<PAGE>   1
                                                                    Exhibit 10.1
                            ASSET PURCHASE AGREEMENT

                              DATED MARCH 29, 2001

                                  BY AND AMONG

             GROS-ITE ENGINEERED COMPONENTS DIVISION OF TOMZ, INC.,

                                TOMZ CORPORATION,

                            GROS-ITE INDUSTRIES, INC.

                                       AND

                          EDAC TECHNOLOGIES CORPORATION


<PAGE>   2



                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

1.1      Defined Terms

1.2      Usage of Terms

1.3      References to Articles, Sections, Exhibits and Schedules

                                   ARTICLE II
           PURCHASE AND SALE OF ASSETS OF SELLER AND LEASE OF PREMISES

2.1      Transfer of Purchased Assets; Assumption of Assumed Liabilities

2.2      Purchase of Finished Goods Inventory

2.3      Purchase of Work In Process Inventory

2.4      Purchase of Tangible Personal Property

2.5      Purchase of Name

2.6      Assumed Contracts

2.7      Non-Assumption of Liabilities

2.8      Consents

2.9      Delivery of Purchased Assets

2.10     Limitation on Assumption of Warranty Obligations By Buyer and Seller

2.11     Lease of Premises

2.12     Seller's Storage at Premises

2.13     Noncompetition Agreement

2.14     INTENTIONALLY OMITTED

2.15     Delivery of Voting Agreement; Irrevocable Proxies


                                  ARTICLE III
                           PURCHASE PRICE AND PAYMENT

3.1      Purchase Price

3.2      Post-Closing Adjustment

3.3      Allocation of Purchase Price

3.4      Payment of Purchase Price

3.5      Closing Adjustments

3.6      Taxes

3.7      Guaranty by TOMZ Corporation

3.8      Collateral

3.9      Pledge of Securities

3.10     Offset



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                                   ARTICLE IV
                                     CLOSING

4.1      Closing

4.2      Conveyances at Closing

                                    ARTICLE V
               REPRESENTATIONS AND WARRANTIES OF EDAC AND GROS-ITE

5.1      EDAC's and Gros-ite's Representations

                                   ARTICLE VI
          REPRESENTATIONS AND WARRANTIES OF BUYER AND TOMZ CORPORATION

6.1      Buyer and TOMZ Corporation's Representations

                                  ARTICLE VII
           COVENANTS AND CONDUCT OF THE PARTIES PRIOR TO OR ON CLOSING

7.1      Pre-closing Covenants

7.2      Right of Entry

7.3      Conduct of Business

7.4      Lien Releases and Tax Clearance

                                  ARTICLE VIII
               COVENANTS AND CONDUCT OF THE PARTIES AFTER CLOSING

8.1      Survival and Indemnifications

8.2      Access to Retained Customer Records

8.3      Buyer's Defects

8.4      Covenant Not to Use Name


                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      Expenses; Agreements Not to Market Assets

9.2      Casualty

9.3      Right of Termination and Procedure for Default

9.4      Further Assurances

9.5      Notices

9.6      Public Statements

9.7      Choice of Law

9.8      Titles



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9.9      Waiver

9.10     Effective; Binding

9.11     Entire Agreement

9.12     Modification

9.13     Counterpart

9.14     Consent to Jurisdiction

9.15     Confidential Information

9.16     Successors and Assigns

9.17     Arbitration Procedure




                                      -4-
<PAGE>   5

                                    SCHEDULES

<TABLE>
<CAPTION>
Schedules         Description
---------         -----------
<C>               <S>
1.1               Assumed Contracts
1.1(ll)(7)        Computer Software
2.1(a)            Permitted Encumbrances
2.4               Tangible Personal Property
3.2               Cost Accounting Method
3.3               Allocation of Purchase Price
5.1(a)            Tradenames
5.1(b)            Form of Seller's Resolutions
5.1(c)            Resulting Defaults
5.1(d)            Consents and Approvals
5.1(e)            Litigation
5.1(g)            Tax Matters
5.1(h)            Title Matters
5.1(i)            Real Property
5.1(j)            Location of Tangible Personal Property
5.1(k)            Options
5.1(l)            Terminations
5.1(o)            Patents/Trademarks
5.1(q)            Warranties
5.1(r)            Creditors
5.1(v)            Vendors/Customers
5.1(w)            Contracts
5.1(x)            Employee Benefit Plans
5.1(y)            Changes/Disputes
5.1(aa)           Noncompliance
5.1(bb)           Licenses/Permits/Certifications
5.1(cc)           Employee Data
5.1(dd)           Payments
5.1(ee)           Affiliated Transactions
5.1(hh)           Seller's Insurance
5.1(ii)           Environmental/Health/Safety Matters
6.1(b)            Form of Buyer's and TOMZ Corporation's Resolutions
</TABLE>



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<PAGE>   6
                                    EXHIBITS

<TABLE>
<CAPTION>
Exhibit           Description
-------           -----------
<C>               <S>
A                 Lease of 1790 New Britain Avenue, Farmington, Connecticut
B                 Assignment of Peter Stanley Realty Company Lease of property
                  at 1838 New Britain Avenue, Farmington, Connecticut
C                 Noncompetition Agreement
D                 INTENTIONALLY OMITTED
E                 Guaranty Agreement of TOMZ Corporation
F                 Pledge Agreement of Zbigniew Matulaniec
G                 Warranty Bill of Sale
H                 Assignment Agreement
I                 Consent to Assignment
J                 Non-disturbance Agreements with Fleet Bank and Farmington
                  Savings Bank
K                 Closing Certificate
L                 Seller's Counsel's Opinion
M                 Buyer's Counsel's Opinion
</TABLE>





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                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT ("Agreement") is by and between GROS-ITE
ENGINEERED COMPONENTS DIVISION OF TOMZ, INC., a Connecticut corporation with its
principal place of business at 47 Episcopal Road, Berlin, Connecticut 06037
("Buyer"), TOMZ CORPORATION, a Connecticut corporation with its principal place
of business at 47 Episcopal Road, Berlin, Connecticut 06037 ("TOMZ
Corporation"), EDAC TECHNOLOGIES CORPORATION, a publicly-held Wisconsin
corporation with its principal place of business at 1806 New Britain Avenue,
Farmington, Connecticut 06032 ("EDAC") and GROS-ITE INDUSTRIES, INC., a
Connecticut corporation with its principal place of business at 1806 New Britain
Avenue, Farmington, Connecticut ("Gros-ite") (EDAC and Gros-ite collectively,
"Seller").

                               STATEMENT OF FACTS

     A. Seller is the owner and operator of, inter alia, a manufacturing
business known as "Gros-ite Engineered Components Division", which business is
located in Farmington, Connecticut ("Business").

     B. Buyer desires to purchase from Seller and Seller desires to sell to
Buyer certain assets and contract rights relating to the Business upon the terms
and conditions contained in this Agreement.

     C. In connection with the foregoing, Seller and Buyer desire to enter into
a lease for the premises located at 1790 New Britain Avenue, Farmington,
Connecticut.

     In consideration of the foregoing premises, the mutual covenants and
agreements contained in this Agreement, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, Buyer and Seller agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.1 Defined Terms. As used in this Agreement, the terms below shall
have the following meanings:

     (a)  "Closing Payment" shall mean the prepayment of One Million Seven
          Hundred Fifty-Five Thousand Four Hundred Ninety-One Dollars
          ($1,755,491) made by Buyer to Seller pursuant to Section 3.4(b)(1).

     (b)  "Affiliate" shall mean, as to any Person, any other Person which
          directly or indirectly controls, or is under common control with, or
          is controlled by, such Person. As used in this definition, "control"
          (including, with its correlative meanings, "controlled by" and "under
          common control with") shall mean possession, directly or indirectly,
          of power to direct or cause the direction of




                                      -7-
<PAGE>   8

          management or policies (whether through ownership of securities or
          partnership or other ownership interest, by contract or otherwise).

     (c)  "Agreement" shall mean, unless the context otherwise requires, this
          Asset Purchase Agreement together with the Schedules and Exhibits
          attached hereto and the certificates and instruments to be executed
          and delivered in connection herewith.

     (d)  "Assumed Contracts" shall mean the Contracts identified on Schedule
          1.1, which shall be assumed in writing by Buyer on the Closing Date.

     (e)  "Assumed Liabilities" shall mean those liabilities of Seller
          specifically assumed by Buyer in this Agreement.

     (f)  "Business" shall mean the business conducted by Seller through its
          Gros-ite Engineered Components Division, and shall not include any
          other business operations of Seller.

     (g)  "Business Employees" shall mean those employees of Seller working in
          the Business.

     (h)  "Claims Period" shall mean the period beginning on the date of this
          Agreement and ending on the second anniversary of the Closing Date
          except: (1) with respect to warranty work and Pratt & Whitney rework
          matters as to which the Claims Period shall end on the third
          anniversary of the Closing Date; (2) with respect to tax matters as to
          which the Claims Period shall end on the sixth anniversary of the
          Closing Date; and (3) with respect to Seller's and Buyer's covenant
          set forth in Section 8.4, as to which the claims period shall survive
          indefinitely.

     (i)  "Closing Date" is defined in Section 4.1.

     (j)  "COBRA" shall mean the provisions of Part 6 of Subtitle B of Title I
          of ERISA and Section 4980B of the Code and all regulations thereunder.

     (k)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (l)  "Contracts" are defined in Section 5.1(w).

     (m)  "Deposit" shall mean the deposit in the amount of Fifty Thousand
          Dollars ($50,000) paid by Buyer on account of the Purchase Price,
          which amount is being held by Seller's counsel pursuant to the Escrow
          Letter.

     (n)  "Employee Welfare Benefit Plan" shall have the meaning set forth in
          ERISA Section 3(1).





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<PAGE>   9

     (o)  "Encumbrance" shall mean any claim, lien, pledge, option, charge,
          easement, security interest, right-of-way, encroachment, reservation,
          restriction, encumbrance, or other right of any Person, affecting
          title to the Purchased Assets.

     (p)  "Environmental, Health and Safety Requirements" shall mean all
          federal, state, local and foreign statutes, regulations, ordinances
          and other provisions having the force or effect of law, all judicial
          and administrative orders and determinations, all contractual
          obligations and all common law concerning public health and safety,
          worker health and safety, and pollution or protection of the
          environment, including without limitation all those relating to the
          presence, use, production, generation, handling, transportation,
          treatment, storage, disposal, distribution, labeling, testing,
          processing, discharge, release, threatened release, control, or
          cleanup of any hazardous materials, substances or wastes, chemical
          substances or mixtures, pesticides, pollutants, contaminants, toxic
          chemicals, petroleum products or byproducts, asbestos, polychlorinated
          biphenyls, noise or radiation, each as amended and as now or at
          Closing in effect.

     (q)  "Environmental Report" shall mean:

          (1)  Correspondence dated November 8, 1982 (Anderson Oil & Chemical
               Co. Kevin Delaney to Gros-ite Industries Bob Chicoine);

          (1)  Minges Environmental Laboratory Reports:

               (A)  March 11 and 30, 1983 - Reports to Gros-ite Industries; and

               (B)  March 11, 1983 - Report to American Research Corporation;

          (2)  NUS Corporation Report #C-583-9-8-54 (September 26, 1988)
               Attached as "Appendix D" to the Rizzo Associates Level 1
               Environmental Site Assessment report (copy provided appears
               incomplete);

          (3)  Correspondence dated April 3, 1989 (DEP Peter Ploch to Gros-ite
               Industries Robert Chicoine) with attachments:

               (A) February 28, 1980 Form P-5 (1 page); and

               (B) February 9, 1983 Hazardous Waste Inspection Checklist
                   (2 pages);

          (4)  Final Screening Site Inspection - #C-583-6-0-282 (NUS
               Corporation, July 2, 1990) Attached as "Appendix D" to the Rizzo
               Associates Level 1 Environmental Site Assessment report (copy
               provided appears incomplete);

          (5)  Final Screening Site Inspection / Gros-ite Industries, Inc. (NUS
               Corporation, July 16, 1990) Correspondence Report to DEP (only
               partial report);



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<PAGE>   10

          (6)  Underground Storage Tank Closure Plan (Aaron Environmental,
               January 3, 1991) Underground Storage Tank Closure Technical
               Specifications Checklist (2 pages), Table of Contents, Pages i,
               ii, iii, and Pages 1 through 7, with attachments:

               (A)  Appendix A: Work Zone Illustration (Drawing 01);

               (B)  Appendix B: Site Specific Health and Safety Plan (9 pages);

               (C)  Appendix C: Underground Tank Transfer of Ownership Form,
                    Typical;

               (D)  Appendix D: Spill Report Notification Form (Page 2 only);
                    and

               (E)  Appendix E: Regulatory Correspondence (1 page letter to DEP/
                    January 2, 1990);

          (7)  Underground Storage Tank Removal Project (Aaron Environmental,
               February 7, 1991) Table of Contents, Pages i and ii, and Pages 1
               through 8, with attachments:

          (2)  Figure 1: Laboratory Analysis Results (Title page only,
               laboratory reports not attached);

               (A)  Figure 2: Photographic Documentation (3 pages, 3 photographs
                    on each / black & white copy);

               (B)  Code of Federal Regulations (40 CFR Subparts E, F, G) Pages
                    918-925;

               (C)  Appendix - 1 Page Sketch of UST Location (dated 2/7/91);

               (D)  Northeast Tank Disposal Tank Pickup Receipt and Transfer of
                    Ownership form;

               (E)  January 28, 1991 Aaron Environmental Letter to Scott Deshefy
                    (DEP);

               (F)  January 29, 1991 Town of Farmington Building Permit #20518;
                    and

               (G)  July 31, 1989 State of Connecticut Interdepartmental
                    Message;

          (8)  Correspondence dated February 20, 1991 (Aaron Environmental to
               Gros-ite Industries, Inc. Mr. Robert Chicoine) - 1 Page with
               attachments:

               (A)  Connecticut Testing Laboratories Report 21-023-5 (February
                    6, 1991) 2 Pages for Oil & Grease and PCB analyses only, no
                    chain of custody; and

               (B)  Connecticut Testing Laboratories Report 21-023-5 (Page 2, 3,
                    4, and 5) for Method 602 / 8020 analyses only, no chain of
                    custody;


                                      -10-
<PAGE>   11


          (9)  Correspondence dated March 6, 1995 Interim Site Investigation
               Report (Aaron Environmental Kevin Bitjeman to Gros-ite Industries
               Bob Tasillo) with attachment: Site Sketch March 6, 1995 - 1 Page;

          (10) Results of Soil & Groundwater Samples / Vacant Parcel Between
               American Research & Woods Electrical 3 Page Letter (Aaron
               Environmental, March 9, 1995) with attachments:

               (A)  Figure 1 (Site Sketch, March 6, 1995);

               (B)  Boring Logs (4 Sheets) for SB-1, SB-2, SB-3, SB-4 (all
                    2/27/95);

               (C)  Phoenix Environmental Labs Sample Progress Reports (31 Pages
                    plus 1 Page Chain of Custody for sample Ids: AA60951 (SB-1
                    1-3), AA60952 (SB-1 30-32), AA60953 (SB-1), AA60954 (SB-2
                    5-7), AA60955 (SB-2 30-32), AA60956 (SB-2), AA60957 (SB-3
                    5-7), AA60958 (SB-3 30-32), AA60959 (SB-3), AA60960 (SB-4
                    5-7), AA60961 (SB-4 30-32), and AA60962 (SB-4);

          (11) Correspondence dated June 22, 1995 Review of Environmental
               Reports 2 page letter (Aaron Environmental to Gros-ite Industries
               Frank Moskey) with Attachment Level II Environmental Site
               Assessment report (ERI, June 1995):

               (A)  11 page Text, 5 Tables, 2 Figures, site photographs (2
                    pages);

               (B)  Appendix A - Boring Logs and Well Construction Diagrams;

               (C)  Appendix B - Spectrum Analytical Reports (June 1, 1995)
                    AA32853, AA32854, AA32855, and AA32856 and (June 5, 1991)
                    AA33244, AA33245, AA33246, AA33247, and AA33250;

               (D)  Appendix C - Rizzo Associates Level I Environmental Site
                    Assessment (April 11, 1995), pages i, 1, 4, 5, 7, 11, 14,
                    16, 17, 19, 21, 23, 25, photo pages 1 to 13, 2 pages of
                    Appendix A, 2 pages of Appendix B, 2 pages of Appendix C, 11
                    pages of Appendix D, 6 pages of Appendix E, and 2 pages of
                    Appendix F; and

               (E)  Appendix D - Groundwater Technology Level II Environmental
                    Site Assessment report (October 1994) for the north adjacent
                    property (Pages 13, 15, 16, Figures 2 and 3, and Appendices
                    A-F missing);

          (12) Phase I Environmental Site Assessment (Aaron Environmental, July
               24, 2000) 2 page Cover Letter to Gros-ite Ron Popolizio, Table of
               Contents (2 pages), Preface (1 page), report text (pages 1
               through 22), with attachments:

               (A)  Site Locus Map and Site Plan (May 4, 1999);

               (B)  22 pages of miscellaneous Town and DEP documents;



                                      -11-
<PAGE>   12


               (C)  Con-Test Analytical Laboratory Report (July 21, 2000)
                    LIMS-49761 (12 pages);

               (D)  EDR Radius Map with GeoCheck, July 3, 2000 (Executive
                    Summary pages 1-6, Table of Contents (page 1), report (pages
                    2 to 44), pages EPA-1, GR-1 to GR-6, A-1 to A-6, A-8 to A-17
                    (page A-7 missing); and

               (E)  EDR City Directory Abstract, July 7, 2000 (9 pages);

          (13) Correspondence Report to Gros-ite Industries Ron Popolizio
               Summary of Historical Groundwater Date and Recent Soil and
               Groundwater Investigation 3 page letter (Aaron Environmental,
               November 3, 2000), with attachments:

               (A)  Table (Summary of Groundwater Analytical Results);

               (B)  Table (Summary of Soil Analytical Results);

               (C)  Figure (Soil & Groundwater Sample Locations / Collected
                    10/11/00) Sheet 1 of 1;

               (D)  Sample Collection Methods Summary (1 Sheet);

               (E)  Lab Reports and Chain of Custody (Con-Test Analytical
                    Laboratory LIMS-51564, 56 pages);

               (F)  Con-Test Analytical Laboratory QC Summary Report (17 Pages);
                    and

               (G)  Environmental Assessment Limitations (3 pages);

          (14) Miscellaneous Documents:

               (A)  EPA Potential Hazardous Waste Site Preliminary Assessment
                    (Part 1) 1 page;

               (B)  NPL Eligibility Checklist (3 pages);

               (C)  CERCLIS Database Form (September 26, 1988) 3 pages;

               (D)  Aaron Environmental Specialists Environmental Assessment
                    Report form (3 pages);

               (E)  State of Connecticut Form 1064 (1 page) July 6, 1965; and

               (F)  State of Connecticut Form P-5 and site sketch (2 pages)
                    December 10, 1970.


     (r)  "ERISA" shall mean the Employee Retirement Income Security Act of
          1974, as amended.

     (s)  "ERISA Affiliate" shall mean a trade or business, whether or not
          incorporated, which is deemed to be in common control or affiliated
          with Seller within the




                                      -12-
<PAGE>   13

          meaning of Section 4001 of ERISA or Sections 414(b), (c), (m), or (o)
          of the Code.

     (t)  "Excluded Assets" shall mean:

          (1)  Cash and cash equivalents of the Business;

          (2)  Obsolete Inventory;

          (3)  Accounts receivable of the Business;

          (4)  All contracts and agreements of the Business other than the
               Assumed Contracts;

          (5)  All assets and properties of Seller not used in the Business;

          (6)  Real property leases except rights to parking as set forth in the
               Lease and the assignment of Seller's rights under its lease with
               Peter Stanley Realty as more particularly described in Section
               2.11;

          (7)  Seller's corporate records and minute book;

          (8)  All motor vehicles owned by the Seller, except for the 1997 Ford
               E-350 Van bearing V.I.N. 1FDKE30F7VHA80191;

          (9)  Items of Seller's tangible personal property used in the Business
               NOT set forth on Schedule 2.4.

     (u)  "Financial Statements" is defined in Section 5.1(f).

     (v)  "Finished Goods Inventory" shall mean Seller's good and saleable, in
          the ordinary course of business, (as such terms are defined by GAAP)
          items of finished goods inventory relating to the Business.

     (w)  "Finished Goods Inventory Purchase Price" is defined in Section
          3.1(a).

     (x)  "Finished Goods Inventory Value" is defined in Section 3.2.

     (y)  "GAAP" shall mean, with respect to all accounting matters and issues,
          generally accepted accounting principles as in effect from time to
          time, applied consistent with the Financial Statements.

     (z)  "Governmental Authority" shall mean any federal, state, local or
          foreign government, or any political subdivision of any of the
          foregoing, or any court, agency or other entity, body, organization or
          group, exercising any executive,




                                      -13-
<PAGE>   14

          legislative, judicial, quasi-judicial, regulatory or administrative
          function of government.

     (aa) "Governmental Requirement" shall mean any law, statue, ordinance,
          rule, regulation, ordinance, code, order, judgment, writ, injunction
          or decree of any Governmental Authority.

     (bb) "Knowledge" shall mean (1) with respect to Seller or Gros-ite, actual
          knowledge, information or belief, after reasonable inquiry as
          appropriate to the context of the statement in which the term is used
          of Richard Dandurand, Ronald G. Popolizio and John J. DiFrancesco, and
          (2) with respect to Buyer and TOMZ Corporation, actual knowledge,
          information or belief, after reasonable inquiry, as appropriate to the
          context of the statement in which the term is used, of Zbigniew
          Matulaniec, with respect to the matters which are relevant to the
          representation, warranty, covenant or agreement being made or given.

     (cc) "LTA" shall mean the Long Term Purchase Agreement by and between
          United Technologies Corporation acting through its Pratt and Whitney
          Division and Gros-ite Industries, Inc. having a commencement date of
          July 17, 2000.

     (dd) "Lease" shall mean that certain lease agreement to be entered into by
          Buyer and Seller for Buyer's lease of the Premises.

     (ee) "MRP" shall mean the computer requisition system of the Pratt and
          Whitney division of United Technologies Corporation.

     (ff) "Multiemployer Plan" shall have the meaning set forth in Section 3(37)
          of ERISA.

     (gg) "Obsolete Inventory" shall mean any of Seller's Finished Goods
          Inventory and Work In Process Inventory that are not good and saleable
          in the ordinary course (as such terms are defined by GAAP).

     (hh) "Person" shall mean any Governmental Authority, individual,
          association, joint venture, partnership, corporation, limited
          liability company, trust or other entity.

     (ii) "Premises" shall mean the real property, with improvements, located at
          1790 New Britain Avenue, Farmington, Connecticut, consisting of
          approximately 45,5000 square feet of useable space as more
          particularly described in the Lease.

     (jj) "Pratt and Whitney" shall mean the Pratt and Whitney Division of
          United Technologies Corporation.

     (kk) "Purchase Orders" shall mean the written orders issued in connection
          with the Business by each of Seller's customers constituting the
          agreement by said customer to purchase certain goods or services from
          Seller.



                                      -14-
<PAGE>   15

     (ll) "Purchased Assets" shall mean all right, title and interest of Seller
          in and to the following assets and properties of Seller used in the
          Business:

          (1)  the Tangible Personal Property;

          (2)  the Work In Process Inventory;

          (3)  the Finished Goods Inventory;

          (4)  all Purchase Orders relating to the Business;

          (5)  all drawings, designs, technology and intellectual property
               exclusively used in the Business;

          (6)  all customer lists relating to the Business;

          (7)  the computer software embedded in the Purchased Assets or set
               forth on Schedule 1.1(ll)(7), to the extent assignable;

          (8)  all customer records of the Business except the Retained Customer
               Records;

          (9)  all rights and obligations (except as otherwise specifically set
               forth in this Agreement) under the Assumed Contracts;

          (10) all trade secrets and confidential business information, customer
               and supplier lists, pricing and cost information, and business
               and marketing plans and proposals related exclusively to the
               Business;

          (11) all originals or true copies of all operating data and records of
               the Business on whatever media except Retained Customer Records;

          (12) all of Seller's right, title and interest in and to the name
               "Gros-ite Engineered Components Division;"

          (13) all licenses relating to the Purchased Assets and the Business to
               the extent they are transferable; and

          (14) the 1997 Ford E-350 Van bearing V.I.N. 1FDKE30F7VHA80191.

     (mm) "Purchase Price" shall mean the purchase price for the Purchased
          Assets as set forth in Section 3.1.

     (nn) "Representative" shall mean any officer, director, principal, attorney
          or accountant or any employee designated by written notice to the
          other party prior to the execution of this Agreement, of any Person.

     (oo) "Reportable Event" shall have the meaning set forth in ERISA Section
          4043.





                                      -15-
<PAGE>   16

     (pp) "Retained Customer Records" shall mean all customer records of the
          Business retained by Seller pursuant to the requirements of Pratt and
          Whitney or the Federal Aviation Administration.

     (qq) INTENTIONALLY OMITTED.

     (rr) "Tangible Personal Property" is defined in Section 2.4.

     (ss) "Tangible Personal Property Purchase Price" is defined in Section
          3.1(c).

     (tt) "Tax" shall mean any federal, state, local, or foreign income, gross
          receipts, license, payroll, employment, excise, severance, stamp,
          occupation, premium, windfall profits, environmental (including taxes
          under Code ss.59A), customs, duties, capital stock, franchise,
          profits, withholding, social security (or similar), unemployment,
          disability, real property, personal property, sales, use, transfer,
          registration, value added, alternative or add-on minimum, estimated,
          or other tax of any kind whatsoever, including any interest, penalty,
          or addition thereto, whether disputed or not.

     (uu) "Tax Liability" shall mean any liability (whether known or unknown,
          whether asserted or unasserted, whether absolute or contingent,
          whether accrued or unaccrued, whether liquidated or unliquidated, and
          whether due or to become due) for Taxes.

     (vv) "Tax Return" shall mean any return, declaration, report, claim for
          refund, or information return or statement relating to taxes,
          including any schedule or attachment thereto, and including any
          amendment thereof.

     (ww) "WIP Purchase Price" is defined in Section 3.1(b).

     (xx) "Work In Process Inventory" shall mean all items of Seller's good and
          saleable in the ordinary course of business, (as such terms are
          defined by GAAP) work in process relating to the Business, including
          raw material inventory, detail inventory and parts in production.

     (yy) "Work In Process Inventory Value" is defined in Section 3.2.

     Section 1.2 Usage of Terms. Except where the context otherwise requires,
words importing the singular number shall include the plural number and vice
versa.

     Section 1.3 References to Articles, Sections, Exhibits and Schedules. All
references in this Agreement to Articles, Sections (and other subdivisions),
Exhibits and Schedules refer to the corresponding Articles, Sections (and other
subdivisions), Exhibits and Schedules of or attached to this Agreement, unless
the context expressly, or by necessary implication, otherwise requires.




                                      -16-
<PAGE>   17

                                   ARTICLE II
           PURCHASE AND SALE OF ASSETS OF SELLER AND LEASE OF PREMISES

     Section 2.1 Transfer of Purchased Assets; Assumption of Assumed
Liabilities. Subject to the terms and conditions contained in this Agreement, on
the Closing Date:

          (a)  Seller shall sell, convey, transfer, assign, and deliver to
               Buyer, and Buyer shall acquire from Seller, the Purchased Assets,
               free and clear of any Encumbrances other than Seller's second
               priority interest in the Work In Process Inventory pursuant to
               Section 3.8; and

          (b)  Buyer shall assume the Assumed Liabilities.

     Section 2.2 Purchase of Finished Goods Inventory. At the Closing, Seller
shall sell and Buyer shall acquire Seller's Finished Goods Inventory.

     Section 2.3 Purchase of Work In Process Inventory. At the Closing, Seller
shall sell and Buyer shall acquire Seller's Work In Process Inventory.

     Section 2.4 Purchase of Tangible Personal Property. At the Closing, Seller
shall sell and Buyer shall acquire those assets set forth on Schedule 2.4
(collectively, "Tangible Personal Property"). It is understood and agreed by the
parties hereto that the following will be transferred to Buyer, at no additional
cost to Buyer, eleven (11) Vantage Seats, all Unigraphics Seats utilized in the
Business as more fully described on said Schedule 2.4, two (2) Surfcam Seats and
five (5) Cadkey Seats presently being utilized by the Business in its production
process, the transfer of which shall be subject to the approval of Vantage,
Unigraphics, Surfcam and Cadkey, respectively, as required. Buyer shall assume
the maintenance contracts relating to the foregoing.

     Section 2.5 Purchase of Name. At the Closing, Seller shall transfer to
Buyer all of Seller's right, title and interest in and to the name "Gros-ite
Engineered Components Division."

     Section 2.6 Assumed Contracts. At the Closing, Seller shall assign and
transfer to Buyer and Buyer shall assume Seller's obligations, EXCEPT SELLER'S
WARRANTY OBLIGATIONS WITH RESPECT TO GOODS PRODUCED BY SELLER, arising from the
Closing Date forward pursuant to the following:

          (a)  the LTA;

          (b)  current orders originated through the MRP;

          (c)  Agreement with Vantage, provided the Vantage Seats are
               transferred pursuant to Section 2.4, to the extent assignable;

          (d)  Agreement with Unigraphics, provided the Unigraphics Seats are
               transferred pursuant to Section 2.4, to the extent assignable;



                                      -17-
<PAGE>   18

          (e)  Agreement with Surfcam, provided the Surfcam Seats are
               transferred pursuant to Section 2.4, to the extent assignable;

          (f)  Agreement with Cadkey, provided the Cadkey Seats are transferred
               pursuant to Section 2.4, to the extent assignable;

          (g)  the Purchase Orders.

     Prior to the Closing Date, the Seller shall provide Buyer with copies of
all vendor contracts and third party contracts materially relating to the
Business. The Seller shall transfer all of its right, title to and interest in
such agreements to Buyer and such assumed agreements will be deemed "Assumed
Contracts."

     Section 2.7 Non-Assumption of Liabilities.

          (a)  The Buyer shall not assume or be bound by any duties,
               responsibilities, obligations or liabilities of the Seller of any
               kind, known or unknown, contingent or otherwise, other than those
               obligations and liabilities expressly assumed by it pursuant to
               this Agreement. Without limiting the foregoing, Buyer does not
               assume, undertake or accept any duties, responsibilities,
               obligations or liabilities of the Seller (that exist now or at
               the Closing Date or that may arise in the future with respect to
               any matter occurring at or prior to the Closing Date):

               (1)  with respect to employees or former employees of the Seller
                    or any of their beneficiaries, heirs or assignees,
                    including:

                    (A)  any pension, accrued vacation or other liabilities;

                    (B)  any matter arising by virtue of any collective
                         bargaining relationship or agreement or pursuant to the
                         National Labor Relations Act or any other labor
                         relations law; and

                    (C)  any matter arising with respect to workers'
                         compensation, severance, payroll and/or unemployment
                         tax, pension, profit-sharing, health insurance, COBRA,
                         accrued but unused vacation or other employee benefit
                         liabilities in respect of any employees of Seller in
                         the Business employed by Buyer prior to the Closing.

               (2)  with respect to the Pension Benefit Guaranty Corporation or
                    any similar organization, whether arising out of the
                    employment by the Seller of any employees or former
                    employees, the transactions contemplated by this Agreement
                    or otherwise;

               (3)  with respect to:

                    (A)  Tax;





                                      -18-
<PAGE>   19

                    (B)  Any claims for personal injuries, property damages or
                         consequential damages relating to Seller's actions or
                         inactions with respect to defective products sold,
                         condition or operation of the Business or Premises or
                         otherwise;

               (4)  with respect to any matter arising under any statute, rule
                    or regulation, including but not limited to antitrust, civil
                    rights, health, safety, labor, discrimination and
                    environmental laws, rules and regulations, at or prior to
                    the Closing Date; or

               (5)  arising out of or based upon any matters disclosed by Seller
                    on the Exhibits or Schedules to this Agreement at or prior
                    to the Closing Date.

          (b)  The Seller shall not assume or be bound by any duties,
               responsibilities, obligations or liabilities of the Buyer or TOMZ
               Corporation of any kind known or unknown, contingent or
               otherwise, other than those obligations and liabilities expressly
               assumed by it pursuant to this Agreement. Without limiting the
               foregoing, Seller does not assume, undertake or accept any
               duties, responsibilities, obligations or liabilities of the Buyer
               or TOMZ Corporation (that exist now or at the Closing Date or
               that may arise in the future with respect to any matter occurring
               at or after the Closing Date):

               (1)  with respect to employees or former employees of the Buyer
                    or any of its beneficiaries, heirs or assignees, including:

                    (A)  any pension, accrued vacation or other liabilities;

                    (B)  any matter arising by virtue of any collective
                         bargaining relationship or agreement or pursuant to the
                         National Labor Relations Act or any other labor
                         relations law; and

                    (C)  any matter arising with respect to workers'
                         compensation, severance, payroll and/or unemployment
                         tax, pension, profit-sharing, health insurance, COBRA,
                         accrued but unused vacation or other employee benefit
                         liabilities in respect of any employees of Seller in
                         the Business employed by Buyer at or after the Closing.

               (2)  with respect to the Pension Benefit Guaranty Corporation or
                    any similar organization, whether arising out of the
                    employment by the Seller of any employees or former
                    employees, the transactions contemplated by this Agreement
                    or otherwise;

               (3)  with respect to:

                    (A)  Tax;





                                      -19-
<PAGE>   20

                    (B)  Any claims for personal injuries, property damages or
                         consequential damages relating to Buyer's actions or
                         inactions after the Closing Date with respect to
                         defective products sold, condition or operation of the
                         Business or Premises or otherwise;

               (4)  with respect to any matter arising under any statute, rule
                    or regulation, including but not limited to antitrust, civil
                    rights, health, safety, labor, discrimination and
                    environmental laws, rules and regulations, after the Closing
                    Date.

     Section 2.8 Consents. Except with respect to those agreements set forth in
Section 2.6(c), (d), (e), and (f), to the extent that the assignment of any
contract, commitment or other item to be assigned to Buyer as provided in this
Agreement shall require the consent of the other parties, Seller shall use its
best efforts to obtain all such consents and, at the request of Buyer to
continue such efforts after the Closing Date. If any such consent is not
obtained, Seller agrees to cooperate with Buyer in any reasonable arrangements
(such as subcontracting, sublicensing or subleasing) designed to provide for
Buyer all of the benefits of Seller under such contract, commitment, or sales
order, as the case may be, including enforcement for the benefit of Buyer and
any and all rights of Seller arising out of the breach or cancellation of such
contract, commitment or other item.

     Section 2.9 Delivery of Purchased Assets. Simultaneously with the Closing,
Seller shall deliver to Purchaser physical possession of all the Purchased
Assets.

     Section 2.10 Limitation on Assumption of Warranty Obligations by Buyer and
Seller.

          (a)  With respect to the Finished Goods Inventory: Notwithstanding
               anything in the Consent to Assignment (as hereinafter defined) to
               the contrary, Buyer shall not assume any of Seller's warranty
               obligations.

          (b)  With respect to Work In Process Inventory: Notwithstanding
               anything in the Consent to Assignment to the contrary, Buyer
               shall not assume Seller's warranty obligations arising under the
               Purchase Orders, the LTA or otherwise where the warranty
               obligation arises due to the fault of the Seller. Buyer, however,
               will perform warranty work required due to Seller's defects at
               Seller's written request and in exchange for payment by Seller to
               Buyer of an amount equal to Buyer's cost of any such work
               performed by Buyer on Seller's behalf plus fifteen percent (15%).
               With respect to any warranty obligations arising under Purchase
               Orders or the LTA in connection with defects in Work In Process
               Inventory caused by the fault of Buyer, Buyer shall bear full
               responsibility for any work necessary to correct the defect.
               Notwithstanding anything in the Consent to Assignment to the
               contrary, in the event that Buyer and Seller are unable to agree
               as to the apportionment of fault with respect to defects in Work
               In Process Inventory, any such dispute shall be submitted to
               arbitration in accordance with the provisions of Section 9.17,



                                      -20-
<PAGE>   21

               with the nonprevailing party being responsible for payment of all
               costs and expenses, including reasonable attorney's fees,
               incurred in connection therewith by the prevailing party and a
               penalty equal to twenty-five percent (25%) of the amount awarded.

     Section 2.11 Lease of Premises. At the Closing, Seller and Buyer shall
enter into a lease in the form attached as Exhibit A covering the Premises.
Seller and Buyer shall also enter an assignment of lease agreement in the form
attached as Exhibit B covering three thousand (3,000) square feet of space in
the premises located at 1838 New Britain Avenue, Farmington, Connecticut.

     Section 2.12 Seller's Storage at the Premises. Buyer shall permit Seller to
store at the Premises for a period not to exceed ninety (90) days from the
Closing Date, equipment of Seller located at the Premises immediately prior to
the Closing which does not constitute Purchased Assets. Buyer shall permit
Seller's MIS and Design employees to remain at the Premises for a period of
ninety (90) days immediately following the Closing Date. All risk of loss with
respect to the Seller's storage of its equipment at the Premises and location of
its employees at the Premises as permitted in this Section 2.12 rests solely
with Seller. Seller shall maintain adequate insurance coverage with respect to
such equipment and employees and shall provide Buyer with evidence of such
coverage at the Closing. In the event that Seller does not remove its equipment
and assets prior to the expiration of said ninety (90)-day period, Seller shall
pay Buyer for use and occupancy Forty-Five Dollars ($45) per day for each day
Seller's employees and/or equipment remain on the Premises. Seller shall be
responsible for all obligations relating to such equipment. Risk of loss with
respect to such equipment shall remain entirely with Seller.

     Section 2.13 Noncompetition Agreement. At the Closing, EDAC, Gros-ite and
Buyer shall enter into a noncompetition agreement in the form attached as
Exhibit C.

     Section 2.14 INTENTIONALLY OMITTED.

     Section 2.15 Delivery of Irrevocable Proxies. Upon filing of a proxy
solicitation in connection with the transactions contemplated by this Agreement
with the Securities and Exchange Commission, Seller shall deliver to Buyer,
subject to applicable Federal and Wisconsin securities law, copies of the
irrevocable proxies of all members of EDAC's Board of Directors affirmatively
voting to approve the transactions contemplated by this Agreement.

                                   ARTICLE III

                           PURCHASE PRICE AND PAYMENT

     Section 3.1 Purchase Price. As consideration for the sale, transfer,
assignment, conveyance and delivery of the Purchased Assets, Buyer shall assume
the Assumed Liabilities and shall pay to Seller the following (collectively
"Purchase Price"):

          (a)  Subject to the provisions of Section 3.2, for the Finished Goods
               Inventory, One Million Eight Hundred Forty-Eight Thousand Eight
               Hundred Seven Dollars ($1,848,807) ("Finished Goods Inventory
               Purchase Price");


                                      -21-
<PAGE>   22

          (b)  Subject to the provisions of Section 3.2, for the Work In Process
               Inventory, Three Million Five Hundred Ten Thousand Nine Hundred
               Eight-Two Dollars ($3,510,982) ("WIP Purchase Price").

          (c)  for the Tangible Personal Property and the 1997 Ford E-350 Van
               bearing V.I.N. 1FDKE30F7VHA80191, One Million Nine Thousand Five
               Hundred Dollars ($1,009,500) ("Tangible Personal Property
               Purchase Price");

          (d)  for all right, title and interest in and to the name "Gros-ite
               Engineered Components Division", One Hundred Dollars ($100).

     Section 3.2 Post-Closing Adjustment. The parties have determined the value
of the Finished Goods Inventory and the Work In Process Inventory as of December
30, 2000 to be as set forth in Section 3.1(a) with respect to Finished Goods
Inventory and Section 3.1(b) with respect to Work In Process Inventory (the
"Initial Value"). As soon as reasonably practicable after the Closing, but in no
event later than thirty (30) calendar days after the Closing, Seller shall (a)
conduct a physical inventory and determine a tentative value of the Finished
Goods Inventory as of the Closing Date ("Finished Goods Inventory Value") and
(b) determine the value of Work In Process Inventory as of the Closing Date
("Work In Process Inventory Value"). Seller shall present such Finished Goods
Inventory Value and Work In Process Inventory Value to Buyer in writing
(collectively "Tentative Value"). Buyer and its Representatives may observe the
physical inventory and review all computations used in preparations of the
Tentative Value. If Buyer does not give written notice of dispute thereof to
Seller within ten (10) days after receipt of the Tentative Value and all
supporting computations, the Tentative Value shall become the "Final Value." If
Buyer notifies Seller of a dispute within the ten (10) day period, Seller and
Buyer shall negotiate in good faith to agree upon the Final Value. If Seller and
Buyer cannot resolve the dispute within thirty (30) days thereafter, the parties
shall submit the matter to Ernst & Young, LLP to be resolved pursuant to Section
9.17 hereof, except that Ernst & Young, LLP shall administer the arbitration and
act as the sole arbitrator, which resolution of the Final Value shall be
conclusive and binding on the parties. Determination of the Final Value shall be
made in accordance with the valuation procedures contained in this Section.

     If the Final Value is less than the Initial Value, the Purchase Price shall
be reduced by the difference between the Initial Value and the Final Value. If
such adjustment is required with respect to Finished Goods Inventory, Seller
shall pay to Buyer, by check or wire transfer, the entire adjustment amount
within five (5) days of the determination of the Final Value for Finished Goods
Inventory or, if applicable, within five (5) days of receipt of a determination
in resolution of any dispute over the Final Value of Finished Goods Inventory as
provided in this Section. If such adjustment is required with respect to Work In
Process Inventory, Seller shall pay to Buyer, by check or wire transfer,
one-half of the adjustment amount within five (5) days of the determination of
the Final Value of Work In Process Inventory or, if applicable, within five (5)
days of receipt of a determination in resolution of any dispute over the Final
Value of Work In Process Inventory as provided in this Section, and the balance
to be paid to Seller by Buyer pursuant to Section 3.4(b)(2) below shall be
reduced by the other one-half of the adjustment amount. In the event that the
determination in resolution of any dispute over the Final Value of Work In
Process Inventory occurs after the payment date set forth in Section



                                      -22-
<PAGE>   23

3.4(b)(2), the Seller shall pay to Buyer, by check or wire transfer, the other
one-half of the adjustment amount within five (5) days of receipt of the
determination. Notwithstanding the foregoing, if the parties are in agreement as
to a part of the Final Value of Finished Goods Inventory and/or Work In Process
Inventory, only the disputed portion of the Final Value shall be submitted to
dispute resolution and payment for the part of the Final Value to which the
parties have agreed shall be made as otherwise provided herein without regard to
receipt of a determination in resolution for the disputed portion.

     If the Final Value is greater than the Initial Value, Buyer shall pay
Seller the difference between the Final Value and the Initial Value. If such
adjustment is required with respect to Finished Goods Inventory, Buyer shall pay
to Seller, by check or wire transfer, the entire adjustment amount within five
(5) days of the determination of the Final Value for Finished Goods Inventory,
or if applicable, within five (5) days of receipt of a determination in
resolution of any dispute of the Final Value of Finished Goods Inventory as
provided in this Section. If such adjustment is required with respect to Work In
Process Inventory, Buyer shall pay to Seller, by check or wire transfer,
one-half of the adjustment amount within five (5) days of the determination of
the Final Value of Work In Process Inventory or, if applicable, within five (5)
days of receipt of a determination in resolution of any dispute over the Final
Value of Work In Process Inventory as provided in this Section, and the balance
to be paid by Buyer to Seller pursuant to Section 3.4(b)(2) below shall be
increased by the other one-half of the adjustment amount. In the event that the
determination in resolution of any dispute over the Final value of Work In
Process Inventory occurs after the payment date set forth in Section 3.4(b)(2),
the Buyer shall pay to Seller, by check or wire transfer, the other one half of
the adjustment amount within five (5) days of receipt of the determination.
Notwithstanding the foregoing, if the parties are in agreement as to a part of
the Final Value of Finished Goods Inventory and/or Work In Process Inventory,
only the disputed portion of the Final Value shall be submitted to dispute
resolution and payment for the part of the Final Value to which the parties have
agreed shall be made as otherwise provided herein without regard to receipt of a
determination in resolution for the disputed portion.

     Notwithstanding anything herein to the contrary, the value of an item of
inventory, whether Finished Goods Inventory or Work In Process Inventory, shall
be determined based upon the Book Value, as hereinafter defined, for each such
inventory item. "Book Value" shall mean the lesser of eighty-five percent (85%)
of the current selling price for such item as determined by reference to the
Purchase Order or other instrument pursuant to which such item is sold and
delivered to the customer, or Seller's actual cost, as determined by the cost
accounting method consistently applied set forth on Schedule 3.2 hereto.

     Section 3.3 Allocation of Purchase Price. The Purchase Price shall be
allocated as set forth on Schedule 3.3 Unless otherwise agreed in writing by
Buyer and Seller, Buyer and Seller shall: (i) reflect the Purchased Assets in
each of Buyer and Seller's books and for federal, state, local and foreign tax
reporting purposes in accordance with such allocation; (ii) file all forms
required under Section 1060 of the Code and all other tax returns and reports in
accordance with and based upon such allocation; and (iii) unless required to do
so in accordance with a "determination" as defined in Section 1313(a)(1) of the
Code, take no position in any tax return, tax proceeding, tax audit or otherwise
which is inconsistent with such allocation.






                                      -23-
<PAGE>   24


     Section 3.4 Payment of Purchase Price. Buyer shall pay to Seller the
consideration set forth in Section 3.1 as follows:

          (a)  the Finished Goods Inventory Purchase Price shall be paid in
               immediately available funds at the Closing;

          (b)  payment of the WIP Purchase Price shall be as follows:

               (1)  Fifty percent (50%) shall be paid in immediately available
                    funds in advance at the Closing ("Closing Payment"); and

               (2)  the balance shall be paid on the fifteenth (15th) day of
                    tenth (10th) month following the Closing Date;

          (c)  the Tangible Personal Property Purchase Price shall be paid at
               the Closing; and

          (d)  the $100.00 due pursuant to Section 2.5 shall be paid at the
               Closing.

     Section 3.5 Closing Adjustments. There shall be prorated and adjusted
between Seller and Buyer as of the close of business on the Closing Date
personal property taxes, personal property lease payments, and software
maintenance agreement payments.

     Section 3.6 Taxes. Seller shall be responsible for the payment of any
transfer, excise, business and occupation, gross receipts or other similar taxes
(other than sales and use taxes) imposed by reason of the transfer of the
Purchased Assets pursuant to this Agreement and any deficiency, interest or
penalty with respect to such taxes. Buyer shall be responsible for the payment
of any sales and use tax imposed by reason of the transfer of the Purchased
Assets pursuant to this Agreement and any deficiency, interest or penalty with
respect to such taxes.

     Section 3.7 Guaranty by TOMZ Corporation. TOMZ Corporation shall guaranty
payment of the Purchase Price and all obligations of Buyer under this Agreement
by executing a Guaranty Agreement in the form attached hereto as Exhibit E,
which Guaranty Agreement shall provide that Seller shall only proceed against
TOMZ Corporation after it has first made written demand of Buyer and payment is
not made within sixty (60) days of delivery of such written demand to Buyer.

     Section 3.8 Collateral. To further secure Buyer's obligations set forth
under Section 3.4(b)(2), Buyer shall grant Seller a second priority security
interest in the Work In Process Inventory, subordinate to the security interest
granted by Buyer to its lender pursuant to in the financing obtained by Buyer in
connection with its acquisition of the Purchased Assets. In connection
therewith, Seller shall deliver to Buyer at Closing, UCC-3 Termination
Statements executed by Seller. Seller hereby irrevocably appoints Buyer its
attorney-in-fact, coupled with an interest, to sign UCC-3 Termination Statements
on behalf of Seller in connection with the release of the security interests
hereby granted.

     Section 3.9 Pledge of Securities. To secure all obligations of Buyer under
this Agreement, Buyer has caused Zbigniew Matulaniec to pledge to EDAC
marketable securities




                                      -24-
<PAGE>   25

having a value, as of the date of this Agreement, of at least Four Hundred
Thousand Dollars ($400,000) pursuant to a Pledge Agreement in the form of
Exhibit F. Except as required to satisfy the Seller's liquidated damages claim
under Section 9.3(c) hereof, the Seller shall only proceed against the pledge of
marketable securities after it has made written demand of both Buyer and TOMZ
Corporation pursuant to its guaranty in Section 3.7 hereof and payment is not
made within sixty (60) days of delivery of such written demands to Buyer and
TOMZ Corporation.

     Section 3.10 Offset. Notwithstanding any provisions in this Agreement to
the contrary, Buyer shall have the right to offset against any amounts due
Seller whether under this Agreement, the Lease or any other agreement or
document entered into with Seller any amounts due Buyer from Seller under this
Agreement including, but not by way of limitation, Seller's obligations arising
under Section 8.1. If Buyer withholds payments under this Section and the same
are determined in arbitration to have been wrongfully withheld, then interest
calculated per annum at the rate of prime as reported by The Wall Street Journal
effective as of the date of offset plus three percent (3%) will be added to such
balance due until paid in full and in addition thereto Buyer shall pay Seller a
penalty of twenty-five percent (25%) of the amount withheld.

                                   ARTICLE IV

                                     CLOSING

     Section 4.1 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be held on or before the fifth (5th) day
following the meeting of the shareholders of EDAC scheduled for May 15, 2001
("Closing Date"). EDAC will not, unless required by law, reschedule this
shareholders meeting to a date later than May 30, 2001, or such other date as
mutually agreed upon by Buyer and Seller. The Closing shall occur at the offices
of Eisenberg, Anderson, Michalik & Lynch, 136 West Main Street, New Britain,
Connecticut 06052, or any other place as Buyer and Seller mutually agree. The
Closing shall be effective as of the close of business on the Closing Date.

     Section 4.2 Conveyance at Closing.

          (a)  Seller's Delivery.

               (1)  Instruments and Possession. Upon the terms and conditions
                    contained in this Agreement, on the Closing Date; Seller
                    shall deliver to Buyer:

                    (A)  a Bill of Sale conveying clear title to the Purchased
                         Assets, in the Form of Exhibit G;

                    (B)  an Assignment Agreement assigning all rights to the
                         Assumed Contracts, in the form of Exhibit H;

                    (C)  a consent to the assignment of the LTA ("Consent to
                         Assignment") in the form of Exhibit I;






                                      -25-
<PAGE>   26

                    (D)  the executed Lease;

                    (E)  the Non-Disturbance Agreements in the form attached as
                         Exhibit J;

                    (F)  statement from the State of Connecticut regarding
                         corporation income, unemployment and withholding taxes
                         in response to Seller's request for a tax clearance;

                    (G)  a certificate of Status for each of EDAC and Gros-ite
                         updated to within two (2) weeks of the Closing Date;

                    (H)  a certificate in the form of Exhibit K, executed by
                         EDAC and Gros-ite, dated the Closing Date, to the
                         effect that: (i) the representations and warranties of
                         EDAC and Gros-ite contained herein were true when made,
                         and, as in effect on the Closing Date, are true on the
                         Closing Date with the same effect as though made on and
                         as of the Closing Date; and (ii) each of EDAC and
                         Gros-ite has performed and complied with all of the
                         agreements and covenants to be performed or complied
                         with by it under this Agreement prior to and as of the
                         Closing Date;

                    (I)  the legal opinion of Seller's counsel addressed to
                         Buyer, dated the Closing Date, in the form of Exhibit
                         L;

                    (J)  the noncompetition agreement in the form of Exhibit C;

                    (K)  the UCC-3 Termination Statements described in Section
                         3.8;

                    (L)  certificate of title to the 1997 Ford E-350 Van bearing
                         V.I.N. 1FDKE30F7VHA80191;

                    (M)  all consents required in connection with the Assumed
                         Contracts, except any consents required with respect to
                         the agreements set forth in Section 2.6(c), (d), (e),
                         and (f); and

                    (N)  an assignment of Seller's rights and obligations under
                         its lease with Peter Stanley Realty regarding 1838 New
                         Britain Avenue, Farmington, Connecticut in the form of
                         Exhibit B.

          (b)  Buyer's Delivery.

               (1)  Instruments. Upon the terms and conditions contained in this
                    Agreement, on the Closing Date, Buyer and/or TOMZ
                    Corporation shall deliver or shall cause to be delivered to
                    Seller:





                                      -26-
<PAGE>   27

                    (A)  an Assignment Agreement assuming all rights to the
                         Assumed Contracts in the form of Exhibit H;

                    (B)  a consent to the assignment of the LTA in the form of
                         Exhibit I;

                    (C)  the executed Lease;

                    (D)  the Non-Disturbance Agreements in the form of
                         Exhibit J;

                    (E)  a certificate of Legal Existence for each of Buyer and
                         TOMZ Corporation updated to within two (2) weeks of the
                         Closing Date;

                    (F)  a certificate in the form of Exhibit K, executed by
                         Buyer and TOMZ Corporation, dated the Closing Date, to
                         the effect that: (i) the representation and warranties
                         of Buyer and TOMZ Corporation and Buyer contained
                         herein were true when made, and, as in effect on the
                         Closing Date, are true on the Closing Date with the
                         same effect as though made on and as of the Closing
                         Date; and (ii) each of TOMZ Corporation and Buyer have
                         performed and complied with all of the agreements and
                         covenants to be performed or complied with by it under
                         this Agreement prior to and as of the Closing Date;

                    (G)  the legal opinion of Buyer's counsel addressed to
                         Seller, dated the Closing Date, in the form of
                         Exhibit M;

                    (H)  the Noncompetition Agreement in the form of Exhibit C;

                    (I)  the Guaranty of TOMZ Corporation in the form of
                         Exhibit E;

                    (J)  the UCC financing statements described in Section 3.8;
                         and

                    (K)  the Pledge Agreement in the form of Exhibit F.

                                    ARTICLE V

               REPRESENTATIONS AND WARRANTIES OF EDAC AND GROS-ITE

Section 5.1 EDAC's and Gros-ite's Representations. Each of EDAC and Gros-ite,
hereby, jointly and severally, represents and warrants to Buyer and TOMZ
Corporation as follows:

          (a)  Organization, Good Standing and Authority Seller to Conduct
               Business. EDAC is a corporation, duly incorporated, validly
               existing and in good standing under the laws of the State of
               Wisconsin. Gros-ite is a




                                      -27-
<PAGE>   28

               corporation, duly incorporated, validly existing and in good
               standing under the laws of the State of Connecticut. Schedule
               5.1(a) sets forth each trade name or assumed name used by
               Gros-ite and EDAC in the conduct of the Business. Each of EDAC
               and Gros-ite has full power and authority to conduct its business
               as it is presently being conducted and to own and lease its
               properties and assets. Except as set forth on Schedule 5.1(a)
               Seller conducts the Business directly and not through any other
               Person.

          (b)  Power and Authority; Authorization; Binding Effect. Each of EDAC
               and Gros-ite has all necessary power and authority and has taken
               all action necessary to execute and deliver this Agreement, to
               consummate the transactions contemplated by this Agreement, and
               to perform its obligations under this Agreement. Copies of all
               resolutions of the board of directors and shareholders of each of
               EDAC and Gros-ite with respect to the transactions contemplated
               by this Agreement, certified by the Secretary or an Assistant
               Secretary of EDAC and Gros-ite, respectively, in the form
               attached as Schedule 5.1(b) will be delivered to Buyer at
               Closing. This Agreement has been duly executed and delivered by
               EDAC and Gros-ite and constitutes a legal, valid and binding
               obligation of each of EDAC and Gros-ite enforceable against EDAC
               and Gros-ite in accordance with its terms, except as such
               enforcement may be limited by (1) bankruptcy, insolvency,
               reorganization, moratorium or similar laws now or hereafter in
               effect relating to creditors' rights and (2) the discretion of
               the appropriate court with respect to specific performance,
               injunctive relief or other forms of equitable remedies.

          (c)  No Conflict or Violation. The execution and delivery of this
               Agreement, the consummation of the transactions contemplated by
               this Agreement, and the fulfillment of the terms of this
               Agreement do not and will not result in or constitute (1) a
               material violation of or conflict with any provision of the
               certificate of incorporation or by-laws of EDAC or Gros-ite,
               (2) except as set forth on Schedule 5.1(c), a material breach of,
               a loss of rights under, or constitute an event, occurrence,
               condition or act which is or, with the giving or notice, the
               lapse of time or the happening of any future event or condition,
               would become, a material default under, or result in the
               acceleration of any obligation under, any term or provision of,
               any material contract, agreement, indebtedness, encumbrance,
               commitment, license, franchise, permit, authorization or
               concession to which EDAC or Gros-ite is a party, (3) a material
               violation by EDAC or Gros-ite of any statute rule, regulation,
               ordinance, code, order, judgment, writ, injunction, decree or
               award applicable to EDAC or Gros-ite; (4) a material violation of
               any state or federal securities laws or regulations; or (5) an
               imposition of any Encumbrance on the Purchased Assets other than
               as contemplated pursuant to Section 3.8 and as provided by Buyer
               to its lender.





                                      -28-
<PAGE>   29

          (d)  Consents and Approvals. Except for any filings or approvals set
               forth on Schedule 5.1(d) no consent, approval or authorization
               of, or declaration, filing or registration with, any Person is
               required to be made or obtained by EDAC or Gros-ite in connection
               with: the execution, delivery and performance of this Agreement;
               the consummation of the transactions contemplated by this
               Agreement; or Buyer's future conduct of the Business.

          (e)  No Proceedings. Except as set forth on Schedule 5.1(e), there is
               no action, order, writ, injunction, intellectual property
               infringement, judgment or decree outstanding, or claim, suit,
               litigation, proceeding, arbitrary action or investigation pending
               or, to Seller's Knowledge, threatened against, relating to or
               affect in any adverse manner, Gros-ite, the Business, the
               Purchased Assets or the transactions contemplated by this
               Agreement and Seller is not in default under any judgment, order,
               decree or stipulation affecting the Business.

          (f)  Financial Statements. Seller has delivered to Buyer audited
               consolidated statements of operations, balance sheets, statements
               of cash flows, and statements of changes in shareholders' equity
               as of and for the fiscal year ended December 30, 2000 for Seller
               ("Financial Statements"). The Financial Statements (including the
               notes thereto) have been prepared in accordance with GAAP applied
               on a consistent basis throughout the periods covered thereby,
               present fairly the financial condition of the Seller as of such
               dates and the results of operations of the Seller for such
               periods, are correct and complete, and are consistent with the
               books and records of the Seller (which books and records are
               correct and complete).

          (g)  Tax Matters. Except as set forth on Schedule 5.1(g) with respect
               to the Business:

               (1)  Each of EDAC and Gros-ite has filed all Tax Returns that it
                    was required to file. All such Tax Returns were correct and
                    complete in all material respects. All taxes owed by EDAC
                    and Gros-ite (whether or not shown on any Tax Return) have
                    been paid. Neither EDAC nor Gros-ite is currently the
                    beneficiary of any extension of time within which to file
                    any Tax Return. No claim has ever been made by an authority
                    in a jurisdiction where the EDAC or Gros-ite file Tax
                    Returns that either is or may be subject to taxation by that
                    jurisdiction. There are no security interests on any of the
                    assets of EDAC or Gros-ite that arose in connection with any
                    failure (or alleged failure) to pay any Tax.

               (2)  Each of EDAC and Gros-ite has withheld and paid all taxes
                    required to have been withheld and paid in connection with
                    amounts paid or owing to any employee, independent
                    contractor, creditor, stockholder, or other third party.




                                      -29-
<PAGE>   30

               (3)  To Seller's Knowledge, neither EDAC nor Gros-ite expects any
                    authority to assess any additional taxes with respect to the
                    EDAC or Gros-ite for any period for which Tax Returns have
                    been filed. There is no dispute or claim concerning any Tax
                    Liability of EDAC or Gros-ite either (A) claimed or raised
                    by any authority in writing or (B) as to which either of
                    EDAC or Gros-ite has knowledge. Schedule 5.1(g), lists of
                    all federal, state, local and foreign income Tax Returns
                    filed with respect to EDAC and Gros-ite for taxable periods
                    that have been audited, and indicates those Tax Returns that
                    currently are the subject of audit. Neither EDAC nor
                    Gros-ite has delivered to the Buyer copies of any federal
                    income Tax Returns, examination reports, and statements of
                    deficiencies assessed against or agreed to by EDAC and
                    Gros-ite, respectively, therefore the Buyer places absolute
                    reliance upon the representations made with respect to
                    Taxes, Tax Liabilities, and Tax Returns on said Schedule
                    5.1(g) and otherwise herein.

               (4)  Neither EDAC nor Gros-ite has waived any statute of
                    limitations in respect of Taxes or agreed to any extension
                    of time with respect to a Tax assessment or deficiency.

               (5)  Each of EDAC and Gros-ite has disclosed on its federal
                    income Tax Returns all positions taken therein that could
                    give rise to a substantial understatement of federal income
                    Tax within the meaning of Codes ss.6662. Neither EDAC nor
                    Gros-ite is a party to any Tax allocation or sharing
                    agreement. Neither EDAC nor Gros-ite has been a member of an
                    affiliated group filing a consolidated federal income Tax
                    Return (other than a group the common parent of which was
                    the Seller) or (B) has any Tax Liability of any Person
                    (other than any of the Seller and its subsidiaries) under
                    Treasury Regulations ss.1.1502-6 (or any similar provision
                    of state, local, or foreign law), as a transferee or
                    successor, by contract, or otherwise.

               (6)  The unpaid taxes of EDAC and Gros-ite, respectively, (A) did
                    not, as of December 30, 2000, exceed the reserve for Tax
                    Liability (rather than any reserve for deferred taxes
                    established to reflect timing differences between book and
                    Tax income) set forth on the face of the Financial
                    Statements (rather than in any notes thereto) (B) do not
                    exceed that reserve as adjusted for the passage of time
                    through the Closing Date in accordance with the past custom
                    and practice of EDAC and Gros-ite, respectively, in filing
                    its Tax Returns.

          (h)  Title to Purchased Assets and Premises. Except as disclosed on
               Schedule 5.1(h), each of EDAC and Gros-ite, respectively, has
               such title to all of the Purchased Assets and the Premises as is
               necessary to permit the use and enjoyment of the Purchased Assets
               and Premises substantially in




                                      -30-
<PAGE>   31

               the manner that the Purchased Assets and the Premises are now
               utilized by EDAC and Gros-ite, and the Purchased Assets and
               Premises are free and clear of any Encumbrances, except as set
               forth on Schedule 2.1(a). Each of Gros-ite and EDAC has full
               right, power and authority to sell, convey and assign the
               Purchased Assets and to enter into the Lease.

          (i)  Real Property. Schedule 5.1(i) sets forth a complete list of all
               real property and interests in real property leased or subleased
               by EDAC and Gros-ite and used in the Business.

          (j)  Tangible Personal Property. Schedule 2.4 sets forth a complete
               list of each item of tangible personal property constituting
               Purchased Assets owned by EDAC or Gros-ite having a value in
               excess of $3,000, and is a complete list of each item of tangible
               personal property constituting Purchased Assets leased by EDAC or
               Gros-ite (other than individual leases of office equipment having
               an annual rent of less than $3,000) (inclusive of the tangible
               personal property not required to be set forth in Schedule 2.4
               because of the foregoing dollar thresholds.) Except for the
               Sutton Barrel Machine as set forth on Schedule 5.1(j), all of the
               Tangible Personal Property is located at 1790 New Britain Avenue,
               Farmington, Connecticut. Each item of Tangible Personal Property
               is adequate for its intended use, free from defects (patent and
               latent), has been maintained in accordance with normal industry
               practice, is in good operating condition and repair (subject to
               normal wear and tear), and is suitable for the purposes for which
               it is presently used.

          (k)  Options. Other than set forth on Schedule 5.1(k), there are no
               outstanding options, calls, contracts, leases or commitments of
               any character for the sale or use of the Purchased Assets.

          (l)  Terminations. Other than as set forth on Schedule 5.1(l), no Work
               In Process Inventory has been terminated by EDAC's or Gros-ite's
               customers as of February 28, 2001.

          (m)  INTENTIONALLY OMITTED.

          (n)  INTENTIONALLY OMITTED.

          (o)  Patents and Trademarks. Schedule 5.1(o), sets forth a true and
               complete list of all domestic and foreign patents, copyrights,
               trademarks, trade names and all registrations or applications
               with respect to the Purchased Assets and the Business, and
               licenses or rights under the same relating to the Purchased
               Assets and the Business, owned or held by EDAC or Gros-ite and
               there is not outstanding with respect thereto any license or
               other permission granted by EDAC or Gros-ite to any other person,
               firm or corporation. The listing of patents and patent
               applications on the attached Schedule 5.1(o) sets forth for each
               entry the patent number, patent date,




                                      -31-
<PAGE>   32

               patent inventor, and patent title. There are no outstanding
               claims which have been asserted in writing against EDAC or
               Gros-ite alleging infringement of any patent, copyright,
               trademark, trade name or license of any other person, firm or
               corporation, nor has EDAC or Gros-ite been advised by its legal
               counsel that there is outstanding any adversely held patent,
               copyright, trademark, trade name or license on which such claim
               could reasonably be based. There are no outstanding patent
               applications by EDAC or Gros-ite. Except as set forth on Schedule
               5.1(a), neither EDAC nor Gros-ite has used any tradenames during
               the past five (5) years.

          (p)  Regulatory Filings. All material reports and filings required to
               be filed with, and fees to be paid to, any Governmental Authority
               or federal regulatory agency and state or federal public utility
               or service commission by the EDAC and Gros-ite with respect to
               the Purchased Assets have been timely filed, and from the date
               hereof will be timely filed. All such reports, filings and fees
               are and will be accurate and complete in all material respects.

          (q)  Product and Field Warranties. Except as set forth in Schedule
               5.1(q), neither EDAC nor Gros-ite has any product warranties or
               product guarantees (other than implied warranties and field
               warranties and warranties contained in the EDAC's or Gros-ite's
               standard forms of invoices and standard customer contracts,
               disclosed on Schedule 1.1) now in effect or outstanding with
               respect to the Business.

          (r)  Creditors. The Business has no creditors (secured or unsecured)
               having a material claim in connection with the Purchased Assets
               other than (1) accounts payable incurred in the ordinary course
               and (2) those creditors listed on Schedule 5.1(r) for the amounts
               owed as shown thereon.

          (s)  Nonconforming Use. The Business is not a nonconforming use at the
               Premises and is not in violation of any ordinance or statute.

          (t)  Matters Relating to Employees.

               (i)  Offers of Employment to Seller's Employees. For the period
                    commencing on the date of execution of this Agreement and
                    continuing until the Closing Date, Buyer shall have the
                    absolute and unfettered right to solicit and to hire and
                    employ any Business Employees effective as of the Closing
                    Date. Buyer shall offer employment to those Business
                    Employees who Buyer, in its sole discretion, elects to
                    solicit for hire. With respect to employees of Seller who
                    are hired by Buyer as of the Closing, Buyer and Seller agree
                    to cooperate fully in the transition of any such employees
                    to employment with Buyer. Nothing contained in this Section
                    shall




                                      -32-
<PAGE>   33

                    be construed to give rise to any obligation of Buyer to any
                    employee of Seller.

               (ii) No Rights to Employment. After the Closing, nothing herein
                    expressed or implied shall confer upon any former employee
                    of Seller, or any union, collective bargaining agent or
                    other person or entity any rights or remedies (including,
                    but not limited to, any right to employment, or continued
                    employment, for any specified period) or any right to any
                    particular benefits in connection with any employment of any
                    nature or kind whatsoever under or by reason of this
                    Agreement.

          (u)  INTENTIONALLY OMITTED.

          (v)  Vendors and Customers of EDAC and Gros-ite. Set forth on Schedule
               5.1(v) is a list of all customers of, and vendors to, the
               Business which accounted for over 5% each of the total
               consolidated sales and purchases of the Business of Seller during
               the year ended December 30, 2000. Neither EDAC nor Gros-ite has
               received any written communication indicating that there is a
               substantial probability that any vendors or customers of the
               Business will terminate their business relationship with EDAC or
               Gros-ite.

          (w)  Contracts. Except as described in Schedule 5.1(w), neither EDAC
               nor Gros-ite is, as of the date of this Agreement with respect to
               the Business and the Seller's employees, a party to or bound by
               any:

               (1)  employee collective bargaining agreement or other contract
                    with any labor union;

               (2)  employment agreements with any employee;

               (3)  employment or consulting agreements with any director,
                    officer, or consultant (excluding any such contracts or
                    arrangements terminable on ninety (90) days notice or less
                    without penalty or premium);

               (4)  intellectual property agreements;

               (5)  long term agreements with customers;

               (6)  subcontractor agreements, except Purchase Orders;

               (7)  distribution, agency or manufacturer's representation
                    agreements;



                                      -33-
<PAGE>   34


               (8)  intercompany agreements, partnership agreements, joint
                    venture agreements or subcontractor agreements;

               (9)  military or government contracts;

               (10) (A) lease or similar agreement under which Seller or
                    Gros-ite is lessee of, or holds or uses, any machinery,
                    computer hardware or software, equipment, vehicle or other
                    tangible personal property owned by a third party; (B)
                    license agreements; (C) continuing contract for the future
                    purchase of materials, services, supplies or equipment; (D)
                    management, service, consulting or other similar type of
                    contract; (E) computer maintenance agreement;

               (11) distribution or sales agency agreement or arrangement;

               (12) advertising agreement or arrangement (excluding any such
                    contracts or arrangements terminable on ninety (90) days
                    notice or less without penalty or premium);

               (13) warranty agreements;

               (14) with respect to the Business, bonus, incentive or deferred
                    compensation, profit sharing, stock option, retirement,
                    pension, group insurance, death benefit or other fringe
                    benefit plans, trust agreements, vacation pay, severance
                    pay, and other personnel policies or arrangements of Seller
                    pertaining to any of Seller's current or former employees or
                    consultants under which Seller is currently making or may in
                    the future make payments;

               (15) contracts which purport to limit the freedom of EDAC or
                    Gros-ite to engage in any line of business in any geographic
                    area;

               (16) employee invention assignment agreement;

               (17) other contracts material to the Business, operations,
                    results of operations or prospects of EDAC or Gros-ite
                    (other than contracts relating to tangible personal property
                    not constituting Purchased Assets);

               (18) nondisclosure agreements or restrictive covenants; or

               (19) supplier agreements.

               True and correct copies if in writing, and, to Seller's
               Knowledge, if oral, accurate written summaries, of each of the
               foregoing have been delivered to Buyer. Schedule 5.1(w) sets
               forth a list of all of the above enumerated




                                      -34-
<PAGE>   35

               contracts, agreements, commitments, leases and instruments
               relating to the Business which involve commitments in their
               individual capacity in excess of $10,000, except purchase orders
               and invoices. Each agreement, contract, lease, license,
               commitment or instrument of EDAC and Gros-ite described on
               Schedule 5.1(w) (collectively, "Contracts") is in full force and
               effect, and enforceable in accordance with its terms except as
               disclosed on Schedule 5.1(w) and, except as such enforcement may
               be limited by (i) bankruptcy, insolvency, reorganization,
               moratorium or similar laws now or hereafter in effect relating to
               creditors' rights and (ii) the discretion of the appropriate
               court with respect to specific performance, injunctive relief or
               other forms of equitable remedies. Neither EDAC nor Gros-ite has
               received notice that any party to any Contract intends to
               terminate such Contract or to exercise or not exercise any option
               under such Contract. Neither EDAC nor Gros-ite is (with or
               without the lapse of time or the giving of notice, or both) in
               material breach or default under any of the Contracts and no
               other party to any of the Contracts is (with or without the lapse
               of time or the giving of notice, or both) in breach or default
               thereunder. The consummation of the transactions contemplated
               hereby will not create a material default in or result in the
               right of modification or termination of, any Contract.

          (x)  Employee Benefit Plans. Except as disclosed in Schedule 5.1(x),

               (1)  Neither Gros-ite, EDAC, nor any ERISA Affiliate of Seller,
                    contributes to, has ever contributed to, or has ever been
                    required to contribute to, any Multi-Employer Plan, and
                    neither Seller, nor any ERISA Affiliate of Seller, has any
                    liability (including withdrawal liability) under any
                    Multi-Employer Plan.

               (2)  The Employee Welfare Benefit Plans that are group health
                    plans (as defined in "COBRA") have complied in all material
                    respects with requirements of COBRA to provide health care
                    continuation coverage to qualified beneficiaries who have
                    elected, or may elect to have, such coverage. Seller or its
                    agents who administer any of the Employee Welfare Benefit
                    Plans have complied in all material respects and will
                    continue to comply in all material respects through the date
                    of Closing, with the notification and written notice
                    requirements of COBRA. There are no pending or, to Seller's
                    Knowledge, threatened claims, suits, or other proceedings by
                    any employee, former employee, participants or by the
                    beneficiary, dependent or representative of any such person,
                    involving the failure of any Employee Welfare Benefit Plan
                    or of any other group health plan ever maintained by Seller
                    to comply with the health care continuation coverage
                    requirements of COBRA.




                                      -35-
<PAGE>   36

          (y)  Absence of Changes or Events. Except as set forth in Schedule
               5.1(y), since December 30, 2000, EDAC and Gros-ite have conducted
               the Business only in the ordinary course consistent with past
               practice, and there has not been with respect to the Business:
               (1) any change which, individually or in the aggregate, has had a
               material adverse effect on the Business, nor, to Seller's
               Knowledge, are any such changes threatened, anticipated or
               contemplated, (2) any actual or, to Seller's Knowledge,
               threatened, anticipated or contemplated damage, destruction,
               loss, conversion, termination, cancellation, default or taking by
               eminent domain or other action by any governmental body or
               agency, (3) any pending or, to Seller's Knowledge, threatened,
               anticipated or contemplated dispute of a material nature with any
               customer, supplier, employee, landlord, subtenant or licensee of
               EDAC or Gros-ite or any pending or, to Seller's Knowledge,
               threatened, anticipated or contemplated occurrence or situation
               of any kind, nature or description which is reasonably likely to
               result in any reduction in the amount, or any change in the terms
               or conditions which has a material adverse effect, of business
               with any substantial customer or supplier of EDAC or Gros-ite
               which would reasonably be expected, individually or in the
               aggregate, to have a material adverse effect on the Business, (4)
               any material increase in the compensation payable or to become
               payable to the Retained Employees, or agents or consultants of
               Seller engaged in the Business, other than any such increase in
               the ordinary course of business, (5) any material failure to
               comply with any Governmental Requirement, or (6) any sale or
               commitment to sell all or any portion of the Purchased Assets.

          (z)  INTENTIONALLY OMITTED.

          (aa) Compliance with Laws. Except as set forth on Schedule 5.1(aa),
               each of EDAC and Gros-ite is presently and since January 1, 1998
               has been in compliance in all material respects with all
               Governmental Requirements with respect to the Business. Without
               limiting the generality of the foregoing, since January 1, 1998
               with respect to the Business.

               (1)  To Seller's Knowledge, no unresolved charge, complaint,
                    action, suit, proceeding, hearing, investigation, claim,
                    demand, or notice has been filed or commenced against EDAC
                    or Gros-ite alleging any failure to comply with any material
                    Governmental Requirement.

               (2)  Each of EDAC and Gros-ite has complied in all material
                    respects with all applicable Governmental Requirements
                    relating to the employment of labor, employee civil rights,
                    and equal employment opportunities.

               (3)  To Seller's Knowledge, neither EDAC nor Gros-ite has:




                                      -36-
<PAGE>   37


                    (A)  made or agreed to make any contribution, payment,
                         remuneration or gift of funds or property to any
                         governmental official, employee, or agent, customer or
                         supplier where either the contribution, payment or gift
                         or purpose thereof was illegal under any Governmental
                         Requirement or which could reasonably be expected to
                         subject EDAC or Gros-ite to any damage or penalty in
                         any civil, criminal or governmental litigation or
                         proceeding;

                    (B)  established or maintained or agreed to establish or
                         maintain any unrecorded fund or asset for any purpose,
                         or made any false entries on any books or records for
                         any reason; or

                    (C)  made or agreed to make any contribution, or reimbursed
                         any political gift or contribution made by any other
                         person, to any candidate for federal, state, local, or
                         foreign public office where such contribution or
                         reimbursement or the purpose thereof was illegal under
                         any applicable law.

               (4)  Each of EDAC and Gros-ite has filed in a timely manner all
                    material reports, documents and other materials that are or
                    were required to be filed (and the information contained
                    therein was correct and complete in all respects) under all
                    applicable Governmental Requirements, including Section 1877
                    of the Social Security Act.

               (5)  To Seller's Knowledge, Seller has possession of all records
                    and documents with respect to the Business that are or were
                    required to be retained under all applicable and material
                    Governmental Requirements.

          (bb) Licenses; Permits; Certifications. Schedule 5.1(bb) sets forth a
               complete list of all permits, consents, vendor codes, quality
               assurance and related certifications, approvals and other
               authorizations held by Seller and Gros-ite and used in the
               Business.

          (cc) Employee Data. Set forth on Schedule 5.1 (cc) is a list of the
               employees working in the Business ("Business Employees"). Except
               as set forth in Schedule 5.1(cc), with respect to the Business
               Employees and the Business:


               (1)  Seller has no obligation to pay post-retirement health or
                    welfare benefits;



                                      -37-
<PAGE>   38

               (2)  Seller has no employment agreement which is not terminable
                    at will by Seller without notice and without an obligation
                    to pay severance pay;

               (3)  There is no labor strike, dispute, slowdown or work stoppage
                    or lockout actually pending or, threatened against or
                    affecting Seller, and during the past year there has not
                    been any such action;

               (4)  No union organizational campaign is pending or, to Seller's
                    Knowledge, threatened;

               (5)  There is no unfair labor practice charge or complaint
                    against Seller pending or threatened before the National
                    Labor Relations Board nor is there a reasonable basis for
                    any such charge or complaint;

               (6)  During the past three (3) years, no Business Employee or
                    former employee has filed any claim nor, to Seller's
                    Knowledge, does any such employee have a reasonable basis
                    for any action or proceeding against Seller arising out of
                    any statute, ordinance or regulation relating to
                    discrimination in employment or employment practices
                    (including, without limitation, applicable workers'
                    compensation laws, the Fair Labor Standards Act, as amended,
                    Title VII of the Civil Rights Act of 1964, as amended, 42
                    U.S.C. Section 1981, the Rehabilitation Act of 1973, as
                    amended, the Age Discrimination in Employment Act of 1973,
                    as amended, the Family and Medical Leave Act of 1993 or the
                    Americans with Disabilities Act).

          (dd) Billing. With respect to the Business, all billing by EDAC and
               Gros-ite has been true, fair and correct and in compliance in all
               material respects with all applicable Governmental Requirements
               and the policies of its customers.

          (ee) Affiliated Transactions. Except as described in Schedule 5.1(ee),
               with respect to the Business, neither Seller, Gros-ite, nor, to
               Seller's Knowledge, any officer, director or Affiliate of Seller
               (i) owns, directly or indirectly, any economic interest in
               (excepting less than 5% stock holdings in securities of publicly
               traded companies), or is an officer, director, employee or
               consultant of, any Person which is, or is engaged in business as,
               a competitor, lessor, lessee, supplier, distributor, sales agent
               or customer of Seller, (ii) owns, in whole or in part, any
               property that Seller uses in the conduct of the Business, (iii)
               has guaranteed any indebtedness, obligation or contract of the
               Business or provided any assistance with respect thereto, or (iv)
               has any cause of action or other legal claim whatsoever against
               or, except as set forth on the Financial Statements, owes any
               amount to, the Business. To Seller's Knowledge, set forth on



                                      -38-
<PAGE>   39

               Schedule 5.1(ee) is a true and complete list of all transactions
               and services since January 1, 2000 between EDAC, Gros-ite or any
               of their Affiliates relating to the Business.

          (ff) No Brokers. Neither EDAC nor Gros-ite has entered into any
               agreement, arrangement or understanding with any Person which
               will result in the obligation to pay any finder's fee, brokerage
               commission or similar payment in connection with the transactions
               contemplated by this Agreement.

          (gg) Material Misstatements or Omissions. There is no fact,
               transaction or development which EDAC and Gros-ite have not
               disclosed to the Buyer in writing which could, individually or in
               the aggregate, reasonably be expected to have a material adverse
               effect on the Business. None of the representations or warranties
               by EDAC and Gros-ite in this Agreement or in any document
               delivered to the Buyer pursuant to this Agreement or in
               connection with the transactions contemplated by this Agreement
               contains any untrue statement of a material fact, or omits to
               state any material fact necessary to make the statements or facts
               contained therein not misleading.

          (hh) Insurance.

               (1)  Schedule 5.1(hh) sets forth the policies of insurance of the
                    Business, for the Premises, for the leased property at 1838
                    New Britain Avenue, and for the property leased as a parking
                    area from the State of Connecticut presently in force,
                    specifying with respect to each such policy the name of the
                    insurer, type of coverage, term of policy, limits of
                    liability and annual premium. Seller has heretofore
                    delivered to Buyer complete and correct copies of the
                    policies and agreements set forth in Schedule 5.1(hh).

               (2)  The insurance policies set forth on Schedule 5.1(hh) are in
                    full force and effect, all premiums with respect thereto
                    covering all periods up to and including the Closing Date
                    have been paid (except to the extent indicated in Schedule
                    5.1(hh) and no notice of cancellation or termination has
                    been received with respect to any such policy. Such policies
                    are sufficient for material compliance with all requirements
                    of law and all agreements to which the Business is a party;
                    are valid, outstanding and enforceable policies; provide
                    adequate insurance coverage for the assets and operations of
                    the Business; will remain in full force and effect through
                    the respective dates set forth in Schedule 5.1(hh) without
                    the payment of additional premiums; and will not in any way
                    be affected by, or terminate or lapse by reason of, the
                    transactions contemplated by this Agreement or by all other
                    agreements incidental hereto.





                                      -39-
<PAGE>   40

          (ii) Environmental, Health, and Safety Matters. Except as set forth in
               Schedule 5.1(ii),

               (1)  Each of EDAC, Gros-ite and their Affiliates has complied and
                    is in compliance, in all material respects, with all
                    Environmental, Health, and Safety Requirements.

               (2)  Without limiting the generality of the foregoing, each of
                    EDAC, Gros-ite and their Affiliates has obtained and
                    complied with, and is in compliance, in all material
                    respects, with, all permits, licenses and other
                    authorizations that are required pursuant to Environmental,
                    Health, and Safety Requirements for the occupation of the
                    Premises, the leased premises at 1838 New Britain Avenue,
                    and the operation of the Business; a list of all such
                    permits, licenses and other authorizations is set forth on
                    the attached Schedule 5.1(ii).

               (3)  Neither Gros-ite, EDAC nor either of its Affiliates has
                    received any written or oral notice, report or other
                    information regarding any actual or alleged material
                    violation of Environmental, Health, and Safety Requirements,
                    or any liabilities or potential liabilities (whether
                    accrued, absolute, contingent, unliquidated or otherwise),
                    including any investigatory, remedial or corrective
                    obligations, relating to the Business or the Premises
                    arising under Environmental, Health, and Safety
                    Requirements.

               (4)  None of the following exists at the Premises in connection
                    with the Business: (1) underground storage tanks, (2)
                    asbestos-containing material in any form or condition, (3)
                    materials or equipment containing polychlorinated biphenyls,
                    or (4) landfills, surface impoundments, or disposal areas.

               (5)  Neither Gros-ite, EDAC nor any of its Affiliates has
                    treated, stored, disposed of, arranged for or permitted the
                    disposal of, transported, handled, or released any substance
                    in or on the Premises, including without limitation any
                    hazardous substance in a manner that has given or would give
                    rise to material liabilities, including any liability for
                    response costs, corrective action costs, personal injury,
                    property damage, natural resources damages or attorney fees,
                    pursuant to the Comprehensive Environmental Response,
                    Compensation and Liability Act of 1980, as amended,
                    ("CERCLA"), the Solid Waste Disposal Act, as amended,
                    ("SWDA"), or any other Environmental, Health, and Safety
                    Requirements.






                                      -40-
<PAGE>   41

               (6)  Neither this Agreement nor the consummation of the
                    transactions that are the subject of this Agreement will
                    result in any obligations for site investigation or cleanup
                    at the Premises, or notification to or consent of government
                    agencies or third parties, pursuant to any of the so-called
                    "transaction-triggered" or "responsible property transfer"
                    Environmental, Health, and Safety Requirements.

               (7)  Neither EDAC, Gros-ite nor any of their affiliates has,
                    either expressly or by operation of law, assumed or
                    undertaken any liability with respect to the occupation of
                    the Premises or the operation of the Business, including
                    without limitation any material obligation for corrective or
                    remedial action, of any other Person relating to
                    Environmental, Health, and Safety Requirements.

               (8)  To Seller's Knowledge, no facts, events or conditions
                    relating to the Premises will prevent, hinder or limit
                    continued compliance with Environmental, Health, and Safety
                    Requirements, give rise to any investigatory, remedial or
                    corrective obligations pursuant to Environmental, Health,
                    and Safety Requirements, or give rise to any other
                    liabilities (whether accrued, absolute, contingent,
                    unliquidated or otherwise) pursuant to Environmental, Health
                    and Safety Requirements, including without limitation any
                    relating to onsite or offsite releases or threatened
                    releases of hazardous materials, substances or wastes,
                    personal injury, property damage or natural resources
                    damage.

               (9)  Seller hereby acknowledges receipt of a copy of the
                    Environmental Report describing the condition of the
                    Premises. Seller shall indemnify Buyer in accordance with
                    the provisions of Section 8.1 from any liability or expenses
                    incurred by Buyer with respect to the condition of the
                    Premises as set forth in the Environmental Report. Buyer
                    shall indemnify Seller from any liability or expenses
                    incurred by Seller with respect to Buyer's violation with
                    respect to the Premises of CERCLA or SWDA (as each is
                    defined in Section 5.1(ii)) or any other federal, state,
                    local, or foreign statute, regulation, ordinance or other
                    provision having the force or effect of law concerning
                    pollution or protection of the environment.

          (jj) Gros-ite Industries, Inc.. Gros-ite has no tangible assets other
               than its rights under the LTA and has no employees. Gros-ite is
               wholly owned by EDAC.





                                      -41-
<PAGE>   42

          (kk) Inventory. All of Seller's inventory, and all inventory of Seller
               reflected on the Most Recent Financial Statements is good and
               saleable, in the ordinary course of business, (as such terms are
               defined by GAAP).

                                   ARTICLE VI
          REPRESENTATIONS AND WARRANTIES OF BUYER AND TOMZ CORPORATION

     Section 6.1 Buyer and TOMZ Corporation's Representations

     Each of Buyer and TOMZ Corporation hereby, jointly and severally,
represents and warrants to Seller as follows:

          (a)  Organization and Good Standing. Each of Buyer and TOMZ
               Corporation is a Connecticut corporation, duly organized, validly
               existing and in good standing under the laws of the State of
               Connecticut. Each of Buyer and TOMZ Corporation has full power
               and authority to conduct its business as presently being
               conducted and to own and lease its properties and assets.

          (b)  Authority; Authorization; Binding Effect. Buyer and TOMZ
               Corporation have all necessary power and authority to execute and
               deliver this Agreement, to consummate the transactions
               contemplated by this Agreement and to perform its obligations
               under this Agreement. Copies of resolutions of the members and
               board of directors of Buyer and TOMZ Corporation, respectively,
               in the form attached as Schedule 6.1(b) with respect to the
               transactions contemplated by this Agreement, will be delivered to
               Seller at the Closing. This Agreement has been duly executed and
               delivered by Buyer and TOMZ Corporation and constitutes a legal,
               valid and binding obligation of Buyer and TOMZ Corporation,
               enforceable against Buyer and TOMZ Corporation in accordance with
               its terms, except as such enforcement may be limited by (1)
               bankruptcy, insolvency, reorganization, moratorium or similar
               laws now or hereafter in effect relating to creditors' rights and
               (2) the discretion of the appropriate court with respect to
               specific performance, injunctive relief or other forms of
               equitable remedies.

          (c)  No Conflict or Violation. The execution and delivery of this
               Agreement, the consummation of the transactions contemplated by
               this Agreement and the performance by Buyer and TOMZ Corporation
               of its obligations under this Agreement, do not and will not
               result in or constitute: (1) a violation of or a conflict with
               any provision of the certificate of corporation of Buyer or TOMZ
               Corporation; (2) a breach of, a loss of rights under, or
               constitute an event, occurrence, condition or act which is or,
               with the giving of notice, the lapse of time or the happening of
               any future event or condition, would become, a material default
               under, any term or provision of any contract, agreement,
               indebtedness, lease, commitment, license, franchise, permit,
               authorization or concession to which Buyer is a party; or




                                      -42-
<PAGE>   43

               (3) a violation by Buyer or TOMZ Corporation of any statute,
               rule, regulation, ordinance, code, order, judgment, writ,
               injunction, decree or award.

          (d)  No Proceedings. There is no action, order, writ, injunction,
               judgment or decree outstanding or claim, suit, litigation,
               proceeding, arbitral action or investigation pending or
               threatened against, relating to or affecting in any adverse
               manner, Buyer, TOMZ Corporation or the transactions contemplated
               by this Agreement.

          (e)  No Brokers. Buyer and TOMZ Corporation have not entered into any
               agreement, arrangement or understanding with any Person which
               will result in the obligation to pay any finder's fee, brokerage
               commission or similar payment in connection with the transaction
               contemplated hereby.

          (f)  Material Misstatements or Omissions. There is no fact,
               transaction or development which Buyer or TOMZ Corporation has
               not disclosed to Seller, in writing, which could, individually or
               in the aggregate, reasonably be expected to have a material
               adverse effect on Seller in its conduct of the Business. None of
               the representations or warranties by Buyer and TOMZ Corporation
               in this Agreement or in any document delivered to the Seller
               pursuant to this Agreement or in connection with the transactions
               contemplated by this Agreement contains any untrue statement of a
               material fact, or omits to state any material fact necessary to
               make the statements or facts contained therein not misleading.

          (g)  Licenses; Permits. Buyer has all permits and licenses, other than
               the Pratt and Whitney Vendor Code referenced in Section 7.1(a),
               required in connection with Buyer's use of the Purchased Assets
               in the operation of its business.

          (h)  Insurance. As of the Closing Date Buyer shall have in force and
               shall maintain in force and effect during the Claims Period, a
               policy of products liability insurance, including an aerospace
               rider, in the amount of at least $10,000,000, which policy shall
               be a "claims made" policy and which shall list Seller as an
               additional insured.

                                  ARTICLE VII
                            COVENANTS AND CONDUCT OF
                       THE PARTIES PRIOR TO OR ON CLOSING

     Section 7.1 Pre-Closing Covenants. EDAC and Gros-ite, jointly and
severally, on the one hand, and Buyer on the other hand, each covenant with the
other as follows:




                                      -43-
<PAGE>   44

          (a)  Contracts with Pratt and Whitney. On or prior to the Closing
               Date, EDAC and Gros-ite shall have secured the written consent of
               Pratt and Whitney to the assignment to Buyer of the LTA and to
               the assignment to Buyer of all of Seller's and Gros-ite's right,
               title and interest in and to the Purchase Orders and all orders
               which originated pursuant to the MRP.

          (b)  Seller's Insurance. Seller shall maintain in full force and
               effect during the Claims Period, a policy of products liability
               insurance, including an aerospace rider, in the amount of at
               least $10,000,000, which policy shall be a "claims made" policy
               and which shall list Buyer as an additional insured.

     Section 7.2 Right of Entry. Seller covenants that Buyer and its
Representatives shall have the right upon the signing of this Agreement to enter
the Premises and the premises at which the Business is operated at reasonable
times and shall have at all times, access to the Premises, at which the
Purchased Assets are located and to the books and records of the Seller, but
only as they relate to the Business, and that Seller shall furnish to Buyer and
its representatives such financial and operating data, and such other
information with respect to the Business and Purchased Assets as Buyer shall,
from time to time, reasonably request in connection therewith Buyer and its
representatives shall be privileged to contact and communicate with Seller's
management personnel, vendors, customers, manufacturers of its machinery and
equipment, and other persons having business dealings with the Business,
provided however that Buyer and its representatives shall first obtain the
written consent of Seller, which consent shall not be unreasonably withheld;
provided further, Buyer's access and inspection rights granted hereunder shall
not unreasonably interfere with the normal conduct of the Business.

     Section 7.3. Conduct of Business. In addition to the other affirmative
covenants set forth in this Agreement and to induce Buyer to execute this
Agreement, Seller covenants that, from the date hereof until the Closing, except
as explicitly permitted otherwise by this Agreement or otherwise consented to in
writing by Buyer or otherwise affected by the review and advisory services
rendered by TOMZ Corporation to EDAC pursuant to the Consulting Services
Agreement between EDAC and TOMZ Corporation effective as of March 12, 2001, it
shall:

          (a)  Use its best efforts to conduct the Business in the ordinary
               course and in the same manner as that in which it has been
               conducting the Business in accordance with all applicable and
               material laws, rules, regulations and ordinances of all federal,
               state and local governments; and maintain its books of account in
               a manner that fairly and accurately reflects in all material
               respects its income, expenses and liabilities consistent with
               prior practice;

          (b)  Use its best efforts to maintain and preserve the organization of
               the Business intact and preserve its relationships with
               employees, customers,




                                      -44-
<PAGE>   45

               vendors and others having business relations with it, so that its
               business shall be unimpaired in every material respect on the
               date of the Closing.

          (c)  Notify the Buyer of any material problem or development with
               respect to its business and of any other events or occurrences
               which would constitute a material breach of warranty or violation
               of any covenant hereunder;

          (d)  Maintain the Purchased Assets and the Premises in normal
               operating condition, ordinary wear and tear excepted, and make
               all customary repairs and improvements thereto, PROVIDED,
               HOWEVER, that in the event that such repairs and improvements
               necessary for one or more of the Purchased Assets shall exceed
               the purchase price established for such Purchased Assets, then
               the Seller shall deliver the affected Purchased Assets to the
               Buyer without making such repairs and improvements and the Buyer
               shall pay Seller for affected Purchased Assets their respective
               residual scrap value;

          (e)  Maintain its corporate existence, good standing, and
               qualifications to do business and to continue to conduct its
               business;

          (f)  Use its best efforts to maintain and keep its contract rights,
               vendor codes and quality assurances certifications;

          (g)  Keep in full force and effect insurance comparable in amount and
               scope of coverage to that now maintained by it;

          (h)  Pay and discharge when due all Taxes and other governmental
               charges lawfully imposed upon it, the Acquired Assets, the
               Premises, or any of its properties.

     Section 7.4. Lien Releases and Tax Clearance. At the Closing, the Seller
shall deliver to the Buyer complete releases of all liens or security interests
in any of the Purchased Assets, or copies of such releases and written evidence
of the secured parties' commitment to deliver said releases in connection with
the Closing and written responses from the Connecticut tax department or other
appropriate authority to Seller's request for tax clearance certificates
regarding income, corporate and unemployment taxes and charges and related taxes
and charges due by Seller through the date of Closing.

                                  ARTICLE VIII
                            COVENANTS AND CONDUCT OF
                            THE PARTIES AFTER CLOSING

     Section 8.1 Survival and Indemnifications

          (a)  Survival of Representations, Warranties, Covenants and
               Agreements.



                                      -45-
<PAGE>   46

               (1)  All representations and warranties made by Seller contained
                    in this Agreement shall survive the Closing Date for the
                    duration of the Claims Period; except that all
                    representations and warranties contained in Section 5.1(h)
                    shall survive the Closing Date indefinitely. Any claim
                    initiated by Buyer with respect to such representations and
                    warranties must be made during the Claims Period, except for
                    claims relating to the representations and warranties in
                    Section 5.1(h), as to which claims may be made at any time
                    after the Closing. Except with respect to information
                    disclosed by Seller in this Agreement or otherwise known to
                    Buyer, all of said representations and warranties shall in
                    no respect be limited or diminished by any past or future
                    inspection, investigation, examination or possession
                    (whether before or after the Closing) on the part of Buyer
                    or its Representatives, unless waived in writing by Buyer.
                    All covenants and agreements made by Seller contained in
                    this Agreement (including, without limitation, the
                    indemnification obligations set forth in this Section) shall
                    survive the Closing Date until fully performed or
                    discharged.

               (2)  All representations and warranties made by Buyer contained
                    in this Agreement shall survive the Closing Date for the
                    duration of the Claims Period. Any claim initiated by Seller
                    with respect to such representations and warranties must be
                    made during the Claims Period. All covenants and agreements
                    made by Buyer contained in this Agreement (including,
                    without limitation, the indemnification obligations set
                    forth in this Section) shall survive the Closing Date until
                    fully performed or discharged.

          (b)  Indemnification by Seller. EDAC and Gros-ite, jointly and
               severally, hereby indemnify and agree to defend and hold harmless
               Buyer from and against any and all loss, liability, deficiency,
               damage suffered or incurred, actions, suits, proceedings, claims,
               demands, investigations, assessments, judgments, costs and
               expenses (including, but not limited to reasonable legal and
               accounting fees and expenses) (collectively "Losses"), in respect
               of the following:

               (1)  the breach of any representation or warranty by EDAC or
                    Gros-ite contained in this Agreement, PROVIDED, HOWEVER,
                    that no claim for breach of any representation or warranty
                    shall be made with respect to any item disclosed herein;

               (2)  the nonfulfillment of any covenant or agreement by EDAC or
                    Gros-ite contained in this Agreement (including, without
                    limitation, the payment or performance by EDAC or Gros-ite
                    of any liability which is not an Assumed Liability);



                                      -46-
<PAGE>   47

               (3)  the operation of the Business or the use or ownership of the
                    Purchased Assets by EDAC or Gros-ite or any predecessor of
                    EDAC or Gros-ite on or prior to the Closing Date (except to
                    the extent that such Losses constitute an Assumed
                    Liability);

               (4)  any repairs or replacements to the Tangible Personal
                    Property required as a result of a change in the condition
                    of the Purchased Assets (normal wear and tear excepted) from
                    the date of execution of this Agreement through the Closing
                    Date, exceeding $2,000 in the aggregate for all Tangible
                    Personal Property or $1,000 for any single item of Tangible
                    Personal Property, PROVIDED, HOWEVER, that in the event that
                    such repairs and replacements to any single item of the
                    Tangible Personal Property shall exceed the purchase price
                    established for such item of Tangible Personal Property,
                    then the Seller shall deliver such item of Tangible Personal
                    Property to the Buyer without making such repairs or
                    replacements and Buyer shall pay Seller for such item of
                    Tangible Personal Property its residual scrap value; and

               (5)  in respect of any Tax Liability of Seller whether arising at
                    any time prior to, at, or after the Closing Date, without
                    regard to any limitation concerning the amount or timing of
                    indemnification contained in this Agreement.

          (c)  Indemnification by Buyer and TOMZ Corporation. Buyer and TOMZ
               Corporation in accordance with its Guaranty, jointly and
               severally hereby indemnify and agree to defend and hold harmless
               Seller from and against any Losses and in respect of:

               (1)  the breach of any representation or warranty by Buyer or
                    TOMZ Corporation contained in this Agreement;

               (2)  the nonfulfillment of any covenant or agreement by Buyer or
                    TOMZ Corporation contained in this Agreement (including,
                    without limitation, the payment and performance by Buyer of
                    the Assumed Liabilities); and

               (3)  the operation of the Business after the Closing Date
                    excluding Seller's warranty obligations and other
                    obligations not assumed by Buyer.

          (d)  Notification and Defense of Claims or Actions.

               (1)  As used in this Section, any party seeking indemnification
                    pursuant to this Section is referred to as an "indemnified
                    party" and any




                                      -47-
<PAGE>   48

                    party from whom indemnification is sought pursuant to this
                    Section is referred to as an "indemnifying party." An
                    indemnified party which proposes to assert the right to be
                    indemnified under this Section shall submit a written demand
                    for indemnification setting forth in summary form the facts
                    as then known which form the basis for the claim for
                    indemnification. With respect to claims based on actions by
                    third parties, an indemnified party shall, within twenty
                    (20) days after the receipt of notice of the commencement of
                    any claim, action, suit or proceeding against it in respect
                    of which a claim for indemnification is to be made against
                    an indemnifying party, notify the indemnifying party in
                    writing of the commencement of such claim, action, suit or
                    proceeding, enclosing a copy of all papers served; provided,
                    however, that the failure to so notify the indemnifying
                    party of any such claim, action, suit or proceeding shall
                    not relieve the indemnifying party from any liability which
                    it may have to the indemnified party, except to the extent
                    that the indemnifying party is prejudiced thereby.
                    Thereafter, the indemnified party shall deliver to the
                    indemnifying party, within twenty (20) days after receipt by
                    the indemnified party, copies of all further notices
                    relating to such claim.

               (2)  If a third-party claim is made for which an indemnified
                    party is entitled to indemnification pursuant to this
                    Section, the indemnifying party will be entitled to
                    participate in the defense of such claim and, if the
                    indemnifying party so chooses, and provided that the
                    indemnifying party acknowledges the indemnifying party's
                    obligation to indemnify the indemnified party, to assume
                    primary responsibility for the defense of such claim with
                    counsel selected by the indemnifying party and not
                    reasonably objected to by the indemnified party.

               (3)  If the indemnifying party assumes the defense of a
                    third-party claim as set forth in paragraph (2) of this
                    Section, then (A) in no event will an indemnified party
                    admit any liability with respect to, or settle, compromise
                    or discharge, any such claim without the indemnifying
                    party's prior written consent and (B) each indemnified party
                    shall be entitled to participate in, but not control, the
                    defense of such claim with its own counsel at its own
                    expense. If the indemnifying party does not assume the
                    defense of any such claim, an indemnified party may defend
                    such claim in a manner as it may deem appropriate
                    (including, but not limited to, settling such claim, after
                    giving twenty (20) days prior written notice of such
                    settlement to the indemnifying party, on such terms as the
                    indemnified party may deem appropriate); provided, however,
                    that if the indemnifying party has acknowledged the
                    indemnifying party's obligation to indemnify the indemnified
                    party, the




                                      -48-
<PAGE>   49

                    indemnified party may not settle such claim without the
                    consent of the indemnifying party.

          (c)  Limitations on Indemnification.

               (1)  Basket and Cap. Except with respect to the purchase price
                    adjustment as set forth in Section 3.2, a claim for breach
                    of Section 5.1(kk), warranty work performed by Buyer on
                    behalf of Seller pursuant to Section 2.10, and Losses of
                    Buyer, if any, arising from the claim of Ralph Bello and
                    Vera Associates Limited Partnership v. Gros-Ite Spindle, a
                    division of Gros-Ite Industries and Apex Machine Tool
                    Company, Inc., et al. Docket No. CV01-72993-S, with respect
                    to which Seller's obligation to indemnify Buyer and TOMZ
                    Corporation shall not be limited in any respect, Seller, on
                    the one hand, and Buyer and TOMZ Corporation, on the other
                    hand, shall indemnify the other party's indemnified persons
                    to the extent of all Losses; provided, however, that no
                    obligation to indemnify shall arise until the aggregate
                    amount of the Losses equals or exceeds Fifty Thousand
                    Dollars ($50,000); provided further, however, that neither
                    party's obligation to indemnify the other party's
                    indemnified persons shall exceed the Purchase Price as set
                    forth in Section 3.1 hereof.

               (2)  Claims Net of Certain Items. The amount of any Losses for
                    which indemnification is provided under Sections 8.1(b) and
                    8.1(c) above shall be net of (A) any amounts recovered or
                    recoverable by the indemnified person pursuant to any
                    indemnification by or indemnification agreement with any
                    third party, and (B) any insurance proceeds or other cash
                    receipts or sources of reimbursement available as an offset
                    against such Losses (and no right of subrogation shall
                    accrue to any insurer or third party indemnitor hereunder).

               (3)  Exclusion of Certain Damages. No party shall be responsible
                    for any indirect, special, punitive or consequential damages
                    whatsoever, including loss of profits or goodwill, in
                    connection with this Agreement. This limitation shall not
                    apply in the case of damages caused by deliberate and/or
                    intentional acts or omissions of any party.

     Section 8.2 Access to Retained Customer Records. For a period of up to
three (3) years following the Closing Date, Seller will provide Buyer with
access to the Retained Customer Records at all reasonable times.




                                      -49-
<PAGE>   50

     Section 8.3 Buyer's Defects. Buyer shall correct and be responsible for any
defect in the Work In Process Inventory which is attributable to the fault of
Buyer.

     Section 8.4 Covenant Not To Use Name. Seller and Gros-ite each hereby
covenant and agree that except as required for reporting purposes, it will not,
from the Closing Date forward, use in any manner, the name "Gros-ite Engineered
Components Division." Buyer and TOMZ Corporation each hereby covenant and agree
that it will not, from the Closing Date forward, use in any manner, the name
"Gros-ite" except in connection with the name "Gros-ite Engineered Components
Division of TOMZ Corporation."

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.1 Expenses; Agreements Not to Market Assets. Buyer and Seller
agree that each shall pay their own expenses incident to the negotiations of
this Agreement and other matters concerning the contemplated transactions,
including, without limitation, attorneys' fees, accountants' fees, and recording
and filing fees. Seller agrees that Seller shall not market, solicit offers for,
or enter into negotiations regarding, any of the Purchased Assets or the
Business or offer for sale (nor permit to be offered for sale) other than in the
ordinary course of business the Purchased Assets or the Business so long as
Seller shall be bound by this Agreement.

     Section 9.2 Casualty. The risk of loss, destruction, casualty,
condemnation, eminent domain or damage to the Purchased Assets prior to the
Closing Date shall be borne by Seller. If prior to the Closing Date all or any
portion of the purchased Assets or the Premises is damaged by fire or other
casualty, then Seller shall, at its expense, repair the damaged property to
substantially the same condition as before the damage. In the event such damage
cannot be or is not repaired before the Closing Date or if such damage exceeds
Three Hundred Thousand Dollars ($300,000), Buyer shall proceed to Closing if the
insurance proceeds relating to such damage are adequate to cover replacement of
the property and are paid to Buyer at Closing. If such insurance proceeds are
not sufficient or not payable to Buyer at Closing, then Buyer may at its sole
option terminate this Agreement, in which event the parties shall be relieved of
all further liability hereunder and the Deposit shall be returned to Buyer.

     Section 9.3

          (a)  Right of Termination and Procedure for Default. In the event that
               on or before May 31, 2001:

               (1)  Seller has not provided to Buyer written evidence of the
                    consent of EDAC's and Gros-ite's shareholders and Board of
                    Directors properly authorizing EDAC and Gros-ite to enter
                    into this Agreement and consummate the transactions
                    contemplated hereby;

               (2)  the Consent to Assignment of the LTA in the form attached as
                    Exhibit I has not been executed by all




                                      -50-
<PAGE>   51

                    parties and Pratt & Whitney, PROVIDED, HOWEVER, that the
                    only contingency that shall give rise to a right of
                    termination under this Section 9.3(a)(2) is the failure for
                    any reason whatsoever to obtain the consent of Pratt &
                    Whitney; and

               (3)  Seller has not obtained the consents of General Electric
                    Capital Corporation and Fleet National Bank to this
                    Agreement and the consummation of the transactions
                    contemplated hereby.

then Buyer, by written notice to Seller, at its option, and Seller, by written
notice to Buyer with respect to failure to obtain Pratt & Whitney consent or
General Electric Capital Corporation and Fleet National Bank consents only, at
its option, may terminate this Agreement. Termination by either Buyer or Seller,
as the case may be, shall be effective upon the other party's receipt of such
notice of termination.

     In the event of such termination of this Agreement all of the Seller's and
Buyer's obligations hereunder shall terminate without further loss, cost,
damage, claim, right or remedy in favor of any party, and none of the parties
hereto shall have any further liability or responsibility to the other without
the need to exchange releases to confirm same, except that the Deposit, shall be
returned within five (5) days to Buyer.

          (b)  Default by the Seller. In the event that all of the conditions
               precedent set forth in this Agreement have been satisfied or
               waived by the Buyer on or prior to the Closing Date, and the
               Buyer is ready, willing and able to proceed with the Closing, but
               the Seller is unable, unwilling or refuses to consummate the
               Closing in accordance with the terms and conditions of this
               Agreement, or in the event that the Seller is otherwise in breach
               of this Agreement, then the Buyer may proceed to protect and
               enforce its rights by an action at law, suit in equity or other
               appropriate proceeding, whether for the specific performance of
               any agreement contained herein or in any other documents,
               agreements or instruments from the Seller, or for the injunction
               against a violation of any of the terms hereof or thereof, or in
               and of the exercise of any power granted hereby or thereby or by
               law. The Seller recognizes that in such event, any remedy at law
               may prove to be inadequate relief to the Buyer and therefore the
               Buyer may obtain any such equitable relief, including, without
               limitation, temporary and permanent injunctive relief in any such
               case without the necessity of posting a bond or proving actual
               damages. No course of dealing and no delay on the part of the
               Buyer in exercising any right shall operate as a waiver thereof
               or otherwise prejudice the Buyer's rights. No right conferred
               hereby or by any other document, agreement or instrument from the
               Seller upon the Buyer shall be exclusive of any other right
               referred to herein or therein or now or hereafter available at
               law, in equity, by statute or otherwise. Without limiting the
               generality of the foregoing, the Buyer shall be entitled to all
               damages and remedies available to Buyer under all applicable laws
               as a result of such default, including, without limitation,




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<PAGE>   52

               the return of the deposit together with the interest thereon,
               together with reasonable attorneys' fees and expenses incurred by
               the Buyer to enforce this Agreement; provided, however, that
               monetary damages shall be limited in the aggregate to the
               Purchase Price as set forth in Section 3.1 hereof.

          (c)  Default by Buyer. In the event that the Seller is ready, willing
               and able to proceed with the Closing and all conditions precedent
               set forth in this Agreement have been satisfied but the Buyer
               fails to complete the transactions contemplated in this
               Agreement, which failure is due exclusively to the unwillingness,
               inability or refusal of the Buyer to fulfill its obligations at
               such Closing, then the Seller may terminate this Agreement and
               retain the Deposit, together with the sum of Four Hundred
               Thousand Dollars ($400,000) to be paid by Buyer to seller as
               liquidated damages for all losses, damages, and expenses suffered
               by the Seller, and this shall be the Seller's sole and exclusive
               remedy at law or in equity. In such event, this Agreement shall
               terminate without further loss, cost, damage, claim, right or
               remedy in favor of any party against the other, without the need
               for the exchange of releases.

     Section 9.4 Further Assurances. Both before and after the Closing Date,
each party will cooperate in good faith with each other party and will take all
appropriate action and execute any agreement, instrument or other writing of any
kind which may be reasonable necessary or advisable to carry out and confirm the
transactions contemplated by this Agreement (including, but not limited to,
obtaining consents or approvals from any Person for the transfer of the
purchased Assets that are transferred subject to consent or approvals being
obtained).

     Section 9.5 Notices. All written communications to parties required
hereunder shall be in writing and (i) delivered in person, (ii) mailed by
registered or certified mail, return receipt requested, (such mailed notice to
be effective four days after the date it is mailed) or (iii) sent by facsimile
transmission, with confirmation sent by way of one of the above methods, to the
party at the address given below for such party (or to such other address as
such party shall designate in a writing complying with this Section, delivered
to the other parties);

     If to a Seller, addressed to:

                          EDAC Technologies Corporation
                             1806 New Britain Avenue
                            Farmington, CT 06032-3114
                       Attention: Chief Executive Officer

          With a copy to:

              Reinhart Boerner Van Deuren Norris & Rieselbach, S.C.
                             1000 North Water Street
                                 P.O. Box 514000




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<PAGE>   53

                         Milwaukee, Wisconsin 53203-3400
                       Attention: Daniel J. Brink, Esquire
                            Telephone: (414) 298-1000
                           Telecopier: (414) 298-8097

          If Buyer, addressed to:

              Gros-ite Engineered Components Division of TOMZ, Inc.
                                47 Episcopal Road
                         Berlin, Connecticut 06037-1522
                         Attention: Zbigniew Matulaniec

          With a copy to:

                    Eisenberg, Anderson, Michalik & Lynch LLP
                              136 West Main Street
                                  P.O. Box 2950
                       New Britain, Connecticut 06050-2950
                      Attention: Stephen J. Anderson, Esq.
                            Telephone: (860) 229-4855
                           Telecopier: (860) 223-4026

     Section 9.6 Public Statements. The parties to this Agreement agree to
cooperate, both prior to and after the Closing, in issuing any press releases or
otherwise making public statements with respect to the transactions contemplated
by this Agreement, and no press release or other public statements shall be
issued without the joint consent of the parties to this Agreement, which consent
shall not be unreasonably withheld or delayed.

     Section 9.7 Choice of Law. This Agreement shall be construed, interpreted
and the rights of the parties determined in accordance with the laws of the
State of Connecticut without regard to principles of conflicts of law, except
that, with respect to matters of law concerning the internal corporate affairs
of any corporate entity which is a party to or the subject of this Agreement,
the law of the jurisdiction under which the respective entity was organized
shall govern.

     Section 9.8 Titles. The headings of the articles and sections of this
Agreement are inserted for convenience of reference only and shall not affect
the meaning or interpretation of this Agreement.

     Section 9.9 Waiver. No failure of any party to this Agreement to require,
and no delay by any party to this Agreement in requiring, any other party to
this Agreement to comply with





                                      -53-
<PAGE>   54

any provision of this Agreement shall constitute a waiver of the right to
require such compliance. No failure of any party to this Agreement to exercise,
and no delay by any party to this Agreement in exercising, any right or remedy
under this Agreement shall constitute a waiver of such right or remedy. No
waiver by any party to this Agreement of any right or remedy under this
Agreement shall be effective unless made in writing. Any waiver by any party to
this Agreement of any right or remedy under this Agreement shall be limited to
the specific instance and shall not constitute a waiver of such right or remedy
in the future.

     Section 9.10 Effective; Binding. This Agreement shall be effective upon the
due execution hereof by all of the parties to this Agreement. Upon it becoming
effective, this Agreement shall be binding upon the parties to this Agreement
and upon each successor and assignee of the parties to this Agreement and shall
inure to the benefit of, and be enforceable by, the parties to this Agreement
and each successor and assignee of the parties to this Agreement; provided,
however, that, except as provided for in the following sentence, no party shall
assign any right or obligation arising pursuant to this Agreement without first
obtaining the written consent of the other parties.

     Section 9.11 Entire Agreement. This Agreement contains the entire agreement
among the parties to this Agreement with respect to the subject of this
Agreement, and supersedes each course of conduct previously pursued, accepted or
acquiesced in, and each written and oral agreement and representation previously
made, by the parties to this Agreement with respect thereto, including, without
limitation, the certain letter agreement, dated January 22, 2001, between Seller
and Buyer.

     Section 9.12 Modification. No course of performance or other conduct
hereafter pursued, accepted or acquiesced in, and no oral agreement or
representation made in the future, by any party to this Agreement, whether or
not relied or acted upon, and no usage of trade, whether or not relied or acted
upon, shall modify or terminate this Agreement, impair or otherwise affect any
obligation of any party to this Agreement pursuant to this Agreement or
otherwise operate as a waiver of any such right or remedy. No modification of
this Agreement or waiver of any such right or remedy shall be effective unless
made in writing duly executed by the parties to this Agreement.

     Section 9.13 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument. Any party may execute
this Agreement by facsimile signature and the other party shall be entitled to
rely on such facsimile signature as evidence that this Agreement has been duly
executed by such party. Any party executing this Agreement by facsimile
signature shall immediately forward to the other party an original signature
page by overnight mail.

     Section 9.14 Consent to Jurisdiction. Each party to this Agreement hereby
(i) consents to the jurisdiction of the Untied States District Court for the
District of Connecticut or, if such court does not have jurisdiction over such
matter, the applicable state court in the State of Connecticut, and (ii)
irrevocably agrees that all actions or proceedings arising out of or relating to
this Agreement shall be litigated in such court. Each party to this Agreement
accepts for





                                      -54-
<PAGE>   55

himself or itself and in connection with his or its properties, generally and
unconditionally, the exclusive jurisdiction and venue of the aforesaid courts
and waives any defense of forum non-conveniens or any similar defense, and
irrevocably agrees to be bound by any non-appealable judgment rendered thereby
in connection with this Agreement.

     Section 9.15 Confidential Information. Seller and Buyer recognizes the
interest of each in maintaining the confidential nature of their businesses and
each agrees that it will not, directly or indirectly, at any time whatsoever,
disclose or in use in any manner any proprietary matter related to the business
of the other, knowledge of which, it has acquired as a result of the negotiation
of these transactions contemplated by this Agreement.

     Section 9.16 Successors and Assigns. All of the terms of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
successors and permitted assigns of the parties hereto.

     Section 9.17 Arbitration Procedure.

          (a)  Any dispute, controversy or claim arising out of or relating to
               this Agreement, or to a breach hereof, including, without
               limitation, its interpretation, performance or termination, shall
               be finally resolved by binding arbitration before three neutral
               arbitrators. The arbitration shall be in accordance with the
               Commercial Arbitration rules of the American Arbitration
               Association which shall administer the arbitration and act as
               appointing authority. The arbitration including, without
               limitation, the rendering of the award, shall take place in
               Hartford, Connecticut and shall be the exclusive forum for
               resolving such dispute, controversy or claim, subject to Section
               9.17(b). The award of the arbitrators shall be final and binding
               upon the parties to this Agreement but subject to the
               requirements of the Connecticut Arbitration Act. The expense of
               the arbitration (including, without limitation, the award of
               reasonable attorneys' fees to the prevailing party) shall be
               awarded as the arbitrators determine. Judgment may be entered on
               the award by any court of competent jurisdiction in Connecticut.

          (b)  Nothing in Section 9.17(a) shall prohibit a party from
               instituting litigation in aid of the arbitration proceeding and
               to obtain preliminary injunctive relief to maintain the status
               quo or a prejudgment remedy securing a claim for monetary
               damages.




                                      -55-
<PAGE>   56

         IN WITNESS WHEREOF, the parties have executed this Agreement on this
day and year indicated at the beginning of this Agreement.


                                        SELLER: GROS-ITE INDUSTRIES, INC.


                                        By: /s/ Richard A. Dandurand
                                            ------------------------------------

                                            Its President


                                        SELLER: EDAC TECHNOLOGIES CORPORATION


                                        By: /s/ Richard A. Dandurand
                                            ------------------------------------
                                            Richard Dandurand
                                            Its President


                                        BUYER: GROS-ITE ENGINEERED COMPONENTS
                                        DIVISION OF TOMZ, INC.


                                        By: /s/ Zbigniew Matulaniec
                                            ------------------------------------
                                            Zbigniew Matulaniec
                                            Its Chief Executive Officer



                                        TOMZ CORPORATION: TOMZ CORPORATION


                                        By: /s/ Zbigniew Matulaniec
                                            ------------------------------------
                                            Zbigniew Matulaniec
                                            Its Chief Executive Officer




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