Exhibit 10.2



                                 ASSET PURCHASE
                                 BY AND BETWEEN
                         CHAMPION TRAILER COMPANY, L.P.
                                       AND
                             HAROLD PECK, MARY PECK,
                             CHAMPION TRAILER, LTD.
                        (F/K/A) CHAMPION TRAILER, L.L.C.,
                            CHAMPION COLLISION, LTD.
                       (F/K/A) CHAMPION COLLISION, L.L.C.
                                       AND
                                BRANDONSON, INC.


<PAGE>


                          ASSET PURCHASE BY AND BETWEEN
                       CHAMPION TRAILER COMPANY, L.P. AND
                             HAROLD PECK, MARY PECK
            CHAMPION TRAILER, LTD. (F/K/A) CHAMPION TRAILER, L.L.C.,
           CHAMPION COLLISION, LTD. (F/K/A) CHAMPION COLLISION, L.L.C.
                              AND BRANDONSON, INC.

                                TABLE OF CONTENTS

Purchase Agreement.......................................................1


Certificates of Good Standing for Trailer Collision,
Brandonson, Management, Operations.......................................2


Certificate of Representation and Warranties
of Trailer and Collision.................................................3


Resolutions of Collision L.L.C.
and Trailer L.L.C........................................................4


Agency Agreements for Collision
and Trailer..............................................................5


Consents for Trailer and Collision.......................................6


Bank One Landlord Waiver.................................................7


Markpoint Landlord Waiver................................................8


Opinion Letter of Counsel for Sellers....................................9


Lease Between H & M Peck Properties, Ltd and Purchaser...................10


Assignment of Contracts (3)..............................................11


                                Table of Contents
                                   (Continued)


Assumption Agreement.....................................................12


Bill of Sale (3).........................................................13


Excluded Assets..........................................................14


Transferred Assets.......................................................15


Asset Purchase Price Allocation..........................................16


Assumed Liabilities......................................................17


Shareholders of Brandonson, Inc..........................................18


Membership Interest of Trailer, L.L.C.
& Collision, L.L.C.......................................................19


Collision, L.L.C. and Trailer, L.L.C..-
Articles of Organization and Regulations;
Brandonson-Certificate of Incorporation and Bylaws.......................20


Predecessors of Trailer L.L.C............................................21


Affiliate Relationships..................................................22


Title Exceptions.........................................................23


Other Mortgages, Liens, Pledges of Assets and Property...................24


                                Table of Contents
                                   (Continued)

Debts and Liabilities....................................................25


Tax Returns for Brandonson, Trailer L.L.C.
and Collision L.L.C. for 1996, 1997, 19 98 & 19 99.......................26


Legal Actions............................................................27


Employee Benefits........................................................28


Environmental, Health and Safety Matters.................................29


Employee and Worker's Compensation Claims................................30


Finder or Broker.........................................................31


List of Products of the Companies........................................32


Employee Information.....................................................33


Real Property............................................................34

Inventory and Assets.....................................................35


List of Consigned or 3rd Party Owned Materials/Property..................36


Insurance................................................................37


List of Bank Accounts....................................................38


                                Table of Contents
                                   (Continued)


Governmental Licenses and Permits........................................39


List of Debts and Obligations............................................40


Proprietary Rights.......................................................41


List of all Contracts....................................................42


Power of Attorney........................................................43


List of Obligations Covering any Companies' Employees....................44


List of All Plans........................................................45


Organizational Documents of Trailer, Ltd.................................47


Assignment Executed by Trailer, L.L.C.
to Trailer, Ltd..........................................................48


Assignment Executed by Collision, L.L.C.
to Collision, Ltd........................................................49


Amendment to Certificate of Limited Partnership
for Trailer, Ltd.........................................................50


Amendment to Certificate of Limited Partnership
for Collision, Ltd.......................................................51


Employment Agreement for Harold Peck.....................................52



<PAGE>


                        PURCHASE AGREEMENT BY AND BETWEEN
                          CHAMPION TRAILER COMPANY, LP
                                       AND
                             HAROLD PECK, MARY PECK,
                 CHAMPION TRAILER, LLC, CHAMPION COLLISION, LLC
                              AND BRANDONSON, INC.


     THIS  PURCHASE  AGREEMENT is entered into by and between  Champion  Trailer
Company,  LP, an  Indiana  limited  partnership  ("CTC"),  and Harold  Peck,  an
individual  resident of the State of Texas ("Harold"),  Mary Peck, an individual
resident of the State of Texas ("Mary"),  Champion Trailer, LLC, a Texas limited
liability company ("Trailers") or its assigns,  Champion Collision, LLC, a Texas
limited liability company ("Collision") or its assigns, and Brandonson,  Inc., a
Texas corporation ("Brandonson") or its assigns.

     WHEREAS, Harold and Mary own all of the authorized,  issued and outstanding
shares of the capital stock of Brandonson, and all of the outstanding membership
interests in Trailers and Collision; and

     WHEREAS, CTC has agreed to purchase, and Trailers, Collision and Brandonson
have agreed to sell, substantially all of the assets of Trailers,  Collision and
Brandonson, pursuant to the terms and conditions of this Agreement; and

     WHEREAS,  Harold has  developed  individual  goodwill  related to Trailers,
Collision and Brandonson through personal  relationships,  and CTC has agreed to
purchase, and Harold has agreed to sell such goodwill, pursuant to the terms and
conditions of this Agreement;

     NOW,  THEREFORE,  in consideration of the mutual promises,  representations
and  undertakings set forth herein,  and other good and valuable  consideration,
the receipt of which is hereby acknowledged, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     In addition to those terms  defined  above or elsewhere in this  Agreement,
the following terms shall have the meanings set forth below:

     Section 1.1.  "Actual Net Worth" means the Net Worth of the Companies as of
the Closing Date, as determined by the Companies' accountants in accordance with
the  procedures  employed by Jeff Birk in his "Agreed  Upon  Procedures  Report"
dated December 31, 1999, but subject to the provisions of Section 2.4.

     Section 1.2.  "Agreement"  means this  Purchase  Agreement,  including  the
Schedules,   Exhibits  and  any  other  documents  delivered  pursuant  to  this
Agreement.



<PAGE>


     Section 1.3. "Annual Financial Statement" means the compiled balance sheets
and  consolidated  statements of income,  retained  earnings,  statement of cash
flows and notes thereto of the Companies dated December 31, 1999.

     Section 1.4. "Asset Purchase Price" means the amount payable to Sellers for
the Assets, as provided in Section 2.2 of this Agreement.

     Section  1.5.  "Assets"  means  all of the  assets  and  properties  of the
Companies, including, but not limited to, the following:

          (a) all  equipment,  trade  fixtures,  inventories,  tools,  supplies,
     computer software programs and tangible personal property relating to, used
     in or otherwise attributable to the operation of their businesses;

          (b) all intangible assets, including, but not limited to, all cash and
     cash  equivalents,   accounts   receivable,   notes  receivable  and  other
     indebtednesses  owing to the Companies,  all goodwill if any, all telephone
     and fax numbers, and all Proprietary Rights;

          (c) all marketing  plans,  catalogues,  brochures,  sales  literature,
     promotional  material and other selling material  relating to the operation
     of their businesses;

          (d)  all  books  and  records  and  all  files,   documents,   papers,
     agreements,  books of account and other  records  pertaining to the Assets,
     customers,  employees and the businesses of the Companies,  including their
     respective predecessor companies;

          (e) their rights under all Contracts;

          (f) all security or other deposits under all leases;

          (g) all policies of insurance and all prepaid insurance amounts;

          (h) the assets set forth in Schedule 1.5; and

          (g) any  other  assets or rights  of every  kind and  nature,  real or
     personal, tangible or intangible, which are owned and used by the Companies
     or useful in connection with the operation of their businesses.

The foregoing  notwithstanding,  the term "Assets" shall in no event include any
Excluded Assets.

     Section 1.6.  "Best  Knowledge"  means:  (a) in the case of an  individual,
facts or matters within the actual knowledge of such individual,  and (b) in the
case of the Companies or CTC,  facts or matters  within the actual  knowledge of
any of their respective management personnel.

     Section 1.7.  "Closing" means the execution of this Agreement or, if later,
the  performance  of such other acts as are necessary to effect the purchase and
sale of the Assets and Harold's Goodwill and the other transactions contemplated
by this Agreement,  including,  but not limited to the payment to Sellers of the
amounts described in Sections 2.2 and 2.3 of this Agreement.

     Section 1.8. "Closing Date" means April 28, 2000, or such later date as the
parties may agree for the conduct of the Closing.

     Section  1.9.   "Companies"  means  Brandonson,   Trailers  and  Collision,
collectively.

     Section 1.10. "Contract" means each unexpired contract, lease, undertaking,
commitment,  license  and  other  agreement  of the  Companies  in effect on the
Closing  Date,  to which any of the Companies are a party or by which any of the
Companies or any of their assets are bound.

     Section  1.11.   "Current  Balance  Sheet"  means  the  compiled  financial
statements  of  Companies  for the _____ (___) month period ended as of the last
day of the month preceding the Closing Date.

     Section  1.12.   "Environmental  Law"  means  any  law,  rule,  regulation,
approval,  decision, decree, ordinance,  by-law having the force of law or order
of any federal, state or local executive,  legislative,  judicial, regulatory or
administrative  agency,  board or  authority,  which  relate to (a)  noise;  (b)
pollution or protection of the air,  surface  water,  ground water or land;  (c)
solid, gaseous or liquid waste generation,  treatment, storage, use, processing,
disposal or transportation;  (d) exposure to hazardous or toxic substances;  (e)
the  safety  or  health  of  employees  or (f)  regulation  of the  manufacture,
processing,  distribution in commerce,  use, or storage of chemical  substances,
applicable or related to the Companies'  business,  as conducted at any time, or
to their properties or assets.

     Section 1.13. "Excluded Assets" means those assets listed in Schedule 1.13.

     Section 1.14.  "Exhibits" means the exhibits  referenced in and attached to
this Agreement, all of which shall be deemed a part hereof.

     Section 1.15. "Financial Statement Date" means December 31, 1999.

     Section 1.16.  "Financial  Statements" means the Annual Financial Statement
and the Current Balance Sheet.

     Section 1.17.  "Harold's Goodwill" means the individual goodwill related to
the Companies developed by Harold through personal relationships.

     Section 1.18.  "Indemnified  Party" means a Seller  Indemnified Party, or a
CTC Indemnified Party, as defined in Article VIII.

     Section 1.19.  "Lenders" means Bank One Indianapolis,  NA and The Markpoint
Company.

     Section 1.20.  "Material  Adverse  Effect"  means an adverse  effect on the
properties,  assets,  financial position,  results of operations,  indebtedness,
cash flows or contingent liabilities in excess of Thousand Dollars ($10,000.00).

     Section  1.21.  "Minimum  Net Worth" means a Net Worth of Four Hundred Four
Thousand Three Hundred Fifty-Nine Dollars ($404,359.00),  less the balance sheet
value of the Dodge  Durango,  the Dodge pick-up truck,  and the Massey  Ferguson
tractor.

     Section 1.22.  "Net Worth" means the. total assets of the  Companies,  less
their total liabilities.

     Section  1.21.  "Plan"  means  any  plan,  program,  policy,  agreement  or
arrangement  maintained by the Companies to provide compensation or benefits for
any current or former employee,  officer, director,  shareholder, or consultant,
or any  dependent or  beneficiary  of any of the foregoing  persons,  including,
without  limitation,  any "employee  welfare benefit plan" or "employee  pension
benefit plan" as defined in the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"),  and any other: (a) profit sharing,  pension, ESOP, 401(k)
or other  retirement plans or programs,  (b) current and deferred  compensation,
severance,   vacation,   stock  purchase,  stock  option,  bonus  and  incentive
compensation  benefits,  and (c)  medical,  hospital,  life,  health,  accident,
disability,  death and other fringe and welfare  benefits,  including  any split
dollar life insurance policies.

     Section  1.24.  "Proprietary  Rights"  means all trade names,  brand names,
trademarks, service marks, logos, copyrights, internet websites, internet domain
names,   proprietary   information,   know-how,   patented  ideas,  designs  and
inventions, and other intellectual property, and the right to the use thereof.

     Section 1.25. "Schedules" means the schedules referenced in and attached to
this Agreement, all of which shall be deemed a part hereof.

     Section  1.26.  "Sellers"  means Harold,  Mary,  Trailers,  Collision,  and
Brandonson, jointly and severally.

     Section  1.27.  "Subsidiary"  means  any  entity  in which  the  Companies,
individually  or  collectively,   directly  or  indirectly,  own  a  controlling
interest.

     Section 1.28. "Tax Returns" has the meaning set forth in Section 3.16.


                                   ARTICLE II
                    PURCHASE AND SALE OF ASSETS AND GOODWILL




<PAGE>


     Section 2.1.  Conveyance of Assets and Harold's  Goodwill.  Effective as of
the Closing Date, and subject to and in accordance with the terms and conditions
set forth in this Agreement:  (a) the Companies hereby transfer,  convey, assign
and deliver to CTC all of the Assets, and (b) Harold hereby transfers,  conveys,
assigns and delivers to CTC all of Harold's Goodwill. The transfer of the Assets
and Harold's  Goodwill  shall be free and clear of all liens,  encumbrances  and
claims of any kind  whatsoever.  Sellers  shall take such  further  actions  and
execute  such  further   documents  as  may  be  necessary  to  effectuate  such
conveyances,  including,  but not limited to, the  execution and delivery of any
bill of sale or documents of title.

     Section 2.2. Asset Purchase  Price.  Subject to the  adjustments  and other
conditions set forth in this Agreement, CTC will pay to Sellers the sum of Three
Million Dollars  ($3,000,000.00)  in immediately  available funds on the Closing
Date,  in full and final  payment for the Assets and other  rights and  benefits
conveyed to CTC by the Companies under this Agreement.

     Section 2.3. Purchase Price for Harold's  Goodwill.  CTC will pay to Harold
the sum of Five Hundred Thousand Dollars  ($500,000.00) in immediately available
funds on the Closing Date, in full and final payment for Harold's Goodwill.

     Section 2.4.  Adjustments  to Asset  Purchase  Price.  The Actual Net Worth
shall be  determined  by the  Companies'  accountants  and  delivered to CTC for
review by CTC's accountants  within thirty (30) days after the Closing Date. The
parties  shall  confer in good faith to resolve any dispute  that may arise with
respect to the  calculation of the amount of the Actual Net Worth.  CTC shall be
liable for the payment to Sellers, within thirty (30) days after the delivery of
the Actual Net Worth  determination to CTC, of the undisputed amount, if any, by
which the Actual Net Worth  exceeds  the  Minimum  Net Worth.  Sellers  shall be
jointly and  severally  liable for the payment to CTC,  within  thirty (30) days
after  the  delivery  of the  Actual  Net  Worth  determination  to CTC,  of the
undisputed amount, if any, by which the Minimum Net Worth exceeds the Actual Net
Worth.  Any disputed  amount with respect to the  calculation  of the Actual Net
Worth shall be resolved by an independent  certified public accountant  mutually
agreeable to Sellers and CTC, and the  appropriate  payment shall be made within
five (5) business days  following the issuance of the written  determination  by
such  independent  certified  public  accountant.  The fees and  expenses of the
independent  certified public  accountant shall be borne one-half by Sellers and
one-half  by CTC,  unless the  independent  certified  public  accountant  shall
conclude in its written  determination  that either  Sellers or CTC acted in bad
faith, in which event the fees and expenses of the independent  certified public
accountant  shall be paid entirely by the party  determined to have acted in bad
faith. All payments required to be made to any party under this Section shall be
made in immediately available funds.

     Section 2.5. Allocation of Asset Purchase Price. CTC and Sellers agree that
the Asset  Purchase Price shall be allocated as set forth in Schedule 2.5. Buyer
and Sellers will  cooperate in the timely  preparation  of their  respective IRS
Forms 8594 in connection with the  transactions  contemplated by this Agreement,
which shall reflect the above allocation of the Purchase Price.

     Section 2.6. No  Assumption  of  Liabilities.  Any other  provision of this
Agreement notwithstanding,  CTC is not assuming, and shall not be deemed to have
assumed,  any  liabilities or obligations of the Companies of any kind or nature
whatsoever, except as expressly set forth in Schedule 2.6. In no event shall CTC
be deemed to have assumed or taken the Assets subject to any  liabilities of the
Companies: (i) under any employee or retiree benefit plan of the Companies, (ii)
for any  wages or  benefits  for the  employees  of the  Companies  prior to the
Closing Date,  (iii) for any claims for personal injury or property  damage,  or
any claims relating to or arising out of a violation of any statute,  regulation
or other rule of law, or (iv) for any taxes of the Companies, their Subsidiaries
or affiliates due and payable at any time.

     Section  2.7.  Closing.  The  Closing  shall  be  held  at the  offices  of
_______________ on ____________ ____, 2000 or at such later date, time and place
as the parties  mutually  agree.  Unless  otherwise  agreed to by the parties in
writing,   the  execution  of  this  Agreement   shall   constitute  an  express
acknowledgment  by all parties that all  conditions  to Closing have either been
satisfied or waived.


                                   ARTICLE III
                    WARRANTIES AND REPRESENTATIONS OF SELLERS

     Sellers warrant,  represent and affirm to CTC the truth and accuracy of the
following,  both as of the date of  execution  of this  Agreement  and as of the
Closing Date:

     Section 3. 1. Capacity.  As of the Closing Date, Harold is the President of
Brandonson.  Trailers  and  Collision,  and Mary is the  Secretary/Treasurer  of
Trailers and  Collision,  and the Secretary of  Brandonson.  Sellers are legally
competent  to make these  warranties  and  representations  in their  individual
capacities  as the  owners of the  shares  and/or  membership  interests  in the
Companies,  and in their  capacities  as officers of  Brandonson,  Trailers  and
Collision.

     Section 3.2. Ownership of Shares. The total authorized capital stock of the
Brandonson is five  thousand  (5,000)  shares of no par value common  stock,  of
which three  thousand  (3,000) shares are issued and owned  beneficially  and of
record by Harold and Mary as set forth in Schedule 3.2.  Such shares  constitute
all of the authorized  and issued capital stock of Brandonson,  and are free and
clear of all liens,  encumbrances  and adverse claims  whatsoever.  Each of such
shares is duly and validly authorized and issued, fully paid and non-assessable,
and was not issued in violation of the preemptive  rights of any past or present
shareholder. Except for such shares, there are no outstanding options, warrants,
rights or other  agreements  or  commitments  of any  character  relating to the
issuance or sale of any shares of capital  stock of, or other  equity  ownership
interest in Brandonson.

     .Section 3.3. Ownership of Membership Interests.  Harold and Mary also own,
beneficially and of record, with full power to vote, the membership interests in
Trailers  and  Collision  set forth  beside  their  names on Schedule  3.3.  The
membership  interests so listed  constitute  all of the  outstanding  membership
interests  of  Trailers  and  Collision,  and are free and  clear of all  liens.
encumbrances and adverse claims  whatsoever.  All such membership  interests are
duly and validly authorized and issued, fully paid and non-assessable,  and were
not issued in violation of the preemptive  rights of any past or present member.
Except  for the  membership  interests  held by Harold  and  Mary,  there are no
outstanding options,  warrants, rights or other agreements or commitments of any
character relating to the issuance or sale of any membership interest,  or other
equity ownership interest, in, Trailers or Collision.

     Section 3.4. Authority for Transaction. Sellers have full and lawful right,
power,  and  authority  to  execute,  deliver and perform  this  Agreement,  and
consummate the transactions  contemplated  herein.  This Agreement has been duly
executed and delivered by Sellers,  and it and its provisions  constitute legal,
valid and  binding  obligations  of  Sellers,  enforceable  against  Sellers  in
accordance  with its terms and  conditions,  except as such  enforcement  may be
limited by bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  affecting the  enforcement of creditors'  rights  generally and by general
principles of equity (whether  applied in a proceeding at law or in equity).  To
Sellers' Best Knowledge, there are no claims, lawsuits,  actions,  arbitrations,
administrative  or other  proceedings,  governmental  investigations,  audits or
inquiries pending or threatened against Sellers that limit,  impair or otherwise
affect,  Sellers'  right  or  authority  to enter  into  this  Agreement  or the
performance by Sellers of their obligations hereunder.

     Section  3.5.  Organization.  The  Companies  are duly  organized,  validly
existing and in good standing under the laws of the State of Texas,  and each is
duly qualified or licensed as a foreign corporation authorized to do business in
all other states in which any of their assets or  properties  may be situated or
where  their  business  is  conducted  except  where the  failure to obtain such
qualification or license will not have a Material  Adverse Effect.  Schedule 3.5
is (a) the Companies'  Articles of  Incorporation  or Articles of  Organization,
certified by the  Secretary  of State of Texas,  (b) the  Companies'  By-Laws or
Operating Agreement, certified by its Secretary or Managing Member. Each and all
of such documents are complete and correct.

     Section 3.6. Subsidiaries and Predecessors. Schedule 3.6 lists the names of
any  Subsidiaries of the Companies and the securities of any other  corporation,
partnership,  firm, association or business  organization,  entity or enterprise
owned  by  the  Companies  or  any of the  Companies'  Subsidiaries.  Except  as
disclosed  in Schedule  3.6,  all of the issued  shares of the capital  stock or
other equity  interests of the  Subsidiaries  of the  Companies  are directly or
ultimately owned by the Companies,  free and clear of all liens, encumbrances or
adverse claims of every kind. All such shares or other equity interests are duly
and validly authorized and issued, fully paid and nonassessable.  Also set forth
in Schedule 3.6 is a listing of all names under which any of the Companies  have
done  business,  as well as the  names  of all  predecessors  of the  Companies,
including the names of any entities from which the Companies previously acquired
significant assets.

     Section 3.7. Affiliate Relationships.  Except as set forth in Schedule 3.7,
neither  Sellers nor any  affiliate  of Sellers,  nor any  director,  officer or
employee of the Companies owns, directly or indirectly, in whole or in part, any
property,  asset or right, tangible or intangible,  which is associated with any
property,  asset or right  owned by the  Companies  or which the  Companies  are
operating or using or the use of which is  necessary  for their  business.  Also
included in Schedule 3.7 is the disclosure of any relationships which Sellers or
any  director,  officer,  or  employee  of the  Companies  have  with any  other
corporation,  partnership, firm, association or business organization, entity or
enterprise which is a competitor, potential competitor (based upon the nature of
such  potential  competitor's  business  as of the  Closing  Date),  supplier or
customer of any of the Companies. The term "affiliate" means with respect to any
person, any other person which directly or indirectly,  by itself or through one
or more  intermediaries,  controls,  or is controlled  by, or is under direct or
indirect common control with, such person.

     Section 3.8. Consents. No approval,  consent,  order or action of or filing
with any court,  administrative  agency,  governmental  authority or other third
party is required for the execution,  delivery or performance by Sellers of this
Agreement.

     Section 3.9.  Proprietary  Rights.  The Companies  have full and sufficient
rights to use all  Proprietary  Rights  necessary  for the present  operation of
their businesses and the marketing,  distribution, sale and use of the materials
used and the products sold by the Companies.  None of the ownership,  access to,
use or exercise of the  Proprietary  Rights by the  Companies  infringes  on the
rights of any other party, and all Proprietary Rights are valid and enforceable.
All know-how or proprietary  information  in the Companies'  possession has been
independently  developed or is generally well known or has been disclosed to the
Companies  by a third  party  without  such  third  party  having  breached  any
obligation to another person or entity.

     Section 3.10.  Title. The Companies owns outright,  and have full legal and
beneficial title to all of their assets.  free and clear of all liens,  pledges,
mortgages,  security  interests,  conditional  sales contracts and encumbrances,
except as set forth in Schedule 3.10.  Harold owns outright,  and has full legal
and beneficial title to all of Harold's  Goodwill,  free and clear of all liens,
pledges,  mortgages,   security  interests,   conditional  sales  contracts  and
encumbrances, except as set forth in Schedule 3.10.

     Section  3.11.  Defaults.  Neither Mary,  Harold,  nor the Companies are in
default  under  or in  violation  of,  and the  execution  and  delivery  of the
Agreement and the consummation of the transactions  contemplated hereby will not
result in a default by Mary,  Harold or the Companies  under, or a violation of:
(a) any mortgage, indenture. charter or bylaw provision,  provision of any Plan,
contract,  agreement, lease, commitment or other instrument of any kind to which
Mary,  Harold  or the  Companies  are a party or by which  Mary,  Harold  or the
Companies or any of their  properties  or assets may be bound or affected or (b)
any law, rule or regulation applicable to Mary, Harold or the Companies,  or any
court  injunction,  order or decree,  or any valid and enforceable  order of any
governmental  agency in effect  having  jurisdiction  over  Mary,  Harold or the
Companies or any Plan.

     Section 3.12 Investment Companies.  None of the Companies is an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment  Companies Act of 1940, as amended, or a "holding company",  a
"Subsidiary  company"  of a "holding  company" or an  "affiliate"  of a "holding
company" or a "public  utility" within the meaning of the Public Utility Holding
Companies Act of 1935, as amended.

     Section  3.13.  Financial  Statements.  Sellers  have  delivered to CTC the
Financial  Statements.  Such Financial Statements present accurately and fairly,
in all material  respects,  the  financial  condition of the Companies as of the
dates indicated  thereon,  and present accurately and fairly in all respects the
results of the Companies' operations for the periods indicated thereon.

     Section 3.14. No Material Adverse Change. Since December 31, 1999 there has
not been: (a) any change in the  Companies'  organizational  documents,  (b) any
material  adverse  change of any nature  whatsoever in the financial  condition,
assets, liabilities (contingent or otherwise),  income, business or prospects of
the  Companies;  (c) any damage,  destruction or loss (whether or not covered by
insurance)  materially  adversely  affecting  the  properties or business of the
Companies; (d) any change in the authorized capital of the Companies or in their
securities  outstanding  or any  change in their  ownership  interests;  (e) any
declaration  or payment of any  dividend  or  distribution  in respect of equity
ownership  interests  in the  Companies  or any direct or  indirect  redemption,
purchase  or other  acquisition  of such  equity  ownership  interests;  (f) any
contract or  commitment  entered into by the  Companies or any  agreement by the
Companies to incur any liability or make any capital  expenditures  in excess of
Ten Thousand Dollars ($10,000.00),  except in the normal course of business; (g)
any increase in the  compensation,  bonus,  sales commissions or fee arrangement
payable  or to  become  payable  by the  Companies  to any  of  their  officers,
directors, stockholders,  employees, consultants or agents; (h) to Sellers' Best
Knowledge,  any work interruptions,  labor grievances or claims filed,  proposed
law or regulation  enacted (the existence of which is known, or under the normal
course of business  should be known,  to Sellers) or the occurrence of any event
or  condition  of any  character  adversely  affecting  the  business  of future
prospects of the Companies; (i) any creation,  assumption or permitting to exist
any mortgage,  pledge or other lien or encumbrance upon any assets or properties
of the Companies,  whether now owned or hereafter acquired,  except as set forth
in Schedule  3.14(i);  (j) any sale or  transfer,  or any  agreement  to sell or
transfer,  any assets with a collective  value in excess of Ten Thousand Dollars
($10,000.00),  properties or rights of the  Companies to any person,  including,
without   limitation,   Sellers  and  their  respective   affiliates;   (k)  any
cancellation, or agreement to cancel, any indebtedness or other obligation owing
to the Companies,  including, without limitation, any indebtedness or obligation
of Sellers or any of their  affiliates;  (l) any plan,  agreement or arrangement
granting any  preferential  rights to purchase or acquire any interest in any of
the assets,  properties or rights of the  Companies or requiring  consent of any
party to the transfer and  assignment of any such assets,  properties or rights;
(m) any purchase or acquisition,  or agreement,  plan or arrangement to purchase
or acquire, any property, rights or assets of the Companies; (n) any negotiation
for the  acquisition  of any business or start-up of any new  business;  (o) any
merger or  consolidation  or agreement to merge or consolidate  with or into any
other  corporation;  (p) any  waiver  of any  material  rights  or claims of the
Companies;  (q) any breach,  amendment or termination of any material  contract,
agreement,  license,  permit,  permit  application  or other  right to which the
Companies are a party; (r) any discharge, satisfaction, compromise or settlement
of any claim,  lien,  charge or  encumbrance  or payment  of any  obligation  or
liability,  contingent or otherwise,  other than current  liabilities  as of the
Financial  Statement  Date,  current  liabilities  incurred  since the Financial
Statement Date in the ordinary course of business and prepayments of obligations
in accordance  with normal and  customary  past  practices;  or (s) any material
transaction by the Companies  outside the ordinary course of their business,  or
any transaction prohibited hereunder.

     Section 3.15. Undisclosed Liabilities.  The Companies do not have any debts
or liabilities,  whether accrued or contingent,  due or not yet due, liquidated,
unliquidated,  or otherwise,  except as and to the extent disclosed or reflected
in the Financial Statements or as set forth in Schedule 3.15. In the case of any
liabilities  which are not fixed, an estimate of the maximum amount which may be
payable is set forth in Schedule 3.15.

     Section 3.16. Taxes. The Companies have filed all requisite federal, state,
local and other tax returns,  information returns,  declarations and reports for
all fiscal  periods ended on or before the Closing Date; and there are no claims
(nor is there any  matter  pending  which may  result  in a claim)  against  the
Companies for federal,  state or local income,  sales,  use,  franchise or other
taxes for any period or periods  prior to and  including the Closing Date and no
notice of any claim, whether pending or threatened,  for taxes has been received
which  would  create a lien on the  Companies'  assets or  adversely  affect the
Companies  or the  Assets.  The  amounts  shown  as  accruals  for  taxes on the
Financial  Statements are sufficient for the payment of all taxes of any kind or
nature  whatsoever  for all  fiscal  periods  ended on or before the date of the
Current Balance Sheet. Copies of the federal, state and local income tax returns
and  franchise tax returns of the Companies  (collectively,  "Tax  Returns") for
their last three fiscal years are attached as Schedule  3.16. The Companies have
not obtained any  extensions  of time in which to file any Tax Returns that have
not yet been filed.  The  Companies  have not waived any statute of  limitations
with respect to federal,  state, or local income, sales, use, franchise or other
taxes or agreed to any  extensions  of time with respect to a tax  assessment or
deficiency,  except for such waivers or extensions  which, by their terms,  have
lapsed as of the date hereof

     Section  3.17.  Accounts  Receivable  and  Payable:  Customer  and Supplier
Relations.  The accounts receivable  reflected on the Financial Statements arose
in the  ordinary  course of the  Companies'  business  and,  except as  reserved
against on the Financial  Statements,  are collectible in the ordinary course of
business and free of any claims,  rights or defenses of any account debtor.  All
accounts  payable  reflected on the Financial  Statements  arose from good faith
arms-length  transactions  in the ordinary  course of business.  Sellers further
warrant, represent, and affirm that:

          (a) none of the  Companies'  customers or suppliers  have  canceled or
     substantially  reduced  or,  to  Sellers'  Best  Knowledge,  are  currently
     attempting or threatening  to cancel or  substantially  reduce,  service or
     products;

          (b) the Companies have complied with all  commitments  and obligations
     and are not in default under any contracts and agreements with customers or
     suppliers,  no notice of default has been received by the Companies and, to
     Sellers' Best Knowledge, there are no defaults by customers,  suppliers and
     other parties to such contracts and agreements;

          (c)  the  Companies  have  never  been a  party  to  any  governmental
     contracts subject to price redetermination or renegotiation; and

          (d) there are no debts or other  obligations or liabilities of Sellers
     of any kind that will be  binding  upon or  chargeable  against  CTC or its
     assets by reason of the transactions contemplated by this Agreement, except
     as set forth in Schedule 2.6.

     Section  3.18.  Authority  to  Operate.  The  Companies  have  full  power,
authority and legal right and have all licenses,  permits,  qualifications.  and
other documentation  (including permits required under applicable  Environmental
Law) necessary to own and/or operate their businesses, properties and assets and
to carry on their  businesses as being  conducted on the Closing Date;  and such
businesses  are now being  conducted  and such assets and  properties  are being
owned  and/or  operated  in  compliance  with  all  applicable  laws  (including
Environmental Law), ordinances, rules and regulations of any governmental agency
of the United States, any state or political  subdivision  thereof,  any foreign
jurisdiction,  all applicable court or administrative agency decrees, awards and
orders and all such licenses,  permits,  qualifications and other documentation,
except where the failure to comply will not have a Material Adverse Effect,  and
there is no  existing  condition  or state of facts  which  would give rise to a
violation  thereof  or  a  liability  or  default  thereunder,  except  where  a
violation, liability or default will not have a Material Adverse Effect.

     Section 3.19. Legal Actions. Except as described in Schedule 3.19, no legal
action,  suit, audit,  investigation,  unfair labor practice charge,  complaint,
claim,  grievance,  or  proceeding  by or before any court,  arbitration  panel,
governmental authority or third party is pending or threatened which involves or
may involve the Companies or their now or previously  owned or operated  assets,
operations,   properties  or  businesses,  or  the  Sellers'  interests  in  the
Companies.

     Section 3.20. Assets and Inventory. To Sellers' Best Knowledge,  all of the
Companies' inventory is of good and merchantable quality, free from defects, and
all other tangible assets are in good working order and condition, ordinary wear
and tear excepted.

     Section 3.21.  Employee Benefit Matters.  The Plans listed in Schedule 3.21
are the only employee  benefit plans and agreements  maintained by the Companies
for the benefit of their shareholders,  members, officers, directors, employees,
former employees,  or independent  contractors.  Except as disclosed in Schedule
3.21,  there are no  contributions  or payments  due with  respect to any of the
Plans, nor will any such contributions or payments be due or required to be paid
on or prior to the Closing Date. Each Plan has been operated and administered in
compliance with the provisions of the Employee Retirement Income Security Act of
1974  ("ERISA"),  and the  provisions  of the  Internal  Revenue  Code  ("Code")
applicable  to it. No Plan that is subject to the minimum  funding  standards of
ERISA or the Code,  if any,  has  incurred any  accumulated  funding  deficiency
within the meaning of ERISA or the Code.  The  contributions  with  respect to a
Plan that is subject to Code  Section 412 or ERISA  Section 302 have been timely
made and there is no lien or expected to be a lien under Code Section  412(n) or
ERISA  Section  302(f) or tax under Code Section  4971. No Plan has a "liquidity
shortfall" as defined in Code Section  412(m)(5).  The Companies are not subject
to and cannot  reasonably  be  expected  to become  subject to a lien under Code
Section  401(a)(29).  No event has occurred in connection with a Plan that could
result in liability to the Companies under Title IV of ERISA. The Companies have
not  incurred any  liability  to the Pension  Benefit  Guaranty  Corporation  in
connection  with any Plan  that is  subject  to Title IV of ERISA,  if any.  The
assets of each Plan that is subject to Title IV of ERISA, if any, are sufficient
to provide all  "benefit  liabilities"  (as defined in ERISA) under such Plan if
such Plan terminated,  and are also sufficient to provide all other benefits due
under the Plans (including, but not limited to, ancillary, disability, shutdown,
early  retirement  and  welfare  benefits).   The  Companies  have  not  had  an
"obligation   to   contribute"   (as  defined  in  ERISA   Section  4212)  to  a
"multiemployer  pension  plan" (as  defined  in ERISA  Sections  4001(a)(3)  and
3(37)(A)) at any time. No event that  constitutes a reportable  event as defined
in Section 4043 of ERISA has occurred or is continuing  with respect to any Plan
covered by ERISA. No facts exist which will result in a material increase in the
premium costs of any Plan for which benefits are insured or a material  increase
in  benefit  costs  of  any  Plan  which  provides  self-insured   benefits.  No
"prohibited  transaction" (as defined in ERISA Section 406 or Code Section 4975)
has  occurred  with  respect to any Plan.  None of the Plans has any  current or
projected  liability in respect of post-employment or post-retirement  health or
medical  or life  insurance  benefits  for former or  retired  employees  of the
Companies,  except as required to avoid excise  taxes under Code Section  4980B.
All Plans  subject to Code Section 4980B or Part 6 of Title I of ERISA have been
maintained in compliance with the  requirements of Code Section 4980B and Part 6
of  Title I of  ERISA.  There is no  contract,  agreement,  plan or  arrangement
covering any employee or former  employee of the Companies  that could result in
the  payment of any  amount  that would not be  deductible  under Code  Sections
162(m)  or  280G.  As of the  Closing  Date,  the  Companies  have  no  material
liabilities under any Plan that are not reflected in the Financial Statements.

     Section 3.22. Environmental, Health and Safety Matters. Except as set forth
in Schedule 3.22:

          (a) The Companies are in full compliance in all material respects with
     all Environmental Laws.

          (b) The  Companies  have taken all  actions  reasonably  necessary  to
     permit the Companies to remain in compliance with all  Environmental  Laws,
     as now in effect.

          (c) To Sellers'  Best  Knowledge,  there are no claimed  violations or
     citations, nor any pending or threatened claims or complaints,  against the
     Companies relating to Environmental Laws.

          (d)  None of the  Companies  has  received  notification  that it is a
     potentially   responsible  party  under  the  Comprehensive   Environmental
     Response, Compensation and Liability Act (CERCLA), administrative proposals
     to list property owned or operated by Companies on the National  Priorities
     List under CERCLA, or the state-equivalent thereto, demand letters, notices
     of violations, or the like.

          (e) No equipment,  hazardous waste,  building materials,  toxic waste,
     hazardous substances, petroleum products, or any other regulated substances
     have  been,  directly  or  indirectly,  disposed  or,  leaked,  buried,  or
     deposited in or on the ground or within the  boundaries  of the  properties
     now or previously owned or leased by Companies in any manner which violated
     in any material respect any Environmental Laws.

          (f) Nothing other than permitted  waste has been  discharged  into the
     sanitary waste disposal system of the properties now or previously owned or
     leased by Companies.

          (g) There  are no  underground  storage  tanks,  active or  abandoned,
     located on or under any  proper-ties  now or previously  owned or leased by
     Companies,  except for septic tanks not in  violation of any  Environmental
     Law.

          (h) The Companies have not directly  transported or directly  arranged
     for the  transportation of any hazardous material to any location listed or
     proposed  for  listing on the  National  Priorities  List  pursuant  to any
     Environmental  Law, or an any federal or state list or which is the subject
     of  federal,  state or local  enforcement  actions or other  investigations
     which may lead to claims  against  the  Companies  for any  remedial  work,
     damage to natural resources or personal injury,  including claims under any
     Environmental Law.

          (i) There are no materials  containing  urea  formaldehyde,  asbestos,
     radioactive  materials or polychlorinated  biphenyl on or in the properties
     owned or leased by Companies.

          (j) No condition exists at, on or under any property now or previously
     owned or leased by Companies which, with the passage of time, or the giving
     of notice or both, would give rise to liability under any Environmental Law
     that,  singly or in the  aggregate,  have, or may reasonably be expected to
     have, a Material Adverse Effect.

     Section 3.23. Employee and Worker's Compensation Claims. The Companies have
not  experienced  labor   interruptions  over  the  past  three  years  and  the
relationship  between the Companies and their  employees is good.  Except as set
forth in Schedule 3.23:

          (a) neither the  Companies  nor any  employee of the  Companies  is in
     violation of any term of any express or implied employment contract, patent
     disclosure agreement, secrecy agreement, or any other contract or agreement
     relating to the relationship of any such employee with the Companies;

          (b) the Companies are not in violation of any federal,  state or local
     wage and hour,  employment  discrimination,  occupational  safety, or other
     labor or  employment  statutes  or  regulations,  nor  have  the  Companies
     received notice of a claim of any such violation;

          (c) during the three (3) year period  preceding the Closing Date,  the
     Companies have received no claims for worker's compensation benefits;

          (d) no union  has ever been  certified,  nor have the  Companies  ever
     recognized any union, as the collective bargaining representative of any of
     the  employees of the  Companies,  and the  Companies  are not now and have
     never been parties to any collective bargaining agreement;

          (e) to Sellers'  Best  Knowledge,  no union  organizing  activity  has
     occurred or is now  occurring  with respect to any of the  employees of the
     Companies.

     Section 3.24. Finder or Broker. Except as set forth in Schedule 3.24, there
is no firm, corporation,  agency, or other person that is entitled to a finder's
fee or any type of brokerage commission in relation to or in connection with the
transactions  contemplated  by this  Agreement  as a result of any  agreement or
understanding with Sellers or the Companies,  or any entity or person affiliated
with Sellers or the Companies.

     Section 3.25. Other  Disclosures.  Sellers further  warrant,  represent and
affirm that:

          (a) Schedule  3.25(a) is a list of the products of the Companies,  all
     product  registrations  used by the  Companies,  ,  toxicology  studies and
     environmental  studies of the  Companies.  All material  safety data sheets
     shall be made  available at CTC's request for  inspection and copying on or
     before the Closing Date.

          (b) Schedule  3.25(b) is a list of the names,  start dates and current
     annual  wage  rates  of all  salaried  and  hourly  regular  full-time  and
     part-time  employees of the Companies as of the Closing Date, together with
     a summary of the bonuses,  additional compensation and other like benefits,
     if any,  paid or payable to each  employee  and the last date,  if any,  on
     which each employee received a raise in compensation, or a bonus.

          (c) Schedule  3.25(c) contains a diagram of all real property owned or
     leased by the Companies,  and a list of documents reflecting any other real
     property  interests  owned of record or beneficially or leased as lessee by
     the Companies.

          (d)  Schedule  3.25(d)  is a list,  as of the  Closing  Date,  showing
     itemized  values of: (1) all  inventory,  and (2) all other assets owned or
     leased by the Companies which have been capitalized and have an unamortized
     or  undepreciated  value  of One  Thousand  Dollars  ($1,000.00)  or  more,
     including machinery, equipment, vehicles and rolling stock.

          (e)  Schedule  3.25(e) is a list of raw  materials  or other  property
     located  at any  property  owned or leased by the  Companies  that has been
     consigned to the Companies, or is otherwise owned by a third party, and has
     a market value exceeding One Thousand Dollars ($1,000.00).

          (f)  Schedule  3.25(f) is each policy of insurance  maintained  by the
     Companies (to the extent  available)  together  with a  description  of the
     premiums,  coverages,   insurers,  expiration  dates  and  deductibles,  an
     accurate  list of all  workers'  compensation  and other  insurance  claims
     (other than health  insurance  claims)  received  for the past three policy
     years. Such insurance is currently in full force and effect, the Companies'
     insurance has never been  canceled,  the  Companies  have never been denied
     coverage or experienced a substantial increase in premiums or a substantial
     reduction  in coverage  from one policy  period to the next policy  period,
     such  coverage is adequate in character  and amount,  and such  coverage is
     placed with  financially  sound and reputable  insurers  unaffiliated  with
     either Sellers or the Companies.

          (g) Schedule  3.25(g) is a list of each bank,  brokerage  firm,  trust
     company  or other  financial  institution  in which the  Companies  have an
     account and the identity of each such  account,  and each bank in which the
     Companies  have a safe deposit box,  together with the names of all persons
     authorized  to draw on any such  account  or have  access  to any such safe
     deposit box.

          (h) Schedule  3.25(h) is a list and summary  description of, or copies
     of, all governmental licenses and permits of the Companies.

          (i) Schedule 3.25(i) is a list of each debt, note, mortgage,  security
     agreement,  pledge agreement.  guaranty,  bond, letter of credit,  lease or
     other  instrument  creating  any  debt  or  contingent  obligation  of  the
     Companies,  or a lien or claim on any of their assets (other than unsecured
     trade accounts payable and incurred in the ordinary course of business).

          (j) Schedule  3.25(j) is a list of all of the  Companies'  Proprietary
     Rights,  indicating the  registered  and  beneficial  owner and the date of
     grant thereof,  and a description of all license fees and royalties (or the
     basis of calculation  thereof)  required to be paid now or in the future by
     the Companies for the use and practice of their Proprietary Rights.

          (k) Schedule 3.25(k) is a list of all Contracts.

          (l) Schedule 3.25(l) is a list of all powers of attorney  presently in
     effect granted by the Companies.

          (m)  Schedule  3.25(m)  is a list of all  obligations,  contingent  or
     otherwise, covering any of the Companies' employees under any employment or
     consulting  agreement,  and copies of any document  memorializing  any such
     obligations.

          (n) Schedule  3.25(n) is a list of all Plans,  a  description  of each
     such Plan,  and a  description  of the cost to the Companies of funding and
     administering each such Plan.

     Section 3.26. Insolvency. Upon the closing of the transactions contemplated
by this Agreement, none of the Sellers will be insolvent.

     Section 3.27. Full Disclosure.  No representation or warranty by Sellers in
the Agreement, and no statement made or delivered by the Companies or Sellers to
CTC in or in connection with the Agreement,  contains or will contain any untrue
statement of a material fact or omits or will omit any material  fact  necessary
in order to make the statements herein or therein, in light of the circumstances
under which they are or were made, not misleading.

     Section  3.28.  Survival and  Expiration  of Sellers'  Representations  and
Warranties.  The warranties and  representations set forth in Sections 3.6, 3.7,
3.8, 3.9, 3.11,  3.12, 3.14, 3.17, 3.18, 3.20, 3.24, 3.25 and 3.26 shall survive
for a period of one (1) year  following  the  Closing  Date.  and shall be of no
further  force or effect  thereafter,  except as to any claim of a breach of any
such warranty or  representation  presented to Sellers  during such one (1) year
period.  All other  warranties  and  representations  made by Sellers under this
Agreement  shall  survive  for  the  duration  of  the  applicable   statute  of
limitations.


                                   ARTICLE IV
                      WARRANTIES AND REPRESENTATIONS OF CTC

     CTC warrant,  represent and affirm to Sellers the truth and accuracy of the
following,  both as of the date of  execution  of this  Agreement  and as of the
Closing Date:

     Section 4.1.  Authority for  Transaction.  CTC has full right,  power,  and
authority to execute,  deliver and perform this  Agreement,  and  consummate the
transactions  contemplated  herein.  This  Agreement  has been duly executed and
delivered by CTC, and it and its provisions constitute, legal, valid and binding
obligations  of CTC,  enforceable  against it in  accordance  with its terms and
conditions, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights generally and by general principles of equity (whether applied
in a proceeding at law or in equity). To the Best Knowledge of CTC, there are no
claims, lawsuits,  actions,  arbitrations,  administrative or other proceedings,
governmental  investigations,  audits or inquiries pending or threatened against
CTC, Durham or Whitesell that limit,  impair or otherwise  affect,  its right or
authority  to  enter  into  this  Agreement  or  the  performance  by CTC of its
obligations hereunder.

     Section 4.2.  Organization.  CTC is a limited  partnership  duly organized,
validly  existing and in good  standing  under the laws of the State of Indiana,
and is duly  qualified  or licensed to do business in all other  states in which
any of its  assets  or  properties  may be  situated  or where its  business  is
conducted, except where the failure to obtain such qualification or license will
not have a Material  Adverse Effect.  Schedule 4.2 is: (a) CTC's  certificate of
limited  partnership  certified by the  Secretary  of State of Indiana,  and (b)
CTC's partnership  agreement,  certified by its general partner. Each and all of
such documents are complete and correct.

     Section 4.3. Consents. No approval,  consent, order or action of, or filing
with, any court,  administrative  agency,  governmental authority or other third
party is required  for the  execution,  delivery or  performance  by CTC of this
Agreement.

     Section 4.4. Defaults.  CTC is not in default under or in violation of, and
the  execution  and  delivery  of the  Agreement  and  the  consummation  of the
transactions  contemplated hereby will not result in a default by CTC under or a
violation  of:  (a)  any  mortgage,  indenture,  charter  or  bylaw,  provision,
contract,  agreement, lease, commitment or other instrument of any kind to which
CTC is a party or by which CTC or any of its  properties  or assets may be bound
or affected,  or (b) any law, rule or regulation  applicable to CTC or any court
injunction,  order  or  decree,  or  any  valid  and  enforceable  order  of any
governmental  agency in effect having  jurisdiction  over CTC,  which default or
violation  could  adversely   affect  the  ability  of  CTC  to  consummate  the
transactions contemplated hereby or will have a Material Adverse Effect.

     Section 4.5. Investment Companies.  CTC is not an "investment company" or a
company  "controlled"  by an  "investment  company"  within  the  meaning of the
Investment  Companies  Act of  1940,  as  amended,  or a  "holding  company",  a
"Subsidiary  company"  of a "holding  company" or an  "affiliate"  of a "holding
company" or a "public  utility" within the meaning of the Public Utility Holding
Companies Act of 1935, as amended.

     Section 4.6.  Finder or Broker.  Except as set forth in Schedule 4.6, there
is no firm, corporation,  agency, or other person that is entitled to a finder's
fee or any type of brokerage commission in relation to or in connection with the
transactions  contemplated  by this  Agreement  as a result of any  agreement or
understanding with CTC, or any entity or person affiliated with CTC.

     Section 4.7. Insolvency.  Upon the closing of the transactions contemplated
by this Agreement, CTC will not be insolvent.

     Section  4.8.  Disclosure.  No  representation  or  warranty  by CTC in the
Agreement or made or delivered to Sellers in or in connection with the Agreement
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit any material fact necessary in order to make the statements  herein or
therein,  in light of the  circumstances  under which they are or were made, not
misleading.

     Section 4.9. Survival and Expiration of  Representations  and Warranties of
CTC. The warranties and representations set forth in Sections 4.3, 4.4, 4.5, 4.6
and 4.7 shall  survive for a period of one (1) year  following the Closing Date,
and shall be of no further force or effect thereafter, except as to any claim of
a breach of any such warranty or representation presented to CTC during such one
(1) year period. All other warranties and representations made by CTC under this
Agreement  shall  survive  for  the  duration  of  the  applicable   statute  of
limitations.


                                    ARTICLE V
                       ADDITIONAL COVENANTS AND AGREEMENTS

     Section 5.1.  Nondisclosure and Non-Piracy  Agreement.  Sellers acknowledge
and agree that they have  developed  and  maintained  information  regarding the
customers  of the  Companies  that is unique  and  valuable  in  servicing  such
customers,  and that the names, addresses,  sales history, and other information
and  records  regarding  the  Companies'  customers,  as well as the  Companies'
pricing  information,  manufacturing  methods,  and other methods and procedures
utilized in the Companies'  business,  are a unique and valuable asset,  are not
readily available from other sources. Sellers further acknowledge and agree that
the foregoing  constitute trade secrets and goodwill of Harold and the Companies
(all of which is hereinafter referred to as "Trade Secrets"),  the conveyance of
which was a material inducement to CTC to enter into and perform this Agreement.
In recognition  of the  foregoing,  Sellers agree to keep all such Trade Secrets
confidential,  and further  agree that for a period of five (5) years  following
the Closing Date,  Sellers shall not (except in the proper  performance of their
duties under any  employment or  consulting  agreements  with CTC),  directly or
indirectly:

          (a)  disseminate  or  disclose  to any  person or firm,  or use in any
     commercial manner, any Trade Secret;

          (b) advise or in any way solicit or  encourage  any of the  Companies'
     customers to discontinue or curtail their business with CTC; or

          (c) assist or encourage any person or firm engaged in whole or in part
     in any  business  that is  substantially  similar  to the  business  of the
     Companies to solicit the Companies' customers.

Sellers agree that in the event of any breach of the restrictions  imposed under
this Section with respect to any customer,  the restrictive  period described in
this  Section,  as it relates to such  customer,  shall be  extended  for a like
period  beginning on the date on which each and all of Sellers cease the conduct
which  gives  rise to such  breach.  For  purposes  of this  Section,  the  term
"customer"  shall mean only such customers  with which the Companies  transacted
business  during the three (3) year  period  immediately  preceding  the Closing
Date, and shall also include any business or company which acquires, is acquired
by, or merges with any such customer  (whether in a transaction  involving stock
or assets)  during  the period  that the  restrictions  imposed by this  Section
remain in effect and for the duration of such period.

     Section 5.2.  Noncompetition  Agreement. In order to protect the Companies'
Trade Secrets, and as a further inducement for CTC to enter into this Agreement,
Sellers agree that,  for a period of five (5) years  following the Closing Date,
they shall not  (except  in the proper  performance  of their  duties  under any
employment or consulting agreements with CTC) operate,  manage, own any interest
in,  or be  employed  by any  person  or firm  engaged  in whole or in part in a
business  substantially  the same as the business of the Companies,  anywhere in
the United  States of America.  Sellers agree that in the event of any breach of
the restrictions imposed under this Section, the restrictive period described in
this Section shall be extended for a like period  beginning on the date on which
each and all of Sellers cease the conduct which gives rise to such breach.

     Section 5.3. Enforcement of Restrictive  Provisions.  Sellers,  jointly and
severally, acknowledge and agree that:

          (a) The restrictions set forth in Sections 5.1 and 5.2, including, but
     not limited to, the time periods and geographic limitations, are reasonable
     and appropriate. The parties further acknowledge that such restrictions are
     necessary for the  protection  of the Trade  Secrets  acquired by CTC under
     this Agreement.

          (b) In the event  that any of the  provisions  of  Section  5.1 or 5.2
     relating to the geographic area of  restriction,  the period of restriction
     or the  scope of such  restriction  shall  be  determined  by any  court of
     competent  jurisdiction to exceed the maximum  enforceable  area, period or
     scope, the geographic area of restriction,  the period of restriction,  and
     the  scope of the  restriction,  as  applicable,  shall be deemed to be the
     maximum  enforceable  area,  period and scope,  and such court is expressly
     authorized by the parties to reform this Agreement to so provide.

          (c) In the event that any provision of Section 5.1, 5.2 or 5.3 is held
     to be unenforceable or invalid by any court of competent jurisdiction,  and
     not subject to reformation  under  subsection  (b), such provision shall be
     deemed  severed from this  Agreement  and the  remaining  provisions  shall
     continue in full force and effect to the same extent as if such  invalid or
     unenforceable provision had not been included in this Agreement.

          (d) In the event of a breach by  Sellers of any of the  provisions  of
     Section 5.1 or 5.2 of this Agreement, the damages sustained by CTC would be
     impossible to ascertain with  certainty,  and by CTC would have no adequate
     remedy at law.  CTC shall,  therefore,  be entitled to  injunctive  relief,
     without bond, to restrain any such breach or threatened  breach by Sellers;
     provided,  however,  that nothing contained in this Agreement shall operate
     to preclude CTC from  pursuing any other lawful  remedies  available in the
     event  of any  actual  or  threatened  breach  of  any  provision  of  this
     Agreement.  The costs,  expenses and attorneys' fees incurred in any action
     brought to enforce  the  provisions  of Section 5.1 or 5.2,  including  any
     action for injunctive  relief,  shall be awarded to the prevailing party in
     such action.

          (e) The  provisions  of  Sections  5.1,  5.2 and 5.3  shall be  deemed
     independent of any other provision of this Agreement,  and the existence of
     any claim or cause of action by Sellers  against CTC shall not constitute a
     defense to the enforcement of said sections by CTC and Brandonson.

          (f) The  provisions  of Sections  5.1,  5.2 and 5.3 shall inure to the
     benefit of the successors of CTC.

     Section 5.4.  Employment of Harold.  CTC shall continue to employ Harold on
the terms and conditions set forth in Exhibit 5.4.

     Section 5.5.  Employment of Mary.  CTC shall  continue to employ Mary for a
period of ninety (90) days  following  the Closing  Date,  on the same terms and
conditions as she was employed as of April 1, 2000.


                                   ARTICLE VI
                         SELLERS' CONDITIONS TO CLOSING

     The  obligation  of Sellers to proceed with the Closing shall be subject to
the fulfillment at or prior to the Closing Date of the following conditions:

     Section  6.1.  Representations  and  Warranties.  The  representations  and
warranties  of CTC set forth  herein  shall be true and correct in all  material
respects as of the Closing Date.

     Section 6.2. Performance and Document Delivery. CTC shall have performed in
all material  respects,  at or prior to the Closing Date, all acts in accordance
with its covenants set forth herein,  including, but not limited to, delivery to
Sellers of the following documents:

          (a) A  certificate  of good  standing  regarding  CTC certified by the
     Secretary  of State of  Indiana  dated  within  thirty  (30) days  prior to
     Closing;

          (b) A  certificate  dated as of the Closing Date signed by the general
     partner of CTC certifying  that the  representations  and warranties of CTC
     set forth  herein are true and correct in all  material  respects as of the
     Closing  Date and  that CTC has  fulfilled  all of the  conditions  of this
     Article VI;

          (c)  Resolutions  adopted by the general  partner of CTC approving the
     execution,  delivery and performance of this Agreement and the consummation
     of the transactions  contemplated hereby,  certified by the general partner
     of CTC; and

          (d) An incumbency certificate, executed by the general partner of CTC,
     certifying the identity of the  individuals  with authority to execute this
     Agreement on behalf of CTC.

     Section  6.3.  Opinion of Counsel.  CTC shall have  delivered to Sellers an
opinion of counsel to Sellers,  dated the  Closing  Date,  in a form  reasonably
acceptable to counsel for Sellers.

     Section  6.4.  No  Injunction.  No  action  proceeding,   investigation  or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain,  prohibit or obtain
substantial damages in respect of, or which is related to or arises out of, this
Agreement or the consummation of the transactions  contemplated hereby, or which
is  related to or arises  out of the  business  or  operations  of CTC,  if such
action, proceeding,  investigation or legislation, in the reasonable judgment of
Sellers  or  their  counsel,  would  make  it  inadvisable  to  consummate  such
transactions.


                                   ARTICLE VII
                           CTC'S CONDITIONS TO CLOSING

     The  obligations of CTC to proceed with the Closing shall be subject to the
fulfillment at or prior to the Closing Date of the following conditions:

     Section 7.1. Due  Diligence  Review;  Delivery of Exhibits.  CTC shall have
completed,  and in its sole discretion be satisfied with the results of, its due
diligence  review of the  operations  and financial  condition of the Companies.
Sellers shall have  delivered to CTC the Schedules  referenced in Article III of
this  Agreement,  and such Schedules  shall be  satisfactory  to CTC in its sole
discretion.

     Section  7.2.  Representations  and  Warranties.  The  representations  and
warranties of Sellers contained in this Agreement, or any document or instrument
delivered to CTC hereunder,  shall be true and correct in all material  respects
as of the Closing Date.

     Section  7.3.  Performance  and  Document  Delivery.   Sellers  shall  have
performed in all material respects, at or prior to the Closing Date, all acts in
accordance with their covenants herein,  including, but not limited to, delivery
to CTC of the following documents:

          (a)  Good  standing  certificates  regarding  each  of the  Companies,
     certified by the Secretary of State of Texas, dated within thirty (30) days
     prior to Closing;

          (b) A  certificate  dated as of the  Closing  Date  signed by Sellers,
     certifying  that the  representations  and  warranties  of Sellers  and the
     Companies set forth herein are true and correct in all material respects as
     of the Closing Date and that Sellers have  fulfilled all of the  conditions
     of this Article VII;

          (c) Resolutions  adopted by the board of directors of Brandonson,  and
     the members of Trailers and Collision,  approving the  execution,  delivery
     and performance of this Agreement and the  consummation of the transactions
     contemplated hereby, certified by a duly authorized officer or member; and

          (d) An incumbency certificate, executed by an executive officer of the
     Companies,  certifying  the identity of the  individuals  with authority to
     execute this Agreement on behalf of the Companies.

          (e) All  books and  records  of the  Companies  (but  excluding  their
     organizational  records,  minute  books,  stock  record  books,  and  stock
     registers), including all books of accounts, contracts, agreements and such
     other documents as shall be reasonably requested by CTC.

     Section  7.4.  No  Adverse  Change.  There  shall not have been any  change
between the Financial  Statement Date and the Closing Date which has had or will
have a Material Adverse Effect on the business, operations, financial condition,
assets  or  prospects  of the  Companies,  and a  certificate  shall  have  been
delivered to CTC to such effect signed by Sellers.

     Section  7.5.  Opinion of Counsel.  CTC shall have been  furnished  with an
opinion of counsel to Sellers,  dated the  Closing  Date,  in a form  reasonably
satisfactory  to counsel for CTC.  Such  opinion  shall also be addressed to the
Lenders.

     Section  7.6.  Consents  and  Approvals.  Sellers  shall have  obtained all
necessary  consents and approvals,  in form and substance  satisfactory  to CTC,
required under all leases and other material contracts  pertaining to the assets
or the  business  of the  Companies  and  satisfying  any  approval or permit or
licensing  requirements  for  consummation of this  transaction and necessary to
carry on the business of the Companies as it is currently being conducted.

     Section  7.7.  No  Injunction.  No  action,  proceeding,  investigation  or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain,  prohibit or obtain
substantial damages in respect of, or which is related to or arises out of, this
Agreement or the consummation of the transactions  contemplated hereby, or which
is related to or arises out of the business or operations of the  Companies,  if
such  action,  proceeding,  investigation  or  legislation,  in  the  reasonable
judgment of CTC or its counsel,  would make it  inadvisable  to consummate  such
transactions.

     Section 7.8.  Financing.  CTC shall have secured  financing in such amounts
and upon such terms as CTC  reasonably  determines,  and the Lenders  shall have
released to CTC the proceeds of such financing.


                                  ARTICLE VIII
                                 INDEMNIFICATION

     Section 8. 1.  Indemnification  of CTC. Sellers agree to indemnify and hold
harmless CTC (and each shareholder officer, director, employee or agent of CTC),
and their respective estates,  successors,  and assigns (each a "CTC Indemnified
Party"), from and against any and all claims, losses,  damages,  liabilities and
expenses (including, without limitation, settlement costs and any legal or other
expenses for investigating or defending any actions or threatened  actions) (the
"Losses") reasonably incurred by such CTC Indemnified Party as a result of:

          (a)  the  untruth,  inaccuracy  or  breach  of any  representation  or
     warranty made by the Sellers in the Agreement;

          (b)  the  nonfulfillment  or  breach  of any  covenant,  agreement  or
     obligation of Sellers contained in the Agreement;

          (c) any and all  amounts  of  federal,  state,  and/or  local  income,
     franchise,  property,  and/or  sales  and use  taxes  that may be  assessed
     against CTC with respect to any taxable period ending on or before the date
     of this Agreement for which adequate  provisions therefor has not been made
     through the Closing Date, as reflected on the  Companies'  books of account
     and in the Companies'  Financial Statements as of the Closing Date; and the
     amount of any interest  and/or  penalties that may be assessed with respect
     to said tax assessments.  The amount of any  indemnification  arising under
     this  Agreement is to be computed net of any and all tax benefits  received
     by CTC as a result of the tax assessment; or

          (d) any  claim  demand,  action,  damages,  costs,  expenses  or other
     liabilities  of  any  kind  relating  to or  arising  out  of  any  product
     manufactured or sold by any of the Companies on or before the Closing Date,
     including,  but not  limited  to,  any claim  alleging  negligence,  strict
     liability or breach of contract.

Any  other  provision  of  this  Article   notwithstanding,   Sellers  indemnity
obligations  to the CTC  Indemnified  Parties  shall be subject to the following
limitations: (1) Sellers shall not be obligated to indemnify any CTC Indemnified
Party unless and until the total of all Losses  incurred by the CTC  Indemnified
Parties exceeds the sum of Ten Thousand  Dollars  ($10,000.00),  and (2) Sellers
shall have no  obligation  to  indemnify  any CTC  Indemnified  Party for Losses
sustained  by the CTC  Indemnified  Parties  for such  portion of the  aggregate
amount of all such  Losses as exceeds the sum of Two  Hundred  Thousand  Dollars
($200,000.00); provided, however, that in the case of Losses relating to Section
3.22 of this Agreement the forgoing  limitation  shall be Four Hundred  Thousand
Dollars ($400,000.00),  and provided further, that no limitation will apply with
respect to Losses  relating to or arising  under Section 3.16 or 3.17(d) of this
Agreement.  No indemnity shall be required with respect to any breach or alleged
breach of any  warranty  or  representation  arising  or  occurring  after  such
representation  or warranty has expired  pursuant to the terms of Section  3.28,
except as to claims presented prior to such expiration.

     Section  8.2.  Indemnification  of Sellers.  CTC shall  indemnify  and hold
harmless Sellers (and each shareholder officer,  director,  employee or agent of
the Companies),  and their respective estates,  successors,  and assigns (each a
"Seller  Indemnified  Party")  from and  against  any and all Losses  reasonably
incurred by such Seller Indemnified Party as a result of:

          (a)  the  untruth,  inaccuracy  or  breach  of any  representation  or
     warranty made by the CTC in the Agreement;

          (b)  the  nonfulfillment  or  breach  of any  covenant,  agreement  or
     obligation of CTC contained in the Agreement; and

          (c) any  debts or other  liabilities  owed to any  person or firm with
     respect to goods or services  ordered or purchased by CTC after the Closing
     Date.

Any other provision of this Article notwithstanding, CTC's indemnity obligations
to the Seller Indemnified Parties shall be subject to the following limitations:
(1) CTC shall not be obligated to indemnify any Seller  Indemnified Party unless
and until the total of all Losses  incurred  by the Seller  Indemnified  Parties
exceeds the sum of Ten Thousand Dollars ($10,000.00),  and (2) CTC shall have no
obligation to indemnify any Seller Indemnified Party for Losses sustained by the
Seller Indemnified  Parties for such portion of the aggregate amount of all such
Losses  as  exceeds  the  sum of Two  Hundred  Thousand  Dollars  ($200,000.00);
provided, however, that no limitation will apply with respect to Losses relating
to or arising  under Section  8.2(c) of this  Agreement.  No indemnity  shall be
required  with  respect  to any  breach or  alleged  breach of any  warranty  or
representation  arising or occurring after such  representation  or warranty has
expired  pursuant  to the terms of Section  4.9,  except as to claims  presented
prior to such expiration.

     Section   8.3.   Notification.   Whenever   any  claim   shall   arise  for
indemnification  hereunder,  the Indemnified Party shall notify the indemnifying
party promptly after such  Indemnified  Party has actual  knowledge of the facts
constituting  the basis for such claim,  except that,  in the event of any claim
for indemnification  hereunder resulting from or in connection with any claim or
legal  proceedings by a third party,  such  Indemnified  Party shall give prompt
notice to the  indemnifying  party of such  claim or the  commencement  of legal
proceedings in respect of which recovery may be sought against the  indemnifying
party pursuant to the provisions of this Article. The notice to the indemnifying
party shall  specify,  if known,  the amount or an estimate of the amount of the
liability  arising  therefrom.   The  Indemnified  Party  shall  not  settle  or
compromise any such claim without the prior written consent of the  indemnifying
party unless suit shall have been instituted  against the Indemnified  Party and
the indemnifying party shall have failed,  within fifteen (15) days after notice
of  institution of the suit, to take control of such suit as provided in Section
8.4.

     Section 8.4.  Defense of Actions.  In connection with any claim giving rise
to  indemnity  hereunder  resulting  from or  arising  out of any claim or legal
proceeding by a person who is not a party to this  Agreement,  the  indemnifying
party, at its sole cost and expense, may, upon written notice to the Indemnified
Party, assume the defense of such claim or legal proceeding,  to the extent that
the indemnifying  party admits in writing its liability to the Indemnified Party
with respect to all material elements thereof. If the indemnifying party assumes
the  defense  of any such  claim or legal  proceeding,  the  obligations  of the
indemnifying  party  hereunder  as to such  claim or legal  proceeding  shall be
limited to taking all steps  necessary in the defense or settlement  thereof and
to holding the Indemnified Party harmless from and against any losses,  damages,
expenses,  or liability  caused by or arising out of any settlement  approved by
the  indemnifying  party or any judgment in connection  with such claim or legal
proceeding.  Each  Indemnified  Party  agrees  that it will  cooperate  with the
indemnifying  party in the defense of any such  action,  the defense of which is
assumed by the  indemnifying  party.  Except with the consent of the Indemnified
Party,  the  indemnifying  party shall not consent to the entry of any  judgment
arising from any such claim or legal  proceeding  which,  in each case, does not
include as an  unconditional  term thereof the delivering by the claimant or the
plaintiff to the  Indemnified  Party of a release from all  liability in respect
thereof,  unless the  indemnifying  party has actually  paid to the  Indemnified
Party the full amount of such judgment or settlement.  If the indemnifying party
does not assume the defense of any claim or litigation,  any  Indemnified  Party
may defend  against  such  claim or  litigation  in such  mariner as it may deem
appropriate,  including,  but not limited to, settling such claim or litigation,
after giving notice of the same to the indemnifying  party, on such terms as the
indemnified  Party may deem  appropriate.  The indemnifying  party will promptly
reimburse the Indemnified Party in accordance with the provisions hereof.

     Section 8.5.  Payment.  All  indemnification  under this  Article  shall be
effected by payment of cash or delivery of a certified or official bank check in
the amount of the indemnification  liability,  or by set-off against any amounts
otherwise owed by CTC to Sellers or by Sellers to CTC, as the case may be.


                                   ARTICLE IX
                              ADDITIONAL PROVISIONS

     Section  9.  1.  Notices.  All  notices,   requests,   consents  and  other
communications  hereunder shall be in writing and shall be personally delivered,
mailed by first-class  registered or certified mail,  postage  prepaid.,  return
receipt requested or delivered by an overnight courier service,  delivery charge
prepaid:

         (a)      If to CTC, to:

                            Timothy S. Durham
                            111 Monument Circle, Suite 3680
                            Indianapolis, Indiana 46204

                            with a copy to:

                            John L. Egloff
                            Riley Bennett & Egloff
                            Box 82035
                            One American Square
                            Indianapolis, Indiana 46282

         (a)      If to Sellers, to:

                            Harold Peck
                            2137 Hickory Hill Road East
                            Argyle, Texas 76226

                            with a copy to:

                            Robert Widmer, Jr.
                            Banks Widmer & Shelton
                            513 West Oak Street
                            Denton, Texas 76201-9041

or such other  addresses as may be  furnished  to the parties by written  notice
given as provided in this Section.

     Section 9.2. Severability. Should any one or more of the provisions of this
Agreement or any  agreement  entered into  pursuant  hereto be  determined to be
illegal or unenforceable,  all other provisions of this Agreement and such other
agreements  shall be given effect  separately  from the  provision or provisions
determined to be illegal or unenforceable and shall not be affected thereby.

     Section 9.3.  Governing Law. This Agreement shall be construed and enforced
in  accordance  with  the laws of the  State of  Texas,  without  regard  to its
conflicts of law principles.

     Section 9.4. Further Assurances. Each party covenants that at any time, and
from  time  to  time,  after  the  Closing,  it  will  execute  such  additional
instruments  and take such actions as may be  reasonably  requested by the other
parties to confirm or perfect or  otherwise to carry out the intent and purposes
of this Agreement.

     Section 9.5  Modifications;  Waiver.  Neither this  Agreement  nor any term
hereof may be  changed,  waived,  discharged  or  terminated,  except in writing
signed by the parties hereto. No waiver of any provision of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision,  whether or not
similar, nor shall any waiver constitute a continuing waiver.

         Section 9.6 Assignment. CTC may assign its rights under this Agreement
to any affiliated entity, and may collaterally assign to its Lenders its rights
with respect to the representations, warranties, covenants and indemnities made
or granted to CTC under this Agreement. Any or all of the Companies may assign
its rights under this Agreement to any successor in interest which results
solely from a change in the form of entity in which any of the Companies
currently transacts business. Except as provided in the preceding provisions of
this Section, this Agreement shall not otherwise be assignable by any of the
parties hereto without the written consent of all other parties.

     Section 9.7 Binding Effect. All of the terms of this Agreement,  whether so
expressed or not, shall be binding upon the respective personal representatives,
successors  and assigns of the parties  hereto and shall inure to the benefit of
and be enforceable by the respective  personal  representatives,  successors and
assigns of the parties hereto.

     Section 9.8 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     Section 9.8  Counterparts.  This  Agreement  may be executed in two or more
counterparts.  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     Section   9.10   Survival   of   Representations   and   Warranties.    The
representations  and warranties of the parties  contained in the Agreement shall
survive the Closing and shall not be extinguished  thereby  notwithstanding  any
investigation or other examination by any party.

     Section 9.11  Construction  of Terms.  The language  used in the  Agreement
shall be construed,  in all cases, according to its fair meaning, and not for or
against  either  party  hereto.  The  parties  acknowledge  that each  party has
reviewed this Agreement and that normal rules of construction to the effect that
any  ambiguities  are to be  resolved  against the  drafting  party shall not be
employed in the interpretation of this Agreement.  Whenever the masculine gender
is used herein, it shall be deemed to include the feminine and the neuter.

     Section  9.12.  Mediation.  Prior to the  instituting  suit in any court of
competent jurisdiction,  the parties shall, in good faith, attempt to settle any
controversy  or claim arising out of or relating to this  Agreement by mediation
in accordance with the laws and rules,  then  obtaining,  of the State of Texas;
provided,  however,  that this provision shall not prevent,  hinder or delay the
filing of any claim for injunctive relief by CTC under the provisions of Section
5.3 of this Agreement.

     Section 9.13. Entire Agreement. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ
THIS AGREEMENT,  UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.  The parties
further  acknowledge  that  this  Agreement  and the other  documents  delivered
pursuant  hereto  constitute  the entire  agreement  and  understanding  between
Sellers  and  CTC,   superseding   and  canceling  all  prior   agreements   and
understandings  relating to the subject matter hereof,  whether written or oral.
Each party has had adequate  opportunity to consult with legal,  financial,  tax
and other advisors prior to its execution of this Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
20th day of April, 2000.


/s/ Harold Peck                              /s/ Mary Peck
Harold Peck                                  Mary Peck


Champion Trailer, LLC                        Champion Collision, LLC


By: /s/ Harold Peck, President               By: /s/ Harold Peck, President
        (Signature and Title)                (Signature and Title)


                                             Brandonson, Inc.


                                             By: /s/ Harold Peck, President
                                             (Signature and Title)


                                             Champion Trailer Company, LP


                                             By: /s/ Timothy S. Durham
                                             (Signature and Title)