Unassociated Document


    

      Exhibit
        10.28

       

      


       

      ASSET
        PURCHASE AGREEMENT

       

      This
        Asset Purchase Agreement is entered into between Delta Star Electric, Inc.,
        an
        Indiana corporation with its principal offices at 1125 S. Walnut Street
        (“Seller”); TransTech Electric, Inc., an Indiana corporation (“TransTech”); and
        Magnetech Industrial Services, Inc., an Indiana corporation (“MIS”). TransTech
        and MIS are purchasing the assets of the Construction/Service division and
        the
        Motor/Magnet division, respectively, of Seller, and shall collectively be
        referred to as “Buyer.” Unless specified otherwise, references to “Buyer” in
        this Agreement shall be construed to include TransTech and MIS, as opposed
        to
        TransTech or MIS. The assets being purchased by Buyer constitute all or
        substantially all of the assets owned by Seller.

       

      SELLER
        AND BUYER NOW AGREE AS FOLLOWS:

       

      1. Sale
        of
        Assets of the Construction/Service Division. On the Closing Date (as later
        defined), Seller agrees to sell and TransTech agrees to purchase the following
        property and rights of the Construction/Service division:

       

      (a) Operational
        Assets.
        All of
        Seller's interest in equipment, machinery, fixtures, vehicles, and tools
        presently being used in the operation of that division.

       

      (b) Inventory.
        Any
        inventory of the division, which is described as all existing finished products,
        work in process and raw materials

       

      (c) Name
        and Goodwill.
        An
        undivided one-half interest in all of Seller's rights, title and interest
        in its
        business goodwill, service names, service marks, technology, know-how,
        processes, trade secrets, inventions, proprietary data, research and development
        data, computer software programs and other intangible property, including
        all
        interest in the name “Delta Star” and all goodwill associated with that name;
        Seller's rights, title and interest in its telephone and telecopier numbers;
        and
        all of Seller's 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 Seller's business.

       

      (d) Contracts.
        To the
        extent assumed by TransTech, all of Seller's rights, title and interest in
        and
        to its contracts and agreements with customers and service providers related
        to
        this division.

       

      (e) Liabilities
        and Obligations of Seller related to the division.
        TransTech is accepting none of the Seller's liabilities or obligations, except
        for those identified on Schedule 1(e). Except for the Assumed Obligations,
        TransTech shall not assume, nor shall TransTech 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) 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 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 or based upon any claim, action,
        suit,
        litigation or proceeding to which Seller is or may be named a party, or relating
        to the business of Seller.

       

      2. Sale
        of Assets of the Motor/Magnet Division.
        On the
        Closing Date, Seller agrees to sell and MIS agrees to purchase the following
        property and rights of the Motor/Magnet division:

       

      (a) Operational
        Assets.
        All of
        Seller's interest in equipment, machinery, furniture, communications equipment,
        fixtures, vehicles, tools, computer hardware, computer software and office
        supplies presently being used in the operation of Seller's business, except
        for
        those assets described in paragraph 1(a) (together with the assets listed
        in
        paragraph 1(a), the “Operational Assets”).

       

      (b) Inventory.
        All
        inventory of the division, which is described as all existing finished products,
        work in process and raw materials (together with the assets listed in paragraph
        1(b), the “Inventory”) existing on the Closing Date except that work in process
        listed on attached Schedule 2(b) (the “Excepted Work in Process.”) With regard
        to the Excepted Work in Process, Buyers and Seller agree that the receivable
        created upon shipment and payment of the respective Excepted Work in Process
        will be split between Seller and Buyers as follows: the respective parties
        will
        be reimbursed for the cost of the labor and material invested in the project
        with the remaining balance or profit of the project split 50/50 between the
        Seller and the Buyers.

       

      (c) Name
        and Goodwill.
        An
        undivided one-half interest in all of Seller's rights, title and interest
        in its
        business goodwill, service names, service marks, technology, know-how,
        processes, trade secrets, inventions, proprietary data, research and development
        data, computer software programs and other intangible property, including
        all
        interest in the name “Delta Star” and all goodwill associated with that name;
        Seller's rights, title and interest in its telephone and telecopier numbers;
        and
        all of Seller's 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 Seller's business.

       


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      (d) Contracts.
        To the
        extent assumed by MIS, all of Seller's rights, title and interest in and
        to its
        contracts and agreements with customers and service providers related to
        this
        division.

       

      (e) Other
        Assets.
        All
        other of Seller's assets which are useful or necessary to conduct the business
        of both the Construction/Service division and this division (either
        independently or jointly) other than those listed on Schedule 2(e) (“Excluded
        Assets”).

       

      (f) Liabilities
        and Obligations of Seller related to the division.
        MIS is
        accepting none of the Seller's liabilities or obligations, except for those
        identified on Schedule 2(t) (together with the liabilities identified on
        Schedule 1(e), the “Assumed Obligations”). Except for the Assumed Obligations,
        MIS shall not assume, nor shall MIS 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) 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
        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 or based
        upon
        any claim, action, suit, litigation or proceeding to which Seller is or may
        be
        named a party, or relating to the business of Seller.

       

      The
        assets being purchased by TransTech and by MIS shall collectively be referred
        to
        as the “Assets.”

       

      3. Purchase
        Price.

       

      (a) Construction/Service
        Division.

       

       (i) Base
        Price.
        On the
        Closing Date, TransTech will deliver to Seller the total purchase price of
        One
        Hundred Twenty Thousand Dollars ($120;000) in cash, certified or bank check
        or
        by transfer of immediately available federal funds, plus a “rental” payment of
        Two Thousand Six Hundred Seventeen Dollars ($2,617) per month from March
        1, 2000
        through the Closing Date (“TransTech Purchase Price”). The TransTech Purchase
        Price shall be reduced by: 1) the dollar amount which TransTech pays to the
        secured creditors of Seller in order for TransTech to receive clear title
        to the
        Assets it is purchasing; and 2) the amount of Assumed Obligations by
        TransTech.

       

      (ii) Incentive
        Payment.
        In
        addition to the TransTech Purchase Price, Seller shall be entitled, for the
        calendar years 2000 and 2001, to an incentive payment of one-half of the
        annual
        gross sales for Service Work (as later defined) in excess of Three Hundred
        Thirty Thousand Dollars 

       


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      ($330,000)
        to the following customers (each an “Incentive Customer”): Memorial Hospital,
        St. Joseph County Airport, Steel Warehouse, Total Enterprises, Graphix Unlimited
        and Mossberg (“Incentive Payment”). The Incentive Payment shall be based on
        Service Work actually invoiced to an Incentive Customer during the applicable
        calendar year and subsequently paid. The term “Service Work” shall include any
        work performed by TransTech or MIS for the Incentive Customers which work
        (or
        natural grouping of work) is less than Forty Thousand Dollars ($40,000).
        The
        maximum annual amount of the Incentive Payment shall be Seventy-five Thousand
        Dollars ($75,000). As an example, if the total invoices for Service Work
        to the
        Incentive Customers during calendar year 2000 equal $400,000 and payment
        is
        received for such amount, then the Incentive Payment shall be $35,000. The
        Incentive Payment shall be paid no later than April 1 following the applicable
        calendar year-end for Service Work invoiced to an Incentive Customer during
        the
        applicable calendar year and subsequently paid. Partial payments of the
        Incentive Payment earned after such date shall be paid within thirty (30)
        days
        after receipt of payment from Incentive Customer.

       

      (b) Motor/Magnet
        Division.
        On the
        Closing Date, MIS will deliver to Seller a purchase price of Four Hundred
        Thousand Dollars ($400,000), reduced by: 1) the amount the Buyers have expended
        for the benefit of Seller's business prior to the Closing; 2) the dollar
        amount
        which MIS pays to the secured creditors of Seller in order for MIS to receive
        clear title to the Assets it is purchasing (or, if MIS assumes the position
        of
        Seller's secured creditors, the amount necessary to satisfy the secured debt
        in
        full); and 3) the amount of Assumed Obligations by MIS (“MIS Purchase Price”).
        Any balance remaining on the MIS Purchase Price will be paid by delivery
        of a
        promissory note from MIS to Seller, payable in two equal annual principal
        installments (“Note”) beginning on the first anniversary date of the Closing
        Date. Provided payments are timely made on the Note, no interest shall accrue
        on
        that obligation. The principal balance of the promissory note shall be subject
        to reduction pursuant to the provisions of paragraph 14.

       

      4. Closing
        Date.
        The
        closing of this transaction (“Closing”) shall take place on or before August 10,
        2000 or at such other date as may be agreed to by TransTech, MIS and Seller
        (“Closing Date”).

       

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

       

      (a) Seller
        will conduct its affairs (including purchase of inventory 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 best efforts to preserve its business organization and to maintain
        for Buyer the goodwill of suppliers, customers and others having business
        relationships with Seller;

       


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      (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;

       

      (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 materially adversely affected
        in
        value, Buyer may, in its sole discretion, cancel this Agreement;
        and

       

      (e) Seller
        shall take whatever steps necessary to cause all right, title and interest
        in
        the Patents to be transferred to MIS as of the Closing Date,

       

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

       

      (a) Seller
        has, or within two days of signing this Agreement will have, delivered to
        Buyer
        financial statements of Seller for the fiscal years ending October 31, 1997,
        October 31, 1998 and October 31,1999, including statements of revenues and
        expenses of Seller for those periods, and supplementary information set forth
        in
        such financial statements (“Financial Statement(s]”). Seller 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 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;

       

      (b) Seller's
        business consists principally of providing services to Seller's customers
        and
        while some goods are sold in the course of providing those services, the
        sale of
        goods from inventory is not the Seller's principal business;

       

      (c) All
        of
        the inventories and information delivered to TransTech or MIS shall be accurate
        and complete. The Inventory shown on the balance sheet contained in the most
        recent Financial Statement of Seller, or thereafter acquired and shown on
        Seller's books on the Closing Date, consist or will consist in all material
        respects of items of a quality and quantity usable or salable in the normal
        course of business; and the values at which such Inventory is will be carried
        reflect the Seller's normal inventory valuation policy. The Inventory shown
        as
        assets on such Financial Statement or such books are and will be consistent
        with
        past practice, and will be stated at proper values, and reflect and will
        reflect
        assets of true future economic value after the Closing;

       

      (d) All
        of
        the tangible property included in the Assets is located at Seller's place
        of
        business in South Bend, Indiana. To the best of Seller's knowledge after
        due
        inquiry, the Operational Assets are in a good state of repair (normal wear
        and
        tear excepted) and in good working order free from 

       


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      any
        material defects and are suitable for the ordinary and regular conduct and
        operation of Seller's business. Seller has maintained each of the Operational
        Assets according to good business practice for assets of that type. On or
        before
        the Closing, Seller shall have purchased all vehicles or other rolling stock
        currently leased by Seller. Upon Buyers' request, Seller shall assign to
        Buyers
        any and all other leases of equipment currently in force or, for such leases
        that the Buyers do not make such request, Seller shall terminate said leases
        and
        assume all liability arising from such termination. Except with regard to
        the
        Leased Equipment and of the security interests of National City Bank which
        have
        been previously disclosed to Buyers, Seller has good and marketable 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(d), 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;

       

      (e) Except
        as
        listed on Schedule 6(e), Seller has not received any notice nor has knowledge
        that any of its largest 20 customers (based on net revenues for the Financial
        Statements) intends to terminate or materially reduce its business with Seller
        and no such customer has terminated or materially reduced its business with
        Seller in the last twelve (12) months;

       

      (f) No
        key
        employee or no group of more than five (5) employees or independent contractors
        of Seller has given oral or written notice to Seller of any plans to terminate
        the employment or independent contractor relationship with Seller. Seller
        has
        complied with all applicable laws relating to the employment of labor, including
        provisions relating to wages, hours, equal opportunity, collective bargaining,
        and the payment of Social Security and other taxes. During the twelve (12)
        months preceding the Closing Date, there have been no material or adverse
        changes in the relationship between Seller and its employees or independent
        contractors, nor has there been any strike, labor disturbance or union
        organizational activities involving its employees;

       

      (g) Seller
        is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Indiana 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 its businesses requires it to qualify. Seller
        has
        all necessary corporate power and authority to own ail of its property and
        assets, to conduct its business as now being conducted, and to make, execute,
        deliver, and perform this Agreement and the other documents and instruments
        contemplated hereby;

       

      (h) 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.

       


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      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 or constitute
        a
        breach of any contract which is material to Seller's business;

       

      (i) No
        litigation or claims, governmental or other proceedings or investigations
        are
        pending or threatened by or against Seller, or against or affecting the Assets
        except as listed on attached Schedule 6(i) (the “Pending
        Litigation”);

       

      (j) Seller
        has duly and timely filed all tax returns and information returns required
        by
        local, state, federal or other governmental entities; has paid all taxes
        due on
        such returns, all deficiencies and assessment notices, and all other taxes,
        duties, penalties, interest and fines; no income, business or occupation,
        or
        franchise tax returns are currently being audited by any taxing authority;
        there
        are no suits, actions, claims, investigations, inquiries or other proceedings
        pending or threatened against Seller regarding taxes or assessments or other
        charges;

       

      (k) None
        of
        the statements or information contained in any of the representations,
        warranties, covenants or agreements of Seller or any of its shareholders
        or
        other representatives set forth in this Agreement or any information or
        documents delivered or to be delivered to TransTech or MIS 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 TransTech or MIS 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;

       

      (l) Seller
        has not, within five (5) years prior to the Closing Date, conducted business
        under any name other than “Delta Star”;

       

      (m) 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 Seller's
        business; and

       

      (n) Seller
        shall cause, either before, at or after the Closing, but in any event no
        later
        than October 1, 2000, the accounts payable by Seller as of the Closing Date
        to
        certain key suppliers (“Key Suppliers”) to be satisfied in full. The Key
        Suppliers are Armotec Materials Corp., Baldor Electric Co., Essex Group,
        Lyman
        Steel, Precision Coil, Inc., and Artisan Technology.

       

      7. TransTech's
        Representations and Warranties. TransTech represents and warrants to Seller
        as follows:

       


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      (a) TransTech
        is a corporation duly organized and validly existing under the laws of the
        State
        of Indiana. TransTech 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) None
        of
        the statements or information contained in any of the representations,
        warranties, covenants or agreements of TransTech 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. MIS'
        Representations and Warranties. MIS represents and warrants to Seller as
        follows:

       

      (a) MIS
        is a
        corporation duly organized and validly existing under the laws of the State
        of
        Indiana. MIS 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) None
        of
        the statements or information contained in any of the representations,
        warranties, covenants or agreements of MIS 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.

       

      9. Conduct
        of Business Following Closing. Following the Closing, Seller covenants as
        follows:

       

      (a) Seller
        shall cause the accounts payable by Seller to the Key Suppliers to be paid
        in
        full as described in paragraph 6(n);

       

      (b) Seller
        shall cooperate with Buyers and use its best efforts to assure that each
        of
        Lance Long, Jim Warner and Matt Wrobleski (collectively, the “Key Employees”)
        shall remain employed by TransTech and/or MIS until the first anniversary
        of the
        Closing Date. As an incentive, Seller shall fund a bonus payment to Jim Warner
        and Matt Wrobleski of $5,000 each, and to Lance Long of $10,000. These bonus
        payments shall be payable to MIS on the Closing Date. MIS shall then hold
        the
        bonus payments in escrow and distribute them to the applicable Key Employee,
        on
        the first anniversary of the Closing Date, 

       


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      provided
        the Key Employee has been continuously employed by MIS or TransTech, or a
        successor of either company, from the Closing Date to the first anniversary
        of
        the Closing Date. If for any reason a Key Employee is not employed continuously
        from the Closing Date to the first anniversary of the Closing Date, that
        Key
        Employee's respective bonus payment shall be retained by MIS; and

       

      (c) Seller
        shall cause Buyer to receive all rights, title and interest in the Electromagnet
        Patent identified in paragraph 10(h).

       

      10. 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;

       

      (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 listed in paragraph 17;

       

      (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 Seller's business with the
        results being satisfactory to Buyer in its sole discretion;

       

      (f) Seller
        shall have delivered 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) Buyer
        shall be satisfied that each of the Key Employees will remain employed with
        TransTech and/or MIS following the Closing, which satisfaction shall be to
        Buyer's sole discretion and may include Buyer requiring that each Key Employee
        execute an employment agreement with TransTech and/or MIS; and

       


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      (h) Seller
        shall have received all right, title and interest in an electromagnet patent,
        identified as Patent Number 5,410,289 (the “Electromagnet Patent”).

       

      11. 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 and the Note required under this Agreement, on the Closing Date;
        and

       

      (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.

       

      12. Change
        of
        Name of Seller. As soon as reasonably possible after the Closing Date, Seller
        agrees that it will take all necessary action to either amend its corporate
        name
        to one that will not be confused with its present name, or to dissolve its
        corporation by filing Articles of Dissolution with the Indiana Secretary
        of
        State.

       

      13. 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:

      
        


         

        
          	
                  BUYER

                	
                  SELLER

                   

                
	
                  Trans
                    Tech Electric, Inc

                  4601
                    Cleveland Road

                  Post
                    Office Box 3915

                	
                  Delta
                    Star, Inc.

                  1125
                    South Walnut Street

                  South
                    Bend, Indiana 46619

                


        

        


         

      

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      
        


         

        
          	
                  South
                    Bend, Indiana 46619

                   

                	 
	
                  Magnetech
                    Industrial Services

                  17887
                    Fox Den Drive

                  Granger,
                    Indiana 46530

                   

                	 
	
                  with
                    copy to:

                   

                	
                  with
                    copy to

                
	
                  Richard
                    L. Mintz

                  Roemer
                    & Mintz, LLP

                  KeyBank
                    Building, Suite 200

                  202
                    South Michigan Street

                  Post
                    Office Box 4757

                  South
                    Bend, Indiana 46634-4757

                	
                  Michael
                    D. Hardy

                  Barnes
                    & Thornburg LLP

                  100
                    North Michigan

                  600
                    1st
                    Source Bank Center

                  South
                    Bend, Indiana 46601

                


        

        


         

      

       

       

      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 any representation, warranty,
        covenant, condition or agreement contained in or made pursuant to this
        Agreement; and

       

      (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 Seller's business prior to or on the Closing
        Date.

       

      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 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 Seller's business incurred after the
        Closing Date.

       


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


      16. Right
        to Set-off. Either Buyer may set off any amounts to which it (or the other
        Buyer) may be entitled under this Agreement against amounts otherwise payable
        to
        Seller. Either Buyer shall have the right to set off any amounts to which
        it may
        be entitled under this Agreement against any amounts owed by either Buyer
        to
        Jack Long, George Weigand, Lance E. Long or Ralph Hohl (the “Seller
        Affiliates”). The exercise of such right of set-off by Buyer in good faith,
        whether or not ultimately determined to be justified, will not constitute
        an
        event of default under the document which gives rise to the obligation of
        payment by either Buyer. Neither the exercise of or the failure to exercise
        such
        right of set-off will constitute an election of remedies or limit either
        Buyer
        in any manner in the enforcement of any other remedies that may be available
        to
        it. Because of the negative effect a set-off may have on either Buyer's cash
        flow, in the event either Buyer has the right to set-off an amount to which
        it
        is entitled against an amount which is not currently due to Seller or a Seller
        Affiliate, then the amount which Buyer may set off against the amount owed
        Seller shall accrue interest at a rate of twelve percent until Buyer's
        obligation to pay Seller (or the applicable Seller Affiliate) becomes a current
        liability, at which time Buyer will actually set-off Seller's obligation
        against
        the payment Buyer is obligated to make Seller (or Seller's Affiliate). As
        an
        example, presume that a Buyer has the right to payment from Seller, under
        the
        terms of this Agreement, in the amount of $10,000, which payment obligation
        by
        Seller arises on December 1, 2000. Further presume that Seller fails to pay
        that
        amount to the Buyer, and that the next payment from either Buyer to Seller
        arises on May 1, 2001. The $10,000 obligation will accrue interest at a rate
        of
        12% until May 1, 2001, at which time the Buyer may set off the amount owed
        by
        Seller, including accrued interest (in this example, $10,000 plus $600 of
        interest) against the amount owed to Seller by either Buyer as of May 1,
        2001.

       

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

       

      (a) Bill
        of Sale. A Bill of Sale 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, including but not limited documents transferring to MIS the
        exclusive rights to the Electromagnet Patent, free and clear of any liens,
        encumbrances or other rights to the Patent.

       

      (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) Lease.
        Lease for the real estate where Seller's business activities are currently
        being
        conducted and for which Seller is purchasing pursuant to a land contract,
        which
        lease will include 

       


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      


      an
        option
        to cause the Seller to purchase the real estate outright and transfer such
        property to MIS or its designee at Seller's actual purchase cost.

       

      (d) Guaranty.
        Guaranty by the shareholders of Seller of all of Seller's obligations under
        this
        Agreement.

       

      (e) Non-competition
        Agreement. A non-competition agreement executed by Seller and its
        shareholders in a form reasonably acceptable to Buyer.

       

      18.  
         Documents
        to be Delivered by TransTech at Time of Closing. TransTech agrees to deliver
        the
        following on the Closing Date:

       

      (a) Cash.
        The cash portion of the TransTech Purchase Price, as described in paragraph
        3(a).

       

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

       

      19. Documents
        to be Delivered by MIS at Time of Closing. TransTech agrees to deliver the
        following on the Closing Date:

       

      (a) Cash.
        The cash portion of the MIS Purchase Price, as described in paragraph
        3(b).

       

      (b) Promissory
        Note.
        Note as
        provided in paragraph 3(b).

       

      (c) 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.

       

      (d) Lease.
        Lease
        as provided in paragraph 17(c).

       

      20. 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 schedules and exhibits 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.

       


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


      (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.

       

      (g) Survival.
        All
        representations and warranties contained in or make pursuant to the Agreement
        shall survive the Closing.

       

      (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.

       

      Seller
        and Buyer now execute this Agreement this 9th
        day of
        August, 2000.

       

      


       

      
        	
                TRANSTECH,
                  INC.

              	 	
                DELTA
                  STAR ELECTRIC, INC.

              
	 	 	 	 	 
	
                /s/
                  John A. Martell

              	 	
                /s/
                  Jack Long

              
	
                By:

              	
                John
                  A. Martell

              	 	
                By:

              	
                Jack
                  Long

              
	
                Its:

              	
                Vice
                  President

              	 	
                Its:

              	
                President

              
	 	 	 	 	 
	
                MAGNETECH
                  INDUSTRIAL SERVICES, INC.

              
	 	 	 	 	 
	 	
                /s/
                  John A. Martell

              	 
	 	
                By:

              	
                John
                  A. Martell

              	 
	 	
                Its:

              	
                President

              	 


      

      


       

       

      -14-