SHARE PURCHASE AGREEMENT


        THIS SHARE PURCHASE AGREEMENT entered into this 29th day of April, 1998,

B E T W E E N :

                  MESTEK CANADA INC., a corporation incorporated under the
                  laws of Ontario

                  (hereinafter called "Mestek")

                                                      - and -

                  1291893 ONTARIO INC., a corporation incorporated under the
                  laws of Ontario

                  (hereinafter called "Buyer")

                                                      - and -

                  SUSAN RUSCIO, an individual residing in the City of 
                  Mississauga, in the Province of Ontario

                  (hereinafter called "Susan")

                                     - and -

                  GIUSEPPE RUSCIO, an individual residing in the City of 
                  Mississauga, in the Province of Ontario

                  (hereinafter called "Giuseppe")

                                     - and -

                  MARIA TERESA RUSCIO, an individual residing in the City of 
                  Vaughan, in the Province of Ontario

                  (hereinafter called "Teresa")

                                     - and -

                  ANTONIO RUSCIO, an individual residing in the City of Vaughan,
                  in the Province of Ontario

                  (hereinafter called "Antonio")

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                                     - and -

                  DOMENIC S. RUSCIO, an individual residing in the City of
                  Mississauga, in the Province of Ontario

                  (hereinafter called "Domenic")

                                     - and -
                  ALESSANDRA RUSCIO, an individual residing in the City of
                  Mississauga, in the Province of Ontario

                  (hereinafter called "Alessandra")


WITNESSES THAT:

         WHEREAS  Susan,  Giuseppe,  Teresa,  Antonio,  Domenic  and  Alessandra
(hereinafter  collectively  referred to as the Sellers,  and  individually  as a
"Seller")  collectively  own all of the  issued  and  outstanding  shares in the
capital stock of Companies;

         AND WHEREAS  Buyer wishes to purchase  from the Sellers and the Sellers
wish to sell to Buyer all of the shares in the  capital  stock of the  Companies
issued and outstanding as at the Closing Date (the "Shares");

         AND WHEREAS Buyer is an affiliate of Mestek;

         NOW THEREFORE in consideration of the mutual terms and covenants herein
contained  and of  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is acknowledged by each of the parties hereto,  the parties
hereto agree as follows:

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

1.1      Definitions:  In this Agreement,  including the recitals hereto and the
         Schedules  and  Exhibits  hereto  annexed,   the  following  words  and
         expressions shall have the following meanings:

         "Accountants" means Kirkham & Thompson, Chartered Accountants, the 
         accountants of the Companies;

         "Accounts  Receivable" means all accounts  receivable,  trade accounts,
         notes  receivable,  book debts and other  debts due or  accruing to the
         Companies and the benefit of all security for such accounts,  notes and
         debts;

         "Affiliated  Corporation" with reference to any particular  corporation
         shall have the meaning attributed to "Affiliated body corporate" as set
         forth in the Business Corporations Act (Ontario);


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         "Agreement"  means  this share  purchase  agreement  between  Buyer and
         Sellers together with all Schedules and Exhibits hereto;

         "Approvals"   means  (i)  all   governmental   and  other   regulatory,
         administrative or court approvals, orders, consents,  authorizations or
         permits, including all notifications thereto and all filings therewith,
         in Canada and elsewhere,  required in connection with the completion of
         any of the  transactions  contemplated by this Agreement;  and, (ii) if
         applicable,  any order or decision of any  governmental,  regulatory or
         administrative  authority or any court to allow or to not disallow,  or
         the failure of such authority to disallow, the completion of any of the
         transactions contemplated by this Agreement. Where the term "Approvals"
         contemplates  a  governmental,   regulatory,  administrative  or  court
         approval,  order or  decision,  it shall be deemed to mean an approval,
         order or decision  granting the approval  sought without  conditions or
         with only such conditions as are acceptable to Buyer acting reasonably,
         which  approval,  order or decision is by its terms final and effective
         and from which there is no further appeal permitted;

         "Associate" of any particular Person shall have the meaning attributed 
         to such term in the Business Corporations Act (Ontario);

         "Business" means the business  including (a) the manufacture,  sale and
         distribution of hot water heaters and boilers and replacement parts for
         such and similar equipment, and (b) the manufacture, sale, distribution
         and  service of spot  welders,  both  carried on jointly by RBR and RES
         under the name Ruscio Brothers Industries Canada ("RBI");

         "Business Day" means any day,  other than a Saturday,  Sunday or day on
         which Buyer is not open for business during its regular  business hours
         at its head office in the City of Mississauga;

         "Buyer's Calculation" has the meaning attributed to such term in 
         Section 2.2 hereof;

         "Buyer's Solicitors" means Baker & McKenzie, Barristers and Solicitors;

         "Closing" shall mean the completion of the sale and purchase of the 
         Shares as specified in Section 2.4;

         "Closing  Date" shall mean April 29, 1998 or such earlier or later date
         as the parties may agree in writing;

         "Company" and "Companies" shall collectively mean RES and RBR;

         "Contracts"   means  all   contracts,   agreements,   commitments   and
         understandings  to which Seller is a party or is otherwise bound,  with
         respect to the Business,  including  without limiting the generality of
         the foregoing, all quotes, tenders or bids in respect thereof;

         "Effective  Date"  shall mean April 27,  1998 or such  earlier or later
         date as the parties may agree in writing;


<PAGE>


         "Encumbrances"  means  mortgages,  pledges,  liens,  charges,  security
         interests,  claims,  hypothecs,  options,  encumbrances,  leases, title
         retention  agreements,  rights of third parties and other claims of any
         kind and nature whatsoever;

         "Environmental Laws" means all Laws relating to the environment or the 
         protection or pollution thereof;

         "Fixed Assets" means all fixed assets of the Companies carried in the 
         Companies' books, records and Financial Statements;

         "Generally  Accepted  Accounting   Principles"  or  "GAAP"  means  such
         recommendations  as the Canadian  Institute  of  Chartered  Accountants
         includes in its handbook concerning  accounting  treatment or statement
         of presentation, and references herein to generally accepted accounting
         principles shall be interpreted accordingly;

         "Hazardous  Material"  means any pollutant,  contaminant,  hazardous or
         toxic   material   used,   treated,   stored,   processed,   generated,
         manufactured,   disposed,  handled,  transported,   released,  spilled,
         produced,  discharged  or emitted by the  Companies  in the conduct of,
         relating to or in any way affecting the Business;

         "Inventory"   means  all  inventory  of  the  Companies   (whether  raw
         materials,  purchased components,  manufactured parts, work in process,
         finished goods or other) which does not contain any damaged,  defective
         or  obsolete  items which are not  currently  usable or saleable in the
         ordinary course of business;

         "ITA" means the Income Tax Act of Canada RSC 1985, c. 1 (5th supp.), as
         amended and shall be deemed to include,  where  applicable,  the Income
         Tax  Application  Rules,  the Income Tax  Regulations and any notice of
         ways and means  motion or bill  tabled in the House of  Commons  or any
         press  release or publicly  disseminated  statement  by the Minister of
         Finance which may result in any amendments thereto;

         "Law" means any federal, provincial,  state, territorial,  municipal or
         other  law,  statute,   regulation,  code,  ordinance,  by-law,  order,
         restriction,  official plan or stated policy  including any  amendments
         thereto and "Laws" means all of the foregoing;

         "Liabilities"  means any and all debts,  liabilities  or obligations of
         any nature or kind whatsoever,  whether due or to become due,  accrued,
         absolute, contingent or otherwise of the Companies;

         "Material  Adverse Effect" means,  with respect to any Person or thing,
         any event or condition  which has or may be expected to have a material
         and adverse effect on the property,  assets,  liabilities (whether due,
         to become due, absolute, accrued,  contingent or otherwise),  condition
         (financial or otherwise), results of operations,  business or prospects
         of such Person;



<PAGE>


         "Net  Worth"  means  the sum of the value of the  Accounts  Receivable,
         Inventory,  and Fixed  Assets,  together  with the cash,  deposits  and
         pre-paid expenses of the Companies  determined in accordance with GAAP,
         less the Liabilities upon the terms and conditions as further set forth
         in this definition;

                  Accounts  Receivable  shall  be  valued  at their  face  value
                  determined in accordance  with Generally  Accepted  Accounting
                  Principles,  at the  Effective  Date  less the  amount of such
                  Accounts  Receivable  which remain  uncollected as at the date
                  the Buyer's Calculation is finalized;

                  Inventory  shall be valued at the Effective  Date at the lower
                  of actual  cost and net  realizable  value,  based upon and in
                  accordance  with  Schedule  1.1 and  GAAP,  and to the  extent
                  Schedule 1.1 and GAAP conflict, Schedule 1.1 shall prevail;

                  Fixed  Assets  shall be valued at their fair  market  value as
                  agreed by the parties and as set forth in Schedule 3.4.4;

                  Liabilities  shall  be  valued  at  their  face  value  at the
                  Effective  Date  determined in accordance  with GAAP and shall
                  include  all  obligations  of  the  Companies  of  any  nature
                  including  but not  limited  to bank debt,  accounts  payable,
                  accrued  expenses,  accrued  vacation,  accrued payroll taxes,
                  accrued sales taxes and accrued income taxes;

         "Ordinary  Course" when used in relation to the conduct by Companies of
         the  Business,  means any  transaction  which  constitutes  an ordinary
         day-to-day  business activity of Companies with respect to the Business
         conducted in a  commercially  reasonable  and  businesslike  manner and
         consistent with the past practices of the Companies with respect to the
         Business,  having no unusual or special  features,  and being such as a
         corporation or other entity of a similar nature and size and engaged in
         a similar  business might  reasonably be expected to carry on from time
         to time;

         "Permitted Encumbrances" means those Encumbrances described and listed
         in Schedule 3.4.1;

         "Person"  includes any individual,  partnership,  limited  partnership,
         joint venture,  syndicate, sole proprietorship,  company or corporation
         with or  without  share  capital,  unincorporated  association,  trust,
         trustee,    executor,    administrator    or   other   legal   personal
         representative,  regulatory body or agency,  government or governmental
         agency, authority or entity however designated or constituted;

         "Plan"   means   every   bonus,   deferred   compensation,    incentive
         compensation,  stock purchase,  stock option,  severance or termination
         pay,  health or other  medical,  life,  disability or other  insurance,
         supplemental    unemployment   benefit,   profit   sharing,    pension,
         supplemental  retirement  and other  employee  benefit  plan,  program,
         agreement  or  arrangement,  whether  written or  unwritten,  formal or
         informal,  legally  binding or not,  maintained  or  contributed  to or
         required  to be  contributed  to by any Person  for the  benefit of any
         Employees or their


<PAGE>



         dependents or beneficiaries,  as well as the compensation practices and
         policies  applicable to the Employees  including practices and policies
         regarding vacations,  sick leave, leaves of absence and all perquisites
         of employment, other than employee benefit programs mandated by law;

         "Purchase Price" has the meaning set out in Section 2.2;

         "RBR" shall mean Ruscio Brothers Refractory Ltd., a corporation 
         incorporated pursuant to the laws of the Province of Ontario;

         "RES" shall mean  Rainbow  Electronics  Spotwelding  Equipment  Ltd., a
         corporation  incorporated  pursuant  to the  laws  of the  Province  of
         Ontario;

         "Related Persons" shall have the meaning attributed thereto in the ITA;

         "Sellers" shall collectively mean Susan, Giuseppe, Teresa, Antonio, 
         Domenic and Alessandra;

         "Sellers' Solicitors" means Pallett Valo, Barristers and Solicitors;

         "Shares" means all of the issued and outstanding  shares in the capital
         stock  of each of the  Companies,  the  same  being  more  particularly
         described in Schedule 3.3.1;

         "Tax" means all federal,  provincial,  territorial,  state,  municipal,
         local or other  taxes,  including  without  limitation  income,  sales,
         excise taxes,  custom duties and franchise,  real and personal property
         taxes and payroll taxes  (including tax  withholdings,  employer health
         taxes,  workers'  compensation  assessments and Canada Pension Plan and
         Unemployment   Insurance  premiums,   contributions  and  remittances),
         governmental charges, assessments or reassessments or any matters under
         discussion with any governmental  authority  relating to any Tax or any
         claims for additional  Tax, and  penalties,  interest and surcharges in
         respect of any of the foregoing;

         "Time of Closing"  means 9:30 a.m.,  Toronto  time,  or such earlier or
         later time as the parties  hereto may agree in writing,  on the Closing
         Date.

1.2      Interpretation:  The  following  provisions  shall be applicable to and
         shall  govern  the  interpretation  of this  Agreement,  including  any
         recitals hereto and any schedules hereto annexed:

1.2.1    Subdivisions:   The  subdivisions  in  this  Agreement  are  called  in
         descending order  "articles"  "sections,  "subsections",  "paragraphs",
         "subparagraphs",  "clauses" and "subclauses" and all references in this
         Agreement to  designated  subdivisions  are  references  to  designated
         subdivisions of this Agreement.

1.2.2    Herein and Hereunder: The words "herein",  "hereunder", and other words
         of similar  import  refer to this  Agreement  as a whole and not to any
         particular subdivision. References to


<PAGE>


         Schedules  and Exhibits are  references  to the  Schedules and Exhibits
         attached  to and  forming  part of this  Agreement,  unless the context
         otherwise requires.

1.2.3    Headings:  The headings used in this Agreement are for convenience only
         and do not  form a part of this  Agreement  nor are  they  intended  to
         interpret,  define  or  limit  the  scope,  extent  or  intent  of this
         Agreement or any provision hereof.

1.2.4    Including - Non-Limiting  Language: The word "including" when following
         any general  statement,  term or matter shall not be construed to limit
         such general statement, term or matter to the specific items or matters
         set forth  immediately  following such word or similar items or matters
         whether or not non-limiting  language (such as "without  limitation" or
         "but not limited to" or words of similar import) is used with reference
         thereto,  but  rather  shall be deemed  to refer to all other  items or
         matters that could  reasonably fall within the broadest  possible scope
         of such general statement, term or matter.

1.2.5    Knowledge: In this Agreement, the phrase "to the best of (any Person's)
         knowledge"  shall  mean  to the  best of such  Person's  knowledge  and
         belief.

1.2.6    Gender and  Number:  Words  importing  the  singular  number only shall
         include the plural and vice versa, words importing gender shall include
         all  genders,  and  words  importing  any  particular  type of  Person,
         including individuals, shall include all Persons.

1.2.7    Calculation of Time: Unless otherwise  specifically provided herein, in
         calculating the period of time from a reference day within, prior to or
         following  which any act is to be done or step is to be taken  pursuant
         to this Agreement,  the period of time shall not include such reference
         day.

1.2.8    Performance  on  non-Business  Days: If anything is required to be done
         or; any action is required to be taken  hereunder  on or by a day which
         is not a Business  Day,  then such  thing may be validly  done and such
         action  may be  validly  taken on or by the next day that is a Business
         Day.

1.2.9    Accounting  Terms:  All accounting  terms used herein and not otherwise
         defined  shall have the meanings  assigned to them in  accordance  with
         Generally Accepted Accounting Principles.

1.2.10   Currency:  All  statements of or  references to dollar  amounts in this
         Agreement,  unless otherwise specifically indicated,  shall mean lawful
         money of Canada.

1.2.11   Applicable  Law:  This  Agreement  shall be  construed  and enforced in
         accordance with, and the rights of the parties hereto shall be governed
         by, the laws of the  Province  of Ontario.  Each of the parties  hereto
         hereby  irrevocably  submits to the  nonexclusive  jurisdiction  of the
         courts of the Province of Ontario and  covenants to appear  before such
         courts.

1.2.12   Entire Agreement, Waiver: This Agreement, together with the agreements 
         and other documents to be delivered pursuant hereto, constitutes the 
         entire agreement between the


<PAGE>


         parties  pertaining  to the subject  matter hereof and  supersedes  all
         prior agreements, understandings, negotiations and discussions, whether
         oral  or  written,   of  the  parties  and  there  are  no  warranties,
         representations  or other agreements  between the parties in connection
         with the subject matter hereof except as specifically  set forth herein
         and therein. No supplement, modification, waiver or termination of this
         Agreement  shall be binding  unless  executed in writing by the parties
         hereto.  No waiver of any of the provisions of this Agreement  shall be
         deemed  to  constitute  or  shall  constitute  a  waiver  of any  other
         provision  (whether or not similar) nor shall such waiver  constitute a
         continuing waiver unless otherwise expressly provided.

1.2.13   No  Merger:  Each  party  hereby  agrees  that all  provisions  of this
         Agreement, other than the conditions precedent in Articles 7 and 8, and
         subject to any special  conditions  stated therein,  the warranties and
         representations  contained in Articles 3 and 4, shall  forever  survive
         the execution and delivery of this  Agreement and any and all documents
         delivered in connection herewith and the Closing.

1.2.14   Severability:  If any  term or other  provision  of this  Agreement  is
         invalid,  illegal or incapable of being  enforced by any rule of law or
         public policy,  all other terms and provisions of this Agreement  shall
         nevertheless   remain  in  full  force  and   effect.   Upon  any  such
         determination  that any term or other provision is invalid,  illegal or
         incapable of being enforced, the parties hereto shall negotiate in good
         faith to modify this  Agreement so as to effect the original  intent of
         the parties as closely as possible in an acceptable  manner, to the end
         that the transactions contemplated by this Agreement are consummated to
         the extent possible.

1.2.15   Time of Essence:  Unless otherwise  specifically  provided herein, time
         shall  be of the  essence  of this  Agreement  and  each and all of its
         provisions.

1.2.16   Schedules: The following are the Schedules attached to and incorporated
         in this Agreement by reference,  which  Schedules are deemed to be part
         of this Agreement:

                  Schedule 1.1              Inventory Valuation
                  Schedule 2.3.1    Allocation
                  Schedule 3.2.2    Financial Statements
                  Schedule 3.2.3    Material Adverse Effects
                  Schedule 3.3.1    Shares
                  Schedule 3.4.1    Permitted Encumbrances
                  Schedule 3.4.4    Fixed Assets
                  Schedule 3.4.5    Leased Equipment
                  Schedule 3.6.1    Intellectual Property
                  Schedule 3.7.5    Tax Elections
                  Schedule 3.7.6    Capital Cost Information
                  Schedule 3.8.1    Legal Proceedings
                  Schedule 3.9.1    Permits
                  Schedule 3.10.1   Employees
                  Schedule 3.11.1   Plans
                  Schedule 3.12.1   Hazardous Materials


<PAGE>


                  Schedule 3.13.1   Contracts
                  Schedule 3.14.1   Insurance
                  Schedule 3.15.2   Actions by Either Company
                  Schedule 3.16 a)  Rainbow Assets and Rainbow Liabilities
                  Schedule 3.16 b)  Other Transactions
                  Schedule 6.2              Termination/Severance Payments

1.2.17   Exhibits:  The following are the Exhibits  attached to and incorporated
         into this Agreement by reference,  which Exhibits are deemed to be part
         of this Agreement:

                  Exhibit 6.3               Mortgage
                  Exhibit 7.1.6             Sellers' Solicitors' Opinion
                  Exhibit 7.2               Non-Competition and Confidentiality 
                                            Agreement
                  Exhibit 7.3               Lease
                  Exhibit 8.1.4             Buyer's Solicitors' Opinion
                  Exhibit 8.2               Consulting Agreement

                                   ARTICLE II
                    PURCHASE AND SALE OF THE PURCHASED SHARES

2.1      Purchase:  Subject to the terms and conditions of this Agreement,  with
         effect as of and from the Effective Date, Sellers shall sell,  transfer
         and  assign to Buyer all  right,  title and  interest  to and under the
         Shares, and Buyer shall purchase from Sellers the Shares.

2.2      Purchase  Price:  The  purchase  price  for the  Shares  shall  be Four
         Million,  One  Hundred  Fifty-  Three  Thousand  and Three  Hundred and
         Eighty-Eight Dollars  ($4,153,388.00) (the "Purchase Price") subject to
         any adjustment or set-off pursuant to the terms of this Agreement.  The
         parties agree and  acknowledge  that the Purchase  Price was arrived at
         based on the Net Worth of the Companies at the Effective Date being two
         million, two hundred and seventy-nine thousand dollars  ($2,279,000.00)
         (the "Net Worth Target"), which includes, as a liability, any corporate
         income taxes  attributable (i.e.  payable,  accrued or deferred) to any
         business  activities  of the  Companies  and  RBI  conducted  up to and
         including the Effective Date (i.e.  Taxes  reportable or accrued on the
         Companies'  fiscal  year end March 31,  1998 Tax Return and the interim
         period to the Effective  Date and the Taxes  reportable for the interim
         period May 1, 1997 through the Effective  Date for RBI),  but excluding
         (i.e.  without  deducting)  those certain  accrued amounts set forth in
         sub-section 6.2. It is acknowledged that the Rainbow Assets and Rainbow
         Liabilities  (as these terms are defined in paragraph  3.16(a)  hereof)
         have been  divested  by the  Companies  prior to  Effective  Date,  and
         accordingly  are to be excluded from the  calculation  of the Net Worth
         Target  and  Net  Worth  of the  Companies.  Immediately  prior  to the
         Effective  Date,  the Buyer and the Sellers  have  jointly  conducted a
         physical  count of the  Companies'  Inventory and  thereafter the Buyer
         shall  prepare a balance  sheet of same and  calculate the Net Worth of
         the Companies as at the Effective Date (the "Buyer's  Calculation")  in
         accordance  with the definition of Net Worth as contained  herein.  The
         Buyer and Sellers have worked and shall work closely and  cooperatively
         together in conducting  the physical  count as described  above and the
         preparation  of the Buyer's  Calculation.  The Buyer shall within sixty
         (60) days after the


<PAGE>

         Closing Date,  forward a copy of such balance sheet and a notice to the
         Sellers of the Buyer's Calculation.

2.3      Payment and Allocation of the Purchase Price:

2.3.1 The Purchase Price shall be allocated as follows:

         (a)      Two Million Six Hundred Sixty-Six Thousand Dollars 
                  ($2,666,000.00) for the shares of RBR and

         (b)      One Million, Four Hundred Eighty-Seven Thousand Three Hundred 
                  and Eighty-Eight Dollars ($1,487,388.00)for the shares of RES;

         Buyer and Sellers  acknowledge that the Purchase Price shall be further
         allocated among the  Shareholders of RBR and the Shareholders of RES as
         provided in Schedule 2.3.1.

2.3.2 The Purchase Price shall be paid as follows:

         (a)      At  Closing,  Buyer shall  deliver to  Sellers,  as they shall
                  jointly  direct in  writing  at least  twenty-four  (24) hours
                  before  Closing,  a  certified  cheque,  bank  draft  or  wire
                  transfer in an amount equal to Three Million,  Six Hundred and
                  Fifty-Three  Thousand Three Hundred and  Eighty-Eight  Dollars
                  ($3,653,388.00); and

         (b)      Five  Hundred  Thousand  Dollars  ($500,000.00)  (the  "Escrow
                  Amount") shall be held by Buyer's Solicitors,  in trust, in an
                  interest  bearing  account,  with the  interest  earned  being
                  payable to the recipient of such monies,  on a pro rata basis,
                  pending the  calculation of the Net Worth of the Companies and
                  the  agreement  of the parties on the  Purchase  Price  giving
                  effect to the Net Worth Target in accordance with the terms of
                  this section; and

         (c)  Subject  to the  right  of the  Sellers  to  dispute  the  Buyer's
Calculation as set out below:

                  (i)      If the Buyer's Calculation is less than the Net Worth
                           Target,  then the Purchase  Price shall be reduced by
                           the amount that the Buyer's  Calculation is less than
                           the Net Worth Target (the "Reduction");

                  (ii)     If the Buyer's  Calculation  is greater  than the Net
                           Worth  Target,  then  the  Purchase  Price  shall  be
                           increased by the amount that the Buyer's  Calculation
                           is   greater   than  the  Net   Worth   Target   (the
                           "Increase"); and

                  (iii)    If the Buyer's  Calculation is equal to the Net Worth
                           Target,  there shall be no adjustment to the Purchase
                           Price;

         (d)      To give  effect to the  Reduction,  if any,  if Sellers do not
                  dispute the Buyer's  Calculation  within the period set out in
                  sub-section 2.4:

                  (i)      Buyer's  Solicitors  shall  pay  the  amount  of  the
                           Reduction  up to a maximum  of the  Escrow  Amount to
                           Buyer together with interest earned thereon and


<PAGE>


                           shall pay the balance of the Escrow Amount, if any, 
                           together with interest earned thereon to Sellers; and

                  (ii)     If the  Reduction is greater than the Escrow  Amount,
                           the Sellers  shall  promptly  pay the amount by which
                           the Reduction exceeds the Escrow Amount to Buyer; and

         (e)      To give  effect to the  Increase,  if any,  if  Sellers do not
                  dispute the Buyer's  Calculation  within the period set out in
                  sub-section  2.4,  Buyer's  Solicitors  shall  pay the  Escrow
                  Amount plus interest  earned  thereon to the Sellers and Buyer
                  shall promptly pay the Increase to Sellers; and

         (f)      If there is no adjustment  required to the Purchase  Price and
                  if Sellers do not  dispute the  Buyer's  Calculation,  Buyer's
                  Solicitors  shall pay the Escrow Amount plus  interest  earned
                  thereon to the Sellers.

         In the event that the Sellers have disputed the Buyer's  Calculation in
         accordance with the terms hereof,  any amounts which are not subject to
         such dispute shall be paid promptly to the parties  entitled thereto in
         accordance with this Section 2.3.2.

         The Buyer's  Solicitors  shall make  payments out of the Escrow  Amount
         only in  accordance  with a joint  direction  of Buyer and  Sellers  or
         pursuant to an order of a court of  competent  jurisdiction,  and Buyer
         and Sellers  agree to promptly  provide  such joint  direction  to give
         effect to their obligations hereunder.

         Buyer  agrees not to set-off any claims  against  the Escrow  Amount in
         respect of any matter whatsoever.

2.4      Sellers  shall  have a period  of  thirty  (30)  days  from the date it
         receives  the Buyer's  Calculation  to provide the Buyer with a written
         notice  that  it  disputes  the  Buyer's  Calculation  and  that  it is
         appointing the accounting  firm of Deloitte  Touche to conduct an audit
         and make a  determination  of the Net Worth of the Companies based upon
         the  terms  and   conditions   set  forth  in  this   Agreement,   such
         determination  shall be deemed to be the  Buyer's  Calculation  for the
         purposes of this Agreement.  The expenses of Deloitte & Touche shall be
         borne by and paid as to 50% by the Sellers and as to 50% by the Buyer.

2.5      Time and Place of Closing:  The  completion of the purchase and sale of
         the Shares  contemplated by this Agreement (the  "Closing")  shall take
         place at the  offices of Buyer's  Solicitors  at the Time of Closing on
         the Closing Date.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         Sellers  hereby  jointly and severally  represent and warrant to and in
favour of Buyer as follows  and  acknowledge  that  Buyer is  relying  upon such
representations and warranties in connection with the purchase of the Shares:



<PAGE>


3.1      Corporate Status:

3.1.1 The Companies are corporations  duly incorporated and organized,
     and are valid and subsisting under the laws of the Province of Ontario. The
     Sellers have all  requisite  power and  authority to own the Shares and the
     Companies  have  all  requisite  power  and  authority  to  carry  on their
     Business.  The Sellers have the power and  capacity to enter into,  execute
     and deliver this Agreement and to consummate the transactions  contemplated
     hereby and the execution and delivery by the Sellers of this  Agreement and
     the consummation of all transactions contemplated hereby have been duly and
     validly  authorized.  This Agreement has been duly and validly executed and
     delivered by Sellers and  constitutes a valid and binding  agreement of the
     Sellers,  enforceable  against each of the Sellers in  accordance  with its
     terms.

3.1.2    Except for the  Approvals  and any consents to the change of control of
         either Company as required by any Contract,  as disclosed  herein,  the
         entering into of this Agreement and all other transactions contemplated
         by this Agreement by the Sellers and the  performance and compliance by
         the  Sellers  with the terms  hereof  and the  terms of all such  other
         transactions will not:

                  (a)      result in any violation or breach of any of the terms
                           or conditions of, or constitute a default under,  the
                           Articles  of  Incorporation  or the by-laws of either
                           Company;

                  (b)      conflict with, violate or result in any breach of any
                           of the terms, conditions or provisions of; constitute
                           a default (including a default which would occur with
                           the giving of notice or the passage of time, or both)
                           under; result in the acceleration of any indebtedness
                           under a performance  required by; result in any right
                           of  termination  of;  result in any  increase  in any
                           amounts payable under;  result in any decrease in any
                           amounts  receivable under; or change any other rights
                           pursuant to any Contract;

                  (c)      result in any violation or breach of any Law; or

                  (d)      result in any  violation  or breach of any  judgment,
                           order,  award or decree of any court or  judicial  or
                           quasi-judicial tribunal or authority.

3.1.3    None of the Sellers is a  non-resident  of Canada within the meaning of
         that term contained in the ITA.

3.2      The Financial Condition of the Businesses: The books and records of the
         Companies  accurately set out and disclose in all material respects the
         financial  condition of the Companies  and the Business.  The Financial
         Statements  attached as Schedule  3.2.2 hereto are true and complete in
         all  material  respects  and have  been  prepared  in  accordance  with
         Generally Accepted Accounting  Principles applied on a basis consistent
         with those of prior  periods.  Except as disclosed  in Schedule  3.2.3,
         since March 31,  1997,  there has been no event or  condition,  whether
         individually  or in  combination  with any other  events or  conditions
         which has, has had or could result in, a Material Adverse Effect on the
         Business or the Companies.



<PAGE>


3.3      The Shares:

          (a) The  Shares  are the only  issued  and  outstanding  shares in the
     capital of the Companies and have been duly  authorized  and validly issued
     and  are  outstanding  as  fully  paid  and  non-assessable.   Sellers  are
     collectively the owners  beneficially and of record of all of the Shares as
     set out and  disclosed  in Schedule  3.3.1 with good and  marketable  title
     thereto,  free  and  clear  of all  Encumbrances,  and  the  Shares  may be
     transferred to Buyer free and clear of all Encumbrances.  No Person has any
     agreement,   option,   warrant  or  right  relating  to  the   acquisition,
     subscription, allotment or issuance of any issued or unissued shares in the
     capital  of  either  of  the  Companies,  whether  upon  conversion  of the
     securities or otherwise.

         (b)      There are no  restrictions on the transfer of the Shares other
                  than  those  contained  in  the  Companies'   Certificate  and
                  Articles of Incorporation.  The Sellers are not parties to any
                  unanimous  shareholders'  agreement  or any  other  agreement,
                  declaration or  understanding  which does or could restrict or
                  relate to the  transfer  of the Shares or to the powers of the
                  directors  of  the   Companies  to  manage  or  supervise  the
                  management of their businesses and affairs.

3.4      Assets

3.4.1    All of the assets of the Companies are owned by the respective  Company
         with  good  and  marketable  title  thereto,  free  and  clear  of  all
         Encumbrances or rights of others except for Permitted  Encumbrances and
         to the extent not so owned are either  leased or licensed as  described
         in the Schedules to this Agreement,  in each case free and clear of all
         Encumbrances other than Permitted Encumbrances. Schedule 3.4.1 contains
         a true and complete list and description of all Permitted Encumbrances.

3.4.2    All Accounts  Receivable  of the  Companies  have arisen from bona fide
         transactions.  None  of the  accounts  receivable  are  subject  to any
         counterclaim or set-off or is in dispute.  Adequate  provision has been
         made in the Financial Statements for any accounts which are collectible
         beyond their normal payment terms.

3.4.3    All  of  the  Inventory  is  adequate  to  permit  the  conduct  of the
         Businesses in the Ordinary Course.

3.4.4    All  Fixed  Assets  are  used  and  operated  in  conformity  with  all
         applicable  Laws and are in good  condition,  repair and working order,
         normal  wear and tear  excepted.  The  usual  location  and a  complete
         description  of all fixed assets owned rather than leased or held under
         licence or similar  arrangement  by the Companies set forth in Schedule
         3.4.4.

3.4.5    Schedule 3.4.5 sets forth a true and complete  description of all Fixed
         Assets which,  as of the date hereof,  are leased or held under licence
         or similar arrangement by the Companies, together with a summary of the
         leases, licence agreements or other documentation relating thereto.

3.4.6    Other than the lease to be entered into contemporaneously  herewith, as
         described  in  section  7.3  below,  there are no other  leases of real
         property,  including  buildings,  structures,  improvements  and  fixed
         assets to which either of the Companies is a party or otherwise


<PAGE>


         bound. Any and all prior leases entered into by the Companies have been
         terminated without any further obligation or liability of the Companies
         of whatever nature or kind.

3.5      [Intentionally left blank].

3.6      Intellectual Property: To the best of the knowledge of the Sellers, the
         Companies do not use any  intellectual  property which  conflicts with,
         infringes  upon or violates  any  intellectual  property  rights of any
         other Person,  nor has either of the Companies  granted any licences or
         any other rights with respect  thereto  except as disclosed in Schedule
         3.6.1. There are no outstanding or threatened disputes or disagreements
         with respect to any Companies'  intellectual  property.  Other than the
         commissions,  royalties, prices for purchased parts or similar payments
         arising  under the supply  agreement  (the  "Supply  Agreement")  dated
         February 17, 1995 between Lochinvar  Industries Inc.  ("Lochinvar") and
         RBR  relating  to the  sale of  certain  parts  and  payments  relating
         thereto,  a copy of which is included in Schedule 3.13.1, the Lochinvar
         arrangements  and/or license  agreements  have been  terminated with no
         further obligation, liability or commitment of either party thereto and
         none of the  technologies  related  thereto is used by or in connection
         with the Businesses.

3.7      Taxes

3.7.1    Each  of the  Companies  has  paid  in full  when  due all Tax  payable
         (including  payments required to be made by instalment),  including any
         and all  amounts  due and  payable  under or  pursuant  to any fines or
         penalties,  by it at any time prior to the date of this  Agreement  and
         proper  provision,  on an accrual  basis,  has been made by each of the
         Companies in their Financial Statements for Tax payable for the current
         and prior periods for which Tax returns or reports are not yet required
         to be filed.

3.7.2    There are no actions, suits, proceedings,  investigations or claims now
         pending,  threatened or contemplated against either of the Companies in
         respect of any Tax.

3.7.3    Each of the  Companies  has withheld all amounts  required by law to be
         withheld from payments made by it with respect to their  Businesses and
         Employees,   including  without  limitation,   those  with  respect  to
         Employee's   income  tax   withholdings,   Canada   Pension   Plan  and
         Unemployment  Insurance premiums,  and has remitted such amounts to the
         appropriate authorities within the times required by law.

3.7.4 Each of the Companies  has properly  prepared and duly filed all
     Tax returns or reports  required  to be filed by it in a timely  manner and
     all such returns and reports truly,  correctly and  accurately  reflect the
     Tax payable by each of the Companies for the periods covered thereby. There
     are no  agreements,  waivers  or  other  arrangements,  including  for  any
     extension  of time,  with respect to the filing of any Tax return by either
     of the Companies,  the payment of any Tax by either of the Companies or the
     payment of any governmental charge, penalty,  interest or fine by either of
     the  Companies  or with respect to the  issuance of any Tax  assessment  or
     reassessment.

3.7.5    Except for the  elections  set out and  disclosed  in  Schedule  3.7.5,
         Schedule  3.16(a) or Schedule  3.16(b),  no  elections  have been filed
         after  1971 or are  proposed  to be filed  under  the ITA or under  any
         similar  provincial  legislation  with  respect to the  Companies.  The
         Companies do not have any non-capital  losses or net capital losses, as
         those terms are


<PAGE>


         defined  in the ITA and  under  the ITA will  not have any  non-capital
         losses or net capital  losses  arising for the taxation year which will
         be deemed to end  immediately  prior to the Closing Date or will not be
         required to write-down any of their respective depreciable  properties,
         capital  properties  (other than  depreciable  properties)  or eligible
         capital  properties,  as those terms are defined in the ITA, Act, or be
         required to claim a reserve for doubtful  debts in the period deemed to
         end immediately prior to the Closing Date.

3.7.6    Information  as to the cost for  Canadian  income tax  purposes  of the
         assets of the  Companies  (by  category as shown in the  balance  sheet
         contained in the Financial Statements) is set forth in Schedule 3.7.6.

3.8      Legal Proceedings:  Except as set forth in Schedule 3.8.1, there are no
         actions, suits,  proceedings,  litigation,  investigations,  inquiries,
         grievances,  complaints,  arbitration proceedings or outstanding claims
         or demands,  obtained, or instituted, or to the best of the Sellers' or
         Companies'  knowledge,  pending or  threatened,  and to the best of the
         Sellers' or Companies'  knowledge,  there is no fact or facts  existing
         and no basis for any of the  foregoing,  affecting or against either of
         the  Companies;  or the  Shares or  Seller's  right to  dispose  of the
         Shares,  at  law  or in  equity  or  of,  by  or  before  any  federal,
         provincial, state, territorial or municipal court, department,  agency,
         commission,   board,  bureau  or  instrumentality,   whether  domestic,
         foreign, civil, quasi-criminal, criminal or otherwise.

3.9      Licences, Registrations and Permits:  Schedule 3.9.1 describes all of 
         the Permits issued to the Companies or used by or in connection with 
         the Businesses.

3.10.1  Employees:  Set  forth in  Schedule  3.10.1  are the names and
     titles of all  employees  (the  "Employees")  of the  Companies who will be
     employees of the Companies on the Closing Date,  together with  particulars
     of the material  terms and  conditions  of employment or engagement of each
     such employee,  including remuneration,  benefits, positions held, location
     of employment, and length of service, in the aggregate, with the applicable
     Company  and  any  predecessor  thereof  with  respect  to  the  applicable
     Business.   There  are  no  written  employment  contracts  with  Employees
     currently in force.  There are no oral contracts of employment  with any of
     the  Employees  which are not  terminable by the employer  thereunder  upon
     providing notice or pay in lieu of notice required by the applicable labour
     or employment standards legislation.
         
         The Companies are not a party to or bound by any collective  agreement,
         contract, commitment or arrangement, either directly or by operation of
         law, with any trade union or other association which might qualify as a
         trade union or any other  representative of any Employee.  In addition,
         no trade  union,  association  which might  qualify as a trade union or
         other  representative  of any of the Employees has been  certified as a
         bargaining agent for any of the Employees.

         Save as disclosed in Schedule  3.10.1 which lists those  Employees  who
         will take their  vacations with pay accrued  (which  accruals are as at
         April 14, 1998) after the Closing,  the Companies  have no liability of
         any kind to any Employee except for  compensation  and benefits payable
         to such Employee or to which such Employee may be entitled, in the



<PAGE>


         Ordinary Course.  There are no outstanding loans or advances made or 
granted by either of the Companies to any Employee.

         No organization,  representation,  labour relations,  human rights, sex
         discrimination  or age  discrimination  question,  issue or  matter  is
         pending  or  threatened  with  respect  to any  Employee,  and no  such
         question, issue or matter has been raised or threatened within the five
         (5) year period  prior to the date of this  Agreement.  The  Businesses
         have  always  been,  and are,  conducted  in full  compliance  with all
         Employment   Laws.  To  the  best  of  the  Sellers'   knowledge,   the
         consummation  of the  transactions  contemplated by this Agreement will
         not  entitle  any  Employee  to pay in lieu of notice  of  termination,
         termination  pay or severance pay,  unemployment  compensation,  or any
         other payment.  The Businesses have always been, and are, carried on in
         full  compliance  with all Health and Safety Laws.  However,  the Buyer
         acknowledges  that there have been worker's  compensation  claims which
         have affected the  Companies'  premiums and which were  disclosed in or
         taken into account in the 1996 Workers'  Compensation Board Assessment,
         a copy of which has been provided to the Buyer. There have not been any
         accidents, issues, or incidents involving the Business or the Companies
         necessitating or potentially leading to any Workers' Compensation claim
         or  increase  in  premium  or rating or  notification  to the  Workers'
         Compensation Board since January 1, 1997.

3.11.1   Employee Benefits:  Schedule 3.11.1 contains a true and complete list 
         of all of the Plans.
         -----------------
          Except as disclosed on Schedule 3.11.1, there exists no formal plan or
     commitment,  whether  legally binding or not, to create any additional Plan
     or to change any  existing  Plan that would  affect any  Employees or their
     dependents or beneficiaries. The Sellers have delivered to Buyer a true and
     complete copy of each of the written Plans, all amendments  thereto,  and a
     description  of each  unwritten  Plan;  and a true and complete copy of the
     most recent  description of each of the Plans that has been provided to the
     Employees, and any and all such other descriptive materials provided to the
     Employees including employee booklets.
         
         There are no outstanding complaints,  actions, suits, or claims pending
         or threatened by any Person  relating to any of the Plans.  None of the
         Companies or any  administrator  or fiduciary of any Plan, or any agent
         or employee of any of the foregoing has taken any action,  or failed to
         take any action,  that would  subject  either of the  Companies  or any
         other Person to any liability for any excess Tax or for a breach of any
         statutory or fiduciary  duty with respect to or in connection  with any
         Plan.  No  notification  is  required  to be  given  to any  regulatory
         authority having jurisdiction over any of the Plans with respect to the
         consummation  of the  transactions  contemplated  by this  Agreement in
         relation to such Plans.

         Each of the  Plans  and  the  funds  established  thereunder  has  been
         operated, administered, and invested in all respects in accordance with
         its terms and with the  requirements of all applicable Laws and each of
         the Plans has been duly  registered  where  required by, and is in good
         standing  under,  such  Laws.  None of the  Plans  is a  multi-employer
         pension plan as defined in the ITA and any applicable  Canadian pension
         legislation.

3.12     Environmental Matters:  The Companies have not caused or permitted the
         releasing, spilling, leaking, pumping, pouring, emitting, emptying, 
         injecting, escaping, leaching, disposing or


<PAGE>


         dumping (the "Release") of any Hazardous Material on or off-site of the
         Companies'  property  used by or for the  Businesses or from a facility
         owned or operated by any other Person, but with respect to which either
         of the  Companies  in  respect  of the  Businesses  is  alleged to have
         liability.  All wastes and other materials and substances  disposed of,
         treated or stored on or off-site of real property  owned or occupied by
         the Companies in respect of the Businesses,  whether  hazardous or not,
         have been  disposed  of,  treated  and  stored in  compliance  with all
         Environmental  Laws.  Schedule  3.12.1  identifies all of the locations
         where Hazardous Material used in whole or in part by Sellers in respect
         of or in the conduct of the Businesses or resulting from the Businesses
         has been or is being  stored or disposed of. No action of either of the
         Companies  in  respect of the  Businesses  will give rise to any claim,
         demand, or action seeking the clean-up of any site,  location,  body of
         water,  surface,  or  subsurface,  wherever  located.  The Sellers have
         delivered to Buyer  copies of all  internal and external  environmental
         audit reports,  site inspection  reports or analyses,  all occupational
         health and safety  reports,  and Hazardous Waste Manifests and logs and
         Material  Safety Data  Sheets  prepared  by or for the  Companies  with
         respect to the Companies,  the Businesses and/or the premises in and on
         which the  Businesses  are or have been  carried on within the ten year
         period prior to the date hereof.

3.13     Contracts: Schedule 3.13.1 hereto contains a true and complete list and
         description  of all of the  Contracts,  whether or not set forth in any
         other  Schedule  to this  Agreement.  No  customer  representing  5% or
         greater of the  revenues of the Business in its last  completed  fiscal
         year has terminated or has advised either Company that such customer is
         terminating,  is intending to terminate, or has threatened to terminate
         its business  relationship  with either Business or, to the best of the
         Companies'  knowledge,  is planning to reduce its purchases of services
         in the next twelve-month period. All of the Contracts are in full force
         and effect, unamended, are valid, binding and enforceable and no breach
         or default exists in respect  thereof on the part of any of the parties
         thereto nor has any event  occurred  which with the giving of notice or
         the  passage  of  time,  or both,  could  constitute  such a breach  or
         default.  Schedule 3.13.1  identifies every Contract which requires the
         consent of the other party thereto  ("Consent")  to a change in control
         of either of the Companies,  and whether such Consent is to be given in
         writing and/or prior to such change in control.

3.14     Insurance  Coverage:  Schedule 3.14.1 contains a true and complete list
         and description of all insurance policies  (specifying the insured, the
         beneficiaries,  the loss payees,  the amount of  coverage,  the type of
         insurance,  the  policy  number  and  any  pending  claims  thereunder)
         maintained  by each  Company  on the  properties,  assets,  businesses,
         Employees of the  Businesses  and true and complete  copies of the most
         recent inspection reports, if any, received from insurance underwriters
         as to the  condition  thereof.  To the  best  of the  knowledge  of the
         Sellers  and the  Companies,  the  Companies  are not in  default  with
         respect to any of the  provisions  contained  in any  insurance  policy
         listed in  Schedule  3.14.1  and has not  failed to give any  notice or
         present any claim under any such  insurance  policy in a due and timely
         fashion.  The  Companies or the Sellers have not received any notice or
         other  communication  from any insurance  company within the past three
         years  cancelling or materially  amending or materially  increasing the
         annual or other  premiums  payable under any of the insurance  policies
         relating to or affecting the  Businesses,  and, to the best of Sellers'
         and the  Companies'  knowledge,  no  such  cancellation,  amendment  or
         increase of


<PAGE>


         premium is threatened which individually or in the aggregate would have
         a Material Adverse Effect.

3.15.1 Absence of Changes: Since March 31, 1997 there has not been:

         (c)      any change in the  operations,  business,  assets or financial
                  condition of either  Company or the  Businesses,  other than a
                  change in the  Ordinary  Course,  which has  resulted or which
                  will result in any Material Adverse Effect;

         (d)      any damage,  destruction or loss, or other event,  development
                  or  condition  of  any  nature  (whether  or  not  covered  by
                  insurance)  affecting  the  business,  assets,  properties  or
                  future  prospects of either Company or the Businesses or their
                  ability to be carried on as now carried on;

         (e)      any termination of any material relationship or arrangement of
                  either  Company with any  customers of, or suppliers to either
                  Company or either Business;

         (f)      any change in the accounting  methods or practices followed by
                  either   Company  or  any  change  in  the   depreciation   or
                  amortization or valuation  policies or rates adopted by either
                  Company with  respect to either  Business or their assets save
                  and except for any changes required by GAAP; or

         (g)      any actual or  threatened  labour  disturbance,  strike,  work
                  stoppage,  slow-down,  lockout, labour dispute or any apparent
                  or  threatened  union  organizing   activities  involving  the
                  Employees,  customers or suppliers of either Company or either
                  Business;

3.15.2   Except as fully described in Schedule 3.15.2, since March 31, 1997, the
         Companies  have not:  (a)  transferred,  assigned,  sold,  licensed  or
         otherwise disposed of (or agreed to do any of
                  the  foregoing)  any  of the  assets  shown  in the  Financial
                  Statements  or  discharged,  satisfied or cancelled any debts,
                  obligations, liabilities or claims related to or affecting the
                  Companies  or the  Businesses  except,  in each  case,  in the
                  Ordinary Course;

         (b)      incurred or assumed any debt,  obligation  or  liability  with
                  respect  to either  Company  or  Business,  whether  absolute,
                  accrued,  contingent, due, to become due, or otherwise, except
                  for Permitted Encumbrances and except for liabilities incurred
                  in the Ordinary Course;

         (c)      waived any rights of  substantial  value,  or entered into any
                  commitment  or  transaction  not in the Ordinary  Course where
                  such loss,  waiver,  commitment or  transaction is or would be
                  material in relation to either Company or Business;

         (d)      made,  promised or otherwise  became  committed to provide any
                  increases in  compensation or benefits in respect of Employees
                  other than in the Ordinary Course.


<PAGE>


                  The Buyer acknowledges that a 5% salary increase in December
                  of 1997 was in the Ordinary Course;

         (e)      except  for  Permitted   Encumbrances,   mortgaged,   pledged,
                  subjected to lien, granted a security interest in or otherwise
                  encumbered any of the Companies' property or assets;

         (f)      failed to replenish the  Businesses'  inventories and supplies
                  in  the  Ordinary   Course  or  made  any  material   purchase
                  commitment out of the Ordinary Course, save and except for the
                  purchase  of  50,000  feet of  copper  at  $5.04  per  foot in
                  February,  1998 or made any  material  change in the  selling,
                  pricing,  advertising or personnel practices or policies.  The
                  Buyer  acknowledges  that a price increase of between 3-4% was
                  anticipated effective April 1, 1998;

         (g)      made  any  material  change  in  the  manner  of  the  billing
                  procedures,  or the credit terms made  available to any of the
                  Companies' customers; or

         (h)      made any write-down of the Companies'  assets or any write-off
                  as uncollectible of the Companies'  accounts receivable or any
                  portion thereof, other than in the Ordinary Course.

3.16     Prior Transactions:

         (a)      Rainbow Business.  Notwithstanding anything else contained 
                  herein, Sellers have
                  ----------------
          caused the Companies to transfer the assets  currently used by them in
     their business of the manufacture,  sale,  distribution and service of spot
     welders (the  "Rainbow  Assets")  together  with all  liabilities  relating
     thereto whether known or unknown,  current,  contingent,  or otherwise (the
     "Rainbow  Liabilities") to a new corporation  formed by the Sellers for the
     purposes  of  acquiring  the Rainbow  Assets and the  Rainbow  Liabilities.
     Schedule  3.16(a) sets out and discloses a complete list of all the Rainbow
     Assets and the Rainbow  Liabilities,  the  mechanism and process to be used
     for such transfer, and all particulars relating thereto including,  without
     limitation,  the  payment and  allocation  of the  purchase  price for such
     transfer.  The transaction  described  above in this paragraph  3.16(a) has
     been fully  effected  without any resultant  liability,  including  without
     limitation,  any Tax  liability,  of or to the  Business or the  Companies,
     except and to the extent that same has been incorporated into the Net Worth
     Value and Buyer's Calculation;
 
        (b)      Other  Transactions.  Notwithstanding  anything else contained
                  herein, Sellers have completed the transactions as outlined in
                  Schedule  3.16(b).  The  transaction  described  above in this
                  paragraph   3.16(b)  has  been  fully  effected   without  any
                  resultant  liability,  including without  limitation,  any Tax
                  liability, of or to the Business or the Companies,  except and
                  to the  extent  that same has been  incorporated  into the Net
                  Worth Value and Buyer's Calculation.



<PAGE>


3.17     Miscellaneous  Legal  Compliance:  Neither the  aggregate  value of the
         assets in Canada nor the gross  revenues  from  sales in,  from or into
         Canada of Companies and their affiliates, each determined in accordance
         with the provisions of the  Notifiable  Transactions  Regulations  made
         pursuant to the Competition Act, exceed $35,000,000.00.

         The Companies are not parties to any  agreement,  indenture,  mortgage,
         lease or  instrument,  or subject to any  restriction in its respective
         constating   documents  or  subject  to  any  restriction   imposed  by
         regulatory  authorities  having  jurisdiction over it or subject to any
         Law or to any  writ,  judgment,  injunction  or  decree of any court or
         federal,  provincial,   municipal  or  other  governmental  department,
         commission  board or  instrumentality  which might prevent or interfere
         with their use of the assets used in the  Businesses or which may limit
         or restrict or otherwise  adversely affect the operations,  properties,
         assets or financial condition of the Companies or the Businesses, other
         than (i) statutory  provisions and restrictions of general  application
         to the  Companies  or the  Businesses;  (ii)  the  Permits;  (iii)  the
         requirement  to obtain  Approvals;  and (iv) the  requirement to obtain
         Consents.

         The  operation,  conduct  of  the  Businesses  and  the  ownership  and
         operation  of the  Companies'  properties  and assets have at all times
         been in full  compliance  with  all  Laws  and all  judgments,  orders,
         decisions of any court, arbitrator or governmental authority.

         No person is entitled to any broker, finder,  intermediary or financial
         advisory fee or other  commission  in respect of this  Agreement or the
         transactions contemplated hereby, except for professional fees incurred
         by the Sellers or the Companies, such fees to be paid by Sellers or the
         Companies as the case may be.

3.18     No Misstatements or Omissions;  Disclosure:  All documents,  agreements
         and other instruments  delivered  pursuant to this Agreement or annexed
         hereto as a Schedule or Exhibit are true,  correct and complete  copies
         of the originals thereof.  None of the representations,  warranties and
         statements of fact made by or on behalf of the Sellers or the Companies
         in this  Agreement  contains  any untrue  statement of fact or omits to
         state any fact necessary to make any such  representation,  warranty or
         statement  not  misleading  to a  prospective  purchaser  of the Shares
         seeking  full  information  as to  Businesses,  the  Companies  and its
         properties and assets.

3.19     Survival   of   Representations   and   Warranties:   Each  and   every
         representation  and  warranty of Sellers  contained  in this  Agreement
         shall  survive the Closing and shall  continue and remain in full force
         and effect for a period  of: (a) in the case of any  representation  or
         warranty relating to Tax, from the Closing Date until the date which is
         120 days after the  expiration of all time periods  provided for making
         any assessment or reassessment of Tax, interest or penalties, including
         all  relevant  appeal  periods,  for any and all  taxation  periods  of
         Companies related to or including  reference to the Business  completed
         prior to the Effective Date; (b) in the case of any  representation  or
         warranty   relating  to  the  Sellers   having  title  to  the  Shares,
         indefinitely;  and (c) all  other  representations  and  warranties  of
         Sellers  contained  in this  Agreement,  for a period of eighteen  (18)
         months  following the Closing  Date.  Each of the  representations  and
         warranties of Sellers contained in this Agreement shall be separate and
         independent and, save as expressly provided to the contrary, shall not


<PAGE>


         be limited by reference to or inference  from any other  representation
         or warranty or any other term or condition of this Agreement.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF BUYER

4.1      Representations and Warranties: Buyer hereby represents and warrants to
         and in favour of Sellers as follows and  acknowledges  that the Sellers
         are relying upon such representations and warranties in connection with
         the sale of the Shares.  Buyer is a corporation  duly  incorporated and
         organized, and is a valid and subsisting corporation, under the laws of
         Ontario.

         Buyer has the corporate  power and capacity to enter into,  execute and
         deliver this Agreement and to consummate the transactions  contemplated
         hereby.  The execution and delivery by Buyer of this  Agreement and the
         consummation of all transactions contemplated hereby have been duly and
         validly  authorized.  This Agreement has been duly and validly executed
         and delivered by Buyer and constitutes a valid and binding agreement of
         Buyer, enforceable against Buyer in accordance with its terms.

         No person is entitled to any broker, finder,  intermediary or financial
         advisory fee or other  commission  in respect of this  Agreement or the
         transactions contemplated hereby, except for professional fees incurred
         by Buyer, which fees shall be paid by Buyer.

                                    ARTICLE V
                       COVENANTS AND AGREEMENTS OF SELLERS

5.1      Conduct of the Business prior to Closing:  Sellers jointly covenant and
         agree  with  Buyer  that  between  the date of this  Agreement  and the
         Closing Date,  they shall ensure that the  Companies  carry on business
         only in the Ordinary  Course and shall not,  without the prior  written
         approval  of  Buyer,  acquire  any asset or enter  into or  assume  any
         commitment,  obligation or liability  other than in the Ordinary Course
         of business.

5.2      Further  Agreements  and  Covenants of Sellers and  Companies:  Sellers
         covenant and agree that,  from and after the date of this  Agreement to
         and including the Closing  Date,  except as and to the extent,  if any,
         either otherwise provided  specifically  herein or as and to the extent
         that Buyer  specifically  consents  thereto  in  writing,  Sellers  and
         Company shall preserve the Businesses intact, and Sellers and Companies
         shall at their cost obtain all Approvals and Consents and shall provide
         Buyer  with  copies  of all  submissions  and  correspondence  relating
         thereto.

         Sellers  covenant and agree that, from the date of this Agreement up to
         and  including  the Closing  Date,  they will permit Buyer  (itself and
         through its representatives) full access to Companies' offices,  plant,
         properties,  books,  contracts and other  documents  with respect to or
         relating to the Companies,  as Buyer may request and, without charge to
         Buyer, provide to Buyer (itself and its representatives)  copies of any
         existing  operating  and  procedure  manuals  relating  in  any  way to
         Companies' computer systems (and the personnel responsible


<PAGE>


         for  and  familiar  with  such  systems)  used  or  relied  upon by the
         Companies  in  any  aspect  of the  Businesses.  Without  limiting  the
         generality of the  foregoing,  Sellers and Companies  shall  co-operate
         with the representatives and advisors of Buyer so that Buyer may review
         the  applicable  records  of the  Companies  from  which the  Financial
         Statements  were  prepared,  together  with the  working  papers of the
         Accountants,  so as to  confirm  that  the  information  shown  on  the
         Financial  Statements and which formed the basis for the Purchase Price
         is accurate in all material respects.

         Sellers  shall cause the Companies  between the date of this  Agreement
         and the Closing Date,  forthwith  after  becoming aware of the same, to
         disclose  to  Buyer  in  writing  in   reasonable   detail  any  event,
         circumstance or statement of facts (including any omission to act) that
         occurs  between the date of this  Agreement  and the Closing Date which
         has or could have a Material Adverse Effect. True, correct and complete
         copies of all instruments and documents  listed,  described or referred
         to in all  the  Schedules  hereto,  including  without  limitation  all
         material  Contracts,  written Plans,  descriptions of unwritten  Plans,
         have been delivered, or will be delivered forthwith, to Buyer.

                                   ARTICLE VI
                         OTHER AGREEMENTS OF THE PARTIES

6.1      Real Property Leases:  Intentionally Left Blank.

6.2      Termination/Severance/Retirement  Payments and Allowances: Schedule 6.2
         sets  out and  describes  the  termination,  severance  and  retirement
         allowances or payments and the respective dates thereof that will arise
         immediately  after the  Closing  and prior to the  release of funds and
         documents  from escrow and shall be payable by each of the Companies to
         the employees listed therein, less all applicable withholdings, setting
         out in each case the payor,  payee, and the amount to be paid, all such
         payments being proper expenses of the Companies fully deductible by the
         respective  payee as a  legitimate  business  expense  for  income  tax
         purposes.  Upon receipt of the  payments  described in Section 6.2, the
         respective  payees  shall  provide the  Companies  and the Buyer with a
         receipt and  release  relating  to any claims for  bonuses,  severance,
         termination   or  retirement   payments  or   allowances,   in  a  form
         satisfactory to the Buyer.

6.3      Security:

6.3.1    Sellers shall provide Buyer with a first  mortgage (the  "Mortgage") on
         the Property in an amount of one million five hundred  thousand dollars
         ($1,500,000.00)  in the form  attached as Exhibit  6.3, as security for
         the following:

         (a)      for any Loss, as defined in Section 9.1.2 hereof;

         (b)      the payment of all Taxes accrued for the period prior to the 
                  Effective Date; and

         (c)      for the repayment to Buyer of any  overpayment of the Purchase
                  Price as may be  determined  and required in  accordance  with
                  Section 2.3.2 hereof.


<PAGE>



6.3.2    For greater  clarification and notwithstanding  anything else contained
         herein,  the parties agree and acknowledge  that Buyer may exercise its
         rights under the Mortgage only during the following periods:

         (a)      during the survival period stipulated in Section 3.19(a),  for
                  matters   contemplated   by  Section   6.3.1(a)  if  same  are
                  contemplated  by  Sections  3.19(a) or 3.19(b) and for matters
                  contemplated by Section 6.3.1(b); and

         (b)      during the survival period stipulated in Section 3.19(c),  for
                  matters   contemplated  by  Section  6.3.1(a)  which  are  not
                  contemplated   by   3.19(a)  or   3.19(b)   and  for   matters
                  contemplated by Section 6.3.1(c).

6.3.3    Notwithstanding  anything else contained  herein,  the Buyer's remedies
         and  recourse  against the Sellers for any Loss,  liability or claim of
         any  nature  whatsoever  arising  under  or  in  connection  with  this
         Agreement  shall be limited to its rights  under the  Mortgage,  except
         for:

         (a)      except  for   technical   deficiencies   in  the  minute  book
                  documentation  which do not impair  title in or to the Shares,
                  claims that arise from a breach, misstatement or inaccuracy of
                  the representations and warranties contained in Section 3.3(a)
                  which  representations and warranties survive indefinitely and
                  for which the Buyer shall not be limited as to its remedies or
                  recourse; and

         (b)      the rights of set-off provided in Section 9.7.

6.3.4    Notwithstanding  anything else  contained  herein,  unless  proceedings
         under Article IX in respect of a Loss for which the applicable survival
         period has not expired prior to the commencement of such proceedings or
         proceedings  have been  commenced and are actively being pursued on the
         31st day of  December,  2002,  the  Mortgage  shall be  deemed  to have
         expired  and be of no  further  force  or  effect  on the  31st  day of
         December, 2002 (and Buyer agrees to provide Sellers with a discharge of
         the  Mortgage  on  demand  made by any of  Sellers  at any  time  after
         December 31, 2002).

6.4      Tax Covenants:

6.4.1    Tax  Indemnification of Buyer:  Notwithstanding  any other provision of
         this Agreement but subject to the provisions of Section 6.3.3,  Sellers
         hereby agree to indemnify Buyer and its Affiliates  against and hold it
         harmless  from (i) all liability for Taxes of the Companies (on account
         of  their  business  activities  or the  business  activities  of  RBI)
         attributable to such entities' business  activities up to the Effective
         Date  (the  "Pre-Closing  Tax  Period"),  (ii) all  liability  whenever
         incurred for Taxes of Sellers, and (iii) any liability resulting from a
         failure  of any of  Sellers  to fulfil  their  obligations  under  this
         Section 6.4

6.4.2    Tax Indemnification of Sellers:  Notwithstanding any other provision of
         this Agreement,  Buyer hereby agrees to indemnify Sellers and hold them
         harmless from (i) any liability for Taxes of the Companies attributable
         to any taxable periods or portions thereof commencing


<PAGE>


         after the Pre-Closing Tax Period, and (ii) any liability resulting from
         a failure of Buyer to fulfil its obligations under this Section 6.4.

6.4.3    Closing of Taxable Period: Each of Buyer and Sellers agree to cause the
         Companies  to file  all  appropriate  Federal,  Provincial,  local  and
         foreign tax returns (the "Tax  Returns") on the basis that the relevant
         taxation  period ended as of the end of the day prior to the  Effective
         Date.

6.4.4    Preparation and filing of Tax Returns by Sellers: Sellers shall prepare
         and timely file or shall cause the preparation and timely filing of all
         appropriate  Tax Returns that include the income of the  Companies  for
         all  periods  ending  on or  before  the  Effective  Date.  Buyer  will
         co-operate  with  Sellers  in  making  available  to them  any  records
         necessary to enable them to comply with this sub-section  6.4.4. At the
         request of Sellers, Buyer shall cause the companies to grant a Power of
         Attorney  to such  persons as Sellers  may  designate  to file such Tax
         Returns in the name of the Companies.

6.4.5    Preparation and Filing of Tax Returns by the Companies:  Buyer and/or 
         the Companies shall
         ------------------------------------------------------
          prepare  and timely  file or shall  cause the  preparation  and timely
     filings of all Tax Returns of any kind with respect to the  Companies  that
     are in respect of taxation years ending after the Effective  Date.  Sellers
     will co-operate  with Buyer and the Companies in making  available to Buyer
     any records necessary to enable Buyer and the Companies to comply with this
     sub-section 6.4.5. For all tax periods commencing after the Effective Date,
     Buyer and the Companies shall have  responsibility  for the preparation and
     filing of all Tax Returns relating to the assets,  operations and income of
     the Companies.

6.4.6    Payment of Taxes by Sellers  Directly  to Taxing  Authorities:  Sellers
         shall  cause to be accrued on the  closing  balance  sheet  prepared in
         respect of the Buyer's  Calculation  all Taxes due with  respect to Tax
         Returns which are required to be filed pursuant to this Agreement.

6.4.7    Payment of Taxes by Sellers  to Buyer.  With  respect to any Tax due by
         the Companies  for any taxation  year ending after the  Effective  Date
         with respect to Tax  liability  relating to the  activities  of RBI for
         periods prior to the Effective Date,  Sellers shall pay such amount due
         to  Buyer  or the  Companies  on or  before  the  due  date,  including
         extensions  for the payment of taxes with  respect to the Tax Return to
         be filed by Buyer and/or Companies. Any tax credits and any exemptions,
         allowances or deductions  that are calculated on an annual basis,  such
         as the  deduction  for  depreciation,  shall be  apportioned  on a time
         basis.

6.4.8    Consolidated and Unitary Tax Returns.  Sellers agree to permit Buyer to
         cause  either of the  Companies  to elect,  where  permitted by law, to
         carry forward any net  operating  loss,  net capital  loss,  charitable
         contribution or other item arising after the Effective Date that would,
         absent such election,  be carried back to a taxable period of either of
         the Companies ending on or before the Effective Date.

6.4.9    Co-operation in Preparing and Filing Returns.  Sellers and Buyer shall,
         and Sellers and Buyer shall cause the  Companies to,  co-operate  fully
         with each other in connection  with the  preparation  and filing of the
         Tax Returns or other tax returns, including but not limited to


<PAGE>


         the furnishing or making available of records, books of account and any
         other  information  necessary for the  preparation  of any tax returns.
         Buyer shall,  and Buyer shall cause the Companies to,  provide  Sellers
         with completed Tax Returns or tax return  information  packages for the
         Companies including,  but not limited to, all supporting  documentation
         as required in prior years for taxation years ending on or prior to the
         Effective Date.  Sellers shall furnish Buyer with completed federal and
         provincial Tax Returns or with  pro-forma  returns for the Companies by
         the  earlier  of ninety  (90) days  after  receipt  of all  information
         required  for the  proper  completion  of such  returns or on or before
         thirty (30) days prior to the due date of such returns.

6.4.10   Transfer Taxes.  Intentionally Left Blank.

6.4.11   Negotiation, Settlement or Contest of Tax Disputes.  Sellers and their 
         duly appointed
         --------------------------------------------------
          representatives  shall have the sole right to  supervise  or otherwise
     coordinate any tax examination process and to negotiate, resolve, settle or
     contest any asserted Tax deficiencies or assert and prosecute any claim for
     refund of Taxes (a "Tax Claim") for taxation  years ending on or before the
     Effective  Date. In addition,  Sellers shall be entitled to  participate at
     their  expense in the  defense of any Tax Claim  relating  to any  taxation
     years that includes the Effective Date for which Sellers may be required to
     pay amounts to Buyer and/or the  Companies  pursuant to this  Agreement and
     with  the  written  consent  of  Buyer  (which  shall  not be  unreasonably
     withheld)  and/or the  Companies,  and at the Sellers'  sole  expense,  may
     assume the entire defense of such Tax Claim. Buyer shall not, and shall not
     allow either of the Companies to, settle any Tax Claim for a year or period
     ending on or before the  Effective  Date or including  the  Effective  Date
     without the consent of Sellers (which shall not be  unreasonably  withheld)
     if, with respect to such claim, Sellers would be required to pay amounts to
     Buyer and/or the Companies pursuant to this Agreement.

6.4.12   Co-operation in Connection with Examinations.  Buyer shall, and shall 
         cause the Companies
         --------------------------------------------
          to, give prompt  notice to Sellers of the  assertion of any claim,  or
     the commencement of any suit,  action,  proceeding,  investigation or audit
     with respect to any Tax Return for any period or portion  thereof ending on
     or before the Effective Date that includes the operations of the Companies,
     describing in reasonable detail the facts pertaining thereto and the amount
     or an estimate of the amount of the liability  arising  therefrom.  Sellers
     and Buyer shall,  and the Buyer shall cause the  Companies  to,  co-operate
     fully in any such action by furnishing or making available  records,  books
     of  account  or other  materials  or taking  such  other  actions as may be
     necessary or helpful for the defense  against the  assertions of any taxing
     authority as to any consolidated,  combined or separate Tax Return for such
     periods.

6.4.13   Assignment of Tax Refunds.  Buyer shall,  and shall cause the Companies
         to,  assign  and pay over to  Sellers  promptly  upon  receipt  all Tax
         refunds,  including  interest,  received by any of them relating to the
         Companies  with respect to any  taxation  years ended as of or prior to
         the close of business on the  Effective  Date which were not taken into
         account  and  included  in the  determination  of the Net Worth  Value.
         Sellers  shall assign and pay over to Buyer  promptly  upon receipt all
         Tax refunds,  including  interest,  received by any of them relating to
         the  Companies  with  respect to any taxable year or period ended after
         the Effective Date.



<PAGE>


6.4.14   Record Retention.  Seller and Buyer shall retain, and cause the 
         Companies to retain, full and
         ----------------
          complete  records for all taxation years which remain subject to audit
     by action of statute or waiver for all periods or portions  thereof through
     and  including  the  Effective  Date.  To the extent that such  records are
     currently  maintained in both a hard copy and an  electronic  media format,
     the Parties  agree to cause both such types of records  that pertain to the
     income or operations of the companies prior to the close of business on the
     Effective  Date to be  retained by  Companies  and not to be  destroyed  or
     altered without prior written approval of Sellers or Buyer, as the case may
     be. The  Parties  agree to cause the  Companies  to enter into such  record
     retention  agreements as may be requested by Revenue Canada with respect to
     all tax periods ending on or prior to the Effective Date.

6.4.15   Survival.  All rights and obligations  provided for in this Section 6.4
         shall  remain  in force  notwithstanding  any other  provision  of this
         Agreement,  except  in the  event  of  termination  of  this  Agreement
         pursuant to Section 7.3 or Section 8.2.

6.4.16   Priority of Section.  In the event of a conflict between the provisions
         of this  Section  and  any  other  provision  of  this  Agreement,  the
         provisions of this Section 6.4 shall prevail.

6.5      Change of Name.  Within ten (10) days of the  Closing  Date,  the Buyer
         shall  cause RES to change its name to a name that does not include the
         word "Rainbow" or the word "Spotwelding".

6.6      Collection of Accounts  Receivable.  If Buyer receives or either of the
         Companies  receive  any  payment in  respect  of an Account  Receivable
         relating to a transaction that occurred prior to the Effective Date and
         which was not included in the Net Worth  Calculation,  then Buyer shall
         promptly  pay or cause the  Companies to pay the amount of such Account
         Receivable to the Sellers or as the Sellers shall jointly  direct.  Any
         such payment shall be deemed to have  increased  the Purchase  Price by
         the  amount  of such  payment.  Any  Account  Receivable  which was not
         included in the Net Worth Calculation is hereby assigned to Sellers for
         no additional consideration.

6.7      Temporary Occupancy.  Notwithstanding the execution and delivery of the
         Lease,  as described in section 7.3 below,  the parties  agree that the
         corporation  owned and  controlled by the Sellers which is the owner of
         the Rainbow  Assets  shall be permitted to continue to operate from the
         Property for a period of up to sixty (60) days from the Closing Date so
         long as all such operations and activities are not in breach of and are
         subject  to the terms and  conditions  of the Lease as if such  company
         were also a tenant,  and with the understanding and limitation that its
         employees  and agents  shall only be  permitted  access to the Property
         during the regular  business hours of RBR and RES, or upon prior notice
         and the  reasonable  agreement of RBR and RES. The Sellers hereby agree
         to  indemnify  RBR and RES  against  and hold  them  harmless  from all
         losses,  damages,  expenses or liabilities  of whatever  nature or kind
         caused directly or indirectly by such occupation by such company or the
         removal of its assets from the Property.



<PAGE>


                                   ARTICLE VII
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER
                           TO COMPLETE THE TRANSACTION

7.1      Conditions   Precedent:   The  obligation  of  Buyer  to  complete  the
         transactions  contemplated  by this  Agreement  on the Closing  Date is
         subject to and contingent upon the prior  satisfaction of or compliance
         with at or before the Time of Closing, each of the following conditions
         precedent,  each of which is hereby acknowledged to be inserted for the
         exclusive  benefit  of Buyer  and which may be waived by it in its sole
         discretion:

7.1.1    Truth and Accuracy of Representations of Sellers:  All of the 
         representations and warranties
         ------------------------------------------------
          of Sellers  made in or pursuant to this  Agreement,  shall be true and
     correct in all  respects  from and after the date of this  Agreement to and
     including  and as at the  Effective  Date and the Closing Date and with the
     same effect as if made  throughout  such period and as at the Closing  Date
     (except as such  representations  and  warranties  may be  affected  by the
     occurrence of events or transactions  expressly  contemplated and permitted
     hereby) and Buyer shall have received certificates from the Sellers and the
     President of the Companies  certifying the truth and correctness of each of
     the representations and warranties of Sellers contained herein;

7.1.2    Performance of Obligations: Each of the Sellers shall have performed or
         complied  with  all  their   respective   obligations,   covenants  and
         agreements  hereunder and Buyer shall have received a certificate  from
         the Sellers certifying the performance of or compliance with all of its
         and their Companies' obligations, covenants and agreements hereunder;

7.1.3    Receipt of Closing Documentation: All documentation relating to the due
         authorization and completion of the purchase and sale of the Shares and
         all actions and proceedings taken on or prior to the Time of Closing in
         connection with the performance by Sellers of their  obligations  under
         this  Agreement  shall be  reasonably  satisfactory  to  Buyer  and the
         Buyer's   Solicitors  and  Buyer  shall  receive  copies  of  all  such
         documentation or other evidence as it may reasonably  request,  in form
         and substance reasonably satisfactory to Buyer and Buyer's solicitors;

7.1.4    Approvals  and  Consents:   All  Approvals  and  Consents  required  in
         connection with the completion of any of the transactions  contemplated
         by this Agreement,  the execution of this Agreement, or the performance
         of any of the terms and conditions  hereof shall have been obtained and
         delivered to Buyer;

7.1.5    Releases: There shall have been delivered to Buyer a general release by
         Sellers of all of their  claims in respect  of the  Businesses  and the
         Companies up to and including the Closing Date;

7.1.6    Opinion of Sellers'  Solicitors:  Buyer shall have  received an opinion
         dated the Closing Date from Sellers'  Solicitors  substantially  in the
         form of Exhibit 7.1.7 hereto;



<PAGE>


7.2      Non-Competition:  Contemporaneously  with  the  Closing,  each  of  the
         Sellers  shall have  executed  and  delivered  to Buyer,  Mestek and to
         Companies a non-competition and  confidentiality  agreement in the form
         of Exhibit  7.2,  whereunder  each of Sellers  will agree,  among other
         things, not to compete directly or indirectly with the Buyer, Mestek or
         the  Companies in the Business in Canada,  the United  States,  Mexico,
         Japan, Peoples Republic of China,  Lithuania,  Latvia,  Estonia, Russia
         and the Ukraine,  for a period of five (5) years from the Closing Date.
         It is agreed that the business of the manufacture,  sale,  distribution
         and   service   of  spot   welders   shall  be   excluded   from  these
         non-competition agreements;

7.3      Lease:  Contemporaneously  with the Closing,  each of the  Sellers,  as
         landlord of the property and building  municipally known as 1300 Midway
         Boulevard,  Mississauga,  Ontario L5T 2G8 (the "Property"), and RBR and
         RES as  lessees,  shall  enter into a lease (the  "Lease")  in the form
         attached as Exhibit  7.3.  Interests  held by the  Companies  as lessee
         under  such lease  shall be free and clear of any and all  Encumbrances
         other than Permitted Encumbrances. The Lease shall be in full force and
         effect,  in good  standing,  unamended  and be a valid,  binding  lease
         enforceable by the respective Company.  The term of the Lease shall end
         on February 28, 2000.  The landlords  under the Lease are the owners of
         the Property and are not  themselves  tenants.  The rental charge under
         the Lease is $4.50 per square foot on a triple net basis.

7.4      Failure to Meet Conditions:  In case any of the conditions set forth in
         this  Agreement  are not  satisfied  in full on or  before  the Time of
         Closing,  Buyer may at any time  terminate  this Agreement by notice in
         writing to Sellers and in such event  Buyer shall be released  from all
         obligations hereunder,  without in any way limiting any other rights or
         remedies  which  may be  available  to  Buyer  at law or in  equity  or
         otherwise;  provided,  however,  that Buyer  shall be entitled to waive
         compliance  with any such conditions in whole or in part if it sees fit
         to do so without  prejudice to any of its rights of  termination in the
         event of  non-performance  of any other  condition in whole or in part,
         any  such  waiver  to be  binding  upon  Buyer  only if the  same is in
         writing.

7.5      Non-Waiver:  No  investigations  made by or on behalf of Buyer, nor any
         actions  taken by or on behalf of Buyer,  at any time,  shall  have the
         effect of waiving,  diminishing the scope of or otherwise affecting any
         representation,  warranty, covenant or agreement made by Sellers or the
         Shareholders  herein  or  in  any  document,  instrument  or  agreement
         delivered pursuant hereto.

                                  ARTICLE VIII
               CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS
                           TO COMPLETE THE TRANSACTION

8.1      Sellers' Conditions: The obligations of Sellers to complete the sale of
         the  Shares  hereunder  shall  be  subject  to the  satisfaction  of or
         compliance  with, at or before the Closing Date,  each of the following
         conditions  precedent,  each of  which  is  hereby  acknowledged  to be
         inserted for the  exclusive  benefit of Sellers and which may be waived
         by it in its sole discretion:


<PAGE>


8.1.1    Truth and Accuracy of  Representations of Buyer at Closing Time: All of
         the representations and warranties of Buyer made in or pursuant to this
         Agreement  shall be true and correct in all respects from and after the
         date of this  Agreement to and including  and as at the Effective  Date
         and the  Closing  Date and with the same  effect as if made  throughout
         such  period and at and as of the  Closing  Date and Seller  shall have
         received a certificate  from a senior  officer of Buyer  certifying the
         truth and  correctness of the  representations  and warranties of Buyer
         hereunder;

8.1.2    Performance  of Agreement:  Buyer shall have performed or complied with
         all its  obligations,  covenants and  agreements  hereunder and Sellers
         shall  have  received  a  certificate  from a senior  officer  of Buyer
         certifying  the   performance  of  and  compliance   with  all  of  its
         obligations, covenants and agreements; and

8.1.3    Receipt of Closing  Documents:  All  documentation  relating to the due
         authorization and completion of the purchase and sale of the Shares and
         all actions and proceedings taken on or prior to the Time of Closing in
         connection with the performance by Buyer of its obligations  under this
         Agreement shall be reasonably  satisfactory to Sellers and the Sellers'
         Solicitors and Seller shall receive copies of all such documentation or
         other  evidence as it may  reasonably  request,  in form and  substance
         reasonably satisfactory to Seller and Sellers' solicitors;

8.1.4    Opinion of Buyer's  Solicitors:  Sellers shall have received an opinion
         dated the Closing Date from Buyer's  Solicitors,  substantially  in the
         form annexed hereto as Exhibit 8.1.4.

8.2      Consulting  Agreements:  Contemporaneously  with the Closing, RBR shall
         have  entered  into  consulting  agreements  with each of  Domenic  and
         Antonio, in substantially the form of Exhibit 8.2.

8.3      Failure to Meet Conditions:  In case any of the conditions set forth in
         this  Agreement  are not  satisfied  in full on or  before  the Time of
         Closing,  Sellers may at any time terminate this Agreement by notice in
         writing to Buyer and in such event  Sellers  shall be released from all
         obligations hereunder,  without in any way limiting any other rights or
         remedies  which may be  available  to  Sellers,  at law or in equity or
         otherwise;  provided,  however, that Sellers shall be entitled to waive
         compliance  with any such conditions in whole or in part if it sees fit
         to do so without  prejudice to any of its rights of  termination in the
         event of  non-performance  of any other  condition in whole or in part,
         any such  waiver  to be  binding  upon  Sellers  only if the same is in
         writing.

                                   ARTICLE IX
                                   INDEMNITIES
                                9.1 Definitions
         In this Article 9 the following terms shall have the following meanings
         respectively:

9.1.1    "Breach" means any  non-performance  of any covenant or agreement to be
         observed or performed by Sellers under this  Agreement or any document,
         agreement or instrument delivered pursuant hereto or any incorrectness,
         misstatement or breach of any representation


<PAGE>


         or warranty of Sellers contained in this Agreement or in any 
         certificate or other document furnished by Seller;

9.1.2 "Loss" means the aggregate of the amount  necessary to put Buyer
     or Companies  into the position  (financial or otherwise)  which would have
     existed if a Breach had not occurred, including any diminution in the value
     of the Businesses,  the Companies or the Shares,  and all damages,  claims,
     demands,  actions,  causes of action,  costs,  liabilities,  taxes,  fines,
     penalties or expenses  (including all reasonable legal expenses incurred by
     Buyer or  Companies on a solicitor  and client  basis) which may be made or
     brought or levied  against  Buyer or  Companies or which either of them may
     suffer or incur as a result of, in respect  of, or arising out of a Breach;
     and

9.1.3 "Claim" means any event, action or proceeding that may result in a Loss.

9.2      Indemnification

         From and after the Closing,  Sellers jointly and severally covenant and
         agree to indemnify  and save Buyer fully  harmless from and against any
         Loss subject to a deductible in the aggregate of $25,000.00. Any amount
         payable  pursuant to this  Article 9 shall bear  interest at a rate per
         annum equal to the prime rate of interest  charged by Buyer's bank from
         time  to  time,  calculated  and  payable  monthly,  before  and  after
         judgment,  with interest on overdue interest at the same rate, from the
         date the Breach occurred or the Claim arose  (whichever is the earlier)
         to the date of payment.

9.3      Notification

         Buyer  shall  notify  Sellers  promptly  after it becomes  aware of any
         matters for which they may be liable  under  section 9.2 and subject to
         the  provisions  of section 9.4 hereof  Sellers shall have the right to
         participate in any negotiations with respect thereto.

9.4      Right to Dispute

         Sellers  shall at all  times  have the  right  at its sole  expense  to
         resist,  defend,  compromise  or settle any Claim which may result in a
         Loss, provided, however, that:

9.4.1    Seller must give notice to Buyer of its intent to do so, promptly after
         receipt of notification from Buyer pursuant to section 9.3;

9.4.2 Seller must do so diligently  and  reasonably  throughout the period while
such Claim exists;

9.4.3    with respect to any Claim which results from a reassessment of Tax, the
         rights of Sellers under this section 9.4 shall apply only after payment
         of, or provision  of security for the amount of any such  re-assessment
         where such  payment or  provision  of  security  is required to be made
         notwithstanding  any  dispute  relating  thereto.  Promptly  after  the
         reimbursement  to Buyer of any amount paid by Sellers in respect of any
         re-assessment  which is finally  determined  not to be due, Buyer shall
         repay the amount so received by it to them  together  with any interest
         paid to it thereon;



<PAGE>


9.4.4    failing  prompt  receipt  by  Buyer,  of  the  notice  referred  to  in
         subsection 9.4.1 hereof, Buyer may resist, defend, compromise or settle
         such Claim without the participation or consent of Sellers;

9.4.5    if  Sellers  at any time  fail to  resist  and  defend  diligently  and
         reasonably  any Claim  pursuant  to this  section  9.4,  their right to
         defend the Claim shall terminate at the option of Buyer. In such event,
         Buyer may assume the  defence  of such  Claim and may  resist,  defend,
         compromise or settle such Claim without the participation or consent of
         Sellers.

9.5      Cooperation of Buyer

         During  the  period  that  Sellers  are  entitled  to defend  any Claim
         pursuant  to section  9.4,  Buyer shall (but at the expense of Sellers)
         co-operate  with Sellers in  connection  with the defence of such Claim
         and shall  provide  Sellers  with access to and copies of all  relevant
         books  and  records  relating  to such  Claim  provided  that if  Buyer
         re-assumes  the defence of such Claim as provided in subsection  9.4.5,
         all such information and material shall be forthwith returned to Buyer.

9.6      Limitation

         The  obligations  of Sellers  under this  Article 9 are  subject to the
         limitations  set forth in Article 3  relating  to the  survival  of the
         representations and warranties referred to in this Agreement.

9.7      Set-Off

         Buyer may set-off any amounts owed to Sellers  under the Lease  against
         any  amounts  owing to Buyer as  repayment  of any  overpayment  of the
         Purchase Price as determined in accordance with Section 2.3.2(b). There
         shall be no other right of legal or equitable  set-off  arising from or
         related  to this  Agreement  in favour of  Buyer,  Mestek or  Companies
         against any amount  contemplated  by this  Agreement  or any Exhibit to
         this Agreement.

                                    ARTICLE X
                                     NOTICES

10.1     Method of Delivery

         Any notice, demand or other communication  (hereinafter in this section
         10.1 called a "notice")  required or permitted to be given to any party
         hereunder shall be in writing and shall be personally delivered to such
         party or director or a  responsible  officer of such party,  or sent by
         telecopier, confirmed by pre-paid courier.

10.2     Addresses for Delivery

         Any notices  given  pursuant to section 10.1 shall be sent to the party
         or parties,  as the case may be, at their respective  addresses set out
         below:




<PAGE>


         (a)      in the case of a notice to Buyer or Mestek, at:

                  Mestek Canada Inc.
                  5211 Creekbank Road
                  Mississauga, Ontario
                  L4W 1R3

                  Facsimile:  (416) 564-6008
                  Attention:  The President


                  with a copy to:

                  Mestek, Inc.
                  260 North Elm Street
                  Westfield, MA 01085
                  U. S. A.

                  Facsimile:  413-568-7428
                  Attention:  Bruce Dewey


                  with a copy to:

                  Baker & McKenzie
                  Barristers & Solicitors
                  BCE Place
                  181 Bay Street, Suite 2100
                  P.O. Box 874
                  Toronto, Ontario
                  M5J 2T3

                  Facsimile:  (416) 863-6275
                  Attention:  Edward J. Kowal, Q.C.


<PAGE>


         (b)      in the case of a notice to Sellers, at:

                  Susan Ruscio
                  5186 Sunrice Court
                  Mississauga, Ontario
                  L5R 2T5

                  Giuseppe Ruscio
                  5186 Sunrice Court
                  Mississauga, Ontario
                  L5R 2T5

                  Maria Teresa Ruscio
                  107 Conti Crescent
                  Woodbridge, Ontario
                  L4L 7G7

                  Antonio Ruscio
                  107 Conti Crescent
                  Woodbridge, Ontario
                  L4L 7G7

                  Domenic S. Ruscio
                  679 Esprit Crescent
                  Mississauga, Ontario
                  L5R 3B9

                  Alessandra Ruscio
                  679 Esprit Crescent
                  Mississauga, Ontario
                  L5R 3B9

                  with a copy to:

                  Pallett Valo
                  90 Burnhamthorpe Road West, Suite 1600
                  Mississauga, Ontario
                  L5B 3C3

                  Facsimile:  (905) 273-6920
                  Attention:  Murray Gottheil

                  or at such other  address as the party to whom such  notice is
                  to be given shall have last notified the party giving the same
                  in the manner provided in this Article 10.


<PAGE>


10.3     Timing of Delivery

         Any notice given by personal  delivery or by telecopier shall be deemed
         to be  given  and  received  on the  date  of  delivery  or  telecopier
         transmission,  as the case may be,  provided  that if such day is not a
         Business  Day,  then the notice  shall be deemed to have been given and
         received on the Business Day next  following such day. Any notice given
         by pre-paid  courier shall be deemed to have been given and received on
         the date delivered by such courier,  provided that if such day is not a
         Business  Day,  then the notice  shall be deemed to have been given and
         received on the Business Day next following such day.

                                   ARTICLE XI
                                  MISCELLANEOUS
11.1 Further Assurances

         Each  party  hereto  hereby  agrees  that it will do all such  acts and
         execute all such further documents,  conveyances,  deeds,  assignments,
         transfers  and the like,  and will cause the doing of all such acts and
         will cause the  execution of all such  further  documents as are within
         its power as any other  party  hereto may in writing  from time to time
         reasonably request be done and/or executed,  in order to consummate the
         transactions contemplated hereby or as may be necessary or desirable to
         effect the purpose of this  Agreement  or any  document,  agreement  or
         instrument  delivered pursuant hereto and to carry out their provisions
         or to better or more properly or fully  evidence or given effect to the
         transactions  contemplated hereby,  whether before or after the Closing
         Date.

11.2     Expenses

         Each  party  hereto  shall pay all of their own  expenses  incurred  in
         connection   with  the   authorization,   preparation,   execution  and
         performance  of  this  Agreement  and  the  transactions   contemplated
         hereunder,  whether  or  not  the  Closing  occurs,  including  without
         limitation  all fees and expenses of their  respective  legal  counsel,
         accountants or other  representatives or consultants.  It is understood
         that any amounts  paid by the  Companies  shall be  permitted  expenses
         provided same are rendered and paid prior to the  determination  of the
         Net Worth of the Companies.

11.3     Benefit and Binding Nature of Agreement

         This Agreement  shall enure to the benefit of and shall be binding upon
         the parties hereto  together with their  respective  heirs,  executors,
         successors  and assigns but shall not be assignable by any party hereto
         without the prior written consent of the other parties hereto.

11.4     Confidentiality

         If the  transaction  contemplated  by this  Agreement is not completed,
         Buyer shall not, except as contemplated below,  directly or indirectly,
         use for  its own  purposes  or  communicate  to any  other  Person  any
         confidential information or data relating to Sellers, Companies or to


<PAGE>


         the  Businesses   which  becomes  known  to  Buyer,   its  accountants,
         professional advisers or representatives as a result of Sellers' making
         the same  available in  connection  with the  transaction  contemplated
         hereby. The foregoing shall not prevent Buyer from disclosing or making
         available  to its  accountants,  professional  advisers and bankers and
         other lenders, whether current or prospective,  any such information or
         data for the  purposes  of  completing  the  transactions  contemplated
         herein.

11.5     Publication

         No party  shall,  between  the date of this  Agreement  and the Closing
         Date, without the prior written consent of the other party hereto, make
         any  public   statement  or  release  to  the  press   concerning   the
         transactions contemplated by this Agreement except as may be necessary,
         in the opinion of Seller's Solicitors and Buyer's Solicitors, to comply
         with the requirements of any Law or the order or judgment of a court or
         tribunal of competent  jurisdiction.  If any such public  announcement,
         statement or release is so required,  the parties will consult prior to
         making such  announcement,  statement  or release,  and shall use their
         best efforts,  acting  reasonably and in good faith,  to agree upon the
         form and substance thereof.

11.6     Currency

         All amounts expressed herein,  unless otherwise expressly stated, shall
         be in lawful money of Canada.

11.7     Counterparts

         This Agreement may be executed in one or more  counterparts.  Each such
         counterpart shall for all purposes be deemed to be an original, but all
         such   counterparts   shall  together   constitute  one  and  the  same
         instrument.

11.8     Guarantee of Mestek

         Mestek hereby  guarantees the  performance of the  obligations of Buyer
         pursuant hereto and agrees to indemnify and hold Sellers  harmless from
         and in respect of any damages,  claims or expenses  (including  without
         limitation,  legal fees on a solicitor and client basis)  against Buyer
         arising out of or in connection hereto.

         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as
of the date first above written.

Sellers:


/S/ SUSAN RUSCIO                               /S/ PALLETT VALO
------------------------------------          ---------------------------------
Susan Ruscio                                   Witness


<PAGE>


/S/ GIUSEPPE RUSCIO                            /S/ PALLETT VALO
------------------------------------           ---------------------------------
Giuseppe Ruscio                                Witness


/S/ MARIA TERESA RUSCIO                        /S/ PALLETT VALO
------------------------------------           ---------------------------------
Maria Teresa Ruscio                            Witness


/S/ ANTONIO RUSCIO                             /S/ PALLETT VALO
------------------------------------           ---------------------------------
Antonio Ruscio                                 Witness


/S/ DOMENIC S. RUSCIO                          /S/ PALLETT VALO
------------------------------------           ---------------------------------
Domenic S. Ruscio                              Witness


/S/ ALESSANDRA RUSCIO                          /S/ PALLETT VALO
------------------------------------           ---------------------------------
Alessandra Ruscio                              Witness



                                              1291893 ONTARIO INC.



                                              Per:  /S/ STEPHEN M. SHEA
                                              ----------------------------------


                                              MESTEK CANADA INC.



                                              Per:  /S/ STEPHEN M. SHEA
                                              ----------------------------------