5) years and not within a one hundred  (100) mile
radius of the City of New Bedford, Massachusetts.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of all of which are hereby acknowledged, the parties hereto agree as
follows:

         1.  Assets.  Subject  to the  terms  and  conditions  set forth in this
Agreement, the Seller agrees to and does hereby sell, convey,  transfer,  assign
and deliver to the Buyer,  and the Buyer agrees to and does hereby purchase from
the Seller, all of the assets of the Seller used in the conduct and operation of
its  Business  (hereinafter  referred to as the  "Assets"),  which  Assets shall
include, but not limited to, the following items:

                  1.1  The  vehicles,   machinery,   equipment,   tools,  office
furniture,  fixtures  and other  personal  property  owned by Seller and used by
Seller in  connection  with the  operation of Seller's  business as set forth in
Exhibit  "A"  attached  hereto  (hereinafter  collectively  referred  to as  the
"Equipment")  for One Hundred  Thirty-four  Thousand Nine Hundred  ($134,900.00)
Dollars, as provided in said Exhibit "A";

                  1.2  All  inventories  of  raw  materials,  work  in  process,
finished  goods and other goods and  supplies  held for sale to customers in its
ordinary  course of business  as exist on the date of the  Closing  (hereinafter
collectively  referred  to as the  "Inventory");  Inventory  will be  valued  at
current market prices at the time of Closing.  Any Inventory for which there is,
based on historical usage, more than a one (1) year supply on hand, will be paid
for by Buyer as used;
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                  1.3 All licenses  and permits  owned by the Seller and used in
the Business as and to the extent the same may be  transferred  by the Seller to
the Buyer (the "Permits");

                  1.4 All telephone numbers, all names, trademarks,  tradenames,
logos and service marks now or formerly  used by the Seller in  connection  with
the Business, or any aspect thereof, including without limitation, "Whaling City
Iron" and "Car-Bon", all web pages and web addresses, domain names, logo designs
and the goodwill of the Business (collectively, the "Intangible Property").

                  1.5  All customer and vendor lists of Seller's Business.

                  1.6 All supplies including shipping and packing and all office
stationary,  forms and related supplies (the  "Supplies").  Additionally,  Buyer
will obtain all outstanding customer quotations and proposals, unfilled and open
customer orders,  accounting and computer files,  and general business  records.
Buyer will assume  responsibility  for all outstanding  customer  quotations and
proposals and all unfilled and open customer orders.

                  1.7 Accounts  receivable  with  collectability  guaranteed  by
Seller.  Accounts receivable in litigation,  in dispute, or where there is a low
probability of collection  will not be purchased.  Accounts  receivable  will be
based on their book value at Closing  calculated  in accordance  with  generally
accepted  accounting  principals  (GAAP), and will increase or decrease over the
amount  allocated  to accounts  receivable  as set forth in Exhibit "B" attached
hereto.  Ninety (90) day plus day receivables,  plus retainage,  will be paid by
Buyer as monies are collected from customers.

         The Assets do not include (i) any cash, cash equivalents, bank accounts
and  deposits,  prepaid  expenses,  and (ii)  accounts  receivable  of Seller in
litigation, in dispute, or where there is a low probability of collection.

         2. Purchase Price: The purchase price (the "Purchase Price") to be paid
by the Buyer to the  Seller  for the  Assets  shall be the sum of Seven  Hundred
Eighty-nine Thousand Nine Hundred ($789,900.00)  Dollars, and the purchase price
to be paid by the Buyer to Burton F. Abel for his Agreement Not To Compete shall
be the sum of Fifteen Thousand ($15,000.00) Dollars, to be paid as follows:

                  2.1 Upon the execution of this  Agreement,  Buyer shall make a
deposit of Seventy-five Thousand ($75,000.00) Dollars, to the Seller, toward the
purchase price to be held by Seller's attorney who shall account for the same at
the time of  Closing.  The  deposit  shall be held by  Seller's  attorney in his
attorney  escrow  account  and shall only be  disbursed  upon the joint  written
instructions of Seller and Buyer delivered to Seller's  attorney.  The amount of
Two Hundred  Thousand  ($200,000.00)  Dollars is to be paid to the Seller by the
delivery of Buyer's  subordinated  promissory  note (the "Note").  The principal
shall be payable in five (5) equal annual  installments  commencing on the first
anniversary of the Closing.  The Note will bear interest on the unpaid principal
balance outstanding  thereunder at the rate of five (5%) percent per annum, with
interest paid semiannually. Principal and interest, if not sooner paid, shall be
due and payable on the first day of the sixtieth  (60) month next  following the
date of  Closing.  The Note may be  prepaid  at any  time,  in whole or in part,



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<PAGE>
without penalty. The Note will be guaranteed by Moro Corporation, a Pennsylvania
corporation, doing business at The Woods, 994 Old Eagle School Road, Suite 1000,
Wayne,  Pennsylvania,  the  sole  shareholder  of  Buyer,  as  well  as  by  JAD
Associates, LLC, a Pennsylvania limited liability corporation, doing business at
The Woods, 994 Old Eagle School Road, Suite 1000, Wayne, Pennsylvania, purchaser
of 13 Logan Street, New Bedford, Massachusetts;

                  2.2 An amount equal to the  Inventory for which there is based
on historical  usage,  more than one (1) year supply on hand,  shall be credited
towards the Purchase Price.

                  2.3 An amount equal to all accounts  receivable  that are more
than ninety (90) days old and all retainage and the deposit held in escrow shall
be credited towards the Purchase Price.

                  2.4 The balance of the  Purchase  Price to the Seller shall be
paid in cash or by  certified,  cashiers,  treasurers  or bank check  drawn at a
Pennsylvania  financial  institution  which is  insured by the  Federal  Deposit
Insurance Corporation at the Closing (as that term is hereinafter defined) or by
wire transfer to Seller's bank account;

                  2.5 The payment to Abel for his covenant not to compete  shall
be paid in three (3) annual installments  commencing on the first anniversary of
the  Closing,  in cash or by check  drawn  at a  Pennsylvania  or  Massachusetts
financial  institution  which  is  insured  by  the  Federal  Deposit  Insurance
Corporation;

                  2.6 The  allocation of the Purchase  Price of the Assets being
purchased  from the Seller shall be as set forth on Exhibit "B" attached  hereto
and incorporated herein by reference:

                  2.7 The  Purchase  Price  shall  be  adjusted  on the  date of
Closing to reflect any increase or decrease in the Seller's accounts  receivable
and inventory from the value allocated to accounts  receivable and Inventory set
forth on Exhibit "B" attached hereto.

                  2.8 The purchase price shall be further adjusted on the day of
Closing  in the form of a credit to Buyer  for the  accounts  payable  and other
accrued  liabilities to be assumed by the Buyer.  Accounts payable will be based
on their book value at Closing  calculated in accordance with generally accepted
accounting  principals  (GAAP) and will  increase  or  decrease  over the amount
allocated to accounts payable as set forth in Exhibit "B" attached hereto.

                  2.9 Within  sixty (60) days after the  Closing,  Seller  shall
cause its  Accountants  to deliver a balance  sheet of Seller as of the  Closing
date and a  computation  of the  Purchase  Price as of such  date for  review by
Buyer's Accountants.  It is understood and agreed that the adjustments may be up
or down. The parties will, within thirty (30) days, agree on the calculations of
the final Purchase  Price and adjust the  difference  between the Final Purchase
Price and the  Estimated  Purchase  Price as follows:  a. If the Final  Purchase
Price is higher than the Estimated Purchase Price, the Buyer shall forthwith pay
said  difference in cash or by check to the Seller,  drawn at a Pennsylvania  or
Massachusetts  financial  institution  which is insured by the  Federal  Deposit
Insurance  Corporation;  or b. If the  Final  Purchase  Price is lower  than the

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<PAGE>

Estimated  Purchase Price,  the Seller shall forthwith credit the Buyer with the
difference as a payment by Buyer on the 90-day plus receivables and retainage to
be collected by Buyer from customers,  and if such shall be  insufficient,  then
the further  difference shall be deducted as a partial payment on the promissory
note (the  "Note")  referred to in Section  2.1.  and shall  deduct said partial
payment from the then payment of principal due on the Note.

         3.  Closing:  The sale and  transfer of the Assets by the Seller to the
Buyer will take place at the offices of Lurio &  Associates,  P.C.,  2005 Marhet
Street,  Philadelphia,  Pennsylvania  at 10:00 a.m. on April 1, 2004, or at such
other time and place as the parties may agree to in writing (the "Closing").  If
the  Closing  takes  place at a location  other than New  Bedford or  Dartmouth,
Massachusetts,  the Buyer and Seller agree that all executed documents necessary
to carry out the terms of this Agreement and which are due at the Closing,  will
be executed and delivered to the Attorney representing the other party who shall
hold the same in escrow  pending the Closing via telephone,  facsimile,  etc. as
agreed upon by the parties Attorneys. At the Closing the Seller shall deliver to
the Buyer the documents,  instruments,  certificates and agreements set forth in
Paragraph 8 hereof  including,  but not limited to, such bills of sale and other
sufficient  instruments of transfer and conveyance as shall be effective to vest
in the Buyer a good  marketable  title to the Assets and  business to be sold as
provided  in this  Agreement.  It is agreed  that time is of the essence of this
Agreement.  At the Closing,  the Assets shall be conveyed and delivered to Buyer
free and clear of all  liens,  security  interests,  claims,  pledges,  charges,
agreements, or any other adverse claims whatsoever.

         4. Representations and Warranties of the Seller: In order to induce the
Buyer to enter into this Agreement and in  consideration of the agreement by the
Buyer to pay the  Purchase  Price,  Seller  and  Abel,  jointly  and  severally,
warrants and represents that:

                  4.1 Seller is a corporation  duly organized,  validly existing
and in good standing under the laws of  Massachusetts  with full corporate power
and  authority to own its  properties  and to carry on its business as now owned
and carried on by it.

                  4.2 Seller has all requisite power and authority to enter into
this  Agreement  and  perform  the  obligations  to be  performed  by the Seller
hereunder.  This Agreement has been duly authorized,  executed and delivered and
constitutes the valid and binding obligation of the Seller.

                  4.3 Seller has filed all federal,  state and local tax returns
required  by law and has paid all  taxes,  assessments,  and  penalties  due any
payable.

                  4.4(a) Seller has good and marketable title to the Assets. All
of the Assets are free and clear of restrictions on or conditions to transfer or
assignment,   and  free  and  clear  of  mortgages,   liens,  pledges,  charges,
encumbrances or claims.

                  (b) To enable Seller to make  conveyance  as herein  provided,
the Seller  may, on the date of Closing,  use the  purchase  money or any potion
thereof  to  clear  the  title  to the  Assets  of any  or all  encumbrances  or
interests.

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<PAGE>

                  4.5 The Seller shall  deliver at the Closing such  instruments
and  documents  as are  necessary  to satisfy the  conditions  precedent  to the
obligations of the Buyer set forth in Paragraph 6 hereof.

                  4.6   There  is  no  suit,   action,   proceeding,   claim  or
investigation  pending before any court or any  governmental  or  administrative
agency or  department,  or to the  knowledge  of Seller  threatened  against  or
affecting  the Seller  which,  if adversely  determined,  might  materially  and
adversely affect the Assets; nor is there any judgment,  decree,  injunction, or
order of any  court,  governmental  or  administrative  department,  commission,
agency, instrumentality, or arbitrator outstanding against the Seller having any
such effect, or which insofar as can be foreseen, may have such effect.

                  4.7 The Seller has complied  with, and is not in violation of,
applicable  foreign,  federal,  state, or local  statutes,  laws and regulations
(including without limitation,  any applicable  building,  zoning, or other law,
ordinance,  of regulation or any occupational  safety and health laws) affecting
the Seller's Assets or the operation of the Seller's business.

                  4.8  From  and  after  the  date  of  the  execution  of  this
Agreement, Seller shall provide to Buyer and Buyer's accountants,  attorneys and
other  representatives  copies of agreed upon  financial  and tax records of the
Seller for the purpose of assisting in Buyer's pre-Closing due diligence.

                  4.9  Conflicts  with  Instruments.  Neither the  execution  or
delivery  of this  Agreement  by  Seller  or Abel,  or the  consummation  of the
transactions  contemplated  by  this  Agreement  by  Seller  or  Abel,  nor  the
compliance  with the terms of this  Agreement  by Seller or Abel will except for
consents  or  waivers  required  under  certain  agreements,  leases,  or  other
instruments  or  documents  which are  specifically  set forth in  Schedule  4.9
attached hereto,  violate,  conflict with or result in a breach of any provision
of, or constitute a default (or an event which,  with notice or lapse of time or
both,  would  constitute  a default)  under or result in the  termination,  give
others a right of termination,  acceleration  or cancellation  of, or accelerate
the  performance  required by, or result in the  creation of any lien,  security
interest,  charge or encumbrance upon any of the properties of Seller, or result
in being declared void,  voidable or without  further  binding effect any of the
terms,  conditions or provisions of any material  lease,  material  agreement or
other  material  instrument  or  commitment  or obligation to which Seller 'is a
party, or by which its properties may be bound or affected.

                  4.10. Financial Statements.  Seller has delivered to Buyer its
compiled financial  statements as of and for the years ended September 30, 2001,
September  30,  2002,  and  September  30,  2003,  and the  internally  prepared
financial  statements for the three months ended December 31, 2003, all of which
are attached hereto as Schedule 4.10 (the "Financial Statements"). The Financial
Statements  have been  prepared  from and are in  accordance  with the books and
records of Seller and present fairly the financial  position of Seller as of the
dates indicated,  and the results of operations for the periods  indicated,  and
are true and correct in all material  respects.  The Financial  Statements  have
been prepared in  conformity  with  generally  accepted  accounting  principles,
consistently  applied.  Except as set forth in Schedule 4.10 or in the Financial
Statements,  since December 31, 2003, Seller has not incurred any cost, expense,

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<PAGE>

obligation or liability,  whether  accrued,  absolute,  contingent or otherwise,
except  obligations  incurred  in the  ordinary  course of  business.  Except as
reflected on the  Financial  Statements  or the  Schedules  hereto and except as
incurred  in the  ordinary  course of  business,  Seller has no  liabilities  or
obligations of any kind, known or unknown, whether accrued, absolute, contingent
or otherwise.

                  4.11  Licenses  and  Trademarks.  Seller (i) has all  permits,
approvals,  authorizations,  consents, licenses,  certificates and registrations
which are material to the conduct of its business, all of which are valid and in
full force and effect in  accordance  with their  terms and all of which are set
forth in Schedule  4.11, and (ii) owns or possesses  adequate  rights to use all
trade names, trademarks, and copyrights and all technology,  processes, computer
programs,  know-how  and  formulae  which are  material  to the  conduct  of its
business and the use thereof does not violate or infringe upon the rights of any
other party.

                  4.12  Accounts  Receivables.   Seller's  accounts  receivables
reflected on the December  31, 2003 balance  sheet and all accounts  receivables
generated  thereafter  are bona  fide  receivables,  and were  generated  in the
ordinary course of business, are accurately dated and are collectible in full in
accordance  with  their  terms.  On or  prior  to the date  hereof,  Seller  has
delivered to Buyer an accurate and complete aging schedule of Seller's  accounts
receivables as of January 1, 2004,  which is attached  hereto as Schedule 4.12.,
and shall further  provide Buyer with a subsequent list of accurate and complete
schedule of accounts receivable as of Monday, March 29, 2004.

                  4.13.  Taxes and Tax Returns.  Seller has withheld  proper and
accurate amounts from its employees, compensation in substantial compliance with
all withholding and similar  provisions of the Internal Revenue Code of 1986, as
amended (the "Code"),  and any and all other applicable laws,  statutes,  codes,
ordinances,  rules  and  regulations.  Seller  has not  received  any  notice of
assessment or proposed  assessment by the Internal  Revenue Service or any other
taxing authority in connection with any tax returns and there are no pending tax
examinations  of or tax claims asserted  against Seller.  Complete copies of the
income tax returns of Seller for the three years ending  September  30, 2003, as
filed with the Internal Revenue Service ("IRS"), are attached hereto as Schedule
4.13.

                  4.14.   Agreements.   Except  for  this   Agreement   and  the
transactions,  instruments,  agreements,  and documents  contemplated under this
Agreement, and as listed in Schedule 4.14 or any other Schedule attached hereto,
Seller is not a party to any material  written or oral:  (a)  contract  with any
labor union;  (b) contract for the future purchase of fixed assets other than in
the  ordinary  course of  business;  (c)  contracts  for the future  purchase of
materials,  supplies or equipment other than in the ordinary course of business;
(d) contract for the  employment  of any officer,  individual  employee or other
person on a  full-time  basis or any  contract  with any person on a  consulting
basis; (e) bonus, pension,  profit-sharing,  retirement,  stock purchase,  stock
option,  hospitalization,   medical  insurance  or  similar  plan,  contract  or
understanding  in  effect  with  respect  to  employees  or any of  them  or the
employees of others;  (f)  agreement or indenture  relating to the  borrowing of
money or to the  mortgaging,  pledging  or  otherwise  placing  of a lien on any
Assets;  (g) guaranty of any  obligation  for borrowed  money or otherwise;  (h)
lease or  agreement  under which  Seller is lessee of or holds or  operates  any

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<PAGE>

property,  real or  personal,  owned by any other party;  (i) lease,  license or
other  agreement  under which Seller is lessor of, or permits any third party to
hold or operate any  property,  real or personal,  owned or controlled by it; or
(j) agreement or other  commitment for capital  expenditures in excess of normal
operating  requirements;  (each of the foregoing  being referred to collectively
herein as "Contracts").  All Contracts are valid and in full force and effect on
the date hereof,  and Seller has not breached any material.  provision of, or is
in default under any material provisions of, any Contract.

                  4.15. Absence of Changes. Except as bet forth in Schedule 4.15
and the  transactions  contemplated by this Agreement,  since December 31, 2003,
there has not been: (a) any material adverse change in the financial  condition,
results of  operations,  assets,  liabilities  or  business  of Seller;  (b) any
material  liability  or  obligation  of any  nature  whatsoever  (contingent  or
otherwise)  incurred by Seller,  other than current  liabilities  or obligations
incurred in the  ordinary  course of  business;  (c) any Asset made subject to a
lien of any kind;  (d) any waiver of any valuable and material  right of Seller,
or the  cancellation  of any  material  debt or claim  held by  Seller;  (e) any
mortgage,  pledge, sale, assignment or transfer of Assets except in the ordinary
course of business; (f) any damage,  destruction or loss (whether or not covered
by insurance) which  materially  adversely  affects or may materially  adversely
affect the  Assets;  or (g) any change in the  accounting  methods or  practices
followed by Seller.

                  4.16  Employee Benefit Plans.

                        (i) Except as set forth on  Schedule  4.16,  Seller does
not sponsor,  maintain,  administer or contribute  to: (i) any employee  pension
benefit  plan (as  defined in Section  3(2) of the  Employee  Retirement  Income
Security  Act of 1974  ("ERISA"))  (a  "Retirement  Plan")  , (ii)  any  plan or
arrangement  providing health  (medical,  dental or vision),  disability,  life,
accident,  legal. aid,  dependent care,  supplemental  unemployment or education
benefits;   any  plan  or  contract  providing  for  benefits  on  severance  or
termination of employment,  reduction of hours, change in employment category or
similar event; any program  providing for paid time off (including  holiday pay,
sick  leave,  vacation,  leave  of  absence,  disability);  any  fringe  benefit
(including  company cars) ; or any employee  welfare benefit plan (as defined in
Section  3(1) of ERISA) not  included in the  foregoing  categories  (a "Welfare
Plan"), and (iii) any contract,  policy or practice relating to employment;  any
contract,  policy or practice  providing  payments or benefits  upon a change in
control,  management  or  ownership;  any stock option,  stock  purchase,  stock
appreciation  or stock  ownership  plan;  any bonus,  performance  or  incentive
compensation plan; or any contract, policy or practice providing compensation or
benefits not included in the foregoing  categories or in subsections (i) or (ii)
above (a "Benefit Arrangement"). All Retirement Plans, Welfare Plans and Benefit
Arrangements  sponsored,  maintained,  administered  or,  contributed  to by the
Seller are hereinafter collectively referred to as "Employee Benefit Plans."

                        (ii) Seller has  delivered  or made  available  to Buyer
true, correct and complete copies,  including any and all amendments thereto, of
the following (to the extent  applicable) : (i) the Plan document and amendments
of the Plan  document  (or, if no written plan  document  exists,  a description
thereof),  (ii) the  current and all prior  Summary  Plan  Descriptions  and any
employee  communications  describing the terms or operations of the Plan,  (iii)
the three most recently filed Form 5500s including all schedules thereto and any

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<PAGE>

related accountant's  reports, (iv) the determination letters issued by the IRS,
(v) the three most recent actuarial valuations (in the case of a defined benefit
plan) or most recent allocation  reports (in the case of a defined  contribution
plan),  (vi) any  current or prior  collective  bargaining  agreements  or other
contracts  requiring  contributions to such Plan, and (vii) any current or prior
employee handbooks or policy manuals which refer to such Plan.

                        (iii)  Each  Employee  Benefit  Plan is,  and has at all
times been,  administered,  maintained and operated in compliance with its terms
and in compliance with the applicable  provisions of the Internal  Revenue Code,
ERISA and all other federal, state and local laws (and all rules and regulations
promulgated or proposed thereunder).

                        (iv)  Seller  has  performed  all  material  obligations
required  to be  performed  by it by the  terms of each  Employee  Benefit  Plan
(including,  but not limited to, filing all governmental returns or reports on a
timely  basis),  and all  contributions  or payments  deducted by Seller for tax
purposes were properly  deductible  in the year for which such  deductions  were
claimed. Seller has made no non-deductible  contributions (within the meaning of
Code Section 4972) to any Employee Benefit Plan.

                        (v) Each  Retirement  Plan  that is or was  intended  to
constitute a qualified plan under Section 401(a) of the Code is, and has at all.
times been, qualified,  in form and operation,  under Section 401(a) of the Code
and is the subject of a favorable determination letter from the IRS.

                  4.17.  Compensation  Arrangements.  Schedule  4.17  contains a
correct list setting  forth the names of all persons who are employed by Seller,
together  with  (i) a  statement  of the  current  rate of pay  (to  the  extent
ascertainable)  to or in respect of each such person for services rendered or to
be rendered in the current year and the basis  therefor,  (ii) an  indication of
the method by which each is compensated (e.g.  salary plus commission,  straight
commission,  draw  against  commission),  (iii)  their job  descriptions,  union
affiliation,  and a list of any employment or other agreements pursuant to which
such compensation was or is to be paid (copies of which have been made available
to  Seller),  and (iv) the names and titles of all  directors  and  officers  of
Seller.

                  4.18 Consents,  etc.  Except as described in Schedule 4.18, no
consent,  authorization,  order or approval of, or filing or registration  with,
any governmental commission,  board or other regulatory body or any other person
or entity is required  for or in  connection  with the  execution or delivery of
this  Agreement  by Seller  or the  consummation  by Seller of the  transactions
contemplated hereby.

                  4.19  Environmental  Laws.  Any and all permits,  licenses and
other  authorizations  which are required under federal,  state, local, or other
laws  relating to pollution or  protection of the  environment,  including  laws
relating  to  emissions,   discharges,   releases,  or  threatened  releases  of
pollutants, contaminants, or hazardous or toxic materials or wastes into ambient
air,  surface  water,  ground  water,  or land,  or  otherwise  relating  to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport,  or  handling  of  pollutants,  contaminants  or  hazardous  or toxic
materials  or wastes  ("Environmental  Laws")  have been  obtained  by Seller in

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respect of the business currently  conducted by it. Seller is in compliance with
all terms and conditions of the required permits, licenses and authorizations in
connection with the business  conducted by it, and is also  complying,  with all
other   limitations,    restrictions,   conditions,   standards,   prohibitions,
requirements,  obligations,  schedules and timetables contained in those laws or
contained in any regulation,  code, plan,  order,  decree,  judgment,  notice or
demand letter issued,  entered,  promulgated or approved thereunder.  There have
been  no  past  or  present  events,  conditions,   circumstances,   activities,
practices,  incidents,  actions or plans of Seller which would interfere with or
prevent  continued  compliance,  or which  may give  rise to any  common  law or
statutory  legal  liability or  obligation,  or otherwise  form the basis of any
claim, action, suit, proceeding,  hearing or investigation,  based on or related
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport,  or  handling,  or the  emission,  discharge,  release or  threatened
release into the  environment,  of any pollutant,  contaminant,  or hazardous or
toxic material or waste material.

                  4.20  Insurance.  Schedule 4.20 contains a true,  complete and
correct list of all  insurance  policies in force in which Seller is named as an
insured,  and for which Seller has paid any premium, and which insure any of the
Assets or the Premises, or cover any liabilities of the business, and states for
each  such  policy  the  name of the  insurer,  type  and  amount  of  coverage,
deductible  amounts, if any, expiration date and the annual premium amount. Such
policies  are in full  force and effect and all  premiums  with  respect to such
policies are currently paid.

                  4.21 Related Party Obligations.Except as set forth on Schedule
4.21,  Seller  has  no  obligation,   liability  or  commitment  (contingent  or
otherwise) to or from any past or present officer,  director,  or shareholder or
any party related to,  controlling,  controlled by or under common  control with
any of the foregoing.

         5. Representations  and  Warranties  of Buyer:  In order to induce  the
Seller to enter into this Agreement and in consideration of the agreement by the
Seller to sell the Assets, the Buyer represents and warrants to the Seller that:

                  5.1 The Buyer has the power and authority to execute,  deliver
and perform this Agreement and the other documents and instruments  contemplated
hereby.  The  execution,  delivery and  performance  of this  Agreement  and the
documents   contemplated   hereby  and  the  consummation  of  the  transactions
contemplated hereby and thereby have been duly authorized and approved by Buyer.
This Agreement,  and each of the other agreements,  documents and instruments to
be executed and  delivered by Buyer have been duly executed and delivered by and
constitute the valid and binding  obligation of Buyer enforceable  against Buyer
in accordance with their terms.

                  5.2 Neither the execution  and delivery of this  Agreement and
the other documents and instruments contemplated hereby, the consummation of the
transactions  contemplated  hereby  or  thereby,  nor  the  performance  of this
Agreement and such other  agreements in compliance with the terms and conditions
hereof and thereof will (i)  conflict  with or result in any breach of any trust
agreement, certificate of incorporation, bylaw, judgment, decree, order, statute
or  regulation  applicable  to  Buyer,  (ii)  require  any  consent,   approval,

                                       9
<PAGE>

authorization  or permit of, or filing with or notification to, any governmental
or regulatory authority, (iii) result in a breach of or default (or give rise to
any right of termination,  cancellation or acceleration)  under any law, rule or
regulation or any judgment, decree, order, governmental permit, license or order
or any of the terms, conditions or provisions of any mortgage,  indenture, note,
license,  agreement  or  other  instrument  to which  Buyer is a party,  or (iv)
violate  any  order,  writ,  injunction,  decree,  statute,  rule or  regulation
applicable to Buyer.

                  5.3 Neither the execution and performance of this Agreement or
the other agreements  executed by the Buyer in accordance with the terms hereof,
nor the consummation of the transactions  contemplated hereby and thereby,  will
violate  any  provisions  of law,  any  order of any  court or other  agency  or
government,  or any  ordinance,  indenture  or agreement to which the Buyer is a
party  which  would  materially  impair the Buyer's  ability to  consummate  the
transactions contemplated hereby.

         6. Conditions  Precedent to Obligations of the Buyer: The obligation of
the  Buyer to  purchase  and pay for the  Assets  and to  consummate  the  other
transactions  contemplated hereby is subject to the satisfaction,  or the waiver
of any or all thereof by the Buyer at the Closing, of the following.

                  6.1  The  representations,  warranties  and  covenants  of the
Seller and Abel  contained in this  Agreement  or  otherwise  made in writing in
connection  with the  transactions  contemplated by this Agreement shall be true
and correct in all  material  respects on and as of the date of Closing with the
same force and effect as though such  representations,  warranties and covenants
have been made on and as presentations,  warranties and covenants have been made
on and as of such date.

                  6.2  Receipt of Bill of Sale of all the assets  enumerated  in
Paragraph  1, which  said Bill of Sale shall  contain  the usual  covenants  and
warranties of title and which shall  transfer  title to such assets to the Buyer
free of encumbrances.

                  6.3 The Seller shall have  delivered  all of the  resolutions,
certificates, documents and instruments required by this Agreement.

                  6.4 At the time of the execution of this  Agreement,  Abel and
JAD Associates,  LLC, a Pennsylvania limited liability  corporation ("JAD"), and
an  affiliate  of Buyer,  shall  enter  into an  agreement  of sale for the real
property  owned by Abel located at 13 Logan Street,  New Bedford,  Massachusetts
("Premises").  The  Purchase  Price  for the  Premises  shall  be  Four  Hundred
Twenty-five  Thousand  ($425,000.00)  Dollars  cash,  and the Closing shall take
place on April 1, 2004 at 10:00  a.m.,  and at the same time of the  Closing for
this  Agreement  with  Car-Bon,  Inc. The  agreement of sale shall,  among other
things,  contain a  financing  contingency,  require a minimal  deposit  of Five
Thousand  ($5,000.00)  Dollars,  and shall set forth agreed upon representations
and warranties.

                  6.5 Seller and Abel shall have  performed  all  covenants  and
agreements to be performed by each of them on or before Closing  pursuant to the
terms of this Agreement.

                                       10
<PAGE>

                  6.6 The Buyer  shall be  satisfied  in all  respects  with the
results of its  pre-Closing  due  diligence  of the  business  and the  premises
conducted in  accordance  with  Paragraph 4.8 of this  Agreement,  including the
Phase I Report referred to in Paragraph 7.3 herewith.

                  6.7 Closing of the  Purchase  and Sale of the  Premises  shall
have concurrently occurred under the Agreement of Sale for the Premises.

         7. Conditions Precedent to Obligations of the Seller: The obligation of
the  Seller to  transfer  the Assets and to  consummate  the other  transactions
contemplated hereby is subject to the satisfaction,  or the waiver of any or all
thereof by the Buyer at the Closing, of the following:

                  7.1 The representations, warranties and covenants of the Buyer
contained in this Agreement or otherwise made in writing in connection  with the
transactions  contemplated  by this  Agreement  shall be true and correct in all
material  respects  on and as of the date of  Closing  with the same  force  and
effect as though such  representations,  warranties and covenants have been made
on and as of such date.

                  7.2 The Buyer shall have  performed  and  complied  with,  all
agreements  contained  herein  required to be performed  or complied  with by it
prior to or at the  date of  Closing,  and the  Buyer  shall  have  delivered  a
certificate to the Seller,  in form and substance  satisfactory to the Seller to
such effect.

                  7.3  Seller   shall  have   ordered   and  has   selected   an
environmental   engineering  firm  to  conduct  a  Phase  I  Environmental  Site
Assessment,  which  assessment is  satisfactory  to Buyer.  The Buyer and Seller
shall spilt the cost of the assessment.

                  7.4  Moro Corporation shall have executed the guaranty.

                  7.5 The Buyer shall have  delivered  the Purchase  Price,  the
Note,  and  all of the  resolutions,  certificates,  documents  and  instruments
required by this Agreement.

         8. Closing Documents.

                  8.1 At the  Closing,  the Seller will deliver to the Buyer the
following,  all documents in form and substance  reasonably  satisfactory to the
Buyer:

                        (a) A Bill of Sale duly executed by Seller  transferring
to  the  Buyer  the   Seller's   title  to  the  Assets   consistent   with  the
representations and warranties contained in Paragraph 3; and

                        (b) A  Certificate  of the Clerk or  Assistant  Clerk of
Seller with  respect to the  incumbency  of officers and votes to the elect that
Seller was duly and validly authorized to enter into this Agreement and execute,
and deliver  any and all  documents,  instruments  or  agreements  and to do and
perform any and all other things in furtherance of the transactions contemplated
hereby; and

                                       11
<PAGE>

                        (c) Letters of Good Standing  issued by the Secretary of
the  Commonwealth  of  Massachusetts  and a  letter  from  Seller's  Accountants
verifying  that all Tax Returns and  payments,  due prior to Closing,  have been
filed and paid.

                  8.2 At the  Closing,  the Buyer will deliver to the Seller the
following,  all documents in form and substance  reasonably  satisfactory to the
Seller and Seller's counsel:

                        (a) The Purchase Price as provided in Paragraph 2;

                        (b) The Note duly executed by Buyer; and

                        (c) The Guaranty executed by Moro Corporation.

                  8.3 At the  Closing,  Abel  shall  deliver  to the  Buyer  his
Agreement Not To Compete with the Buyer for a period of five (5) years following
the  Closing  and  within a one  hundred  (100)  mile  radius of the City of New
Bedford.  The  Non-Compete  Agreement shall provide that Buyer shall pay to Abel
the aggregate sum of Fifteen Thousand  ($15,000.00)  Dollars, to be paid to Abel
by the delivery of Buyer's Promissory Note (the "Note").  The principal shall be
payable  in  three  (3)  equal  annual  installments  commencing  on  the  first
anniversary of the Closing.  The Agreement Not To Compete shall also be executed
and  delivered by Seller.  The Note will bear  interest on the unpaid  principal
balance outstanding  thereunder at the rate of five (5%) percent per annum, with
interest paid semiannually. Principal and interest, if not sooner paid, shall be
due and payable on the first day of the  thirty-sixth  (36) month next following
the date of Closing.  The Note may be prepaid at any time,  in whole or in part,
without  penalty.  The Note will be  guaranteed  by Moro  Corporation,  the sole
stockholder of Buyer.  Abel shall also execute and deliver to Buyer a Consulting
Agreement  providing  that he shall act as a consultant to Buyer for a three (3)
month period  following  Closing at the rate of Sixty ($60.00) Dollars per hour.
During month one of the agreement,  Abel shall provide up to  seventy-five  (75)
hours of consulting services,  and during months two and three, he shall provide
up to thirty (30) hours of consulting services. The consulting services shall be
performed  at Seller's  place of business  unless the parties  agree that Abel's
duties can be performed at time other location.

         9. Conduct of Business:  Seller agrees that  throughout the period from
and including the execution of this Agreement  through and including the date of
Closing, it will:

                  9.1 Use its best efforts to conduct the Business substantially
in the manner in which the Business has previously been conducted.

                  9.2 Not take any action which is not in the ordinary course of
its  business,  except  insofar as that  action is taken to satisfy  the express
condition of this Agreement.

                  9.3 Use its best efforts to preserve its business organization
intact, to preserve the Seller's present relationships with suppliers,  customer
and others having business relationships with the Seller.


                                       12
<PAGE>

                  9.4 Not take any  action  or fail to take any  action,  as the
case may be, the result of which  would be to prevent  Seller  from  selling the
Assets to Buyer or otherwise  prevent  Seller from  performing  its  obligations
under this Agreement or any of the other documents and agreements,  which may be
necessary to effectuate the purposes of this Agreement.

                  9.5 Abel shall not transfer,  assign,  encumber,  hypothecate,
sell, or transfer any interest whatsoever in any of the capital stock of Seller,
or in or to the Premises.

         10.  Adjustments:  All costs for personal  property taxes,  etc. to the
date of the Closing which may constitute a lien upon the Assets,  as applicable,
or any other accruals assumed by Buyer,  including,  but not limited to vacation
pay and profit sharing contributions, shall be apportioned as of the date of the
Closing. All personal property taxes shall be apportioned, the Seller paying pro
rata from July 1, 2003 to the date of Closing  with the Buyer paying or assuming
the balance of said taxes.

         11. Risk of Loss:  Seller  shall bear the risk of all loss or damage to
the Assets from all causes until the Closing. Seller shall keep and maintain the
Assets  insured,  at its  expense,  against  fire or other  casualty in the same
amount as they are presently insured.

         12.   Termination:   Anything  herein  or  elsewhere  to  the  contrary
notwithstanding, this Agreement may be terminated (i) by Buyer if the conditions
set forth in Section 6 hereof shall not have been  complied with or performed in
all material respects and such  noncompliance or  nonperformance  shall not have
been cured or  eliminated  (or by its nature cannot be cured or  eliminated)  by
Seller or Abel on or before 5:00 p.m. on April 6, 2004, provided,  however, that
such date shall in no event be earlier than five (5) days after Buyer's  receipt
of the Phase I Report  referred  to in  Section  7.3.;  or (ii) by Seller if the
conditions set forth in Section 7 hereof shall not have been cured or eliminated
(or by its nature cannot be cured or  eliminated) by Buyer on or before April 6,
2004; or (iii) by Buyer if any time prior to the  consummation  of Closing if it
is not reasonably satisfied with its due diligence  investigation of the Assets,
or the business of Seller, or the Assets, or to the Premises,  at any time after
the date hereof. It is understood and agreed that (i) any such termination shall
not in  and of  itself  be a  breach  of  this  Agreement,  and  (ii)  any  such
termination  shall not limit,  extinguish or modify any claim or cause of action
which may otherwise exist for a breach of any covenant, warranty, representation
or obligation contained herein.

         13. Use of Name: After the Closing,  except for purposes of wrapping-up
business  affairs,  the Seller shall not use the name "Whaling City Iron" or any
name containing "Whaling".

         14.  Brokerage:  Neither party to this Agreement has had any contact or
any  communication  in connection  with the subject  matter of this  transaction
through any broker or other  person who can claim a right to a  commission  or a
finder's fee as a procuring cause of the sale contemplated  herein. In the event
that any broker or finder  perfects a claim for a  commission  or  finder's  fee
based upon such contract, dealings or communication,  the party against whom the
broker or finder makes his claim shall be responsible for such commission or fee
and all cost and expenses (including  reasonable attorneys fees) incurred by the
other party in defending against the same.


                                       13
<PAGE>

         15. Buyer's Default:  In the event that all Conditions  Precedent shall
have been satisfied or waived and the Agreement shall not have been  terminated,
and Buyer shall default in its obligation to purchase the Assets hereunder,  the
Seller  shall  have the right to retain  the  Deposit,  such right to be without
prejudice to the right of Seller to require specific  performance and payment of
other or further  damages,  or to pursue any remedy,  legal or equitable,  which
shall accrue by reason of such default.

         16. Seller's Default:  In the event that all Condition  Precedent shall
have been satisfied or waived and the Agreement shall not have been  terminated,
and Seller shall default in the performance of this Agreement, the Deposit shall
be  promptly  returned  to  Buyer,  and Buyer may  pursue  any and all  remedies
available  to it at law or in equity,  including  but not  limited  to  specific
performance.

         17. Further  Assurances:  Seller agrees that it shall,  at any time and
from time to time after the date  hereof,  upon request of Buyer,  do,  execute,
acknowledge and deliver to Buyer all such further acts, assignments,  transfers,
conveyances, powers of attorney and assurances as may be required for the better
assigning, transferring,  granting, conveying, assuring and confirming to Buyer,
and its  successors  and  assigns,  title to the  Assets,  or for the aiding and
assisting in collection or reducing to possession any or all of the Assets.

         18. Notices: All notices,  requests,  consents and other communications
hereunder  shall be in writing,  shall be  addressed  to the  receiving  party's
addresses  set forth below or to such other  address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission,  (iii) sent by recognized overnight courier,
or (iv) sent by registered or certified mail, return receipt requested,  postage
prepaid.

         If to Buyer:                      J.M. Ahle Co., Inc.
                                           The Woods
                                           994 Old Eagle School Road, Suite 1000
                                           Wayne, Pennsylvania 19087

         With a copy to:                   Douglas M. Lurio, Esquire
                                           Suite 2340, 2005 Market Street
                                           Philadelphia, PA  19103

         If to Seller:                     Car-Bon, Inc.
                                           13 Logan Street
                                           New Bedford, MA 02740

         With a copy to:                   Walter P. Kalisz, Jr., Esquire
                                           88 Faunce Corner Road
                                           Dartmouth, MA  02747

         If to Burton F. Abel:             627 High Street
                                           Westwood, MA  02090

                                       14
<PAGE>

         With a copy to:                    Walter P. Kalisz, Jr., Esquire
                                            88 Faunce Corner Road
                                            Dartmouth, MA  02747

         All  notices,  requests,  consents and other  communications  hereunder
shall  be  deemed  to have  been  received  (i) if by  hand,  at the time of the
delivery  thereof to the receiving  party at the address of such party set forth
above, (ii) if made by telex,  telecopy or facsimile  transmission,  at the time
that  receipt  thereof  has been  acknowledged  by  electronic  confirmation  or
otherwise,  (iii)  if  sent by  overnight  courier,  on the  next  business  day
following  the day such notice is delivered to the courier  service,  or (iv) if
sent by  registered or certified  mail, on the fifth  business day following the
day such mailing is made.

         19. Construction of Agreement:  This Agreement has been executed in one
or more  counterparts,  each of  which  shall be  deemed  to be  original.  This
Agreement  shall he binding upon and inure to the benefit of the parties  hereto
and their respective heirs, administrators,  executors, successors, and assigns,
provided, however, no party to this Agreement may assign any of its rights under
this Agreement  without the prior written  consent of all other parties  hereto.
This  Agreement  may not be amended or  modified  except  pursuant  to a written
instrument executed by both Buyer and Seller. This Agreement contains the entire
agreement  between the parties with respect to the subject  matter hereof and is
subject to no other  understandings,  conditions or agreements  other than those
expressly stated herein.  The parties further agree that this Agreement shall be
governed by and construed in  accordance  with the laws of the  Commonwealth  of
Massachusetts.

         20.   Indemnification.

                  A. From and after the date  hereof,  Seller and Abel,  jointly
and severally,  agrees to indemnify against, and to protect, save and keep Buyer
and its officers, directors, shareholders, agents, employees, and affiliates and
their  successors  and assigns  (jointly and severally,  an "Seller  Indemnified
Party")  harmless from, and to assume liability for, payment of all liabilities,
obligations,  losses,  damages,  penalties,  interest,  claims,  actions, suits,
judgments, settlements, charges, out-of-pocket costs, expenses and disbursements
(including reasonable costs of investigation,  and reasonable fees of attorneys,
accountants  and expert  witnesses)  of  whatsoever  kind and nature that may be
imposed on or incurred by a Seller  Indemnified  Party as a consequence of or in
connection  with  any  claims,  suits,  demands,  threats,  causes  of  actions,
obligations, debts, liability, or damages whatsoever, (i) arising or incurred by
Seller prior to or after the Closing unless Buyer has assumed such obligation or
liability  in this  Agreement,  or (ii) arising in whole or in part by reason of
the performance or  non-performance of the terms of this Agreement or any breach
of  any  representation,   warranty,  or  covenant  in  this  Agreement  or  any
certificate or document furnished pursuant hereto by Seller or Abel, or (iii) by
reason of or the result of the operation by any person or entity of the business
of Seller prior to the Closing unless assumed by Buyer,  or (iv) by reason of or
the result of any asserted or actual  violation  by Seller of any  Environmental
Law with respect to facts or circumstances  existing as of Closing in connection
with the business of Seller or the Assets, or in connection with the Premises.

                                       15
<PAGE>

                  B. From and after the date  hereof,  Buyer agrees to indemnify
against,  and to  protect,  save and keep  Seller,  Abel,  and  their  officers,
directors,  shareholders, agents, employees, and affiliates and their successors
and assigns(jointly  and severally,  a "Buyer Indemnified Party") harmless from,
and to assume liability for, payment of all  liabilities,  obligations,  losses,
damages,  penalties,  interest, claims, actions, suits, judgments,  settlements,
charges,  out-of-pocket costs, expenses and disbursements  (including reasonable
costs of investigation, and reasonable fees of attorneys, accountants and expert
witnesses) of whatsoever kind and nature that may be imposed on or incurred by a
Seller  Indemnified  Party as a consequence of or in connection with any claims,
suits, demands,  threats, causes of actions,  obligations,  debts, liability, or
damages  whatsoever,  (i) arising or incurred by a Buyer indemnified Party prior
to or after the Closing  solely to the extent,  if any, that Buyer has expressly
assumed such obligation or liability in this Agreement, or (ii) arising in whole
or in part by reason of the performance or  non-performance of the terms of this
Agreement  or any breach of any  representation,  warranty,  or covenant in this
Agreement or any certificate or document  furnished pursuant hereto by Buyer, or
(iii) any liability arising from events or circumstances  relating to the Assets
arising  from and after the date of Closing or the  conduct of the  Business  by
Buyer from and after the date of Closing.

         21. Buyer's Acknowledgement: Notwithstanding anything contained in this
Agreement to the contrary or which might be  construed  to the  contrary,  Buyer
acknowledges and agrees that (i) the Assets shall be sold to Buyer "AS IS", (ii)
Buyer has been and is being  given full and ample  opportunity  to  inspect  the
Assets,  including without limitation,  the inventories and accounts receivable,
as well as accounts  payable of the Seller and is, or prior to the Closing  will
be,  satisfied  with the condition of the Assets and the Business,  (iii) Seller
shall have no  responsibility  whatsoever for any failure by Buyer to have taken
full advantage of such opportunity,  (iv) Buyer has not been influenced to enter
into this transaction nor is Buyer relying upon any representations,  warranties
or other statements, whether verbal or in writing, and whether made by Seller or
any person acting or purporting to act on Seller's  behalf,  in connection  with
the Assets  and/or the Business  and the  transactions  contemplated  hereunder,
except as provided in this  Agreement,  and (v) Buyer further  acknowledges  and
agrees that Buyer is relying  solely  upon its own  independent  inspection  and
examination of the Assets, valuation and condition of the inventories, and other
related economic matters.  Notwithstanding anything set forth in this Section to
the contrary,  nothing in this Section should affect, limit or modify any of the
representations or warranties of Seller or Abel set forth in this Agreement,  or
any indemnification obligations set forth in Section 20.A. hereof.

         22. Seller's Liabilities:  Except for the agreed upon accounts payable,
assumed by Buyer and reflected as part of the Purchase  Price,  Buyer shall not,
by  reason  of this  Agreement  or for any  other  reason,  be  liable or assume
liability for any of Seller's  indebtedness,  obligations or liabilities whether
secured or  unsecured,  known or  unknown,  direct or  indirect,  liquidated  or
unliquidated,  choate or inchoate of whatever kind or nature,  including without
limitation, any indebtedness, obligations or liabilities (i) relating to federal
and state income taxes,  including those resulting from this  transaction,  (ii)
liability for allowances to customers,  vendors or suppliers,  (iii) relating to
any other  accounts  payable  of  Seller  and (iv) to its  employees;  provided,
however,  Seller shall have no  responsibility  for (i) vacation,  or other paid
days off of its employees which are taken after the Closing,  provided, that any

                                       16
<PAGE>

liability for accrued vacation pay as of the date of Closing shall be accrued as
a credit against the purchase price, or (ii) any claims for health plan or other
fringe benefits arising subsequent to the Closing.

         23.  Expenses:  Each of the parties  hereto  shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection  with this  Agreement and the  transactions
contemplated  hereby  whether or not the  transactions  contemplated  hereby are
consummated.

         24.  Survival of  Representations  and  Warranties,  and Remedies:  All
representations and warranties contained in this Agreement shall (a) survive the
Closing and any  investigation at any time made by or on behalf of any party and
(b)  shall  expire  on the date  two (2)  years  following  the  Closing.  If an
indemnified  party  delivers to an  indemnifying  party before  expiration  or a
representation  or  warranty,  either a claim notice based upon a breach of such
representation or warranty,  or a notice that, as a result of a legal proceeding
instituted  by or written  claim  made by a third  party,  the party  reasonably
expects  to incur  Damages  as a result  of a breach of such  representation  or
warranty,  then such  representation or warranty shall continue to survive,  but
only for the purposes of the matter(s) specified in such notice, beyond the date
which is two (2)  years  following  the  Closing  until  the  resolution  of the
matter(s)  covered  by such  notice,  provided  that such  notice  specifies  in
reasonable detail each alleged breach of representation or warranty.

         25.  Health  Insurance  Arrangement:  Burton F. Abel, at his option and
cost,  will be included in the Group Health  Insurance  Plan for "New  Whaling",
provided his inclusion is allowed by the insurance carrier.

         26. Publicity:  At any time prior to the Closing,  no party shall issue
any press  release or otherwise  make any public  statement  with respect to the
execution of, or the  transactions  contemplated  by this Agreement  without the
prior  consent  of the  other  party,  except  as may be  required  by law or in
connection with Buyer's obtaining financing.

         27.  Confidentiality:  Each  party  acknowledges  and  agrees  that any
information or data it has acquired from the other party, not otherwise properly
in the public domain,  was received in confidence.  Each party hereto agrees not
to divulge,  communicate or disclose except as may be required by law or for the
performance of this Agreement  (including obtaining financing and conducting due
diligence),  or use to the detriment of the disclosing  party or for the benefit
of any  other  person  or  persons,  or  misuse  in any  way,  any  confidential
information  of the  disclosing  party  concerning  the subject  matter  hereof,
including  any  trade  or  business  secrets  of the  disclosing  party  and any
technical or business  materials that are treated,  by the  disclosing  party as
confidential or proprietary,  including without limitation  information (whether
in  written,  oral  or  machine-readable  form)  concerning:   general  business
operations;  methods of doing business, servicing clients, client relations, and
of pricing  and  charges  for  services  and  products;  financial  information,
including  costs,  profits  and  sales;  marketing  strategies;  business  forms
developed  by or for  the  disclosing  party,  names  of  suppliers,  personnel,
customers,  clients  and  potential  clients;  negotiations  or  other  business
contacts with suppliers,  personnel,  customers,  clients and potential clients;
form and  content of bids,  proposals  and  contracts:  the  disclosing  party's
internal  reporting  methods;  technical and business  data,  documentation  and
drawings;   software  programs,   however  embodied;   manufacturing  processes;
inventions;  diagnostic techniques;  and information obtained by or given to the

                                       17
<PAGE>

disclosing  party  about or  belonging  to  third  parties.  If the  transaction
contemplated by this Agreement is not consummated, then each party will promptly
return all information or data received from the other party including,  without
limitation,  all  memoranda,   notes,  records,  reports,  schedules  and  other
documents  (and all  copies  thereof)  relating  to that  party's  business  and
finances  which  were  obtained  by the other  party  during  the course of said
party's  review and due  diligence.  If Closing  occurs,  the provisions of this
Section  shall not apply to Buyer but shall  nevertheless  continue  to apply to
Seller and Abel.

         28.  Noninterference:  For a period of two (2) years  after the date of
Closing,  neither  Seller  nor Burton F. Abel  shall,  directly  or  indirectly,
without the express written consent of Buyer (i) solicit or encourage any former
employee of Seller to leave the  employment  of Buyer,  or hire any  employee of
Buyer or (ii)  encourage any  consultant or  independent  contractor to cease to
work for Buyer.

         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument on the 23 day of March, 2004.


Witnessed By:                             CAR-BON, INC.



/S/ Illegible                          By /S/ Burton F. Abel, President
------------------------------            -----------------------------
                                          Burton F. Abel, President



/S/ Illegible                             /S/ Burton F. Abel
------------------------------            ------------------
                                          Burton F. Abel


                                          J.M.   AHLE   CO., INC.



/S/ Illegible                          By:/S/ David W. Menard
------------------------------             -------------------
                                          David W. Menard, Chairman




                                       18
<PAGE>












                                   Exhibit "A"

<TABLE>
<CAPTION>

Item # and Description                                             OLV            Agreed Value
----------------------                                             ---            ------------

<S> <C>                                                         <C>                <C>
1.   110 steel bar racks and 8 steel sheet racks                 5,000.00            6,500.00
2.   Magnetic drill (2)                                          1,500.00            2,200.00
3.   Gensco Alligator Shear, m/n 5241                            4,000.00            5,000.00
4.   HEM vertical saw, m/n VIOULMZ, 541597                       7,500.00            9,000.00
     (purchased 1997)
5.   Gensco straight line bender, m/n 555                        1,500.00            3,000.00
     (purchased 1999)
6.   Paddington bender #11                                       3,500.00            4,000.00
7.   Steel racks                                                10,000.00           25,000.00
     350 - FAB bar  racks  with  keyway
     6 - 10 tier  sheet  racks
     6 - 4 tier
     structural racks
8.   1996 Nissan 4 - ton forklift, m/n BGF03-AYOU,               9,500.00           12,000.00
     920453
9.   1982 4 - ton forklift, m/n P8000, 261                       4,500.00            6,000.00
10.  1996 Ford diesel with bed, m/n LN8000,                     11,500.00           14,000.00
     320,000 miles
11.  1995 Ford diesel with bed, m/n CF7000,                     10,000.00           12,000.00
     120,200 miles
12.  1999 Sterling diesel with bed, m/n L7501,                  28,500.00           28,500.00
     143,514 miles
13.  Straight line burning machine                                 500.00            2,200.00
14.  Friction saws (2)                                             300.00              500.00
15.  Office equipment including:  computer, fax machine,         3,500.00            5,000.00
      copy machine, desks, file cabinets, drafting table


</TABLE>




                                       19
<PAGE>

                                  Exhibit "B"
                                   -----------
<TABLE>
<CAPTION>

                          ALLOCATION OF PURCHASE PRICE
                          ----------------------------
        <S>                                                                    <C>

         1. The  purchase  price of the property to be conveyed as described in the Purchase and
    Sale Agreement is Seven Hundred Eighty-nine Thousand Nine Hundred ($789,900.00) Dollars.

         2.  The allocation of the purchase price is as follows:

         a.  Accounts Receivable (as of 1/23/04) To be adjusted and              $ 270,000.00
              estimated as of the Closing and to be finalized pursuant
              to the Closing Balance Sheet.

         b. The Inventory and supplies (as of 1/23/04) To be adjusted and          175,000.00
             estimated as of the Closing and to be finalized pursuant
             to the Closing Balance Sheet.

         c.  The Machinery and Equipment and Office Equipment listed in
             Schedule "A" of the Asset Purchase Agreement (fixed assets)           134,900.00

         d. Goodwill and other intangibles, the telephone number, logos and        210,000.00
             service marks, use of name "Whaling City Iron" and the customer
             and vendor lists

         TOTAL:                                                                  $ 789,900.00
         -----

         e. Accounts Payable (as of 1/23/04)  Accounts payable shall reflect any  (173,000.00)
            and all  liabilities to be assumed by Buyer and all such liabilities
            shall be pro-rated as of the date of Closing

         f.  Burton F. Abel's Covenant Not to Compete                               15,000.00


</TABLE>




                                               20
<PAGE>






                                                   Schedule 4.9
                                                   ------------

         None























                                               21
<PAGE>





                                                   Schedule 4.10
                                                   -------------


         Previously submitted to Buyer.








































                                               22
<PAGE>



                                                   Schedule 4.11
                                                   -------------

         None
























                                               23
<PAGE>

































                                                   Schedule 4.12
                                                   -------------

         Buyer  acknowledges  receipt of the complete aging schedule of Seller's
         accounts  receivable  as of December  31,  2003.  Seller  will  further
         provide Buyer an updated list of the same as of Monday, March 29, 2004












                                               24
<PAGE>





































                                                   Schedule 4.13
                                                   -------------

         Previously submitted to Buyer.










                                               25
<PAGE>











































                                                   Schedule 4.14
                                                   -------------

         Profit-sharing Plan has been submitted to Buyer.

         Medical and Hospitalization Plan has been submitted to Buyer.









                                               26
<PAGE>

































                                                   Schedule 4.15
                                                   -------------

         None







                                               27
<PAGE>





































                                                   Schedule 4.16
                                                   -------------

         See schedule 4.14.












                                               28
<PAGE>


<TABLE>
<CAPTION>


                                                              Schedule 4.17
                                                              -------------

              Name           Rate of Pay             Method   Job Description          .
         -------------------------------------------------------------------------------

        <S>                 <C>                     <C>               <C>
         Burt Abel, Sr.      $110,000.00+            Salary            President
         Burt Abel, Jr.      $50,000.00+             Salary            Vice President Sales
         Thomas Richardo     $48,000.00+             Salary            General Manager
         Robert Hart         $16.00/hour             Hourly            Warehouse Forman
         Louise Sharkey      $31,700.00              Salary            Office Manager
         Douglas Schultz     $31,900.00              Salary            Inside Sales and Purchasing
         Robert Gonsalves    $10.00/hour Hourly      Warehouse Person
         Ronald Ponte        $11.50/hour Hourly      Driver
         Shawn Monteiro      $10.00/hour Hourly      Warehouse Person










         Names and titles of of all directors and officers of Car-Bon, Inc. d/b/a Whaling City Iron
         ------------------------------------------------------------------------------------------

         Burton F. Abel                                       President and Director
         Ana A. LeBlanc                                       Treasurer
         Burton F. Abel, Jr.                                  Clerk






</TABLE>






                                               29
<PAGE>








                                                              Schedule 4.18
                                                              -------------


         None











                                               30
<PAGE>































                                                              Schedule 4.19
                                                              -------------


         None




                                               31
<PAGE>








































                                                   Schedule 4.20
                                                   -------------


         All  existing  insurance  policies  in which the  Seller is named as an
insured have been submitted to Buyer.


















                                               32
<PAGE>
























                                                   Schedule 4.21
                                                   -------------


         None


                                               33