##### 



Exhibit 10.7
 PURCHASE AGREEMENT
 BY AND BETWEEN
 ELK PREMIUM BUILDING PRODUCTS, INC.
 AND
 JOSEPH PRESSUTTI AND
SUSAN PRESSUTTI, BOTH INDIVIDUALLY
AND AS TRUSTEES OF
THE PRESSUTTI FAMILY TRUST
 AUGUST
25, 2005




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##### 



TABLE OF CONTENTS
 Page1.
    
    DEFINITIONS
    
    
    12.
    
    PURCHASE AND SALE OF COMPANY SHARES, PURCHASED REAL ESTATE AND PURCHASED INTELLECTUAL PROPERTY
    
    
    7(a)
    
    Basic Transaction
    
    
    7(b)
    
    Purchase Price
    
    
    7(c)
    
    Allocation
    
    
    8(d)
    
    The Closing
    
    
    8(e)
    
    Deliveries at the Closing
    
    
    8(f)
    
    Inventory Valuation and Adjustment of Purchase Price
    
    
    93.
    
    REPRESENTATIONS AND
WARRANTIES CONCERNING THE TRANSACTION, THE PURCHASED REAL ESTATE, AND THE PURCHASED INTELLECTUAL PROPERTY
    
    
    10(a)
    
    Representations and Warranties of the Sellers
    
    
    10(i)
    
    Organization; Authorization of Transaction
    
    
    10(ii)
    
    Noncontravention
    
    
    11(iii)
    
    Brokers Fees
    
    
    11(iv)
    
    Company Shares
    
    
    11(v)
    
    Purchased Real Estate
    
    
    11(vi)
    
    Purchased Intellectual Property
    
    
    13(b)
    
    Representations and Warranties of the Buyer
    
    
    16(i)
    
    Organization of the Buyer
    
    
    16(ii)
    
    Authorization of Transaction
    
    
    16(iii)
    
    Noncontravention
    
    
    16(iv)
    
    Brokers Fees
    
    
    16(v)
    
    Investment
    
    
    16(vi)
    
    Tax Elections
    
    
    174.
    
    REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND ITS SUBSIDIARIES
    
    
    17(a)
    
    Organization, Qualification, and Corporate Power
    
    
    17(b)
    
    Capitalization
    
    
    17
 -i-




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TABLE OF CONTENTS
 Page(c)
    
    Noncontravention
    
    
    18(d)
    
    Brokers Fees
    
    
    18(e)
    
    Title to Assets
    
    
    18(f)
    
    Subsidiaries
    
    
    18(g)
    
    Financial Statements
    
    
    19(h)
    
    Events Subsequent to Most Recent Fiscal Year End
    
    
    19(i)
    
    Undisclosed Liabilities
    
    
    22(j)
    
    Legal Compliance
    
    
    22(k)
    
    Tax Matters
    
    
    22(l)
    
    Real Property
    
    
    24(m)
    
    Intellectual Property
    
    
    25(n)
    
    Tangible Assets
    
    
    26(o)
    
    Inventory
    
    
    26(p)
    
    Contracts
    
    
    27(q)
    
    Notes and Accounts Receivable
    
    
    28(r)
    
    Powers of Attorney
    
    
    28(s)
    
    Insurance
    
    
    28(t)
    
    Litigation
    
    
    29(u)
    
    Product Warranty and Advertising
    
    
    29(v)
    
    Product Liability
    
    
    29(w)
    
    Employees
    
    
    30(x)
    
    Employee Benefits
    
    
    30(y)
    
    Guaranties
    
    
    32(z)
    
    Environment, Health, and Safety
    
    
    32(aa)
    
    Certain Business Relationships with the Company and its Subsidiaries
    
    
    33(bb)
    
    Off-site Disposal of Hazardous Materials
    
    
    33(cc)
    
    Customers and suppliers
    
    
    34(dd)
    
    Projections
    
    
    34(ee)
    
    Disclosure
    
    
    34
 -ii-




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TABLE OF CONTENTS
 Page(ff)
    
    Disclaimer
    
    
    345.
    
    PRE-CLOSING COVENANTS
    
    
    35(a)
    
    General
    
    
    35(b)
    
    Notices and Consents
    
    
    35(c)
    
    Operation of Business
    
    
    35(d)
    
    Preservation of Business
    
    
    36(e)
    
    Access
    
    
    36(f)
    
    Notice of Developments
    
    
    36(g)
    
    Exclusivity
    
    
    36(h)
    
    Key Employee Agreements
    
    
    36(i)
    
    Releases
    
    
    376.
    
    POST-CLOSING COVENANTS
    
    
    37(a)
    
    General
    
    
    37(b)
    
    Litigation Support
    
    
    38(c)
    
    Transition
    
    
    38(d)
    
    Confidentiality
    
    
    38(e)
    
    Covenant Not to Compete
    
    
    39(f)
    
    Non-solicitation of Employees
    
    
    39(g)
    
    Termination of Agreement with ABMT
    
    
    397.
    
    CONDITIONS TO OBLIGATIONS TO CLOSE
    
    
    39(a)
    
    Conditions to Obligation of the Buyer
    
    
    39(b)
    
    Conditions to Obligation of the Sellers
    
    
    418.
    
    REMEDIES FOR BREACHES OF THIS AGREEMENT
    
    
    42(a)
    
    Survival of Representations and Warranties
    
    
    42(b)
    
    Indemnification Provisions for Benefit of the Buyer
    
    
    42(c)
    
    Indemnification Provisions for Benefit of the Sellers
    
    
    43(d)
    
    Matters Involving Third Parties
    
    
    43(e)
    
    Determination of Adverse Consequences
    
    
    45(f)
    
    Exclusive Remedy
    
    
    45
 -iii-




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TABLE OF CONTENTS
 Page9.
    
    TAX MATTERS
    
    
    45(a)
    
    Cooperation on Tax Matters
    
    
    45(b)
    
    Tax Sharing Agreements
    
    
    46(c)
    
    Certain Taxes
    
    
    4610.
    
    TERMINATION
    
    
    46(a)
    
    Termination of Agreement
    
    
    46(b)
    
    Effect of Termination
    
    
    4711.
    
    MISCELLANEOUS
    
    
    47(a)
    
    Press Releases and Public Announcements
    
    
    47(b)
    
    No Third Party Beneficiaries
    
    
    47(c)
    
    Entire Agreement
    
    
    47(d)
    
    Succession and Assignment
    
    
    47(e)
    
    Counterparts
    
    
    47(f)
    
    Headings
    
    
    48(g)
    
    Notices
    
    
    48(h)
    
    Governing Law
    
    
    49(i)
    
    Amendments and Waivers
    
    
    49(j)
    
    Severability
    
    
    49(k)
    
    Expenses
    
    
    49(l)
    
    Construction
    
    
    49(m)
    
    Incorporation of Exhibits, Annexes, and Schedules
    
    
    50(n)
    
    Specific Performance
    
    
    50(o)
    
    Submission to Jurisdiction
    
    
    50(p)
    
    Joint and Several Obligations
    
    
    50
 Annex 1:
    
    Exceptions to the Representations and Warranties of the SellersAnnex 2:
    
    Exceptions to the Representations and Warranties of the BuyerAnnex 3:
    
    Sellers Personal PropertyExhibit A:
    
    Form of Escrow AgreementExhibit B-1:
    
    Purchased Intellectual PropertyExhibit B-2:
    
    Intellectual Property Retained by Seller
 -iv-




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TABLE OF CONTENTS
 PageExhibit C:
    
    Purchased Real EstateExhibit D:
    
    Forms of AssignmentsExhibit E:
    
    Form of Assumption Agreement (Note and Deed of Trust)Exhibit F:
    
    Financial StatementsExhibit G:
    
    Capital Budget of the Company and its SubsidiariesExhibit H:
    
    [Intentionally Omitted]Exhibit I:
    
    Agreement of Purchase and Sale of Real Estate and Escrow InstructionsExhibit J:
    
    Agreement of Purchase and Sale of Real Estate and Escrow InstructionsExhibit K:
    
    Preliminary Title Reports
 -ii-




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PURCHASE AGREEMENT
 Buyer Pressutti Family Trust Sellers Parties
 RECITALS
 Company
   1.
    
    DEFINITIONS.
 3441 South Willow Investments, L.P.
 Adverse Consequences
 Affiliate
 Affiliated Group
 Assumed Real Estate Debt
 1




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##### 



Basis
 Buyer
 CERCLA
 Closing
 Closing Date
 Code
 Company
 Company Share
 Confidential Information
 Confidentiality Agreement
 Controlled Group of Corporations
 Deferred Intercompany Transaction
 Disclosure Schedule
 Employee Benefit Plan
 Employee Pension Benefit Plan
 2




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##### 



Employee Welfare Benefit Plan
 Environment
 Environmental Law
 Environmental Permits
 ERISA
 Escrow Agreement
 Facilities
 Fiduciary
 Financial Statement
 GAAP
 Hazardous Materials
 Indemnified Party
 3




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##### 



Indemnifying Party
 Intellectual Property
 IP Purchase Price
 Joseph Pressutti
 Knowledge
 Liability
 Material Adverse Effect Material Adverse Change
 4




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##### 



Most Recent Balance Sheet
 Most Recent Financial Statements
 Most Recent Fiscal Month End
 Most Recent Fiscal Year End
 Multiemployer Plan
 Non-compete Payment
 Occupational Safety and Health Law
 Off-site Waste Facilities
 Ordinary Course of Business
 Party
 PBGC
 Person
 Pressutti Family Trust
 Process Agent
 Prohibited Transaction
 Purchased Intellectual Property
 5




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##### 



Purchased Real Estate
 Purchased Real Estate Agreements
 Purchase Price
 Release
 Reportable Event
 Securities Act
 Securities Exchange Act
 Security Interest
 Sellers
 Sellers Affiliates
 Share Purchase Price
 Subsidiary
 Susan Pressutti
 6




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Tax
 Tax Return
 Third Party Claim
 Title Reports
 2.
    
    PURCHASE AND SALE OF COMPANY SHARES, PURCHASED REAL ESTATE AND PURCHASED INTELLECTUAL PROPERTY.
 Basic Transaction.
 Purchase Price. Share Purchase Price provided, however IP Purchase Price Purchase Price Non-compete Payment
 7




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##### 



Allocation
 The Closing. Closing Closing
Date
 Deliveries at the Closing.
 8




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##### 



Inventory Valuation and Adjustment of Purchase Price.
 e.g.
   9




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##### 



i.e. less less
  3.
    
    REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION, THE PURCHASED REAL ESTATE, AND THE
PURCHASED INTELLECTUAL PROPERTY.
 Representations and Warranties of the Sellers.
 Organization; Authorization of Transaction.
 10




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##### 



Noncontravention.
 Brokers Fees.
 Company Shares.
 Purchased Real Estate.
  11




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##### 



12




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Purchased Intellectual Property.
   13




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##### 



14




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##### 



Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY
AGREEMENT OR CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, SELLERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY SHARES, THE PURCHASED
INTELLECTUAL PROPERTY, THE COMPANY OR ANY OF ITS ASSETS, LIABILITIES, ON-GOING
CONTRACTS AND OBLIGATIONS, OR ANY OF COMPANYS OPERATIONS OR BUSINESSES, INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, NON-INFRINGEMENT OR PROJECTED FINANCIAL RESULTS, AND ANY SUCH OTHER
REPRESENTATIONS OR WARRANTIES OR GUARANTEES ARE HEREBY EXPRESSLY DISCLAIMED.
 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR ANY AGREEMENT OR CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE
SELLER IS GIVING NO ASSURANCES THAT ANY MANUFACTURER, SUPPLIER, LESSOR, CUSTOMER, OR
OTHER PARTY WITH WHICH THE SELLERS OR THE COMPANY HAS A RELATIONSHIP WILL CONTINUE
ON AND AFTER THE CLOSING TO MAINTAIN ITS RELATIONSHIP REGARDING THE COMPANY AND ITS
BUSINESS WITH THE BUYER OR THE COMPANY OR MAINTAIN SUCH RELATIONSHIP ON THE SAME
TERMS THAT IT IS NOW CONDUCTED WITH THE SELLERS AND THE COMPANY.
 IN CONNECTION WITH THE BUYERS INVESTIGATION OF THE COMPANY, THE COMPANY
SHARES, THE PURCHASED INTELLECTUAL PROPERTY, AND THE PURCHASED REAL ESTATE, THE
BUYER HAS RECEIVED CERTAIN ESTIMATES, PROJECTIONS, AND OTHER FORECASTS REGARDING THE
COMPANYS FUTURE RESULTS OF OPERATIONS AND FINANCIAL CONDITION. THE BUYER
ACKNOWLEDGES THAT THERE ARE UNCERTAINTIES
 15




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##### 



INHERENT IN ATTEMPTING TO MAKE SUCH
ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND THAT THE BUYER IS FAMILIAR WITH SUCH
UNCERTAINTIES. ACCORDINGLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY
AGREEMENT OR CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE SELLERS ARE NOT
MAKING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH ESTIMATES, PROJECTIONS,
AND OTHER FORECASTS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH
ESTIMATES, PROJECTIONS, AND FORECASTS OR THAT SUCH ESTIMATES, PROJECTIONS, AND
FORECASTS WILL BE ACHIEVED).
 Representations and Warranties of the Buyer.
 Organization of the Buyer.
 Authorization of Transaction.
 Noncontravention.
 Brokers Fees.
 Investment.
 16




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##### 



Tax Elections.
 REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND ITS SUBSIDIARIES Disclosure
Schedule
 Organization, Qualification, and Corporate Power.
 Capitalization.
 17




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##### 



Noncontravention.
 Brokers Fees.
 Title to Assets.
 Subsidiaries.
 18




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##### 



Financial Statements. Financial Statements Most Recent Fiscal Year End Most Recent Financial
Statements Most Recent Fiscal Month
End
 Events Subsequent to Most Recent Fiscal Year End.
    19




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##### 



20




---



##### 



21




---



##### 



Undisclosed Liabilities.
 Legal Compliance.
 Tax Matters.
    22




---



##### 



23




---



##### 



Real Property.
          24




---



##### 



Intellectual Property.
    25




---



##### 



Tangible Assets.
 Inventory.
 26




---



##### 



Contracts.
          27




---



##### 



Notes and Accounts Receivable.
 Powers of Attorney.
 Insurance.
 28




---



##### 



Litigation.
 Product Warranty and Advertising.
 Product Liability.
 29




---



##### 



Employees.
 Employee Benefits.
     30




---



##### 



31




---



##### 



Guaranties.
 Environment, Health, and Safety.
  Environmental Permits
  Off-site Waste Facilities CERCLA
  32




---



##### 



Certain Business Relationships with the Company and its Subsidiaries.
 Off-site Disposal of Hazardous Materials.
 33




---



##### 



Customers and suppliers.
   Projections.
 Disclosure.
 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY AGREEMENT OR
CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE SELLERS MAKE NO REPRESENTATIONS,
WARRANTIES, OR GUARANTEES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AT LAW OR IN EQUITY, IN
RESPECT OF THE COMPANY SHARES, THE PURCHASED INTELLECTUAL PROPERTY, THE COMPANY, ITS SUBSIDIARIES,
OR ANY OF THEIR ASSETS, LIABILITIES, ON-GOING CONTRACTS AND OBLIGATIONS, OR ANY OF COMPANY AND ITS
SUBSIDIARIES OPERATIONS OR BUSINESSES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR PROJECTED FINANCIAL
RESULTS, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES OR GUARANTEES ARE HEREBY EXPRESSLY
DISCLAIMED.
 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR
ANY AGREEMENT OR CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE SELLER IS GIVING NO ASSURANCES THAT ANY MANUFACTURER, SUPPLIER, LESSOR,
 34




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##### 



CUSTOMER, OR OTHER PARTY WITH WHICH THE SELLERS OR THE COMPANY HAS A RELATIONSHIP WILL CONTINUE ON AND AFTER THE CLOSING TO
MAINTAIN ITS RELATIONSHIP REGARDING THE COMPANY AND ITS BUSINESS WITH THE BUYER OR THE COMPANY OR
MAINTAIN SUCH RELATIONSHIP ON THE SAME TERMS THAT IT IS NOW CONDUCTED WITH THE SELLERS AND THE
COMPANY.
 IN CONNECTION WITH THE BUYERS INVESTIGATION OF THE COMPANY, THE COMPANY SHARES, THE PURCHASED
INTELLECTUAL PROPERTY, AND THE PURCHASED REAL ESTATE, THE BUYER HAS RECEIVED CERTAIN ESTIMATES,
PROJECTIONS, AND OTHER FORECASTS REGARDING THE COMPANYS FUTURE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION. THE BUYER ACKNOWLEDGES THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH
ESTIMATES, PROJECTIONS, AND OTHER FORECASTS AND THAT THE BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES.
ACCORDINGLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY AGREEMENT OR CERTIFICATE
DELIVERED PURSUANT TO THIS AGREEMENT, THE SELLERS ARE NOT MAKING ANY REPRESENTATION OR WARRANTY
WITH RESPECT TO SUCH ESTIMATES, PROJECTIONS, AND OTHER FORECASTS (INCLUDING THE REASONABLENESS OF
THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS, AND FORECASTS AND FORECASTS OR THAT SUCH
ESTIMATES, PROJECTIONS, AND FORECASTS WILL BE ACHIEVED).
 PRE-CLOSING COVENANTS
 General.
 Notices and Consents.
 Operation of Business.
 35




---



##### 



Preservation of Business.
 Access.
 Notice of Developments.
 Exclusivity.
 Key Employee Agreements.
 36




---



##### 



Releases.
 POST-CLOSING COVENANTS
 General.
 37




---



##### 



Litigation Support.
 Transition.
 Confidentiality.
 38




---



##### 



Covenant Not to Compete.
 Non-solicitation of Employees.
 Termination of Agreement with ABMT.
 CONDITIONS TO OBLIGATIONS TO CLOSE
 Conditions to Obligation of the Buyer.
  39




---



##### 



40




---



##### 



Conditions to Obligation of the Sellers.
      41




---



##### 



REMEDIES FOR BREACHES OF THIS AGREEMENT
 Survival of Representations and Warranties.
 Indemnification Provisions for Benefit of the Buyer.
 42




---



##### 



provided however provided further provided further not
 Indemnification Provisions for Benefit of the Sellers.
 Matters Involving Third Parties.
 Indemnified Party Third Party Claim Indemnifying Party
 43




---



##### 



44




---



##### 



Determination of Adverse Consequences
 Exclusive Remedy
 TAX MATTERS
 Cooperation on Tax Matters.
    45




---



##### 



Tax Sharing Agreements.
 Certain Taxes.
 TERMINATION
 Termination of Agreement.
    46




---



##### 



Effect of Termination.
 MISCELLANEOUS
 Press Releases and Public Announcements.
 No Third Party Beneficiaries.
 Entire Agreement.
 Succession and Assignment.
 Counterparts.
 47




---



##### 



Headings.
 Notices.
 If to the Sellers
 
 with a copy to
 
 If to the Buyer
 
 with a copy to
 
 If to the Process Agent
 
 48




---



##### 



Governing Law.
 Amendments and Waivers.
 Severability.
 Expenses.
 Construction.
 49




---



##### 



Incorporation of Exhibits, Annexes, and Schedules.
 Specific Performance.
 Submission to Jurisdiction. Process Agent
 Joint and Several Obligations .
  50




---



##### 



BUYER
  By:Name:Title:
 SELLERS
 Joseph PressuttiSusan PressuttiThe Pressutti Family Trust
 By:Susan Pressutti, co-trusteeBy:Joseph Pressutti, co-trustee
 51




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##### 



ANNEX 1




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##### 



ANNEX 2




---



##### 



ANNEX 3




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##### 



EXHIBIT A




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##### 



EXHIBIT B-1
  A. Issued U.S. Patents
 U.S. PatentNumber
    
    TitleRE 36,858
    
    Low-Cost Highly Aesthetic and Durable Shingle5,365,711
    
    Low-Cost Highly Aesthetic and Durable Shingle4,920,721
    
    High Profile Fiberglass Shingle
 B. Patent Applications Still in Progress (not yet filed with USPTO)
 Subject Matter of Patent Application
    
    InventorsContinuation-in-part application to be prepared to cover improvements to
U.S. Application No. 10/453,699
    
    Joseph Pressutti,
Lawrence Penner,
Frank Gardanier and
Walter BeckerMethods and machines for making the King Ridge and Chancellor products
 related to U.S. Application No. 10/288,202
    
    Lawrence Penner




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##### 



EXHIBIT B-2




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##### 



EXHIBIT C
  3333 S. Willow Avenue, Fresno, California
    AND
 3441 S. Willow Avenue, Fresno, California




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##### 



EXHIBIT D




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##### 



EXHIBIT E




---



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EXHIBIT F




---



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EXHIBIT G




---



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EXHIBIT H




---



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EXHIBIT I




---



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EXHIBIT J




---



##### 



EXHIBIT K