Asset Purchase Agreement dated July 9, 2001 between Magnetech Industrial Services,
      Inc. and Meade Industrial Services, Inc.


    Exhibit
      10.27

     

    


     

    ASSET
      PURCHASE AGREEMENT


     

    This
      Asset Purchase Agreement is entered into between Meade Industrial Services,
      Inc., a Delaware corporation (“Seller”) and Magnetech Industrial Services, Inc.,
      an Indiana corporation (“Buyer”). Seller is the owner of assets used in
      connection with Seller’s business of making and repairing magnets and repairing
      industrial motors (“Business”) located in Hammond, Indiana (“Hammond Location”)
      and in Boardman, Ohio (“Ohio Location”). Buyer wishes to purchase certain assets
      of the Seller to enable Buyer to operate the Business.

     

    SELLER
      AND BUYER NOW AGREE AS FOLLOWS:

     

    1. Sale
      of Assets.
      On the
      Closing Date (as later defined), Seller agrees to sell and Buyer agrees to
      purchase the following property and rights (“Assets”):

     

    a. Operational
      Assets.
      All
      equipment, machinery, furniture, communications equipment, fixtures, vehicles,
      tools, computer hardware, computer software (excluding accounting software
      provided by Contractor’s Data Services) and office supplies presently being used
      in the operation of the Business at the Hammond Location and certain assets
      presently used at the Ohio Location (“Operational Assets”). A list of the
      Operational Assets is attached to this Agreement as Schedule 1(a). The
      Operational Assets are being purchased in an “as is - where is” condition.


     

    b. Product.
      All
      product at the Hammond Location (“Product”) which is described as follows:


     

    i. Work
      in Process.
      Two
      categories of work in process (“WIP”) as follows: 

     

    (1) Category
      I - WIP.
      WIP
      consisting of Seller’s open customer jobs being produced pursuant to contracts
      or purchase orders from customers. 

     

    (2) Category
      II - WIP.
      WIP
      consisting of open customer jobs, which are unsupported by purchase order or
      contract, and new, rebuilt, used and repairable magnets offered for sale.


     

    ii. Inventory.
      All of
      Seller’s current usable materials normally used in the manufacture/repair of
      magnets, motors, shafts and other work routinely performed by the Seller.


     

    c. Name,
      Intellectual Property and Goodwill.
      All of
      Seller’s rights, title and interest in and to the following, if
      any:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    i. Its
      Business, technology, know-how, processes, trade secrets, inventions,
      proprietary data, research and development data, computer software programs,
      seller’s website which is Meadeindustrial.com, domestic and foreign patents and
      patent applications, registered and unregistered copyrights and copyright
      applications, and other intangible property (collectively, the “Intellectual
      Property”);

     

    ii. Its
      telephone and telecopier numbers; 

     

    iii. All
      of
      its present and former customer and agent lists, supply lists, advertising
      materials, price lists, sales and promotional literature, correspondence files,
      sales and purchase records, displays, manuals, data, lists of present and former
      suppliers and all other files or records related to the operation of the
      Business. Buyer will retain any and all such records as set forth in this
      subparagraph for any applicable warranty period plus one (1) year. Furthermore,
      Buyer shall allow Seller reasonable access to any and all such records upon
      Seller’s sole discretion. 

     

    iv. A
      one-year license for Buyer’s use of the name “Meade Industrial Services” and a
      perpetual license for Buyer’s use of the name “Meade Magnets” and all goodwill
      associated with those names. Seller shall cause its affiliate, Meade Electric
      Company, Inc., an Illinois corporation, to enter into a License Agreement with
      Buyer substantially in the form as attached hereto as Exhibit “A” as of the
      Closing Date (“License Agreement”). 

     

    d. Contracts.
      All of
      Seller’s rights, title and interest in and to its contracts and agreements with
      customers and service providers listed on the attached Schedule 1(d) (“Assumed
      Contracts”). 

     

    e. Liabilities
      and Obligations of Seller.
      Buyer
      is accepting none of the Seller’s liabilities or obligations, except those
      identified on Schedule 1(e) (“Assumed Obligations”). Except for the Assumed
      Obligations, Buyer shall not assume, nor shall Buyer be responsible for, any
      debts, liabilities, obligations, or commitments of Seller whatsoever, whether
      actual, absolute, accrued, fixed, contingent, asserted or unasserted, including
      without limitation: (i) any of Seller’s accounts payable or other
      obligations or claims payable; (ii) any of Seller’s liabilities relating to
      any federal, state, local or other governmental taxes, fees, penalties or
      related charges; (iii)  except for those contracts assumed by Buyer
      pursuant to Paragraph 1(d) above, any liabilities or obligations arising under
      any contract or agreement to which Seller is a party or relating to any
      violation or breach of any thereof; (iv) any liabilities of Seller arising
      in connection with any employees of Seller as a result of Seller’s employment or
      discharge of any such persons; (v) any 

     


    
      
        
        

      

      
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    liabilities
      arising from the failure of Seller to comply with the rules and requirements
      of
      employee pension or benefit plan provisions; or (vi) any fines, civil
      penalties or other liabilities based upon or arising out of any claim, action,
      suit, litigation or proceeding to which Seller is or may be named a party,
      or
      relating to the Business. 

     

    f. Excluded
      Assets.
      

     

    i. Ohio
      Assets.
      Except
      for the Operational Assets listed in Schedule 1(a), Buyer is not purchasing
      any
      of Seller’s assets from the Ohio Location. 

     

    ii. Accounts
      Receivable.
      Buyer
      is not purchasing any of Seller’s outstanding accounts receivable (“Outstanding
      Receivables”). The Outstanding Receivables are listed in Schedule 1(f) attached
      to this Agreement. Buyer will use its reasonable efforts to collect the
      Outstanding Receivables and will remit to Seller, on a weekly basis, any
      proceeds collected by Buyer on the Outstanding Receivables, less a collection
      fee of two percent (2%) of gross collections of these Outstanding Receivables,
      which fee shall be retained by Buyer. The term “reasonable efforts” shall
      include sending notices by regular mail, making telephone calls and similar
      contacts with customers, and shall specifically exclude, without limitation,
      delivering notices by certified mail or personal delivery, the filing of a
      lawsuit or engagement of legal counsel in order to collect the Outstanding
      Receivable, or Buyer making any adjustment in its business relationship with
      a
      customer in order to collect the Outstanding Receivable. Buyer’s obligation to
      collect the Outstanding Receivables shall expire as each Outstanding Receivable
      becomes one hundred eighty (180) days old. Any and all payments received by
      Buyer, unless otherwise specified by the customer, shall be applied first to
      the
      oldest invoice of said customer. Furthermore, Seller reserves the right to
      terminate Buyer’s collection of any one or all of said Outstanding Receivables
      at any time; Seller shall give Buyer reasonable notice of such termination.
      

     

    2. Purchase
      Price.
      Subject
      to Paragraph 8(j) hereof, the total purchase price for the Assets (“Purchase
      Price”) shall be determined as of the Closing Date (as later defined) and shall
      be the sum of the following: 

     

    a. The
      value
      of the Operational Assets, Name, Intellectual Property, Goodwill, and Contracts,
      which shall be computed at the net book value of the Operational Assets, as
      determined in a manner consistent with previous accounting practices of Seller
      as reflected on Seller’s financial statements; plus

     


    
      
        
        

      

      
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    b. The
      value
      of the Inventory, which shall be determined as follows: 

     

    i. Inventory
      in Seller’s possession for less than one (1) year shall be valued at either:
      (1) one hundred percent (100%) of Seller’s cost of procurement; or
      (2) the current cost of replacement, whichever is less;

     

    ii. Inventory
      in Seller’s possession for one (1) to two (2) years shall be valued at either:
      (1) seventy-five percent (75%) of Seller’s cost of procurement; or
      (2) the current cost of replacement, whichever is less; 

     

    iii. Inventory
      in Seller’s possession for two (2) to three (3) years shall be valued at either:
      (1) fifty percent (50%) of Seller’s cost of procurement; or (2) at the
      current cost of replacement, whichever is less; provided however, that this
      value shall be no less than scrap value; 

     

    iv. Inventory
      in Seller’s possession from three (3) to four (4) years shall be valued at
      either: (1) twenty-five percent (25%) of Seller’s cost of procurement; or
      (2) the current cost of replacement, whichever is less; provided however,
      the value shall not be less than scrap value; and

     

    v. Inventory
      in Seller’s possession for four (4) years or more shall be valued at scrap
      value; plus 

     

    c. The
      value
      of Category I-WIP at actual, direct costs to Seller. No overhead or profit
      will
      be attributed to the value; plus

     

    d. The
      value
      of Category II-WIP at Seller’s actual, direct cost, including acquisition costs.
      No overhead or profit will be attributed to the value. Buyer will purchase
      the
      Category II - WIP as a whole unit or none of it. In the event Buyer does not
      wish to acquire the Category II - WIP as a whole unit, Seller will retain
      ownership of the Category II - WIP and may dispose of it in its sole
      discretion.

     

    On
      the
      Closing Date, Buyer will deliver to Seller the Purchase Price in cash, certified
      or bank check or by transfer of immediately available federal funds. The
      Purchase Price shall be allocated among the Assets as set forth in IRS Form
      8594
      (“Asset Acquisition Statement”). The parties agree to timely file the Asset
      Acquisition Statement with the Internal Revenue Service. Buyer or Seller may
      change the agreed-upon allocations only upon notice to, and written consent
      from, the other party. 

     


    
      
        
        

      

      
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    3. Closing
      Date.
      The
      closing of this transaction (“Closing”) shall take place on or before August 5,
      2001 or at such other date as may be agreed to by Buyer and Seller (“Closing
      Date”).

     

    4. Conduct
      of Business Pending Closing.
      Pending
      Closing, Seller covenants as follows: 

     

    a. Seller
      will conduct its affairs (including purchase of materials and supplies) only
      in
      the ordinary course of Business. Any substantial deviation from the normal
      course of Business may be undertaken only with the prior written consent of
      Buyer;

     

    b. Seller
      will use its reasonable efforts to preserve its Business organization and to
      maintain for Buyer the goodwill of suppliers, customers and others having
      relationships with Seller; 

     

    c. Seller
      will allow Buyer and its authorized representatives reasonable access during
      normal business hours, upon reasonable notice to Seller, at a time and place
      mutually agreed, to all books and records of Seller for the purposes of
      completing Buyer’s due diligence requirements; and

     

    d. As
      of the
      Closing Date, the value of the Assets shall not have been materially affected
      in
      any adverse manner by reason of any loss, destruction or physical damage,
      whether or not insured. If the Assets have been adversely affected in value,
      Buyer may, in its sole discretion, cancel this Agreement. 

     

    5. Ohio
      Location.
      On or
      before the Closing Date, Seller shall curtail its operation of the Business
      at
      the Ohio Location to offices for inside and outside sales persons, product
      application design person, testing, inspection and minor external repair.


     

    6. Seller’s
      Representations and Warranties.
      Seller
      represents and warrants as follows:

     

    a. Financial
      Statements.
      Seller
      has, or within seven (7) days prior to Closing will have, delivered to Buyer
      financial statements of Seller prepared by the firm of accountants servicing
      Seller for the 1998, 1999 and 2000 fiscal years, including statements of
      revenues and expenses of Seller for those periods, and supplementary information
      set forth in such financial statements (“Financial Statement[s]”). Seller, to
      the best of its knowledge and belief, has no unrecorded liabilities or
      obligations of any type, nature or description, known or unknown, asserted
      or
      unasserted, direct or indirect, absolute or contingent, except as set forth
      in
      the Financial Statements. The Financial Statements are true and correct
      representations of the financial 

     


    
      
        
        

      

      
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    condition
      and operating results of Seller as of the dates and for the periods of those
      Financial Statements, and were prepared in accordance with generally accepted
      accounting principles applied on a consistent basis. All Assets shown on such
      Financial Statements are counted consistent with past practice, are stated
      at
      proper values, and reflect and will reflect Assets of true future economic
      value
      to Buyer after the Closing;

     

    b. Title
      to Assets; Condition of Assets.
      Other
      than listed in Schedule 6(b), Seller has good, marketable and insurable title
      to
      all the Assets, free and clear of any and all security interests, pledges,
      liens, conditional sales agreements, claims or encumbrances. No person, firm
      or
      corporation other than Seller has any right to the use or possession of any
      of
      the Assets. Except as set forth on Schedule 6(b), no currently effective
      financing statement under the Uniform Commercial Code with respect to any of
      the
      Assets has been filed in any jurisdiction and no agent of Seller has signed
      any
      financing statement or security agreement authorizing anyone to file any
      financing statement. The Assets constitute all of the assets necessary to permit
      Buyer to carry on the Business in a manner substantially consistent with past
      practice. It is also agreed and understood that any and all Operational Assets
      are being purchased in an “AS
      IS, WHERE IS AND WITH ALL FAULTS”
      condition. The quantities of the Product (whether WIP or Inventory) are not
      excessive, but are reasonable in the present circumstances of the Business;
      

     

    c. Customers.
      Seller
      has not received any notice nor has knowledge that any of its largest 20
      customers (based on net revenues for the 1999 and 2000 Financial Statements)
      intends to terminate or materially reduce its relationship with Seller and
      no
      such customer has terminated or materially reduced its business with Seller
      in
      the last twelve (12) months;  

     

    d. Employees;
      Labor Relations.
      All
      union contracts, collective bargaining agreements, written employment
      agreements, contracts, policies and commitments with or between Seller and
      any
      of its employees, directors, or officers, including without limitation those
      relating to severance and all written agreements with employees, are listed
      in
      Schedule 6(d). As of the date of this Agreement, except as set forth on Schedule
      6(d): 

     

    i. Seller
      has paid in full or accrued to all of its employees and former employees all
      wages, salaries, commissions, bonuses, fringe benefit payments and all other
      direct and indirect compensation of any kind for all services performed by
      them
      and each of them to the date hereof; 

     


    
      
        
        

      

      
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    ii. Seller
      is
      in compliance with all laws dealing with employment and employment practices
      of
      any kind, and all wage and hour requirements and regulations; 

     

    iii. All
      employment practices of and employment actions taken by Seller as of the date
      of
      this Agreement shall have been consistent with all laws, including but not
      limited to those dealing with employment and employment practices of all kinds,
      and all wage and hour requirements and regulations, and no such employment
      practices or employment actions have been in violation of any such laws;


     

    iv. There
      is
      no unfair labor practice, safety, health, discrimination or wage claim, charge,
      complaint or suit pending or threatened against or involving Seller before
      the
      National Labor Relations Board, Occupational Safety and Health Administration,
      Equal Employment Opportunity Commission, Department of Labor or any other
      governmental agency; 

     

    v. There
      is
      no labor dispute, strike, work stoppage, interference with production or
      slowdown in progress or threatened against or involving Seller;

     

    vi. There
      is
      no question of representation under the National Labor Relations Act, as
      amended, or any state equivalent thereof, pending with respect to the employees
      of Seller; 

     

    vii. There
      is
      no grievance pending or threatened against Seller under any collective
      bargaining agreement or otherwise; and

     

    viii. There
      is
      no dispute, claim or proceeding pending or threatened by the Immigration and
      Naturalization Service with respect to Seller. 

     

    Seller
      shall pay to all of its employees all wages, salaries, commissions, bonuses,
      fringe benefit payments and all other direct and indirect compensation of any
      kind for all services performed by them and each of them which become due and
      payable on or before the Closing Date; 

     

    e. Employment
      Benefit Plans.
      Schedule 6(e) contains a list of each employee welfare benefit plan (“Employee
      Welfare Benefit Plan”) and employee pension benefit plan (“Employee Pension
      Benefit Plan”) which was maintained or administered by Seller within the three
      (3) year period immediately prior to the Closing Date and to which Seller
      contributed or was legally obligated to contribute, and under which Seller
      had
      any liability with respect to its current employees or independent contractors.
      Also contained on Schedule 6(e) is a list of each benefit plan, program,
      arrangement, agreement, policy or commitment, whether insured or uninsured,
      

     


    
      
        
        

      

      
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    funded
      or
      unfunded, that is not an Employee Welfare Benefit Plan or an Employee Pension
      Benefit Plan (collectively the “Employee Plans”) relating to: (i) deferred
      compensation, bonuses or compensation in addition to regular pay or wages,
      (ii) stock options or employee stock purchases; (iii) severance,
      unemployment, disability, vacation, sickness, or leave of absence;
      iv) fringe benefits, employee awards, educational assistance or
      reimbursement, equity participation, employee discounts, excess benefits, child
      or dependent care, long term and nursing home care; and (v) profit sharing
      which is sponsored, maintained or administered by Seller to which Seller
      contributes or is legally obligated to contribute, or under which Seller has
      any
      liability with respect to current or former employees of any individuals
      providing services to Seller. The Employee Welfare Benefit Plans, Employee
      Benefit Pension Plans and Employee Plans are collectively referred to as the
      “Employee Benefit Plans” and individually referred to as an “Employee Benefit
      Plan.”

     

    To
      the
      best of Seller’s knowledge and belief: 

     

    i. Each
      of
      the Employee Benefit Plans is in compliance in all respects with the applicable
      provisions of ERISA and those provisions of the Internal Revenue Code (“Code”)
      applicable to the Employee Benefit Plans, and each Employee Benefit Plan
      intended to be qualified under Section 401(a) of the Code is so qualified.
      All
      contributions to, and payments from, the Employee Benefit Plans which may have
      been required to be made in accordance with the Employee Benefit Plans or the
      Code have been timely made. Each of the Employee Benefit Plans has been
      administered at all times and in all material respects in accordance with its
      terms. There are no pending investigations by any governmental agency involving
      the Employee Benefit Plans, no termination proceedings involving the Employee
      Benefit Plans, and no pending or, to the best knowledge of Seller, threatened
      claims (except for claims for benefits payable in the normal operation of the
      Employee Benefit Plan), suits or proceedings against any Employee Benefit Plan
      or assertion of any rights or claims under any Employee Benefit Plan.


     

    ii. No
      Employee Benefit Plan fiduciary has engaged in a “prohibited transaction” (as
      such term is defined in the Code or ERISA) which could subject any thereof
      to a
      tax or penalty on prohibited transactions imposed by the Code or ERISA.


     

    iii. Seller
      is
      currently obligated to contribute to those “multi-employer plans” (as defined in
      ERISA) described in Schedule 6(e). 

     


    
      
        
        

      

      
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    iv. Seller
      does not have any “leased employees” within the meaning of the Code.


     

    v. Except
      as
      set forth on Schedule 6(e), Seller has no obligation to provide any medical
      or
      health benefits to any former employees or retired employees, except to the
      extent required by COBRA. Seller is not subject to any excise tax for the
      current or any prior taxable year. 

     

    vi. Seller
      has complied with the requirements of COBRA and the rules and regulations
      thereunder. 

     

    vii. None
      of
      the employees of Seller is a member of, nor is any Employee Benefit Plan
      maintained in connection with, any “Voluntary Employees Benefit Association”
      within the meaning of Code Section 501(c)(9); 

     

    f. Organization.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware and is duly qualified to do business and is in
      good standing under the laws of all other jurisdictions in which its ownership
      or use of property for the conduct of the Business requires it to qualify.
      Seller has all necessary corporate power and authority to own all of its
      property and assets, to conduct the Business as now being conducted, and to
      make, execute, deliver, and perform this Agreement and the other documents
      and
      instruments contemplated hereby; 

     

    g. Consents
      and Approvals.
      Except
      as set forth in Schedule 6(g), the execution, delivery and performance of this
      Agreement and any related agreements by Seller and the consummation by Seller
      of
      the transactions contemplated hereby or thereby will not require any notice
      to,
      or consent, authorization or approval from, any governmental agency or any
      third
      party. Except as noted on 6(g), any and all notices, consents, authorizations
      and approvals set forth have been made and obtained; 

     

    h. Taxes.
      Except
      as set forth on Schedule 6(h), Seller has prepared and has timely filed with
      the
      appropriate foreign, federal, state and local taxing authority, all income,
      excise and other tax returns required to be filed by each as of the date hereof,
      and all such tax returns are true, correct and complete. Seller has timely
      paid
      all taxes shown on such returns to be due or which have become due pursuant
      to
      any assessments, deficiency notice, thirty (30) day letter or similar notice
      received by each. Except as set forth on Schedule 6(h), no taxing authority
      has
      asserted any claim against Seller of any additional tax liability or initiated
      any action or 

     


    
      
        
        

      

      
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    proceeding
      which could result in such an assertion, including a claim by an authority
      in a
      jurisdiction where Seller has not previously filed a tax return that it is,
      or
      may be subject to, tax in such jurisdiction. Seller has made all withholdings
      and withholding payments required to be made with respect to the operation
      of
      the Business under all applicable federal, state, local and foreign laws and
      regulations with respect to all sales and use taxes and amounts paid to
      employees, former employees, independent contractors, shareholders,
      non-residents of the State of Indiana, and all other parties and amounts
      withheld have been properly paid over to the appropriate taxing authority.
      There
      are no liens for taxes upon any of the Assets; 

     

    i. Compliance
      with Laws; no Default or Litigation.
      To the
      best of Seller’s knowledge and belief and except as set forth in Schedule
      6(i):

     

    i. Seller
      is
      not in default or violation (nor is there any event which, with notice or lapse
      of time or both, would constitute a default or violation) in any respect under
      any contract, agreement, lease, consent order, or other commitment relating
      to
      the Business or under any law, including without limitation, applicable laws,
      rules and regulations relating to environmental protection, anti-trust, civil
      rights, and health and occupational health and safety; 

     

    ii. There
      are
      no actions, suits, claims, investigations or legal arbitration or administrative
      proceedings in progress, pending or threatened by or against Seller (or its
      assets or properties) whether at law or in equity, whether civil or criminal
      in
      nature, or whether before or by a federal, state, county, local or other
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign, nor has Seller been charged with or received any notice
      of
      any violation of any law relating to Seller, its properties, assets or the
      transactions contemplated by this Agreement; and 

     

    iii. Neither
      Seller nor any of its employees, officers, agents or shareholders, either
      individually or jointly with any other person, have violated or participated
      in
      any way in the violation, or engaged in any conduct which may constitute a
      violation of any laws or regulations, relating to government contracting,
      bid-rigging, anti-collusion, anti-trust or other similar unlawful conduct with
      respect to the Business; 

     

    j. Assumed
      Contracts.
      To the
      best of Seller’s knowledge and belief, the Assumed Contracts are valid and
      binding obligations of Seller, enforceable in accordance with their respective
      terms, are in full force and effect, and except as otherwise specified in
      Schedule 6(j), will continue in full force and effect without the consent of
      any
      of the parties so that, after the 

     


    
      
        
        

      

      
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    Closing
      Date, Buyer will be entitled to the full benefits thereof. Except as set forth
      in Schedule 6(j), none of the Assumed Contracts contain any provisions that
      are
      triggered by any of the transactions contemplated by this Agreement or any
      related agreement. Except as disclosed in Schedule 6(j), there are no defaults
      currently existing and no events have occurred or have failed to occur which,
      after notice or lapse of time or both, would constitute a default or result
      in a
      right to accelerate or loss of rights under the Assumed Contracts. No notices
      of
      default, termination or expiration have been received by Seller with respect
      to
      such Assumed Contracts. Seller has no knowledge or any facts or circumstances
      that would render any of the Assumed Contracts unenforceable against any party
      thereto; 

     

    k. Permits.
      To the
      best of Seller’s knowledge and belief, it possesses all permits necessary to
      operate its properties and conduct the Business as now conducted and such
      permits are set forth on Schedule 6(k). Any and all such permits which are
      assignable will be assigned by Seller to Buyer at Closing; 

     

    l. Intellectual
      Property.
      To the
      best of Seller’s knowledge and belief, Seller owns and possesses the lawful
      right to use all of the Intellectual Property necessary to conduct the Business
      as presently operated. Schedule 6(l) sets forth a complete and current list
      of
      the Intellectual Property. To the best knowledge of Seller, Seller is not
      infringing upon or otherwise acting adversely to or engaging in the unauthorized
      use or misappropriation of any Intellectual Property, including but not limited
      to United States patents and patent applications, registered and unregistered
      trademarks, service marks, trade names, logos, domain names, brands, business
      identifiers, private labels, trade dress, rights of publicity, or rights or
      privacy which are owned by any other person or entity, and there is no claim
      or
      action by any such person or entity pending or threatened with respect thereto.
      Seller has not licensed the Intellectual Property to any third party;


     

    m. Due
      Authorization.
      The
      action taken by Seller in the signing of this Agreement and all action
      contemplated with this Agreement shall be properly authorized by the
      shareholders and directors of Seller. The execution and delivery of this
      Agreement and the consummation of the transactions contemplated hereby do not
      and will not violate any of the provisions of the Articles of Incorporation
      or
      By-laws of Seller;

     

    n. Accuracy.
      To the
      best of Seller’s knowledge and belief, none of the statements or information
      contained in any of the representations, warranties, covenants or agreements
      of
      Seller set forth in this Agreement or any information or documents delivered
      or
      to 

     


    
      
        
        

      

      
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    be
      delivered to Buyer prior to the execution of this Agreement, contains any untrue
      statement of a material fact or omits a material fact necessary to make the
      statements contained in this Agreement or in any schedule to this Agreement
      or
      in any of the other information provided or the documents delivered to Buyer
      in
      connection with the transactions contemplated by this Agreement, in light of
      the
      circumstances in which those statements were made, not misleading. Seller has
      fully disclosed all relevant material facts affecting the Business, Seller’s
      liabilities and the Assets; 

     

    o. Name.
      Seller
      has not, within five (5) years prior to the Closing Date, conducted business
      under any names other than “Meade Magnets” and “Meade Industrial Services”;
      and

     

    p. Other
      Negotiations.
      Seller
      will not, directly or indirectly engage in discussions or negotiations with
      any
      person other than Buyer concerning any merger, sale of stock, sale of assets
      or
      similar transaction involving or affecting ownership or operation of the
      Business. 

     

    7. Buyer’s
      Representations and Warranties.
      Buyer
      represents and warrants to Seller as follows:

     

    a. Organization.
      Buyer
      is a corporation duly organized and validly existing under the laws of the
      State
      of Indiana. Buyer has all necessary corporate power and authority to own all
      of
      its property and assets, to conduct its business, and to make, execute and
      deliver this Agreement and other documents and instruments contemplated in
      the
      Agreement; and

     

    b. Accuracy.
      None of
      the statements or information contained in any of the representations,
      warranties, covenants or agreements of Buyer set forth in this Agreement or
      any
      information or documents delivered or to be delivered to Seller prior to the
      execution of this Agreement, contains any untrue statement of a material fact
      or
      omits a material fact necessary to make the statements contained in this
      Agreement or in any exhibit or schedule to this Agreement or in any of the
      other
      information provided or the documents delivered to Seller in connection with
      the
      transactions contemplated by this Agreement, in light of the circumstances
      in
      which those statements were made, not misleading. 

     

    8. Conditions
      to Obligation of Buyer.
      The
      obligation of Buyer to purchase the Assets from Seller under this Agreement
      is
      subject to the satisfaction of the following conditions on or before the Closing
      Date (unless any condition is waived in writing by Buyer): 

     

    a. All
      representations and warranties of Seller contained in or made pursuant to this
      Agreement shall be true and correct as of the Closing Date;

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    b. Seller
      shall have performed, observed and complied with all the obligations and
      conditions required by this Agreement, including, but not limited to, the
      execution and delivery of all documents or instruments required to be so
      executed or delivered;

     

    c. No
      order
      of any Court or administrative agency shall be in effect which restrains or
      prohibits the transactions contemplated in this Agreement, or which would affect
      or limit Buyer’s ownership or control of the Assets, and there shall not have
      been threatened or pending any proceeding before any Court, governmental agency,
      or other regulatory entity challenging any of the transactions contemplated
      by
      this Agreement;

     

    d. On
      or
      prior to the Closing Date, there shall have been no loss, damage or destruction
      to the Assets which materially impairs the value of the Assets in any way,
      and
      Seller shall not have suffered any material adverse change in its financial
      condition, results of operations, assets, liabilities, business or prospects;
      

     

    e. Buyer
      shall have completed its due diligence review of the Business with the results
      being satisfactory to Buyer in its sole discretion; 

     

    f. Seller
      shall have delivered the certificates of title and other appropriate documents,
      including bills of sale and instruments of assignment sufficient to evidence
      and
      transfer to Buyer complete legal and equitable title in the Assets, free and
      clear of any and all security interests, pledges, liens, conditional sales
      agreements, claims, encumbrances or charges or restraints on
      transfer;

     

    g. Seller
      shall have delivered to Buyer an opinion of legal counsel (“Seller’s Opinion
      Letter”) dated the Closing Date in substantially the form as attached hereto as
      Exhibit “B;”

     

    h. Buyer
      shall have entered into an Employment Agreement with Loren Hecker in
      substantially the form attached hereto as Exhibit “C” (“Employment Agreement”);


     

    i. Buyer
      shall have entered into a Non-Competition Agreement with Joseph F. Lizzadro
      and
      Seller, in substantially the form attached hereto as Exhibit “D”
      (“Non-Competition Agreement”); and

     

    j. Calumet
      National Bank, as Trustee of Trust No. P-3378 (“Trust”) and JAM FOX INVESTMENTS,
      LLC (“JAM”) shall have closed the purchase by JAM of the Hammond Location as
      provided by a Real Estate Purchase Agreement between the Trust and JAM dated
      this same date (“Real Estate Purchase Agreement”). In the event JAM, for any
      reason, fails to close on 

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    the
      purchase of the Hammond Location simultaneously with the Closing hereof, Buyer
      and Seller shall have entered into a lease for the Hammond Location upon terms
      mutually satisfactory to Buyer and Seller (“Hammond Lease”). If the Hammond
      Lease is entered into by Buyer and Seller, the Purchase Price for the Assets
      as
      set forth in Paragraph 2 hereof shall be increased by the sum of $500,000;
      

     

    k. Seller
      shall have curtailed the operation of the Business at the Ohio Location as
      set
      forth in Paragraph 5 of this Agreement; 

     

    l. Seller
      shall have caused Shareholder (L&H Company) to execute and deliver an
      Indemnification Agreement in substantially the form attached hereto as Exhibit
      “E” (“Indemnification Agreement”); and 

     

    m. Seller
      shall have caused Meade Electric Company, Inc. (“Meade Electric”) to have
      obtained and delivered to JAM the bond described in the Lease between JAM and
      Meade Electric.

     

    9. Conditions
      to Obligation of Seller.
      The
      obligation of Seller to sell and transfer the Assets to Buyer under this
      Agreement is subject to the satisfaction of the following conditions on or
      before the Closing Date (unless any condition is waived in writing by
      Seller):

     

    a. All
      representations and warranties of Buyer contained in this Agreement shall be
      true and correct as of the Closing Date;

     

    b. Buyer
      shall have performed all the obligations and conditions required by this
      Agreement, including, but not limited to, delivery of the cash or cash
      equivalents required under this Agreement on the Closing Date;

     

    c. No
      order
      of any Court or administrative agency shall be in effect which restrains or
      prohibits the transactions contemplated in this Agreement, or which would affect
      or limit Seller’s ability to sell or transfer ownership or control of the
      Assets, and there shall not have been threatened or pending any proceeding
      before any Court, governmental agency, or other regulatory entity challenging
      any of the transactions contemplated by this Agreement; and

     

    d. Buyer
      shall have delivered to Seller an opinion of legal counsel (“Buyer’s Opinion
      Letter”) in substantially the form attached hereto as Exhibit “F” dated the
      Closing Date.

     

    10. Lease
      of Ohio Location.
      Seller
      shall cause Meade Facilities Partnership, an Illinois general partnership,
      to
      lease a portion of the Ohio Location to Buyer on a month-to-month basis for
      

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Two
      Thousand Dollars ($2,000) per month substantially in the form as attached hereto
      as Exhibit “G” (“Ohio Lease”). 

     

    11. Warranty
      Work.
      From
      and after the Closing, Seller shall perform or cause to be performed all
      warranty work (“Warranty Work”) on Product previously sold to customers by
      Seller (whether from the Hammond Location or the Ohio Location). If so requested
      by Seller or by a customer, Buyer shall perform the Warranty Work and Seller
      shall reimburse Buyer for Buyer’s actual cost of performing the Warranty Work,
      within fifteen (15) days of Buyer’s completion of such work. Prior to performing
      any Warranty Work requested by a customer, Buyer will give Seller written notice
      thereof and provide Seller a reasonable opportunity to review and approve the
      proposed Warranty Work. If Seller refuses to approve proposed Warranty Work
      which Buyer reasonably believes is appropriate and necessary, Buyer may proceed
      to provide the Warranty Work. If Seller then refuses to reimburse Buyer for
      its
      actual cost of performing the Warranty Work, the parties will submit their
      dispute to a single arbitrator for resolution. The arbitration shall take place
      in Hammond, Indiana. If the parties are unable to agree upon an arbitrator,
      either party may apply to the Superior Court of Lake County for the appointment
      of an arbitrator. The determination of the arbitrator shall be final and
      conclusive. The arbitrator shall have the power to award the prevailing party
      its attorney’s fees and costs to be paid by the other party. 

     

    12. Notices.
      Notice
      from one party to another relating to this Agreement shall be deemed effective
      if made in writing (including telecommunications) and delivered to the
      recipient’s address, telex number or facsimile number set forth under its name
      by any of the following means: (a) hand delivery, (b) registered
      or
      certified mail, postage prepaid, with return receipt requested (c) first
      class or express mail, postage prepaid, (d) Federal Express or like
      overnight courier service or (e) facsimile, telex or other wire
      transmission with request for assurance of receipt in a manner typical with
      respect to communications of that type. Notice made in accordance with this
      section shall be deemed delivered on receipt if delivered by hand or wire
      transmission, on the third business day after mailing if mailed by first class,
      registered or certified mail, or on the next business day after mailing or
      deposit with an overnight courier service if delivered by express mail or
      overnight courier. The current addresses of the parties are as
      follows:

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	
                BUYER

                 

              	 	
                SELLER

              
	 	
                Magnetech
                  Industrial Services, Inc.

              	 	
                Joseph
                  S. Lizzadro, Sr.

              
	 	
                4601
                  Cleveland Road

              	 	
                c/o
                  L&H Company

              
	 	
                Post
                  Office Box 3915

              	 	
                2215
                  York Road, Suite 304

              
	 	
                South
                  Bend, Indiana 46619

              	 	
                Oak
                  Brook, Illinois 60523

              
	 	
                Fax:  (219)
                  271-0144

              	 	
                Fax:
                  (630) 571-1048

              
	 	 	 	 
	 	 	 	 
	 	
                With
                  a copy to:

                 

              	 	
                With
                  a copy to:

              
	 	
                Richard
                  L. Mintz

              	 	
                James
                  Karras

              
	 	
                Barnes
                  & Thornburg

              	 	
                Kelly
                  & Karras

              
	 	
                600
                  1st
                  Source Bank Center

              	 	
                619
                  Enterprise Drive 

              
	 	
                100
                  N. Michigan Street

              	 	
                Oak
                  Brook, Illinois 60523

              
	 	
                South
                  Bend, Indiana 46601

              	 	
                Fax:
                  (630) 575-0221

              
	 	
                Fax:
                  (219) 237-1125

              	 	 


      

       

    

    13. Bulk
      Sales.
      All
      creditors of Seller shall be paid in full by Seller before or on the Closing
      Date, and Buyer shall have no liability therefor. The parties waive compliance
      with the provisions of the bulk sales statutes of the State of Indiana.


     

    14. Indemnification
      by Seller.
      From
      and after the Closing Date, Seller shall indemnify and hold harmless Buyer
      and
      Buyer’s successors, owners, officers and directors from any and all damages,
      liabilities, loss, cost or expense (including reasonable attorney fees,
      paralegal fees and fees or costs of investigation) incurred because of or
      related to: 

     

    a. Any
      misrepresentation of Seller in this Agreement or any information or documents
      delivered or to be delivered to Buyer under the terms of this Agreement, or
      in
      any written materials delivered to Buyer; 

     

    b. Any
      breach by Seller or failure by Seller to perform or any material inaccuracy
      in
      any representation, warranty, covenant, condition or agreement contained in
      or
      made pursuant to this Agreement; 

     

    c. Any
      liabilities and obligations of Seller not expressly assumed by Buyer under
      this
      Agreement, including, without limitation, any liabilities or obligations
      relating to the operation of the Business prior to the Closing Date; and


     

    d. Any
      damages and costs incurred by Buyer by reason of non-compliance with applicable
      bulk sales laws. 

     

    15. Indemnification
      by Buyer.
      From
      and after the Closing Date, Buyer shall indemnify and hold harmless Seller
      and
      its successors, owners, officers and directors from any and all 

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    damages,
      liabilities, loss, cost or expense (including reasonable attorney fees,
      paralegal fees and fees or costs of investigation) incurred because of or
      related to:

     

    a. Any
      misrepresentation of Buyer in this Agreement or any information or documents
      delivered or to be delivered to Seller under the terms of this Agreement, or
      in
      any written materials delivered to Seller;

     

    b. Any
      breach by Buyer or failure by Buyer to perform any representation, warranty,
      covenant, condition or agreement contained in or made pursuant to this
      Agreement; and 

     

    c. Any
      obligations or liabilities relating to the Business from and after the Closing
      Date. 

     

    16. Documents
      to be Delivered by Seller at Time of Closing.
      Seller
      agrees to deliver, or cause to be delivered, the following on or before the
      Closing Date:

     

    a. Conveyance
      Documents.
      Bills
      of Sale, Certificates of Title and any other instruments or documents as may
      be
      reasonably requested by the attorney for Buyer to accomplish the purposes of
      this Agreement so as to convey and transfer to Buyer good and merchantable
      title
      to the Assets, free and clear of all liens and encumbrances.

     

    b. Corporate
      Resolutions.
      Copies
      of properly authorized corporate resolutions certified by the secretary of
      the
      Seller confirming the proper authorization of this Agreement and all action
      provided hereunder. 

     

    c. Affidavit
      of No Creditors.
      The
      affidavit of Seller that it has no creditors as of the Closing
      Date.

     

    d. Seller’s
      Opinion Letter.
      

     

    e. Employment
      Agreement.
      

     

    f. Non-Competition
      Agreement.

     

    g. License
      Agreement.

     

    h. Indemnification
      Agreement.
      

     

    i. Real
      Estate Purchase Agreement and Simultaneous Closing thereof.
      

     

    j. Ohio
      Lease.
      

     

    k. Audited
      financial statements of L&H Company for its most recently completed fiscal
      year.
      

     

    l. Hammond
      Lease, if applicable.
      

     

    m. Releases
      of UCC-1 financing statements.

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    17. Documents
      to be Delivered by Buyer at Time of Closing.
      Buyer
      agrees to deliver the following on or before the Closing Date:

     

    a. Purchase
      Price.
      The
      Purchase Price delivered in cash, certified or bank check or wire transfer
      of
      immediately available federal funds. 

     

    b. Corporate
      Resolutions.
      Copies
      of properly authorized corporate resolutions certified by the secretary of
      Buyer
      confirming the proper authorization of this Agreement and all action provided
      hereunder. 

     

    c. Buyer’s
      Opinion Letter.
      

     

    d. License
      Agreement.
      

     

    e. Real
      Estate Purchase Agreement and Simultaneous Closing thereof.

     

    f. Ohio
      Lease.

     

    g. Hammond
      Lease, if applicable. 

     

    18. General
      Provisions.

     

    a. Assignment.
      This
      Agreement may not be assigned by any party hereto.

     

    b. Counterparts.
      This
      Agreement may be executed simultaneously 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. 

     

    c. Entire
      Agreement.
      This
      Agreement (including the exhibits and schedules hereto and the lists, schedules
      and documents delivered pursuant hereto, which are a part hereof) is intended
      by
      the parties to and does constitute the entire agreement of the parties with
      respect to the transactions contemplated by this Agreement. This Agreement
      supersedes any and all prior understandings, written or oral, between the
      parties hereto. 

     

    d. Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Indiana.

     

    e. Headings.
      The
      paragraph headings contained in this Agreement are for reference purposes only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    f. Successors.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns, but nothing herein,
      express or implied, is intended to or shall confer any rights, remedies or
      benefits upon any person other than the parties hereto and their successors
      and
      permitted assigns.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    g. Survival.
      All
      representations and warranties contained in or make pursuant to this Agreement
      shall survive for a period of five (5) years after the Closing; provided
      however, the representations and warranties regarding taxes shall survive for
      a
      period equal to the statute of limitations. 

     

    h. No
      Waiver.
      The
      failure of any party to enforce at any time or for any period of time any of
      the
      provisions of this Agreement shall not be construed as a waiver of any such
      provision or the right of the party to enforce such provision. The waiver of
      any
      default or the failure to exercise any right shall not be deemed a waiver of
      any
      subsequent default or waiver of the right to exercise any other
      right.

     

    i. Costs.
      Unless
      otherwise provided for in this Agreement, Buyer and Seller will each be solely
      responsible for and bear all of their respective expenses, including without
      limitation, expenses of legal counsel, accountants and other advisors; provided
      however, if Buyer does not consummate the transactions contemplated by this
      Agreement and the Real Estate Purchase Agreement because it is not satisfied
      with the results of its due diligence investigation, Seller shall pay to Buyer
      the sum of Two Thousand Five Hundred Dollars ($2,500) as payment toward the
      costs incurred by Buyer in its due diligence. Such payment shall not be due
      to
      Buyer if the transaction closes. 

     

    j. The
      confidentiality provision as set forth in Paragraph 11(g) of the Letter of
      Intent dated March 23, 2001 entered into by and between the parties hereto
      shall
      remain in full force and effect and shall survive the termination, if any,
      of
      this Agreement.

     

    Seller
      and Buyer now execute this Agreement this 9th day of July, 2001.

     

    


     

    
      	
              BUYER

               

            	 	
              SELLER

               

            
	 	 	 	 	 
	
              MAGNETECH
                INDUSTRIAL SERVICES, INC.

            	
               

            	
              MEADE
                INDUSTRIAL SERVICES, INC.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 /s/
              John A. Martell	 	 	  /s/
              Joseph S. Lizzardio
	
              By:

            	John
              A. Martell	 	
              By:

            	Joseph
              S. Lizzardio
	
              Its:

            	 President	 	
              Its:

            	 Senior
              Vice
              President


    

    


     

    


     


    
      
        19

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      1(a)

     

    Operational
      Assets

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1(d)

     

    Assumed
      Contracts

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1(e)

     

    Assumed
      Obligations

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      1(f)

     

    Outstanding
      Receivables

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(b)

     

    Financing
      Statements and Other Exceptions to Clear Title 

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      6(d)

     

    Labor
      Matters

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(e)

     

    Employee
      Benefit Plans

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(e)(v)

     

    Medical
      or Health Benefits Owed By Seller To Former Employees or Retired
      Employees

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(g)

     

    Consents

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(h)

     

    Tax
      Matters

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(i)

     

    Exceptions
      to Compliance with Laws; Litigation

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(j)

     

    Exceptions
      to Representations Regarding Assumed Contracts

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(k)

     

    Permits

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      6(l)

     

    Intellectual
      Property

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A”

     

    License
      Agreement

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “B”

     

    Seller’s
      Opinion Letter

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “C”

     

    Employment
      Agreement

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “D”

     

    Non-Competition
      Agreement

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “E”

     

    Indemnification
      Agreement

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “F”

     

    Buyer’s
      Opinion Letter

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “G”

     

    Ohio
      Lease

     

    


     

    


     

    
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