EXHIBIT 2.1  Final: 12/22/08




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LIST OF EXHIBITSA:
    
    Bond Escrow AgreementB:
    
    Escrow AgreementC:
    
    INTENTIONALLY OMITTEDD:
    
    Purchase Price AllocationE:
    
    INTENTIONALLY OMITTEDF:
    
    INTENTIONALLY OMITTEDG:
    
    General Bill of SaleH:
    
    Assignment and Assumption AgreementI:
    
    Warranty DeedJ:
    
    Material Agreement ConsentsK:
    
    Employment AgreementsL:
    
    Assignment of TrademarksM:
    
    Domain Name AssignmentLIST OF AGREEMENT SCHEDULES1
    
    Estimated Purchase Price; Closing Payment2.01(o)
    
    Assigned Benefit PlansLIST OF DISCLOSURE SCHEDULES10.02:
    
    Authorization of Agreement10.03:
    
    Financial Statements10.04:
    
    Business Changes10.05:
    
    Real Property10.06:
    
    Equipment10.07:
    
    Title to Assets; Sufficiency10.09:
    
    Inventory10.10(a):
    
    Material Contracts10.10(b):
    
    Default of Material Contracts10.11:
    
    Litigation and Proceedings10.12:
    
    Compliance with Environmental and Safety Laws10.14:
    
    Taxes10.15(a):
    
    Employee Pension Benefit Plans10.15(b):
    
    Employee Welfare Benefit Plans10.15(c):
    
    Fringe Benefit Plans10.15(d):
    
    Seller Benefit Plans10.15(i):
    
    Leased Employees10.16:
    
    Labor Matters10.17:
    
    Intellectual Property10.18:
    
    Compliance with Legal Requirements10.19:
    
    Major Customers and Suppliers10.20:
    
    Undisclosed Liabilities10.22:
    
    Related Party Transactions10.23:
    
    Insurance
 i




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10.24:
    
    Officers and Directors; Bank Accounts10.26
    
    Noncontravention (consents)12.05
    
    Inventory List
 ii




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Agreement Seller Member Members Buyer
  Business
    Defined Terms; Construction
 Defined Terms
 Accounting Firm
 Affiliates




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Family
 Agreement
 Applicable Rate
 Arbitration Panel
 Assigned Benefit Plans
 Assignment and Assumption Agreement
 Assignment of Trademarks
 Assumed Liabilities
 Basket
 Bond Escrow Agent
 Bond Escrow Agreement Exhibit A
 Bond Escrow Fund
 Business
 Business Day




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Buyer
 Buyer Indemnified Parties
 Buyers Damages
 Cash
 CERCLA
 Closing
 Closing Date
 Closing Indebtedness
 Closing Payment
 Closing Statement
 Closing Working Capital
 COBRA
 Code
 Contracts provided, however Contracts




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Deed
 Deficit
 Disclosure Schedule
 Dispute
 Dispute Notice
 Dollars $
 Domain Name Assignment
 Domain Names
 Earnout Amount
 EBITDA
 EBITDA Statement
 Employees
 Employment Agreements
 Encumbrance
 Environment
 Environmental and Safety Law




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Environmental Permits
 Equity Interests
 ERISA
 Escrow Agent
 Escrow Agreement Exhibit B
 Escrow Fund
 Estimated Closing Working Capital Schedule
1 Schedule 1.
 Estimated Indebtedness Schedule 1
 Estimated Purchase Price
 Excluded Liabilities




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Fringe Benefit Plans
 GAAP
 Governmental Authority
 Hazardous Substances
 Indebtedness not
 Indemnification Escrow Portion
 Indemnified Party
 Indemnifying Party




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Industrial Bonds
 Industrial Bonds Supporting Agreements inter alia
 Insurance Policies
 Intellectual Property
 Interim Balance Sheet
 Interim Balance Sheet Date
 Inventory
 Inventory List
 JAMS




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Leased Real Property
 Legal Requirement
 Machinery and Equipment
 Material Adverse Effect
 Material Contracts
 Non-Assignable Assets
 Noncompetition Agreements




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Opening Balance Sheet
 Ordinary Course of Business
 Owned Real Property Land Improvements Personalty
 Pension Plans
 Period
 Permits
 Permitted Encumbrances




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Physical Inventory
 Price Allocation
 Purchase Price
 Purchase Price Adjustment Escrow Portion
 Purchased Assets
 Qualifying Offer
 Real Property
 Receivables
 Related Parties
 Release
 Representation
 Sample Pro Forma Closing Statement
 Seller
 Seller Benefit Plan Seller Benefit Plans
 Seller Indemnified Parties
 Sellers Damages
 Specific Representation
 Target Working Capital
 Tax Taxes




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Third Party Claim
 Trademarks
 Transferred Employees
 VEBA
 Unsold Inventory
 Welfare Plans
 Working Capital less Schedule 1
 Other Terms
 Purchase and Sale
 Purchase and Sale of Assets Purchased Assets
 Inventory




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Machinery and Equipment
   Receivables




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Assigned Benefit Plans
  Non-Assignable Assets
 Non-Assignable Assets




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Assets Excluded From Sale Excluded
Assets
 Certain Corporate Records
 Insurance Policies
 Certain Employee Benefit Plans
 Income Tax Refunds
 Rights Under This Agreement
 Cash
 Third Party Causes of Action




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Other
 Assumption of Liabilities; Excluded Liabilities
 Assumed Liabilities Assumed
Liabilities
    Excluded Liabilities Excluded
Liabilities




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Determination of Purchase Price
 Purchase Price minus plus minus minus Schedule 1 Purchase Price
 Estimated Purchase Price and Components; Payment of Estimated Indebtedness Estimated Purchase Price Schedule 1 minus minus minus Schedule 1 Closing Payment
 Allocation of Purchase Price Exhibit
D Price Allocation




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Closing Working Capital; Adjustment and Allocation
 Determination of Purchase Price
 Preparation of Closing Statement Closing Statement Schedule 1 Schedule
1
 Payment of Adjustment Deficit
 Disputes Concerning Adjustment of the Closing Statement




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Accounting Firm
 Adjustment
 Earnout Amount
 Earnout Amount Earnout Amount Period
   Calculation of EBITDA
 Preparation of EBITDA Statement; Disputes Related Thereto




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EBITDA Statement
 Elements Included in EBITDA Calculation EBITDA
 Opening Balance Sheet inter alia




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Covenants of Buyer
    Acknowledgement of Seller and Members
 Closing Closing provided, however Closing Date
 Closing Deliveries
 Deliveries by Seller at or Prior to Closing
 Exhibit G
 Exhibit H Assignment and Assumption Agreement




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Exhibit I Deed
   Exhibit J
 Exhibit B
 Exhibit A
 Exhibit K Employment Agreements
  Exhibit L Assignment of Trademarks
 Exhibit M Domain Name Assignment




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Deliveries by Buyer At or Prior to Closing




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Representations and Warranties of Seller Disclosure Schedule
 Organization
 Authorization of Agreement Section 10.02
 Financial Statements Financial Statements




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Section 10.03 Interim Balance Sheet Interim Balance Sheet Date
  Business Changes Section 10.04 Section 10.04




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Real Property Section 10.05 Real
Property Section 10.05




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Equipment Section 10.06
 Title to Assets; Sufficiency Section 10.07
 Accounts Receivable
 Inventory Section 10.09




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Contracts
 Section 10.10(a) Material Contracts Section 10.19
 Section 10.10(b)
 Litigation and Proceedings Section 10.11




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Compliance with Environmental and Safety Laws Section 10.12
 Section 10.12
    Section 10.12
 Section 10.12




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Permits
 Taxes Section 10.14




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Employee Benefit Plans
 Section 10.15(a) ERISA Pension Plans
 Section 10.15(b) Welfare Plans
 Section 10.15(c) Fringe Benefit Plans




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Section 10.15(d) Section 10.15(a), (b) or (c)
 Section 10.15(d) Seller Benefit Plans Seller Benefit
Plan




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VEBA
  Section
10.15(i)
  Labor Matters Section 10.16




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Intellectual Property Section 10.17 Section 1017 Section 10.17 Section 10.17 Section 10.17 Section 10.17
 Compliance with Legal Requirements Section 10.18
 Major Customers and Suppliers Section 10.19




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Section 10.19
 Undisclosed Liabilities Section 10.20
 Brokerage
 Related Parties Transactions Section 10.22 Related Parties
 Insurance Section 10.23 Insurance Policies
 Officers and Directors; Bank Accounts Section 10.24




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Disclosure
 Non-Contravention Section 10.26 Section
10.26 Section 10.26
 ActiveSense Trademark
 Representations and Warranties of Buyer
 Corporate Organization
 Authorization of Agreement




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Litigation
 No Brokers or Finders
 Solvency
 Mutual Covenants and Agreements
 Further Assurances
 Post-Closing Access to Information




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Litigation Assistance
 Accounts Receivable




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Inventory
 Physical Inventory Inventory List Section 12.05
 Unsold Inventory plus less




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Employees
 Offer of Employment Section 10.16 Employees Qualifying Offer Transferred Employees
 Prior Service Credits
 Status of Employees
 Assigned Benefit Plans
 Transfer of Interest in Real Property
 Deed
 Survey




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Title Company Commitment Title Policy
    Members Restrictive Covenants Restricted Party Restricted Parties Restriction Period




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Noncompetition
 Covenant Not to Solicit; Non-Interference Solicitation




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Confidentiality
 Remedy for Certain Breaches
 Nature of Restrictions




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Tax Matters
 Cooperation on Tax Matters
 Certain Taxes and Fees
 Indemnification
 Indemnification by Seller and Members Buyer Indemnified Parties Buyers Damages




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Limitations on Sellers and Members Indemnification Obligations
  Basket




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provided, however




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Indemnification by Buyer
 Seller
Indemnified Parties Sellers Damages provided, however




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Procedure
 Indemnified Party Indemnifying Party
 Third Party
Claim




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Risk Allocation
 Dispute Resolution
 Dispute Dispute Dispute not
 Process




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Negotiations Dispute Notice
 Arbitration JAMS Arbitration
Panel
  Action by the Members Representative




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Miscellaneous
 Further Assurances
 Governing Law; Jurisdiction i.e .,
 Entire Agreement
 Public Announcement




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Notices
 
  
  
  
  Incorporation of Terms




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Construction




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Severability
 Amendment
 Assignment; Binding Effect
 Benefit
 Bulk Transfer Laws
 Facsimile Signature; Counterparts
 Members Representative




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Members Representative Members Representative
 Majority of the Members




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COBRA Liability
 Confidentiality




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Confidential Information
   Covenant to Correct Set Back Violations and Indemnity Setback Requirements




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Third Party Beneficiaries




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SELLER:PENSAR ELECTRONIC
SOLUTIONS, LLCBY
    
    /s/DAVID E. STEEL

Print Name: David E. SteelTitle: Managing Member
 BUYER:LABARGE ACQUISITION COMPANY, INC.BY:
    
    /s/DONALD H. NONNENKAMPPrint Name: Donald H. NonnenkampTitle:
 MEMBERS:
 /s/ David E. Steel

David E. Steel
    
    
    
    /s/ Jens Hauvn

Jens Hauvn/s/ William M. Moeller
    
    
    
    /s/ Robert R. DeBackWilliam M. Moeller
    
    
    
    Robert R. DeBack/s/ John Peter Goehring
    
    
    
    /s/ Pauline A. PotratzJohn Peter Goehring
    
    
    
    Pauline A. Potratz/s/ Brett R. SydlewskiBrett R. Sydlewski/s/ Brian J. MassBrian J. Mass/s/ Eric R. SmithEric R. Smith