Asset Purchase Agreement dated February 2002 between Magnetech Industrial Services,
      Inc. and Glenn C. Pollack chapter 11 trustee for Grand Eagle, Inc. and its
      affiliates.


    

      Exhibit
        10.29

       

      


       

      ASSET
        PURCHASE AGREEMENT

       

      THIS
        ASSET PURCHASE AGREEMENT (the
        “Agreement”)
        is
        made and entered into as of this 2nd day of February, 2002, by and between
        Magnetech Industrial Services, Inc. a [corporation] (“Buyer”),
        and
        Glenn C. Pollack (“Trustee”)
        solely
        in his capacity as Chapter 11 Trustee for and on behalf of Grand Eagle, Inc.,
        a
        Delaware corporation, Grand Eagle Services, Inc., a Delaware corporation,
        Grand
        Eagle Distribution, Inc., a Delaware corporation, Grand Eagle Services North
        America, Inc., a Georgia corporation, North American Coil Corporation, a
        Delaware corporation, and Ohio Transformer, Inc., an Ohio corporation, debtors
        (collectively, the “Sellers”).

       

      RECITALS

       

      A. Sellers
        are debtors in proceedings for reorganization under chapter 11 of Title l
        1 (the
“Bankruptcy
        Code”)
        of the
        United States Code currently pending in the United States Bankruptcy Court
        for
        the Northern District of Ohio, Eastern Division (the “Bankruptcy
        Court”),
        in
        jointly administered cases designated on the docket of the Bankruptcy Court
        as
        Case Nos. 01-54821 to 01-54826 (collectively the “Cases”).

       

      B. On
        December 13, 2001, the United States Trustee for Region IX appointed the
        Trustee
        as trustee for the Sellers, to perform the duties of a trustee under Sections
        1106 and 1108 of the Bankruptcy Code in the Cases.

       

      C. Sellers’
        businesses consist of three business units known and identified as the Motors
        Division, the Transformer Division and the Breakers Division.

       

      D. The
        Trustee and Sellers desire to sell, and Buyer desires to purchase, on the
        terms
        and conditions herein set forth, substantially all of the assets owned and
        used
        by Sellers in the conduct of the business operations of the Motor Division
        locations, Huntington, WV, Indianapolis, IN, Mobile, AL (the “Business”).

       

      NOW,
        THEREFORE, for
        good
        and valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, the parties agree as follows:

       

      1. Transfer
        of Assets.

       

      1.1. Purchase
        and Sale of Assets.
        On the
        Closing Date (as hereinafter defined), in consideration of the respective
        covenants, representations and obligations of Sellers and Buyer hereunder,
        and
        subject to the conditions hereinafter set forth, Sellers shall sell, assign,
        transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellers,
        all right, title and interest of Sellers in and to all properties, assets
        and
        rights of any kind and nature, whether tangible or intangible, and wherever
        located and by whomsoever possessed (other than the Excluded Assets as defined
        below) that are used exclusively in the Business (collectively, the “Acquired
        Assets”), including, without limitation, all of Sellers’ right, title and
        interest in and to the following assets of the Business:

       

      1.1.1. Leases
        and Contracts.
        Sellers’ right, title and interest: (i) in and to all rights as lessee under
        certain real property leases (collectively, the “Real
        Property 

       


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      Leases”);
        (ii)
        in and to all rights as lessee under certain equipment, personal property
        and
        intangible property leases, rental agreements, licenses, contracts, agreements
        and similar arrangements (collectively, the “Other
        Leases”);
        and
        (iii) as a party to certain other contracts, leases, orders, purchase orders,
        licenses, contracts, agreements and similar arrangements, including, without
        limitation, all confidentiality agreements executed by any potential bidder
        in
        connection with the proposed sale of the Business by the Trustee (collectively,
        the “Other Contracts” and together with the Other Leases, the “Other
        Leases and Contracts”),
        all
        solely to the extent Buyer determines to assume, in Buyer’s sole discretion, the
        Real Property Leases and Other Leases and Contracts (as such, collectively,
        the
“Assumed
        Executory Contracts”).
        Buyer
        shall identify the Assumed Executory Contracts on Exhibit A to be attached
        to
        this Agreement and incorporated herein on or before th; Sale Approval Date
        (as
        defined in Section 8.3.1.1 below).

       

      1.1.2. Real
        Property and Improvement.
        All
        real
        property used exclusively in the Business and all improvements, and all
        appurtenances to such improvements, located on such real property, including
        on
        real property occupied by Sellers under the Real Property Leases, including,
        without limitation, buildings, outside storage areas, driveways, walkways
        and
        parking areas (collectively, the “Improvements”).

       

      1.1.3. Personal
        Property.
        All
        equipment and tangible personal property used exclusively in connection with
        the
        Business, including, without limitation, all such’ furniture, vehicles,
        machinery, equipment, tools, dies, spare parts, computers, fixtures, trade
        fixtures and furnishings (collectively, the “Personal
        Property”).
        As
        used in this Agreement, the .Personal Property shall not include the Inventory,
        (as defined in Section 1.1.6 below). The Personal Property shall also expressly
        exclude any equipment or other tangible property held by Sellers pursuant
        to a
        lease, rental agreement, contract, license or similar arrangement (a
“Contract”)
        respecting which Buyer does not assume and assign to Buyer the underlying
        Contract relating to such personal property on the Closing Date.

       

      1.1.4. Property.
        All
        intangible personal property used exclusively in connection with the Business,
        but in all cases only to the extent transferable, together with all books,
        records and like items pertaining to the Business, including, without
        limitation, the goodwill of the Business, patents, patent applications,
        trademarks, trade names, service marks, logos, internet domain names, designs,
        drawings, formulae and copyrights, all plans and specifications for the
        Improvements, catalogues, customer lists and other data bases, correspondence
        with and information related to past, present or prospective customers and
        suppliers, advertising materials, cost information, pricing information,
        software programs, and telephone exchange numbers identified exclusively
        with
        the Business (collectively, the “Intangible
        Property”).
        As
        used in this Agreement, Intangible Property shall in all events exclude,
        (i) any
        materials containing privileged communications or information about employees,
        disclosure of which would violate an employee’s reasonable expectation of
        privacy and any other materials which are subject to attorney-client or other
        privilege and (ii) any software or other item of intangible property held
        by
        Sellers pursuant to a license or other Contract which is not an Assumed
        Executory Contract.

       


      
        
          
          

        

        
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      1.1.5. Receivables.
        All
        trade
        and other accounts receivable (collectively, the “Receivables”).
        As
        used in this Agreement, Receivables shall in all events exclude instruments,
        receivables, accounts receivable and unbilled costs and fees owing from one
        or
        more of the Sellers to another one or more of the Sellers.

       

      1.1.6. Inventory.
        All
        supplies, goods, raw materials, work in process, inventory, finished goods
        inventory and stock in trade (collectively, the “Inventory”).

       

      1.1.7. Permits.
        Subject
        to the receipt by Buyer of any necessary governmental consents to their
        transfer, all licenses, approvals, permits, franchises, certificates, orders,
        exemptions, registrations, or other authorizations obtained in connection
        with
        the Business from governments and governmental, regulatory or administrative
        agencies or authorities which are by their nature transferable to Buyer
        (collectively, the “Permits”).

       

      1.1.8. Prepayments.
        Solely
        to
        the extent that they are exclusively attributable to the Business, all deposits,
        prepayments and prepaid expenses (collectively, the “Prepayments”).

       

      1.1.9. Other
        Rights.
        All
        claims, causes of action, choses in action, rights of recovery and rights
        of
        set-off of any kind in favor of Sellers, and pertaining to, or arising out
        of,
        the Acquired Assets or the Business or offsetting any Assumed Liabilities
        (as
        defined below) including, without limitation, all rights under any contracts
        or
        agreements, oral or written, including, without limitation, any rights to
        indemnification and any rights to enforce covenants restricting the disclosure
        of confidential information relating to the Business, restricting competition
        with Sellers as to the Business or restricting the hiring or solicitation
        of any
        persons who arc current or former employees of Sellers who worked in connection
        with the conduct of the Business.

       

      1.2. Excluded
        Assets.
        Notwithstanding anything to the contrary in this Agreement, the Acquired
        Assets
        shall be limited -to the items identified or described in Section 1.1 above
        and
        shall exclude all of the following (collectively, the “Excluded
        Assets”):
        (i) those items excluded pursuant to the provisions of Section 1.1
        above;
        (ii) all cash or cash equivalents, including non-marketable securities and
        short-term investments; (iii) all preference or avoidance claims and
        actions of Sellers, including, without limitation, any such claims and actions
        arising under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code;
        (iv)
        Sellers’ rights under this Agreement and all cash and non-cash consideration
        payable or deliverable to Sellers pursuant to the terms and provisions hereof;
        (v) insurance proceeds, claims and causes of action with respect to
        or
        arising in connection with (A) any Contract which is not an Assumed Executory
        Contract, or (B) any item of tangible or intangible property which is not
        an
        Acquired Asset, including, but not limited to (y) inventory, machinery,
        equipment and other property owned by Sellers and stored or located in
        facilities used by the Business, but attributable to business divisions of
        Sellers other than the Business, and (z) those items listed on Exhibit C
        attached hereto and incorporated herein; (vi) all claims and causes of action
        of
        Sellers not otherwise sold and assigned to Buyer as part of the Acquired
        Assets
        under the terms of this Agreement, including all of respective Sellers’ rights
        in and to that certain litigation currently pending in the Common Pleas Court
        of
        Cuyahoga County, Ohio against ABB, Inc., et al., and pending as Case No.
        436500
        on the docket of such Court; (vii) any Real Property Lease, Other 

       


      
        
          
          

        

        
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      Lease,
        or
        Other Contract to which Sellers are a party which is not an Assumed Executory
        Contract; (viii) any rights to the name “Grand Eagle”, or any derivatives
        thereof, the domain name www.grandeagle.com or any goodwill associated with
        either; (ix) all tax refunds and tax attributes: (x) the corporate charter,
        seals, minute books, stock transfer records and other documents relating
        solely
        to the organization maintenance and existence of any of Sellers as a
        corporation; (xi) all instruments, reccivables, accounts receivable and unbilled
        costs and fees or causes of action relating to or pertaining to the foregoing,
        including, without limitation those that may be owing from one or more of
        the
        Sellers to another one or more of the Sellers or (xii) any rights which Sellers
        may have under policies of insurance (A) which relate or accrue to the Sellers
        and are not exclusive to the Business (e.g. under insurance policies maintained
        by the Sellers for the benefit of all Sellers’ business divisions) or (B) with
        regards to occurrences prior to the Closing Date.

       

      


       

      1.3. Instruments
        of Transfer. The sale, assignment, transfer, conveyance and delivery of the
        Acquired Assets to Buyer shall be made by assignments, bills of sale, and
        other
        instruments, transfers and conveyances provided for in Section3 below and
        such
        other instruments as may be reasonably requested by Buyer to transfer, convey,
        assign and deliver Acquired Assets to Buyer.

       

      2. Consideration.

       

      2.1. Purchase
        Price.

       

      (a) The
        cash
        consideration to be paid by Buyer to Sellers (for the benefit of Sellers’
        prepetition secured lenders (the “Secured Lenders”)) for the Acquired Assets
        (the “Purchase Price”) shall be $2,170,000.00, subject to adjustment as provided
        herein.

       

      (b) The
        Purchase Price shall be paid as follows:

       

      (i) Buyer
        shall deposit or has previously dep sited into escrow (the “Escrow”)
        with
        Benesch, Friedlander, Coplan & Aronoff, LLC (as holder of the Escrow, the
“Escrow
        Holder”),
        United States funds in the amount of $217,000.00, (the “Deposit”).
        The
        Deposit is nonrefundable except in the event of (x) the entry of the Approval
        Order (as defined in Section 8.3.1.1 below) approving any party other than
        Buyer
        as the approved buyer of the Acquired Assets at the hearing on the Sale Motion
        (as defined in Section 8.3.1.1 below); (y) the failure of a condition
        to
        Buyers’ obligations hereunder or (z) the termination of the transaction
        contemplated by this Agreement by Sellers in accordance with Section 4.3(ii)
        or
        4.3 (iii) below (a “Buyer
        Default Termination”).
        At
        the Closing, the Deposit shall be credited and applied toward payment of
        the
        Purchase Price in the manner specified in Section 2.1(b)(ii) below. In the
        event
        the Deposit becomes non-refundable by reason of a Buyer Default Termination,
        Escrow Holder shall immediately disburse the Deposit to the Agent to be applied
        against and on account of the senior secured claim against Sellers held by
        Sellers’ Secured Lenders. If the transactions contemplated herein terminate by
        reason of: (A) Sellers’ default, (B) the failure of a condition to Buyer’s
        obligations, or (C) the consummation of a sale to a third party bidder as
        described in Section 8.3.1 below, the Escrow Holder shall return to Buyer
        the
        Deposit.

       


      
        
          
          

        

        
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      (ii) On
        the
        Closing Date, Buyer shall pay and deliver, in immediately available United
        States funds, to each third party that is owed a Cure Payment under Section
        2.3
        below the amount of such Cure Payment.

       

      (iii) On
        the
        Closing Date, Buyer shall pay and deliver, in immediately available United
        States funds, to Seller (A) the amount of Seventy-Five Percent (75%) of the
        Purchase Price less all amounts paid to third parties as Cure Payments in
        accordance with Section 2.1(b)(ii) above and (B) all amounts not otherwise
        specifically mentioned in this Section 2.1(b) that Buyer may be required
        to pay
        pursuant to the terms of this Agreement including, without limitation, Buyer’s
        pro rata share of the items described in Section 3.5 below.

       

      2.2. LIQUIDATED
        DAMAGES TO BUYER. BUYER AND SELLERS HEREBY ACKNOWLEDGE THAT, IN THE EVENT
        THAT THE TRANSACTIONS CONTEMPLATED HEREIN FAIL TO CLOSE BY REASON OF SELLERS’
        DEFAULT HEREUNDER, IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE
        THE DAMAGES BUYER MAY SUFFER OR INCUR IN SUCH EVENT.

       


      
        
          
          

        

        
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      ACCORDINGLY,
        BUYER AND SELLERS HEREBY AGREE THAT CONSIDERING ALL OF THE CIRCUMSTANCES
        EXISTING AT THE EXECUTION OF THIS AGREEMENT, A REASONABLE ESTIMATE OF THE
        TOTAL
        DETRIMENT THAT BUYER WOULD SUFFER IN THE EVENT THAT THIS TRANSACTION FAILS
        TO
        CLOSE BY REASON OF SELLERS’ DEFAULT IS AND SHALL BE AN AMOUNT EQUAL TO BUYER’S
        ACTUAL OUT-OF-POCKET COSTS AND EXPENSES INCURRED DIRECTLY RELATED TO THIS
        TRANSACTION UP TO HE CLOSING AS DETERMINED AND APPROVED BY THE BANKRUPTCY
        COURT.
        EXCEPT AS OTHERWISE PROVIDED IN CLAUSES (ii) AND (iii) BELOW, SAID AMOUNT
        SHALL
        REPRESENT THE FULL, AGREED, AND LIQUIDATED DAMAGES TO WHICH BUYER IS ENTITLED
        BY
        REASON OF SELLERS’ DEFAULT AND BUYER HEREBY EXPRESSLY WAIVES ANY AND ALL OTHER
        CLAIMS TO DAMAGES OR OTHER REMEDIES (WHETHER AT LAW OR IN EQUITY). THE PAYMENT
        OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY,
        BUT RATHER 1S INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BUYER UPON SELLERS’
        DEFAULT. AND BUYER’S ELECTION TO TERMINATE THIS AGREEMENT BY REASON THEREOF,
        THIS AGREEMENT SHALL TERMINATE AND EXCEPT FOR (i) BUYER’S RIGHT TO COLLECT THE
        AMOUNT OF SUCH LIQUIDATED DAMAGES, (ii) ANY PROVISIONS AND OBLIGATIONS
        (INCLUDING, WITHOUT LIMITATION, ANY INDEMNITY .OBLIGATIONS) OF THIS AGREEMENT
        WHICH BY THEIR TERMS SURVIVE ANY TERMINATION OF THIS AGREEMENT, AND (iii)
        THE
        PARTIES’ RESPECTIVE OBLIGATIONS UNDER SECTION 9.2 OF THIS AGREEMENT, THE PARTIES
        HERETO SHALL BE RELIEVED OF ANY FURTHER LIABILITY OR OBLIGATION UNDER THIS
        AGREEMENT. EACH PARTY SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THE ACCURACY
        OF THE
        STATEMENTS SET FORTH ABOVE AND THAT THEY WERE REPRESENTED BY COUNSEL OF THEIR
        CHOICE WHO FULLY EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION
        AT THE TIME OF EXECUTION OF THIS AGREEMENT.

       

      2.3. Assumed
        Liabilities.
        Buyer
        shall, effective as of the Closing Date, be assigned Sellers’ right, title and
        interest under the Assumed Executory Contracts and shall assume all liabilities
        and obligations accruing under the Assumed Executory Contracts on and after
        the
        Closing Date (the “Assumed Liabilities”), provided that Buyer shall pay all cure
        amounts owing under any of the Assumed Executory Contracts as of the Closing
        which the Bankruptcy Court may order to be paid as a condition to the Sellers’
        assumption and assignment to Buyer of any Assumed Executory Contract
        (collectively “Cure
        Payments”)
        and
        arising in connection with the use and operation of the Acquired Assets from
        and
        after the Closing Date. Other than the liabilities and obligations of Sellers
        expressly assumed by Buyer hereunder, Buyer is not assuming and shall not
        be
        liable for any liabilities or obligations of Sellers or for any other claims,
        liabilities or obligations in any way related to the conduct of the Business
        or
        the ownership, operation or possession of the Acquired Assets prior to the
        Closing Date.

       


      
        
          
          

        

        
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      2.4.3. Resolution
        of Closing Date Balance Sheet Disputes.
        If
        Buyer disputes the amount of the Actual Working Capital Balance as reflected
        on
        the Closing Date Balance Sheet prepared by Sellers, then, not later than
        five
        (5) calendar after Buyer’s receipt of the Closing Date Balance Sheet, Buyer
        chall deliver to Sellers a notice setting forth the basis for Buyer’s objections
        to the Actual Working Capital Balance calculations (the “Notice of Dispute”).
        Upon receipt of the Notice of Dispute, Sellers shall promptly consult with
        Buyer
        with respect to the specified points of disagreement in an effort to resolve
        the
        dispute. If any such dispute cannot be resolved by Buyer and Sellers within
        ten
        (10) days after Buyer delivers the Notice of Dispute, Buyer and Sellers shall
        refer the dispute to the Bankruptcy Court to finally and conclusively determine,
        as soon as practicable, all points of disagreement with respect to the disputed
        Actual Working Capital Balance calculations. If Buyer does not deliver to
        Sellers a Notice of Dispute within five (5) calendar days after its receipt
        of
        the Closing Date Balance Sheet, then the Actual Working Capital Balance as
        reflected on the Closing Date Balance Sheet prepared by Sellers shall become
        final and conclusive.

       

      3. Closing
        Transactions.

       

      3.1. Closing.
        The
        Closing of the transactions provided for herein (the “Closing”) shall take place
        at the offices of Beneseh, Friedlander, Coplan & Aronoff LLP, 2300 BP Tower,
        200 Public Square, Cleveland, Ohio 44114.

       

      3.2. Closing
        Date.
        The
        Closing shall be held one (1) business day after entry of the Sale Orders
        (as
        defined in Section 8.3.1.1, below) or such other date as may be mutually
        agreed
        upon by Buyer and Sellers in writing (the “Closing
        Date”).
        Until
        this Agreement is either terminated in accordance with Section 4.3 below
        or the
        Closing has occurred, the parties shall diligently continue to work to satisfy
        all conditions to Closing and the transaction contemplated herein shall close
        as
        soon as such conditions are satisfied or waived.

       


      
        
          
          

        

        
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      3.3. Sellers’
        Deliveries to Buyer at Closing.
        On the
        Closing Date, Sellers shall make the following deliveries to Buyer:

       

      3.3.1. A
        counterpart assignment and assumption of leases and contracts substantially
        in
        the form and content attached as Exhibit
        “D”
        hereto,
        duly executed by the Trustee on behalf of Sellers, pursuant to which Sellers
        assign all their right, title and interest in the Assumed Executory Contracts
        (the “Assignment
        of Leases and Contracts”).

       

      3.3.2. A
        bill of
        sale, duly executed by the Trustee on behalf of Sellers, in. the form and
        on the
        terms of the bill of sale attached hereto as Exhibit
        “E”,
        pursuant to which Sellers transfer all their right, title and interest in
        the
        Personal Property, and the Inventory and the Receivables to Buyer (the
“Bill
        of Sale”).

       

      3.3.3. A
        counterpart assignment of intangible property, duly executed by the Trustee
        on
        behalf of Sellers, in the form and content of the assignment of intangible
        property attached as Exhibit
        “F”,
        hereto,
        pursuant to which Sellers assign to Buyer all their right, title and interest,
        if any, in and to the Intangible Property to Buyer (the “Assignment
        of Intangible Property”).

       

      3.3.4. A
        counterpart noncompetition agreement, duly executed by the Trustee on behalf
        of
        Sellers in the form and content attached hereto as Exhibit
        “G”
        (the
“Noncompetition
        Agreement”).

       

      3.3.5. Any
        such
        other documents, funds or other things reasonably contemplated by this Agreement
        to be delivered by Sellers to Buyer at the Closing.

       

      3.4. Buyer’s
        Deliveries to Sellers at Closing.
        On the
        Closing Date, Buyer shall make or cause to be made the following deliveries
        to
        Sellers:

       

      3.4.1. Evidence
        of payment to third parties of any Cure Payments required under Section 2.3
        to
        be paid at the Closing.

       

      3.4.2. Evidence
        of payment of that portion of the Purchase Price to be delivered by Buyer
        directly to the Escrow Holder at the Closing under Section 2.1
        (b)(iv).

       

      3.4.3. That
        portion of the Purchase Price to be delivered by Buyer directly to Sellers
        at
        the Closing under Section 2. 1 (b)(iii).

       

      3.4.4. A
        counterpart of the Assignment of Leases and Contracts, duly executed by
        Buyer.

       

      3.4.5. A
        counterpart of the Assignment of Intangible Property, duly executed by
        Buyer.

       

      3.4.6. A
        counterpart of the Noncompetition Agreement duly executed by Buyer.

       


      
        
          
          

        

        
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      3.4.7. Any
        such
        other documents, funds or other things reasonably contemplated by this Agreement
        to be delivered by Buyer to Sellers and/or the Escrow Holder at the
        Closing.

       

      3.5. Prorations.
        Any
        prepaid rent and other prepaid amounts due from and paid by Sellers under
        any of
        the Assumed Executory Contracts shall be prorated between Sellers and Buyer
        as
        of the Closing Date on the basis of a thirty day month with Sellers responsible
        for any amounts allocable prior to the Closing Date. Any deposits related
        to the
        Assumed Executory Contracts shall be paid to Sellers by Buyer on the Closing
        Date. All liabilities and obligations other than the Assumed Liabilities
        shall
        remain with the Sellers, and all Assumed Liabilities shall be paid in full
        or
        otherwise satisfied by Buyer,

       

      3.6. Sales,
        Use and Other Taxes.
        Any
        sales, purchases, transfer, stamp, documentary stamp, use or similar taxes
        under
        the laws of the states in which any portion of the Acquired Assets is located,
        or any subdivision of any such state, which may be payable by reason of the
        sale
        of the Acquired Assets under this Agreement or the transactions contemplated
        herein shall be borne and timely paid by Buyer.

       

      3.7. Possession.
        Right
        to possession of the Acquired Assets shall transfer to Buyer as of 5:00 p.m.
        E.S.T. on the Closing Date. At the Closing, Sellers shall transfer and deliver
        to Buyer on the Closing Date such keys, locks and safe combinations and other
        similar items as Buyer may reasonably require to obtain occupation and control
        of the Acquired Assets, and shall also make available to Buyer at their then
        existing locations the originals of all documents in Sellers’ possession that
        are required to be transferred to Buyer by this Agreement.

       

      4. Conditions
        Precedent to Closing.

       

      4.1. Conditions
        to Sellers’ Obligations.
        The
        Trustee’s and/or Sellers’ obligation to make the deliveries required of Sellers
        at the Closing Date and to consummate the transaction contemplated hereby
        shall
        be subject to the satisfaction or waiver by the Trustee of each of the following
        conditions on and as of the Closing:

       

      4.1.1. All
        of
        the representations and warranties of Buyer contained herein shall continue
        to
        be true and correct in all material respects as if made as of the Closing
        Date.

       

      4.1.2. Buyer
        shall have made all required deliveries pursuant to Section 3.4 of this
        Agreement.

       

      4.1.3. Buyer
        shall have delivered to Sellers appropriate evidence of all necessary action
        by
        Buyer in connection with the transactions contemplated hereby, including,
        without limitation: (i) certified copies of resolutions duly adopted by Buyer
        approving the transactions contemplated by this Agreement and authorizing
        the
        execution, delivery, and performance by Buyer of this Agreement; and. (ii)
        a
        certificate as to the incumbency of officers of Buyer executing this Agreement
        and any instrument or other document delivered in connection with the
        transaction contemplated by this Agreement.

       

      4.1.4. No
        action, suit or other proceedings shall be pending before any court, tribunal
        or
        governmental authority seeking or threatening to restrain or prohibit the
        

       


      
        
          
          

        

        
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      consummation
        of the transactions contemplated by this Agreement, or seeking to obtain
        substantial damages in respect thereof, or involving a claim that consummation
        thereof would result in the violation of any law, decree or regulation of
        any
        governmental authority having appropriate jurisdiction.

       

      4.1.5. The
        Bankruptcy Court shall have entered the Sale Orders in accordance with Section
        8.3.1 below and the Sale Orders shall not have been stayed as of the Closing
        Date.

       

      4.2. Conditions
        to Buyer’s Obligations.
        Buyer’s
        obligation to make the deliveries required of Buyer at the Closing shall
        be
        subject to the satisfaction or waiver by Buyer of each of the following
        conditions on and as of the Closing:

       

      4.2.1. Sellers,
        and or the Trustee, on behalf of Sellers, shall have performed each and every
        covenant on Sellers’ part to be performed on or before the Closing.

       

      4.2.2. All
        representations and warranties of Sellers contained herein shall continue
        to be
        true and correct at the Closing in all material respects as if made as of
        the
        Closing Date.

       

      4.2.3. The
        Trustee on behalf of Sellers shall have made all required deliveries pursuant
        to
        Section 3.3 of this Agreement.

       

      4.2.4. No
        action, suit or other proceedings shall be pending before any court; tribunal
        or
        governmental authority seeking or* threatening to restrain or prohibit the
        consummation of the transactions contemplated by. this Agreement, or seeking
        to
        obtain substantial damages in respect thereof, or involving a claim that
        consummation thereof would result in the violation of any law, decree or
        regulation of any governmental authority having appropriate
        jurisdiction.

       

      4.2.5. The
        Bankruptcy Court shall have entered the Sale Orders in accordance with Section
        8.3.1 below and the Sale Orders shall not have been stayed as of the Closing
        Date.

       

      4.3. Termination.
        Notwithstanding anything to the contrary in this Agreement, this Agreement
        may
        be terminated and the transactions contemplated hereby abandoned at any time
        prior to the Closing (i) by mutual written consent of Sellers and Buyer,
        (ii) by
        either Sellers or Buyer if a material breach of any provision of this Agreement
        has been committed by the other party and such breach has not been waived,
        (iii) by Sellers if any of the conditions set forth in Section 4.1
        shall
        not have been satisfied or waived by Sellers, (iv) by Buyer if any of the
        conditions set forth in Sections 4.2 shall not have been satisfied or waived
        by
        Buyer, or (v) by Sellers or Buyer if the Closing does not occur on or prior
        to
        March 15, 2002; provided, however, that the party seeking termination pursuant
        to clause (ii), (iii), (iv) or (v) above is not in breach in any material
        respects of any of its representations, warranties, covenants or agreements
        contained in this Agreement.

       


      
        
          
          

        

        
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      5. Sellers’
        Representations and Warranties. Sellers, jointly and severally,
        hereby make the following representations and warranties to Buyer:

       

      5.1. Validity
        of Agreement.
        Upon
        entry of the Sale Orders by the Bankruptcy Court, this Agreement shall
        constitute the valid and binding obligation of Sellers, enforceable against
        Sellers in accordance with its terms.

       

      5.2. Power
        and Authority.
        Upon
        entry of the Sale Orders by the Bankruptcy Court, the Trustee, on behalf
        of
        Sellers, and Sellers (as the case may be), shall have all requisite power
        and
        authority to execute, deliver and perform this Agreement and each of the
        transaction documents contemplated hereby (the “Transaction Documents”) to which
        the Sellers are a party.

       

      5.3. Conduct
        of Business.
        Since
        commencement of the Cases, the Business has been operated in the ordinary
        course
        of business, consistent with past practices, taking into account the fact
        of and
        limitations resulting from Sellers’ bankruptcy filings and the
        Cases.

       

      5.4. Title
        to the Acquired Assets; Adequacy and Sufficiency of Acquired
        Assets.
        Subject
        to the entry and upon the terms of the Sale Orders by the Bankruptcy Court,
        Sellers on the Closing Date will have the power and the right to sell, assign,
        transfer, convey and deliver to Buyer, and will transfer and convey to Buyer
        at
        the Closing, and Buyer will acquire at . the Closing, all of Sellers’ rights,
        title and interests in and to the Acquired Assets free and clear of any lease,
        lien, security interest, claim, char e,yr mbrance whatsoever. To the Sellers’
        knowledge the Acquired Assets are essentially all of the assets and properties
        used in connection with the conduct of the Business.

       

      5.5. Receivables.
        Schedule 5.5
        is a receivables aging for the Receivables of the Business prepared by Sellers
        as of Closing Date, 2002 (excluding receivables owing by one or more Sellers
        to
        other one or more Sellers).

       

      6. Buyer’s
        Warranties and Representations.
        In
        addition to the representations and warranties contained elsewhere in this
        Agreement, Buyer hereby makes the following representations and warranties
        to
        Sellers:

       

      6.1. Power
        and Authority; Validity of Agreement.

       

      6.1.1. Buyer
        has
        all requisite power and authority to enter -into this Agreement and each
        of the
        Transaction Documents to which Buyer is a party;

       

      6.1.2. All
        necessary action on the part of Buyer has been taken to authorize the execution
        and delivery of this Agreement and the Transaction Documents to which Buyer
        is a
        party, the performance of Buyer’s obligations hereunder and thereunder and the
        consummation of the transactions contemplated hereby and thereby;
        or

       

      6.1.3. This
        Agreement and each of the Transaction Documents to which Buyer is a party
        constitute constitute valid and binding agreements of Buyer, enforceable
        in
        accordance with their respective terms, except as the enforceability thereof
        may
        be limited by the Cases or otherwise by bankruptcy, insolvency, fraudulent
        transfer, reorganization, moratorium and similar laws of general application
        relating to or affecttag creditors’ rights generally and to 

       


      
        
          
          

        

        
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      general
        principles of equity (regardless of whether such enforceability is considered
        in
        a proceeding in equity or at law.)

       

      6.2. No
        violation.
        Neither
        the execution and delivery of this Agreement nor any of the Transaction
        Documents to which Buyer is a party nor the consummation of the transactions
        contemplated hereby or thereby nor compliance by Buyer with any of the
        provisions hereof or thcrcof will:

       

      6.2.1. Violate
        or conflict with any provision of the governing documents of Buyer, or any
        statute, code, ordinance, rule, regulation, judgment, order, writ, decree
        or
        injunction applicable to Buyer; or

       

      6.2.2. Violate,
        or conflict with, or result in a breach of any provision of, or constitute
        a
        default (or any event which, with or without due notice or lapse of time,
        or
        both, would constitute a default) under, or result in the termination of,
        accelerate the performance required by, or result in the creation of any
        lien,
        security interest, charge or other encumbrance upon any of the properties
        or
        assets of Buyer under any of the terms, conditions or provisions of any note,
        bond, mortgage, indenture, deed or trust, license, lease, agreement or other
        instrument or obligation of which Buyer is a party or by which Buyer or any
        of
        its assets are bound.

       

      6.3. Organization,
        Standing and Power.
        Buyer
        is a Corporation, duly organized and in good standing under the laws of the
        State of Indiana. Buyer has all requisite power and authority to own, lease
        and
        operate its properties, to carry on its business -as.now being conducted
        and to
        execute, deliver and perform this Agreement and all transaction documents
        to
        which Buyer is a party.

       

      7. Acknowledgement;
        Indemnity and Release.

       

      7.1. “AS
        IS” Transaction. Buyer hereby acknowledges and agrees that, except as
        specifically stated in Section 5 of this Agreement, the Trustee and Sellers
        make
        no representations or warranties whatsoever, express or implied, with respect
        to
        any matter relating to the Acquired Assets (including, without limitation,
        income to be derived or expenses to be incurred in connection with the Acquired
        Assets, the physical condition of any personal property comprising a part
        of the
        Acquired Assets or which is the subject of any Assumed Executory Contract,
        the
        real property which is the subject of any Real Property Leases or Improvements,
        the zoning of any such Improvements, the value of the Acquired Assets (or
        any
        portion thereof), the transferability of Acquired Assets, the terms, amount,
        validity, collectibility or enforceability of any Assumed Liabilities or
        Assumed
        Executory Contract, the title of the Acquired Assets (or any portion thereof),
        the merchantability or fitness of the Personal Property or any other portion
        of
        the Acquired Assets for any particular purpose, or any other matter or thing
        relating to the Acquired Assets (or any portion thereof). WITHOUT IN ANY
        WAY
        LIMITING THE FOREGOING, SELLERS HEREBY DISCLAIM ANY WARRANTY (EXPRESS OR
        IMPLIED) OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY
        PORTION OF THE ACQUIRED ASSETS. Buyer further acknowledges that Buyer has
        conducted an independent inspection and investigation of the physical condition
        of all portions of the Acquired Assets and all such other matters relating
        

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      to
        or affecting the Acquired Assets as Buyer deemed necessary or appropriate,
        and
        that, in proceeding with its acquisition of the Acquired Assets, Buyer is
        doing
        so based solely upon such independent inspections and investigations.
        Accordingly, Buyer will accept the Acquired Assets at the Closing “AS IS,”“WHERE
        IS,” and “WITH ALL FAULTS.”

       

      7.2. Sellers’
        Indemnification.
        Effective as of the Closing Date, Sellers agree to jointly and severally
        indemnify, defend (with counsel reasonably satisfactory to Buyer), protect,
        save
        and hold harmless Buyer and its affiliates, shareholders, agents and other
        representatives from and against any and all claims, damages, expenses and
        liabilities not otherwise assumed hereunder (including reasonable attorneys’
        fees) (“Losses”) arising from breach of Sellers’ representations, warranties and
        covenants under this Agreement. The indemnification obligation of Sellers
        hereunder shall survive the Closing and apply to claims for indemnification
        asserted by Buyer in writing within the twelve (12) month period ending on
        the
        first anniversary of the Closing Date.

       

      7.3. Buyer’s
        Indemnification.
        Effective as of the Closing Date, Buyer agrees to indemnify, defend (with
        counsel reasonably satisfactory to Sellers and the Trustee), protect, save
        and
        hold harmless Sellers and the Trustee and their respective affiliates, officers,
        directors, shareholders, employees, agents and other representatives from
        and
        against any and all claims, damages, expenses and liabilities not otherwise
        assumed hereunder (including reasonable attorneys’ fees) (“Losses”) arising from
        breach of Buyer’s representations, warranties and covenants under this Agreement
        or otherwise relating to the conduct of the Business by Buyer on or after
        the
        Closing Date. The indemnification obligation of Buyer hereunder shall survive
        the Closing and apply to claims for indemnification asserted by the Sellers
        or
        the Trustee in writing within the twelve (12) month period ending on the
        first
        anniversary of the Closing Date.

       

      8. Conduct
        and Transaction Prior to Closing.

       

      8.1. Access
        to Records and Properties of Sellers.
        Subject
        to any confidentiality agreements heretofore entered into between Buyer and
        Sellers, from and after the date of this Agreement until the Closing Date,
        Sellers shall afford to Buyer’s officers, independent public accountants,
        counsel, lenders, consultants and other representatives, reasonable access
        for
        examination at all reasonable times to the Sellers’ assets, property, employees,
        customers, landlords, vendors and all records or other information pertaining
        to
        the Acquired Assets or the Business. Buyer, however, shall not be entitled
        to
        access to any materials containing privileged communications or information
        about employees, disclosure of which might violate an employee’s reasonable
        expectation of privacy. Buyer expressly acknowledges that nothing in this
        Section 8.1 is intended to give rise to any contingency to Buyer’s obligations
        to proceed with the transactions contemplated herein.

       

      8.2. Operation
        of Sellers’ Business Pending Closing.
        Unless
        Buyer otherwise consents in advance in writing, which consent shall not be
        unreasonably withheld, delayed or conditioned, during the period prior to
        the
        Closing Date, Sellers shall operate the Business as currently operated and,
        consistent with such operation, shall use commercially reasonable efforts
        to
        preserve intact its current business organization and its current relationships
        with employees and persons having dealings with it. Without limiting the
        generality of the immediately preceding sentence, during the period from
        the
        date of this Agreement to the 

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      Closing
        Date, without Buyer’s prior written consent, which consent may not be
        unreasonably withheld, delayed or conditioned, Sellers shall:

       

      8.2.1. Not
        offer
        or enter into any contract or arrangement whether for purchase, lease, sale
        or
        otherwise which provides for aggregate payments or receipts in excess of
        $50,000.00;

       

      8.2.2. Not
        agree
        to sell, lease or dispose of or sell, base or dispose of or agree to purchase
        any real property or machinery or equipment, other than in the ordinary course
        of business;

       

      8.2.3. Not
        enter
        into or amend or agree to amend any lease involving real estate or
        equipment;

       

      8.2.4. Use
        its
        reasonable best efforts, taking into account its bankruptcy filing and
        limitations resulting therefrom, to maintain and keep all machinery, tools,
        equipment, fixtures and other properties in good condition, repair and working
        order; or

       

      8.2.5. Promptly
        upon the occurrence of, or promptly upon Sellers becoming aware of the
        threatened occurrence of, any event which constitutes or would cause or
        constitute a material breach, or would have caused or constituted a material
        breach had such event occurred prior to the date hereof, of any of the
        representations and warranties of the Sellers contained herein or which prevents
        or would prevent the satisfaction of any of the conditions contained in Article
        V hereof, give written notice thereof to the Buyer.

       

      8.3. Bankruptcy
        Court Approvals.

       

      8.3.1. Bankruptcy
        Court Approval of Sale Procedures.

       

      8.3.1.1. Sale
        Orders.
        Sellers
        have filed a motion (the “Sale Motion”) for entry by the Bankruptcy Court of the
        following orders, which arc hereinafter collectively referred to as the “Sale
        Orders”:

       

      (A) an
        order
        (the “Approval
        Order”)
        which
        (i) approves the sale to that party that submits, in accordance with the
        Bidding
        Procedures (defined below) a bid (as determined by the Trustee) in accordance
        with the Bidding Procedures or after competitive bidding at the Auction Sale
        (as
        that term is defined in the Bidding Procedures) strictly’ on the terms and
        conditions set forth in this Agreement, and that authorizes Sellers to proceed
        with this transaction, (ii) includes a specific finding that Buyer (or the
        successful competitive bidder) is a good faith buyer of the Acquired Assets,
        and
        (iii) states that the sale of the Acquired Assets to Buyer (or the successful
        competitive bidder) shall be free and clear of all liens, claims, interest
        and
        encumbrances whatsoever.

       

      (B) an
        order
        (the “Contracts
        Assumption Order”)
        which
        approves Sellers’ right to assume and thereby assign to Buyer (or the successful
        competitive bidder) the Assumed Executory Contracts (collectively, the
“Section
        365 Contracts”)
        pursuant to Section 365 of the Bankruptcy Code and orders the payment of
        any
        Cure Payments payable to the other parties to the Section 365 Contracts as
        a
        condition to such assumption and assignment.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      The
        Trustee, on behalf of Sellers, and Sellers shall use reasonable efforts to
        obtain the Sale Orders. Both Buyer’s and Sellers’ obligations to consummate the
        transactions contemplated in this Agreement shall be conditioned upon the
        Bankruptcy Court’s entry of the Sale Orders. If (i) the Bankruptcy Court
        refuses to issue the Sale Orders, (ii) a third party competitive bidder to
        purchase the Acquired Assets is approved by the Bankruptcy Court at the hearing
        on the Sale Motion and closes its purchase of the Acquired Assets, or (iii)
        the
        Sale Orders are for any other reason not entered on or before March 15, 2002,
        then in any such event, this transaction shall automatically terminate and
        Sellers and Buyer shall be relieved of any further liability or obligation
        hereunder, Upon timely entry of the Sale Orders (such entry date being referred
        to herein as the “Sale
        Approval Date”),
        the
        condition set forth in this Section 8.3.1.1 shall conclusively be deemed
        satisfied.

       

      8.3.1.2. Bidding
        Procedures Order.
        As part
        of the Sale Motion, Sellers have obtained an order (the “Bidding Procedures
        Order”) attached hereto and incorporated herein as Exhibit H which approves the
        bidding procedures (the “Bidding Procedures”) set forth therein.

       

      8.4. Employees.
        Sellers acknowledge and agree that Buyer shall have no obligation to employ
        any
        of its employees employed in the conduct of the Business, but any such employees
        remaining employed by Sellers on the Closing Date shall be available for
        hire by
        Buyer, as determined by it in its sole discretion.

       

      9. Miscellaneous.

       

      9.1. Damage
        and Destruction; Condemnation.
        Sellers
        shall notify Buyer immediately of the occurrence of any damage to or destruction
        of any of the Acquired Assets which occurs prior to the Closing Date, or
        the
        institution or maintenance of any condemnation or similar proceedings with
        respect to any leased property used by Sellers in connection with the operation
        of the Business. In the event of any damage to or destruction of a material
        portion of the Acquired Assets which is not fully covered by insurance, or
        in
        the event any such condemnation or other proceedings are instituted or
        maintained, Buyer, at its option, may either (i) terminate this Agreement,
        or
        (ii) consummate the purchase provided for by this Agreement. In all other
        events
        or in the event that Buyer alects to consummate the purchase pursuant to
        (ii)
        above, all insurance or condemnation proceeds, including business interruption
        and rental loss proceeds, collected by Sellers prior to the Closing Date,
        together with an amount equal to all deductible amounts under the insurance
        policies covering such damage or destruction and amounts not covered by
        insurance (which amounts shall be agreed upon in good faith by Sellers and
        Buyer
        and approved by the Bankruptcy Court), shall be credited against the Purchase
        Price on Buyer’s account.

       

      9.2. Reasonable
        Access to Records and Certain Personnel.
        So long
        as the Cases are pending, (i) Buyer shall permit the Trustee’s counsel and other
        professionals employed in the Cases reasonable access to the financial and
        other
        books and records relating to the Acquired Assets or the Business (whether
        in
        documentary or data form) for the purpose of the continuing administration
        of
        the Cases (including, without limitation, the pursuit of any avoidance,
        preference or similar action), which access shall include (a) the
        right of
        such professionals to copy, at Sellers’ expense, such documents and records as
        they may request in 

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      furtherance
        of the purposes described above, and (b) Buyer’s copying and delivering to the
        Trustee or his professionals such documents or records as they may request,
        but
        only to the extent the Trustee or his professionals furnish Buyer with
        reasonably detailed written descriptions of the materials to be so copied
        and
        Sellers reimburse the Buyer for the reasonable costs and expenses thereof),
        and
        (ii) Buyer shall provide Trustee or his professionals (at no cost to Sellers)
        with reasonable access to the officers and managers of Buyer during regular
        business hours to assist the Trustee in the continuing administration of
        the
        Cases, provided that such access does not unreasonably interfere with Buyer’s
        business operations.

       

      9.3. Notices.
        Unless
        otherwise provided herein, any notice, tender, or delivery to be given hereunder
        by either party to the other party may be effected by personal delivery in
        writing, or by FedEx or similar overnight priority courier delivery service,
        with instruction for signature receipt thereof, and shall be deemed communicated
        when received to the following:

       

      


       

      
        	 	
                To
                  Sellers:

              	
                Glenn
                  C. Pollack, Trustee

              
	 	 	
                c/o
                  Candlewood Partners, Inc.

              
	 	 	
                36
                  South Franklin Street

              
	 	 	
                Chagrin
                  Falls, Ohio 44022

              
	 	 	
                Fax:
                  (440) 247-3060

              
	 	 	 
	 	
                With
                  a copy to:

              	
                Bencsch,
                  Friedlander, Coplan & Aronoff LLP

              
	 	 	
                2300
                  BP Tower

              
	 	 	
                200
                  Public Square

              
	 	 	
                Cleveland,
                  Ohio 44114

              
	 	 	
                Attention:
                  William E. Schonberg, Esq.

              
	 	 	
                Fax:
                  (216) 363-4588

              
	 	 	 
	 	
                To
                  Buyer:

              	
                John
                  A. Martell

              
	 	 	
                Magnetech
                  Industrial Services, Inc.

              
	 	 	
                1125
                  S. Walnut Street

              
	 	 	
                South
                  Bend, IN 46619

              
	 	 	 
	 	
                With
                  a copy to:

              	
                Richard
                  Mintz, Esq.

              
	 	 	
                Barnes
                  & Thornburg

              
	 	 	
                100
                  N. Michigan Street

              
	 	 	
                South
                  Bend, IN 46601

              
	 	 	 


      

      


       

      9.4. Entire
        Agreement.
        This
        instrument and the documents to be executed pursuant hereto contain the entire
        agreement between the parties relating to the sale of the Acquired Assets.
        Any
        oral representations or modifications concerning this Agreement or any such
        other document shall be of no force and effect excepting a subsequent
        modification in writing, signed by the party to be charged.

       

      9.5. Modification.
        This Agreement may be modified, amended or supplemented only by a written
        instrument duly executed by all the parties hereto.

       


      
        
          
          

        

        
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      9.6. Closing
        Date.
        All
        actions to be taken on the Closing Date pursuant to this Agreement shall
        be
        deemed to have occurred simultaneously, and no act, document or transaction
        shall be deemed to have been taken, delivered or effected until all such
        actions, documents and transactions have been taken, delivered or
        effected.

       

      9.7. Severability.
        Should
        any term, provision or paragraph of this Agreement be determined to be illegal
        or void or of no force and effect, the balance of the Agreement shall survive
        except that, if Buyer cannot acquire and Sellers cannot sell substantially
        all
        of the Acquired Assets, either party may terminate this Agreement, and it
        shall
        be of no further force and effect, unless both parties agree in writing to
        the
        contrary.

       

      9.8. Captions.
        All.
        captions aril headings contained in this Agreement are for convenience of
        reference only and shall not be construed to limit or extend the terms or
        conditions of this Agreement.

       

      9.9. Further
        Assurances.
        Each
        party hereto will execute, acknowledge and deliver any further assurance,
        documents. and instruments reasonably requested by any other party hereto
        for
        the purpose of giving effect to the transactions contemplated herein or the
        intention of the parties with respect thereto.

       

      9.10. Waiver.
        No
        waiver of any of the provisions of this Agreement shall be deemed, or shall
        constitute, a waiver of other provisions, whether or not similar, nor shall
        any
        waiver constitute a continuing waiver. No waiver shall be binding unless
        executed in writing by the party making the waiver.

       

      9.11. Brokerage
        Obligations.
        Except
        for Sellers’ obligations to Brown, Gibbons, Lang & Company Securities, Inc.,
        Sellers and Buyer each represent and warrant to the other that, such party
        has
        incurred no liability to any broker or agent with respect to the payment
        of any
        commission regarding the consummation of the transaction contemplated hereby.
        It
        is agreed that if any claims for commissions, fees or other compensation,
        including, without limitation, brokerage fees, finder’s fees, or commissions are
        ever asserted against Buyer or Sellers in connection with this transaction,
        all
        such claims shall be handled and paid by the party whose actions form the
        basis
        of such claim and such party shall indemnify, defend (with counsel reasonably
        satisfactory to the party entitled to indemnification), protect and save
        and
        hold the other harmless from and against any and all such claims or demands
        asserted by any person, firm or corporation in connection with the transaction
        contemplated hereby.

       

      9.12. Payment
        of Fees and Expenses.
        Each
        party to this Agreement shall be responsible for, and shall pay, all of its
        own
        fees and expenses, including those of its counsel, incurred in the negotiation,
        preparation and consummation of the Agreement and the transaction described
        herein.

       

      9.13. Survival.
        The
        respective representations, warranties, covenants and agreements of Sellers
        and
        Buyer herein, or in any certificates or other documents delivered prior to
        or at
        the Closing, shall not be deemed waived or otherwise affected by the
        Closing.

       

      9.14. Assignments.
        This
        Agreement shall not be assigned by either party hereto without the prior
        written
        consent of the other party hereto.

       


      
        
          
          

        

        
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      9.15. Binding
        Effect.
        Subject
        to the provisions of Section 9.14 above, this Agreement shall bind and inure
        to
        the benefit of the respective heirs, personal representatives, successors,
        and
        assigns of the parties hereto.

       

      9.16. Applicable
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Ohio, without giving effect to any choice of law or conflict of
        law
        provision which would cause the laws of any jurisdiction other than those
        of the
        State of Ohio.

       

      9.17. Good
        Faith.
        All
        parties hereto agree to do all acts and execute all documents required to
        carry
        out the terms of this Agreement and to act in good faith with respect to
        the
        terms and conditions contained herein before and after Closing.

       

      9.18. Construction.
        In the
        interpretation and construction of this Agreement, the parties acknowledge
        that
        the terms hereof reflect extensive negotiations between the parties and that.
        this Agreement shall not be, deemed, for the purpose of construction and
        interpretation, drafted by either party hereto.

       

      9.19. Counterparts.
        This
        Agreement may be signed in counterparts. The parties further agree that this
        Agreement may be executed by the exchange of facsimile signature pages provided
        that by doing so the parties agree to undertake to provide original signatures
        as soon thereafter as reasonable in the circumstances.

       

      9.20. Time
        is of the Essence.
        Time is
        of the essence in this Agreement, and all of the terms. covenants and conditions
        hereof.

       

      9.21. Bankruptcy
        Court Jurisdiction.
        BUYER,
        THE TRUSTEE AND SELLERS AGREE THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE
        JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO (i) THE
        INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT
        EXECUTED PURSUANT THERETO; ANA/OR (ii) THE ACQUIRED ASSETS AND/OR ASSUMED
        LIABILITIES, AND BUYER EXPRESSLY CONSENTS TO AND AGREES NOT TO CONTEST SUCH
        EXCLUSIVE JURISDICTION.

       

      9.22. Sellers’
        Removal of Excluded Assets.
        To the
        extent that any Excluded Assets are located as of the Closing at or about
        any
        site acquired by Buyer from Sellers, Sellers shall, at the written request
        of
        Buyer, at Sellers’ sole cost and expense, cause any such Excluded Assets to be
        removed therefrom as soon as commercially practicable. Unless earlier requested
        by Buyer, Sellers shall (i) at Sellers’ sole cost and expense, have the right to
        cause the same to be removed therefrom on or before the date which is six
        (6)
        months following the Closing Date, and (ii) shall have the right of access
        to
        such sitc(s) at all reasonable times during such six (6) month period for
        the
        purpose of effecting such removal. At the expiration of such six (6) month
        period, Buyer shall have the right after seven (7) days prior written notice
        to
        Sellers, at its sole option, to claim ownership of such Excluded Assets or
        to
        dispose of them at Sellers’ cost and expense.

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF Buyer
        and
        Sellers have executed this Asset Purchase Agreement as of the day and year
        first
        above written.

       

      


      
        	 	
                Magnetech
                  Industrial Services, Inc.

              
	 	 	
                (Buyer)

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  John A. Martell

              
	 	 	
                Name:  John
                  A. Martell

              
	 	 	
                Its:  CEO

              
	 	 	 
	 	 	 
	 	
                GRAND
                  EAGLE, INC., ET AL., DEBTORS

              
	 	 	 
	 	 	 
	 	
                By: 

              	
                /s/
                  Glenn C. Pollack

              
	 	 	
                Name:  Glenn
                  C. Pollack

              
	 	 	
                Title:  Chapter
                  11 Trustee

              


      

      


      
 

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