PURCHASE AND SALE AGREEMENT


     THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is effective as of
December ___, 1999 by and among Wyman-Gordon Company, a Massachusetts
corporation with a principal address at 244 Worcester Street, North Grafton,
Massachusetts 01536 ("Seller"), and McLad Corporation, a Nevada corporation with
a principal address of c/o Ladish Co., Inc. ("Ladish"), Cudahy, Wisconsin 53110
(hereinafter referred to as "Buyer"). Ladish is a signatory to this agreement
for purposes of being jointly and severally liable for the performance by Buyer,
its wholly owned subsidiary, of all obigations of Buyer pursuant to this
Agreement.

                                    RECITALS

     WHEREAS, pursuant to the terms of an Asset Contribution Agreement (the
"Asset Contribution Agreement") and a Company Agreement (the "Company
Agreement") dated July 30, 1998 and effective as of August 1, 1998, Seller, its
wholly owned subsidiary Wyman-Gordon Investment Castings, Inc. ("WGIC"), and
Titanium Metals Corporation ("TIMET") formed Wyman-Gordon Titanium Castings, LLC
(the "Company"), a limited liability company organized under the laws of the
State of Delaware for the purpose of owning and operating two previously
existing titanium investment casting businesses: one located in Franklin, New
Hampshire (the "Franklin Business"), and another located in Albany, Oregon
(hereinafter defined as the "Albany Business");

     WHEREAS, Precision Castparts Corp., an Oregon corporation ("PCC") and W-G
Acquisition Corp., a Massachusetts corporation and a wholly-owned subsidiary of
PCC ("Acquisition Sub"), have entered into an Agreement and Plan of Merger dated
as of May 17, 1999 (the "Merger Agreement"), pursuant to which Acquisition Sub
has commenced a tender offer for all of the outstanding shares of common stock
of Seller (the "Tender Offer"); and

     WHEREAS, The United States Federal Trade Commission ("FTC") has required,
in connection with the Tender Offer and the other transactions contemplated by
the Merger Agreement, that Seller divest certain assets including the Albany
Business; and

     WHEREAS, the FTC, Seller and PCC have executed an Agreement Containing
Consent Orders (the "Agreement Containing Consent Orders") which, among other
things, requires that, upon completion of the Tender Offer, Seller and PCC hold
separate the Albany Business until the divestiture of the Albany Business is
completed; and

     WHEREAS, to facilitate the divestiture of the Albany Business, Seller and
TIMET have reached an agreement pursuant to which (i) the Franklin Business was
sold back to WGIC from the Company, (ii) a pro-rata distribution was made by the
Company to Seller, WGIC and TIMET of the purchase price for such sale, and (iii)
Seller, by the Closing (as defined herein) shall have acquired all right, title
and interest in the membership interest of TIMET in the Company; and

     WHEREAS, to further facilitate the divestiture of the Albany Business, the
entire right, title and interest in the membership interest of WGIC in the
Company, by the Closing, shall have been distributed as a dividend to Seller,
the parent of WGIC; and



<PAGE>


     WHEREAS, Seller, by the Closing, will own the entire membership interest in
the Company (hereinafter referred to as the "Membership Interest"); and

     WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from
Seller the entire Membership Interest of the Company;

     NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants, and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller mutually agree as follows:

                                   DEFINITIONS

     As used in this Agreement, the following terms shall have the meaning set
forth below:

     "Affiliate" -- An Affiliate of any person or entity shall mean any
individual, corporation, partnership, limited liability company or other entity
controlled by, controlling, or under common control with such person.

     "Albany Business" -- The Albany Business shall mean the entire business and
assets owned, leased and operated by the Company in connection with the titanium
investment castings operation conducted by the Company in Albany, Oregon. For
purposes of those representations and warranties of Seller set forth in Article
2 which refer to the Albany Business, the term Albany Business shall be deemed
to include the Company in connection with its ownership and operation of the
Albany Business.

     "Code" -- The Code shall mean the Internal Revenue Code of 1986, as
amended.

     "ERISA"---ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.

     "Know" or "Knowledge" --- The terms "know" or "knowledge," or any variation
thereof, with respect to any person shall include any actual knowledge by such
entity or person or such entity or person's officers, directors and/or
management committee members and shall encompass matters which the person or
entity or the person's or entity's officers, directors and/or management
committee members should have known after reasonable inquiry.

     "Real Estate"-- Real Estate shall refer collectively to all real property
and the buildings thereon owned and/or leased by the Company as more
particularly identified in Schedule 2.3 hereof.

     Capitalized terms defined herein shall have such definitions for all
purposes hereunder.

     1.  Purchase and Sale of Membership Interest

         1.1   Transfer of Membership Interest. Subject to and upon the terms
     and conditions set forth herein and in reliance upon the covenants,
     representations, and warranties herein contained, at the Closing (as
     defined in ss. 1.6 hereof), Seller shall sell, transfer, assign and



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<PAGE>


     deliver to Buyer all of the Membership Interest of the Company. The
     foregoing transfer shall be evidenced by execution of the form of
     Assignment of Membership Interest attached hereto as Exhibit 1.5(a).

         1.2   Consideration for Such Transfers. The aggregate consideration
     paid by Buyer for the transfer in Section 1.1 above (the "Purchase Price")
     shall be Twenty-Six Million Six Hundred Thousand Dollars ($26,600,000.00)
     subject to adjustment as provided in Section 1.3 below.

         1.3   Adjustment to Purchase Price for Balance Sheet Changes.

               (a) Closing Balance Sheet. Within 60 days following the Closing
          Date (as set forth in Section 1.6) the Buyer shall prepare and deliver
          to the Seller a balance sheet for the Albany Business as of the close
          of business on the Closing Date (the "Preliminary Closing Balance
          Sheet"). The Preliminary Closing Balance Sheet and the final balance
          sheet determined in accordance with paragraphs (b), (c), (d) and (e)
          of this Section 1.3 (the "Final Closing Balance Sheet") shall be
          prepared in accordance with principles, practices and procedures that
          are the same as those which resulted in the asset and liability values
          reflected in the balance sheet effective as of October 2, 1999 (the
          "Peg Date"), which is attached hereto as Schedule 1.3 (the "Peg
          Balance Sheet"). The Preliminary Closing Balance Sheet and the Final
          Closing Balance Sheet are sometimes collectively referred to herein as
          the Preliminary and Final Closing Balance Sheets. Notwithstanding the
          foregoing, the following specific provisions shall take precedence
          over such principles, practices and procedures in the preparation of
          the Preliminary and Final Closing Balance Sheets:

                   (i)   The amounts included in the Preliminary and Final
               Closing Balance Sheets for fixed assets (i.e., net plant,
               property and equipment) will be the same as those included in the
               Peg Balance Sheet except as necessary to reflect those changes in
               the net asset values that result from new transactions and actual
               changes in facts and circumstances occurring during the period
               after (but not including) the Peg Date through and including the
               Closing Date (the "Change Period"). (To illustrate, if an item of
               machinery and equipment was included in the Peg Balance Sheet at
               a net book value of $1 million, but had not been used for the
               past several years, or would no longer function, or would require
               major repairs to put it in working condition, this item would be
               valued at $1 million in the Preliminary and Final Closing Balance
               Sheets because no changes in circumstances occurred during the
               Change Period which would warrant a reduction in the book value
               of that asset as of the Closing Date that would not have been
               equally appropriate as of the Peg Date. However, if a change in
               facts or circumstances occurred during the Change Period which
               would have warranted a change in the book value of such item of
               machinery and equipment that would not have been equally
               appropriate as of the Peg Date, then the book value of such item
               would be changed on the Preliminary and Final Closing Balance
               Sheets.

                   (ii)  The quantities of inventory used to determine the
               inventory amount to be included in the Preliminary and Final
               Closing Balance Sheets will be based on the results of a physical
               inventory to be taken as of the opening of business on the
               Closing Date in accordance with procedures to be mutually agreed
               to by the parties. The physical inventory quantities will be
               priced utilizing the same valuation methodologies which were used
               in the determination of



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<PAGE>


               the inventory amount reflected in the Peg Balance Sheet and in
               the case of items which were not on hand as of the Peg Date in
               accordance with the normal procedures of the Albany Business.

               (b) Seller's Review of Preliminary Closing Balance Sheet. Seller
          shall have 30 days following receipt of the Preliminary Closing
          Balance Sheet to review (the "Seller's Review") such balance sheet. If
          Seller determines, in Seller's reasonable judgment, that it has not
          been prepared in accordance with the provisions of paragraph (a), then
          within the said 30-day period allowed for Seller's Review, Seller
          shall prepare and deliver a letter to Buyer (the "Seller's Letter")
          setting forth in reasonable detail the adjustments that Seller
          determines are appropriate. During the said 30-day period, Buyer shall
          grant Seller reasonable access during normal business hours to the
          books and records of the Albany Business and its working papers
          pertaining to the Preliminary Closing Balance Sheet and shall
          authorize the Albany Business's auditors to grant Seller's auditors
          access to any working papers or other documents prepared by such
          auditors with respect to the Preliminary Closing Balance Sheet. If
          Seller does not prepare and furnish Seller's Letter to Buyer within
          the said 30-day period, then the Preliminary Closing Balance Sheet as
          prepared by Buyer will become the Final Closing Balance Sheet.

               (c) Buyer Response to Seller's Letter. Buyer will have 30 days
          following receipt of Seller's Letter, if any, to review such letter
          and prepare a written response (the "Buyer's Letter") setting forth
          Buyer's position with respect to each adjustment proposed by Seller in
          Seller's Letter. If Buyer does not prepare and furnish Buyer's Letter
          to Seller within the 30 days allowed, then all of the adjustments set
          forth in Seller's Letter shall be deemed to have been accepted by
          Buyer, and the Final Closing Balance Sheet shall be prepared by
          adjusting the Preliminary Closing Balance Sheet for all of the
          adjustments set forth in Seller's Letter.

               (d) Meeting to Resolve Proposed Adjustments. As soon as
          practicable, but not later than ten days following the receipt by
          Seller of Buyer's Letter, if any, the parties shall meet and endeavor
          to mutually resolve any of Seller's adjustments not agreed to in
          Buyer's Letter. If the parties reach agreement on the remaining
          adjustments, if any, then the Final Closing Balance Sheet shall be
          prepared by adjusting the Preliminary Closing Balance Sheet for the
          adjustments agreed to in Buyer's Letter and those resolved by the
          parties.

               (e) Resolution by Accounting Arbitrator. If the parties do not
          meet within the said ten-day period, or they fail to agree to meet at
          some later date, or they meet but are unable to resolve all of the
          adjustments set forth in Seller's Letter to the mutual satisfaction of
          both parties, then the parties, jointly, or if one party is unwilling
          then the other party singly, shall engage the Portland, Oregon office
          of a nationally recognized accounting firm not regularly retained by
          either party or Affiliate of either party (the "Accounting
          Arbitrator") to resolve any of Seller's adjustments which remain
          unresolved. The Accounting Arbitrator shall be furnished with a copy
          of the Agreement, the Peg Balance Sheet, the Preliminary Closing
          Balance Sheet, Seller's Letter, Buyer's Letter and any other relevant
          correspondence between the parties. The Accounting Arbitrator must,
          within 30 days from the date such documents are furnished, complete
          its review and render a written report setting forth its conclusion
          with respect to each of Seller's adjustments which were unresolved
          between the parties. The Accounting Arbitrator shall be granted access
          to the books and records of the Albany Business as well as the working


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<PAGE>


          papers or other documents which either party or its accountants may
          have which relate to the Preliminary Closing Balance Sheet and any
          other documents or information which the Accounting Arbitrator may
          deem appropriate. The parties shall have the right to submit written
          materials to the Accounting Arbitrator and make oral presentations all
          in accordance with procedures to be set forth in the engagement letter
          between the parties and the Accounting Arbitrator. The decision by the
          Accounting Arbitrator shall be in writing and delivered to both Buyer
          and Seller. The Accounting Arbitrator's decision shall be conclusive
          and binding upon the parties and may be entered and enforced in any
          court of competent jurisdiction. The parties agree to submit to the
          jurisdiction of any such court for the enforcement of such award or
          decision. Seller and Buyer shall each pay 50% of the fees and expenses
          of the Accounting Arbitrator. If the Accounting Arbitrator is engaged,
          the Final Closing Balance Sheet will be prepared by adjusting the
          Preliminary Closing Balance Sheet for any of Seller's adjustments
          accepted by Buyer's Letter, those agreed to by the parties and those
          determined by the Accounting Arbitrator.

               (f) Positive or Negative Purchase Price Adjustment. When the
          Final Closing Balance Sheet is determined pursuant to the provisions
          of paragraphs (b), (c), (d) and (e), then the net asset/equity value
          set forth on such Final Closing Balance Sheet will be the Final Net
          Asset Value and the Final Net Asset Value so determined shall be
          compared to the net asset/equity amount set forth on the Peg Balance
          Sheet (the "Peg Value"). If the Peg Value is more than the Final Net
          Asset Value, the Seller shall pay to Buyer an amount equal to the
          difference. Payment of such amount shall be made in cash within three
          days of determination of the Final Closing Balance Sheet by wire
          transfer to the Buyer's account. If the Final Net Asset Value is more
          than the Peg Value, the Buyer shall pay to Seller an amount equal to
          the difference in cash by wire transfer to the account of Seller
          within three days of determination of the Final Closing Balance Sheet.

         1.4   Payment. The Purchase Price shall be paid to Seller at the
     Closing, by wire transfer of the Purchase Price in immediately available
     funds to Seller's accounts as directed by Seller at the Closing.

         1.5   Delivery of Documents. On the Closing Date, Seller shall deliver
     to Buyer, effective as of the Closing Date, the following documents:

               (a) fully executed assignments of Membership Interest conveying
          to Buyer all right, title and interest in and to the entire Membership
          Interest;

               (b) the originals, as amended, of the Certificate of Formation,
          Company Agreement, minute book, membership interest ledger, company
          seal, and all other books and records of the Company, and to the
          extent in the possession of the Seller or the Company, books and
          records relating to the conduct of the Albany Business prior to the
          formation of the Company;

               (c) certificate from the Secretary of State of Delaware and each
          other state in which the Company is qualified to do business as a
          foreign entity indicating that the Company is in good standing under
          the laws of each such state; and

               (d) the resignations of all management committee members and
          officers of the Company effective as of the Closing.



                                       5
<PAGE>


         1.6   Closing. The consummation of the purchase and sale of the
     Membership Interest being transferred herein (the "Closing") shall take
     place at a place to be mutually agreed upon by Buyer and Seller on December
     20, 1999 commencing at 10:00 a.m., or at such other time as may be mutually
     agreed upon in writing by the Buyer and the Seller (the "Closing Date").

     2.  Representations and Warranties of Seller.

         Seller represents and warrants to Buyer as set forth in this Article 2.

         2.1   Company Status. The Company is a limited liability company duly
     organized, validly existing, and in good standing under the laws of the
     State of Delaware. It has full power and authority to own or lease its
     property and assets and to carry on its business as it has been, and is,
     conducted. Schedule 2.1 sets forth those jurisdictions in which the Company
     is qualified to do business as a foreign entity. True, accurate, and
     complete copies of the Articles of Organization, Company Agreement,
     minutes, and membership interest books of the Company, as amended to date,
     have been delivered to Buyer prior to or on the date this Agreement is
     executed, and there have been no transactions involving the business of the
     Company which, according to accepted legal practice, should have been set
     forth in such books other than those in fact set forth therein. The minute
     books of the Company contain complete and accurate records of all material
     actions of the members and management committee of the Company. A true,
     accurate, and complete list of names and addresses of all management
     committee members and officers of the Company has been delivered to Buyer
     prior to the date this Agreement is executed.

         2.2   Ownership of Membership Interest.. At the Closing, Seller shall
     own the entire Membership Interest free and clear of liens and encumbrances
     of any nature or kind. No portion of the Membership Interest will be
     subject to preemptive rights, options or other agreements of any kind. The
     Company has not issued or sold, nor is there outstanding any other
     membership interest, stock, bond, warrants, options, convertible
     debentures, or other securities of the Company of any nature whatsoever
     except those interests held by Wyman-Gordon Investment Castings, Inc. and
     TIMET Castings Corporation which interests shall have been acquired by
     Seller by the Closing. Neither the Company nor Seller has any commitment,
     either firm or conditional, to sell, issue, purchase or repurchase any
     membership interest, stock or other securities or any rights with respect
     thereto of the Company except with respect to the right of Seller to
     acquire the Membership Interest of TIMET Castings Corporation. In addition,
     except as set forth in Schedule 2.2, the Company has not declared or made,
     or agreed to declare or make, any payment or distribution to members or to
     purchase, redeem, or acquire, directly or indirectly, any portion of any
     member's portion of the Membership Interest.

         2.3   Real Property. Attached hereto as Schedule 2.3 is an accurate and
     complete list of all Real Estate owned and leased by the Company. With
     respect to Real Estate owned by the Company, the Company has good and
     marketable title to all such property free and clear of any liens,
     encumbrances, claims, or charges (except for taxes in the ordinary course
     not yet due or payable). With respect to Real Estate leased by the Company,
     the Company is not in default under any such lease nor does the Seller or
     the Company have knowledge of any condition which has a material adverse
     effect on the Company's occupancy and use of any such leased Real Estate
     pursuant to the terms of any such lease. The Company does not have any


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<PAGE>


     contractual obligations to purchase or acquire any other interest in real
     property. There are not any condemnation, zoning or other land-use
     proceedings, either instituted or, to the best of Seller's or Company's
     knowledge, planned, which affect the Real Estate nor has Seller or the
     Company received any notice of any special assessment proceedings which
     affect the Real Estate. There are now in full force and effect duly issued
     certificates of occupancy permitting the Real Estate and improvements
     located thereon to be legally used and occupied as the same are now
     constituted. All of the Real Estate has permanent rights of access to
     dedicated public highways. No fact or condition exists which would prohibit
     or adversely affect the ordinary rights of access to and from the Real
     Estate from and to the existing highways and roads and there is no pending
     or, to the Knowledge of the Seller and Company, threatened restriction or
     denial, governmental or otherwise, upon such ingress and egress. There is
     not, to the Knowledge of the Seller and Company, (i) any claim of adverse
     possession or prescriptive rights involving any of the Real Estate, (ii)
     any structure located on any Real Estate which encroaches on or over the
     boundaries of neighboring or adjacent properties or (iii) any structure of
     any other party which encroaches on or over the boundaries of any such Real
     Estate. No public improvements have been commenced and, to the Company's
     and Seller's Knowledge, none are planned which in either case may result in
     special assessments against or otherwise materially adversely affect any
     Real Estate. Neither Company nor Seller has notice or Knowledge of any (i)
     planned or proposed increase in assessed valuations (other than annual
     valuations performed under Oregon law) of any Real Estate, (ii) order
     requiring repair, alteration, or correction of any existing condition
     affecting any Real Estate or the systems or improvements thereat (except as
     set forth in Schedule 2.30), (iii) condition or defect which could give
     rise to an order of the sort referred to in "(ii)" above or (iv) any
     structural, mechanical, or other defects of material significance affecting
     any Real Estate or the systems or improvements thereat (including, but not
     limited to, inadequacy for normal use of mechanical systems or disposal or
     water systems at or serving the Real Estate) except as otherwise set forth
     in Schedule 2.3.

         2.4   Authorization. Seller has full power and authority and is duly
     authorized to enter into this Agreement and to consummate the transactions
     contemplated under this Agreement; and this Agreement, when executed,
     constitutes the legal, valid, and binding obligation of each Seller,
     enforceable against Seller in accordance with the terms and conditions set
     forth in this Agreement subject to any applicable bankruptcy, insolvency,
     or other laws affecting creditors' rights generally.

         2.5   Subsidiaries. The Company does not have any subsidiaries, nor
     does it directly or indirectly own or have any investment in any capital
     stock or any other proprietary interest in any other entity.

         2.6   Financial Statements. Seller has delivered to Buyer copies of
     income and cash flow statements of the Albany Business for the twelve month
     periods ending on May 31, 1997, May 31, 1998 and May 31, 1999, respectively
     as well as the balance sheet of the Albany Business as of May 31, 1996, May
     31, 1997, May 31, 1998 and May 31, 1999 (collectively, the "Financial
     Statements"). Copies of the Financial Statements are attached as Schedule
     2.6. To the extent that the Financial Statements reflect the conduct and
     condition of the Albany Business on and after August 1, 1998 (the date on
     which the Company began operating the Albany Business), the Financial
     Statements, except as set forth in Schedule 2.6, have been prepared in
     accordance with Generally Accepted Accounting Principles ("GAAP"), are
     true,



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<PAGE>


     correct and complete in all material respects and fairly reflect the
     financial position and results of operations of the Albany Business as of
     the date and for the respective periods indicated. To the extent that the
     Financial Statements reflect the conduct and condition of the Albany
     Business prior to August 1, 1998, such Financial Statements, to the
     knowledge of Seller and the Company based on representations made by TIMET
     in the Asset Contribution Agreement, fairly reflect the financial position
     and results of operations of the Albany Business as of the date and for the
     respective periods indicated. The individual line items reflected on the
     Peg Balance Sheet have been prepared in accordance with principles,
     practices and procedures consistent with those employed in preparing the
     Financial Statements.

         2.7   No Material Adverse Change. Since May 31, 1999,

               (a) except as set forth in Schedule 2.7(a), there have been no
          changes in the assets, properties, business, operations or condition
          (financial or otherwise) of the Albany Business which either
          individually or in the aggregate materially and adversely affect the
          Albany Business, nor does the Seller have reason to know of any change
          that is threatened, nor has there been any damage, destruction or loss
          materially and adversely affecting the assets, properties, business,
          operations or condition (financial or otherwise) of the Albany
          Business, whether or not covered by insurance; and

               (b) except as set forth in Schedule 2.7(b), the Albany Business
          has not:

                   (i)   incurred any indebtedness for borrowed money;

                   (ii)  declared or paid any distribution of any kind to its
               members or made any direct or indirect redemption, retirement,
               purchase or other acquisition of any portion of the Membership
               Interest;

                   (iii) made any loan or advance to any of its members,
               officers, managers, employees, consultants, agents or other
               representatives (other than travel advances made in the ordinary
               course of business), or made any other loan or advance otherwise
               than in the ordinary course of business;

                   (iv)  made any payment or commitment to pay any severance or
               termination pay to any of its officers, managers, employees,
               consultants, agents or other representatives, other than payments
               to, or commitments to pay, persons made in the ordinary course of
               business;

                   (v)   except in the ordinary course of business, sold,
               abandoned or made any other disposition of any of its assets or
               properties, acquired inventory or equipment, granted or suffered
               any lien or other encumbrance on any of its assets or properties;
               entered into or amended any contract or other agreement to which
               it is a party, or by or to which it or its assets or properties
               are bound or subject, or pursuant to which it agrees to indemnify
               any party or to refrain from competing with any party;

                   (vi)  except for inventory or equipment acquired in the
               ordinary course of business, made any acquisition of all or any
               part of the assets, properties, capital stock or business of any
               other person;



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<PAGE>


                   (vii) incurred any contingent liability as a guarantor or
               otherwise with respect to the obligations of others or canceled
               any material debt or claim owing to, or waived any material right
               of, the Albany Business;

                   (viii) made any change in accounting methods or practices,
               credit practices or collection policies used by the Albany
               Business; or

                   (ix)  made any commitment to make any future payments for
               capital equipment or repairs;

                   (x)   entered into any lease (whether as lessor or lessee);

                   (xi)  made any increases in salaries, wages or benefits; and

               (c) the Company has conducted the Albany Business only in the
          ordinary course and consistently with its prior practices.

         2.8   Accounts Receivable. Except as set forth in Schedule 2.8, each
     account and note receivable (as encompassed within the Financial
     Statements) represents a sale in the ordinary course of the Albany
     Business's business and neither Seller nor the Company has any knowledge of
     any disputes concerning the goods and services subject to such sales, the
     price or terms relative to such sale, or of any pending insolvency or
     setoffs or other proceedings involving the purchasers of such goods and
     services. Except as set forth in Schedule 2.8, the Albany Business has no
     accounts or notes receivable from any Affiliate of the Company or from any
     member, manager, officer or employee of the Albany Business.

         2.9   Inventory. Except as set forth in Schedule 2.9, (i) the inventory
     of the Albany Business (including that reflected on the Financial
     Statements and any inventory thereafter acquired by the Albany Business) is
     and will be in good and merchantable condition and suitable and saleable or
     usable in the manufacture of saleable finished goods in the ordinary course
     of business and (ii) the values of the inventories stated in the Financial
     Statements reflect the lower of cost or market in accordance with GAAP.
     Purchase commitments for raw materials and parts are not in excess of
     normal requirements. Since May 31, 1999, the Albany Business has not sold
     any inventory items nor entered into any commitment for the sale of any
     inventory items except for sales or commitments made in the ordinary course
     of business.

         2.10  Assets. The Company has no assets other than those of the Albany
     Business. Attached to this Agreement as Schedule 2.10 is a listing of all
     the material fixed assets of the Albany Business as of the date set forth
     therein. None of the fixed assets of the Albany Business is held or will be
     held as of the Closing Date by the Albany Business as lessee under any
     lease or as a conditional sale vendee under a conditional sales contract or
     other title retention agreement, except as otherwise provided in Schedule
     2.10. None of the fixed assets of the Albany Business are subject to any
     valid option or other right of any third party to acquire any interest in
     any such assets. The Albany Business does not have any material assets that
     are not fully reflected in the Financial Statements or the Schedules to
     this Agreement, except those assets acquired since the date of the
     Financial Statements in the ordinary course of



                                       9
<PAGE>

     business, and which in the aggregate have no material adverse effect on the
     financial condition or the conduct of the Albany Business.

         2.11  Undisclosed Liabilities. The Company has no liabilities other
     than those of the Albany Business. The Albany Business has no liabilities
     or obligations (accrued, absolute or contingent), other than those set
     forth on the Financial Statements, except as are listed in attached
     Schedule 2.11 and except as would not have a material adverse effect on the
     results of operations and conduct of business of the Albany Business. The
     Albany Business has no liability or obligation (absolute or contingent) to
     provide funds to or on behalf of, or to guarantee or assume any debt,
     liability, or obligation of, any corporation, partnership, association,
     limited liability company, joint venture, individual, or other person,
     except as otherwise provided in Schedule 2.11.

         2.12  Litigation.  Except as set forth in Schedule 2.12.

               (a) There are no proceedings, actions or claims pending or
          threatened which would limit, impair, or adversely affect any of the
          transactions completed by this Agreement or any of the Albany
          Business' powers, rights, or privileges, which would materially limit
          or impair the value of the Albany Business' assets or property or
          which would result in a dissolution of the Company, including, without
          limitation, any proceedings under bankruptcy or insolvency statutes;

               (b) There are no judgments, decrees, injunctions, or court or
          administrative orders outstanding against the Company.

               (c) There are no suits, proceedings, or counterclaims (including,
          except as set forth in Schedule 2.30, any administrative charges or
          complaints) in law or in equity pending against the Company, its
          properties, or businesses.

               (d) There are no actions or proceedings pending in which the
          Company is the plaintiff or petitioner.

         2.13  Personal Property. Except as set forth in Schedule 2.13, the
     Company has good and marketable title to all personal property, including,
     without limitation, all personal property reflected on the Financial
     Statements and in Schedule 2.10 and all personal property acquired by the
     Albany Business since the date of the Financial Statements (except such
     personal property as has been disposed of in the ordinary course of
     business), free and clear of any lien, encumbrance, claim, or charge
     whatsoever. All machinery, tools, equipment, and other tangible personal
     property owned or leased by the Company which are used, usable by, or
     useful to the Albany Business in the ordinary course of business are in
     good operating condition, reasonable wear and tear excepted, and in a state
     of reasonable maintenance and repair.

         2.14  Contracts. Attached hereto as Schedule 2.14 is a true and
     complete list of the following written contracts, agreements, or
     commitments to which the Albany Business is party or by which the assets of
     the Albany Business may be bound:

               (a) contracts and other agreements with any current or former
          officer, manager, member, employee, consultant, agent or other
          representative of the Albany Business and



                                       10
<PAGE>


          contracts and other agreements for the payment of fees or other
          consideration to any entity in which any officer, manager or member of
          the Albany Business has an interest;

               (b) contracts and other agreements with any labor union or
          association representing any employee of the Albany Business or
          otherwise providing for any form of collective bargaining;

               (c) contracts and other agreements for the purchase and sale of
          materials, supplies, equipment, merchandise or services that contain
          an escalation, renegotiation or redetermination clause or that
          obligate the Albany Business to purchase all or substantially all of
          its requirements of a particular product or material from a supplier,
          or for periodic minimum purchases of a particular product or material
          from a supplier;

               (d) contracts and other agreements for the sale of any of the
          assets or properties of the Albany Business other than in the ordinary
          course of business or for the grant to any person of any options,
          rights, or preferential or similar rights to purchase any such assets
          or properties;

               (e) partnership or joint venture agreements;

               (f) contracts or other agreements under which the Albany Business
          agrees to indemnify any party or to share the tax liability of any
          party;

               (g) contracts, options and other agreements for the purchase of
          any asset, tangible or intangible calling for an aggregate purchase
          price or payments in any one year of more than $100,000 in any one
          case (or in the aggregate, in the case of any related series of
          contracts and other agreements);

               (h) contracts and other agreements that cannot by their terms be
          canceled by the Albany Business and any successor or assignee of the
          Albany Business without liability, premium or penalty on no more than
          thirty days notice;

               (i) contracts and other agreements with customers or suppliers
          for the sharing of fees, the rebating of charges or other similar
          arrangements;

               (j) contracts and other agreements containing covenants of the
          Albany Business not to compete in any line of business or with any
          person or covenants of any other person not to compete with the Albany
          Business in any line of business;

               (k) contracts and other agreements relating to acquisition by the
          Albany Business of any operating business or an ownership interest in
          any other entity;

               (l) contracts and other agreements requiring the payment to any
          person of a commission or fee, including contracts or other agreements
          with consultants which provide for aggregate payments in excess of
          $50,000;

               (m) contracts, indentures, mortgages, promissory notes, loan
          agreements, guaranties, security agreements, pledge agreements, and
          other agreements relating to the borrowing of money or securing of any
          such liability;



                                       11
<PAGE>


               (n) distributorship or licensing agreements;

               (o) contracts under which the Albany Business will acquire or has
          acquired ownership of, or license to, intangible property (including
          software other than software licensed by the Albany Business as end
          user for less than $50,000);

               (p) leases, subleases or other agreements relating to real or
          personal property to which the Albany Business is a party; and

               (q) any other material contract or other agreement whether or not
          made in the ordinary course of business that has or may have a
          material adverse effect on the business or prospects, condition,
          financial or otherwise, of the Albany Business or any of its assets or
          properties.

          Seller has caused to be delivered or made available to Buyer true and
          complete copies of all such contracts, agreements and commitments (and
          all amendments, waivers or other modifications thereto). All such
          contracts, agreements, and commitments are valid, in full force and
          effect, and binding and enforceable on all parties thereto in
          accordance with their respective terms. To the knowledge of the Seller
          and the Company, no occurrence or circumstance exists which
          constitutes a breach or default, by the Company or any other party, or
          which by lapse of time and/or giving of notice would constitute a
          breach or default by the Company under any such contract, agreement,
          or commitment.

         2.15  Finders or Brokers. Except as set forth in Schedule 2.15, the
     Seller has not employed any agent, investment banker, financial advisors,
     broker, finder or intermediary in connection with the transactions
     contemplated hereby who might be entitled to a fee or commission in
     connection with this Agreement and the transactions contemplated hereby.

         2.16  Customers. Schedule 2.16 sets forth the five customers who
     accounted for the largest sales of the Albany Business for each of the last
     two fiscal years (the "Customers"). The relationships of the Albany
     Business with its Customers are generally good commercial working
     relationships. The Seller and the Company have no knowledge of any plan,
     intention or threat of any such Customer to terminate, cancel or otherwise
     materially and adversely modify its relationship with the Albany Business.

         2.17  Suppliers. Schedule 2.17 sets forth the five suppliers who
     accounted for the largest purchases of raw materials and products used by
     the Albany Business for each of the last two fiscal years (the
     "Suppliers"). The relationships of the Albany Business with its Suppliers
     are generally good commercial working relationships. The Seller and the
     Albany Business have no knowledge of any plan, intention or threat of any
     such Supplier to terminate, cancel or otherwise materially and adversely
     modify its relationship with the Albany Business.

         2.18  Intellectual Property. For purposes of this Section 2.18, the
     term "Intellectual Property" shall mean (i) all patents, patent rights,
     patent applications, trademarks, trademark applications, service marks,
     service mark applications, trade names, and copyrights licensed to, used
     by, owned by, claimed by, or registered in the name of the Albany Business,
     or in which the Albany Business has any rights; and (ii) all research data,
     market reports, distribution methods,



                                       12
<PAGE>


     customer lists, trade secrets, and other proprietary and intellectual
     property rights that the Albany Business claims or uses and that are not
     within the general knowledge of the industry; and (iii) all computer
     software licensed to, used by, owned by, or claimed by the Albany Business.

         Except as set forth in Schedule 2.18, the Albany Business owns (or
     possesses adequate licenses or other rights to), and has the right to own,
     use, sell, license, or dispose of all Intellectual Property, and, to the
     knowledge of Seller and the Company, its use, ownership, sales, and
     licensing of the Intellectual Property does not infringe on any other
     person's rights. To the knowledge of the Seller and the Company, no person
     is infringing upon the Albany Business's rights in and to the Intellectual
     Property. Rights of the Albany Business with regard to Intellectual
     Property include all rights necessary, required, or desirable for the
     conduct of the operations of the Albany Business as presently conducted. No
     claim is pending or, to the knowledge of the Seller and the Company,
     threatened to the effect that (i) the present or past usage of the
     Intellectual Property by the Albany Business or the operations of the
     Albany Business infringe upon or conflict with the asserted rights of any
     other person in respect of any Intellectual Property, or (ii) any
     Intellectual Property is invalid or unenforceable. No contract, agreement,
     or understanding with any party exists that would impede or prevent the
     continued existence of the entire right, title, and interest of the Albany
     Business in and to any Intellectual Property upon consummation of the
     transactions contemplated herein.

         Set forth in Schedule 2.18 is a list or brief description of each
     patent, patent right, patent application, trademark, trademark application,
     service mark, service mark application, trade name and copyright licensed
     to, used by, owned by, claimed by, or registered in the name of the Albany
     Business.

         Set forth in Schedule 2.18 is a list or brief description of each
     license granted by the Albany Business, or a joint venture including the
     Albany Business, to any person, corporation, partnership or unincorporated
     entity, or otherwise, for the use of any of the Intellectual Property and a
     notation of the contract or agreement pursuant to which each such license
     has been granted.

         2.19  Non-ERISA Employment Agreements and Plans. Set forth on Schedule
     2.19 is a complete list of each current employment contract entered into by
     the Albany Business, or by which the Albany Business is bound, and each
     deferred compensation, bonus, profit sharing, equity appreciation,
     incentive compensation, savings, change in control compensation, severance
     or termination pay agreement or plan, and any other employee benefit plan,
     agreement, arrangement, or commitment, whether formal or informal, not
     required to be listed on Schedule 2.20, maintained, entered into or
     contributed to by the Albany Business for the benefit of, or under which
     the Albany Business is liable for any amount or benefit to, any current or
     former manager, officer, employee, or independent contractor of the Albany
     Business or any predecessor entity to the Albany Business or of any joint
     venture to which the Albany Business is a party (the "Non-ERISA Plans").
     The Seller has caused to be delivered to Buyer true and correct copies of
     all plan documents, policy statements, or other available descriptions of
     each Non-ERISA Plan listed on Schedule 2.20. Non Non-ERISA Plan provides
     for any post-retirement benefit.



                                       13
<PAGE>


         2.20  Benefit Plans

               (a) Schedule 2.20 hereto sets forth a list of every Benefit Plan
          (as hereinafter defined) that is maintained by the Company or by an
          ERISA Affiliate (as hereinafter defined) with respect to the Albany
          Business. With respect to any Benefit Plan, there has been no failure
          to comply with any applicable provision of ERISA, the Code, and other
          federal or state law, or any agreement, which, in either case, would
          subject the Company or any ERISA Affiliate to liability (including,
          without limitation, through any obligation of indemnification or
          contribution) for any damages, penalties, or taxes, or any other loss
          or expense which has or reasonably could be expected to have a
          material adverse effect. No litigation or governmental administrative
          proceeding or investigation or other proceeding is pending or, to
          Seller's knowledge, threatened with respect to any such Benefit Plan.

               For purposes of this Section:

                   (1)   "Benefit Plan" means (A) all employee benefit plans
               within the meaning of ERISA Section 3(3) maintained by the
               Company, Seller or any ERISA Affiliate and (B) all stock option
               plans and stock purchase plans, in each case in which any Albany
               Business employee is eligible to participate.

                   (2)   An entity "maintains" a Benefit Plan if such entity
               sponsors, contributes to, or provides benefits under or through
               such Benefit Plan, or has any obligation (by agreement or under
               applicable law) to contribute to or provide benefits under or
               through such Benefit Plan, or if such Benefit Plan provides
               benefits to or otherwise covers employees of such entity (or
               their spouses, dependents or beneficiaries).

                   (3)   An entity is an "ERISA Affiliate" of the Company for
               purposes of this Section if the entity is any corporation, trade
               or business that is along with the Company, a member of a
               controlled group of corporations or a controlled group of trades
               or businesses, as described in Code ss.414(b) or 414(k),
               respectively, or ERISA ss.4001(b).

               (b) Neither the Company nor any ERISA Affiliate has incurred, nor
          does either reasonably expect to incur any liability under ERISA
          ss.4062 that could subject the assets of the Albany Business to a lien
          pursuant to ERISA ss.4068.

               (c) Each Benefit Plan that is intended to be qualified under
          Section 401(a) of the Code has received a determination letter from
          the Internal Revenue Service (the "IRS") that such Benefit Plan is so
          qualified, and to the knowledge of Seller, nothing has occurred since
          the date of such determination that could adversely affect the
          qualified status of such Benefit Plan

         2.21  Employee Relations. The Albany Business is not delinquent in
     payments to any of its employees or consultants for any wages, salaries,
     commissions, bonuses or other direct compensation for any services
     performed by them to the date hereof or amounts required to be reimbursed
     to such employees or consultants. Except as set forth in Schedule 2.21,
     upon termination of the employment of any of such employees, the Albany
     Business will not, by reason of anything done prior to the Closing, be
     liable to any of such employees for severance pay or any other payments
     (other than accrued salary, vacation or sick pay in accordance with the
     normal policies of the Albany Business). Except as set forth in Schedule
     2.21, there are no



                                       14
<PAGE>


     administrative charges or court complaints against the Albany Business
     concerning employment related matters.

         2.22  Backlog. Schedule 2.22 hereof sets forth the true and accurate
     backlog (as of the date set forth therein) of firm orders for the sale of
     products or services of the Albany Business for which revenues have not
     been recognized by the Albany Business.

         2.23  Compliance with Law. Except as set forth in Schedule 2.23 and
     except as would not have a material adverse effect on the Albany Business
     and subject to Section 2.30 hereof, the Albany Business conducts its
     business and utilizes its property in compliance in all material respects
     with all applicable statutes, regulations, orders, and restrictions of the
     United States of America, all applicable states and other subdivisions
     thereof, all applicable foreign jurisdictions, all agencies and
     instrumentalities of the foregoing, and all applicable national and
     international self-regulatory bodies and authorities in respect of the
     conduct of its business and ownership of its properties, and the
     regulations adopted under such statutes. Except as set forth in Schedule
     2.23 and Schedule 2.30, no claims, complaints, reports, or other documents
     have been issued by any governmental agency concerning the operations of
     the Albany Business.

         2.24  Bank Accounts. Attached to this Agreement as Schedule 2.24 is a
     true and complete list of all bank accounts (including, without limitation,
     all checking accounts, savings accounts, N.O.W. accounts, or similar
     accounts), safe deposit boxes, and money market fund accounts or similar
     deposit accounts of the Albany Business, together with a list of all
     authorized signatories relating to each account.

         2.25  Insurance. Set forth on Schedule 2.25 is a complete list and
     description of all policies of insurance including a list of all claims
     filed since August 1, 1998, together with the premiums currently payable
     thereon, providing for fire, property, casualty, business interruption,
     personal or product liability, workers' compensation, errors and omissions,
     and other forms of insurance coverage maintained by the Company or an
     Affiliate of the Company with regard to the Albany Business. There is no
     claim, action, suit, or proceeding arising out of or based upon any such
     policies of insurance, and the Seller and the Albany Business have no
     knowledge of the existence of any facts that would reasonably be expected
     to constitute a basis for any such claim, action, suit, or proceeding.
     There is no notice of any pending or threatened termination or premium
     increase, including a retroactive premium adjustment, or default or
     omission by the Albany Business with respect to any of such policies, and
     the Albany Business is in material compliance with all conditions contained
     therein.

         2.26  No Conflicts with Other Agreements. The execution, delivery, and
     performance of this Agreement and the consummation of the transactions
     contemplated hereby by Seller do not, and will not, violate any provisions
     of the Articles of Organization or Company Agreement of the Company or
     violate any provision of, or cause a default under, or result in the
     acceleration of any obligation under any agreement, instrument, lease,
     lien, judgment, statute, law, rule, or regulation to which the Seller or
     the Albany Business are a party or by which Seller or the Albany Business
     or the property of Seller or the Albany Business may be bound or affected,
     or conflict with or result in any breach of any of the terms, conditions,
     or provisions of, or constitute a default under, or result in the creation
     of any lien, security interest, charge, or encumbrance upon any of the
     assets of the Albany Business under any note, indenture, mortgage, lease,
     agreement, contract, purchase order, or other instrument or document to
     which the Albany



                                       15
<PAGE>


     Business is a party or by which it or any of its assets is bound or
     affected. The execution, delivery, and performance of this Agreement and
     the consummation of the transactions contemplated hereby by Seller does
     not, and will not, require the consent or approval of, or filing with, any
     court or administrative or governmental authority. The Seller has the legal
     right and power to enter into this Agreement and to carry out the
     transactions herein contemplated.

         2.27  Taxes. Seller has delivered to Buyer copies of all tax returns
     relating to the Company since August 1, 1998. Except as reflected on the
     Financial Statements, there are no outstanding claims against the Company
     for taxes (whether income taxes, employment taxes, withholding taxes,
     franchise taxes, sales or use taxes, license taxes, excise taxes, or
     otherwise) imposed by any federal, state, local, or other governmental
     agency, authority, or subdivision. All tax returns and reports of the
     Company required by law to be filed have been duly filed. All taxes,
     assessments, fees, penalties, interest, and other governmental charges
     (collectively, "Taxes") with respect to the Company and the Albany Business
     which are due and payable have been paid and all taxes to be payable and
     which are not yet due have been established as a reserve on the Financial
     Statements. The Albany Business will have no liability for taxes in excess
     of the amounts so paid or the reserves so established. No audit, dispute,
     or administrative proceeding relating thereto is pending or to the
     knowledge of Seller or the Company threatened.

         2.28  Licenses and Permits. The Albany Business has all permits,
     licenses, orders, and approvals of all federal, state, local, or foreign
     governmental or regulatory bodies, and of all other persons, firms, and
     entities required for it to own its assets and carry on its business as
     presently conducted. Schedule 2.28 sets forth a list of those permits,
     license, orders and approvals which the Company believes are material to
     the Albany Business. All such permits, licenses, orders, and approvals are
     in full force and effect, there have been no violations thereof by the
     Albany Business, and no suspension or cancellation or limitation of any of
     them is pending or threatened. Except as set forth on Schedule 2.28, none
     of such permits, licenses, orders, or approvals will be adversely affected
     by the consummation of the transactions described in this Agreement and
     will be in full force and effect after the Closing.

         2.29  Equipment Leases. Attached hereto as Schedule 2.29 is an accurate
     and complete list of all equipment leases to which the Albany Business is a
     party, including the name and address of the parties, the expiration date
     of the lease, the monthly rent, and any additional rent payable under such
     lease. True and complete copies of all such leases and any amendments
     thereto have been delivered to Buyer. The Albany Business and each other
     party thereto is in good standing under each such lease, and has received
     no notice of default from any other party thereto nor any notice of
     noncompliance with applicable state, federal, or municipal regulations; the
     Albany Business has no obligation under such lease which it has not fully
     performed, and Seller is not aware of any expenditures which are likely to
     be required under the provisions of any such lease for any purpose other
     than payment of rent.

         2.30  Environmental Matters.

               (a) For purposes of this Section 2.30, the following terms shall
          have the meanings set forth below:



                                       16
<PAGE>


               "Hazardous Substances" means (i) a pollutant, contaminant or
          hazardous substance as defined in the Comprehensive Environmental
          Response, Compensation and Liability Act, 42 U.S.C.ss. 9600 et seq.,
          and its accompanying regulations ("CERCLA") or (ii) any hazardous
          waste as defined in the Resource Conservation and Recovery Act, 42
          U.S.C.ss. 6901 et seq.., and its accompanying regulations ("RCRA").

               "Environmental Laws" means (i) CERCLA; (ii) RCRA; (iii) the Clean
          Air Act; (iv) the Water Pollution Control Act; (v) the Toxic
          Substances Control Act; (vi) the Occupational Safety and Health Act;
          (vii) the State of Oregon counterparts to these laws, and (viii) any
          regulations which are promulgated pursuant to the foregoing laws.

               (b) Except as specifically set forth in Schedule 2.30(b) and
          except in material compliance with Environmental Laws, the Albany
          Business, during any time from and after August 1, 1998, has not
          engaged in the handling, treatment, storage, use, generation, release,
          dumping, or disposal of any Hazardous Substances. Except as set forth
          in Schedule 2.30(b) and except in material compliance with
          Environmental Laws, no Hazardous Substances, during any time from and
          after August 1, 1998, have been released on, under, in or to the Real
          Estate in any quantity or concentration that requires reporting under
          any Environmental Law or in any manner that is reasonably likely to
          have a material adverse effect on the Albany Business.

               (c) To the knowledge of the Seller and the Company, except as
          specifically set forth in Schedule 2.30(c), no underground storage
          tanks are located on the Real Estate.

               (d) Except as specifically set forth in Schedule 2.30(d), the
          Albany Business's activities on the Real Estate comply with all
          Environmental Laws except as would not have a material adverse effect
          on the Albany Business. All permits under Environmental Laws necessary
          for the operation of the Albany Business as presently conducted are
          listed in Schedule 2.30(d).

               (e) Except as specifically set forth in Schedule 2.30(e), (i)
          there are no outstanding orders, judgments, or decrees of any court or
          of any governmental agency or instrumentality under any Environmental
          Law which specifically apply to the Albany Facility; and (ii) the
          Company has not received from any governmental agency or
          instrumentality or any other person notice that it has been named as a
          responsible or potentially responsible party under any Environmental
          Law for any site contaminated by Hazardous Substances.

         2.31  Warranty Claims. Except as set forth on Schedule 2.31, neither
     the Seller nor the Company has any knowledge of any existing or threatened
     warranty claims related to products previously delivered by the Albany
     Business.

         2.32  Year 2000 Issues. The Albany Business has completed reviews of
     those computers and imbedded systems which it believes could be susceptible
     to faults as a result of an inability to recognize dates in the calendar
     year 2000. To the Knowledge of the Seller and the Albany Business based
     upon such reviews, the arrival of the calendar year 2000 will not result in
     a fault in any computer or imbedded system which would give rise to a
     material adverse effect on the Albany Business.



                                       17
<PAGE>


     3.  Representations and Warranties of Buyer

         Buyer hereby represents and warrants to Seller the following:

         3.1   Corporate Status. Buyer is a corporation duly organized, validly
     existing, and in good standing under the laws of the State of Nevada.

         3.2   Authorization. Buyer has full power and authority to enter into
     this Agreement and to consummate the transactions contemplated under this
     Agreement; all necessary corporate action shall be duly taken in order to
     authorize and ratify the execution and consummation of this Agreement; and
     this Agreement constitutes the legal, valid, and binding obligation of
     Buyer, enforceable in accordance with its terms and conditions, except as
     enforceability may be limited by general principles of equity and laws
     affecting rights of creditors generally.

         3.3   No Conflict with Other Agreements. Neither the execution and
     delivery of this Agreement nor the consummation of the transactions
     contemplated by this Agreement will conflict with, or result in a breach of
     (a) any of the terms, conditions, or provisions of any law or any
     regulation, order, writ, injunction, or decree of any court or government
     instrumentality; (b) the Articles of Incorporation or Bylaws of the Buyer;
     (c) and any agreement or other instrument to which the Buyer is a party, or
     by which it is bound. All consents of third parties which may be required
     of Buyer with respect to the transactions contemplated by this Agreement
     have been obtained.

     4.  Covenants of the Seller

         4.1   Conduct of Albany Business of the Albany Business.

               (a) From the date hereof through the Closing Date, the Seller, to
          the extent that Seller is allowed to exert any control over the Albany
          Business pursuant to the Agreement Containing Consent Orders, will
          cause the Company to take such reasonable actions as may be necessary
          to preserve the business organization of the Albany Business intact;
          keep available to the Albany Business the services of all current
          employees and consultants; and preserve for the Buyer the goodwill of
          the suppliers, customers, employees, and others having business
          relations with the Albany Business;

               (b) From the date hereof through the Closing Date, except as
          otherwise permitted by this Agreement or consented to in writing by
          Buyer, the Seller, to the extent that Seller is allowed to exert any
          control over the Albany Business pursuant to the Agreement Containing
          Consent Orders, will cause the Company to continue the operation of
          the Albany Business in the ordinary course and maintain the assets,
          properties, and rights of the Albany Business in at least as good
          order and physical condition as exists on the date hereof, subject to
          ordinary wear and tear. Without limiting the generality of the
          foregoing, except as otherwise permitted by this Agreement or
          consented to in writing by Buyer, the Seller, to the extent that
          Seller is allowed to exert any control over the Albany Business
          pursuant to the Agreement Containing Consent Orders, will not and will
          not permit the Company or the Albany Business to,

                   (i)     incur any obligation or liability (absolute, accrued,
               contingent, or other), or increase the amount outstanding under
               any existing obligation of the Company or the Albany Business,
               including as a result of any draw under any line of credit,
               except in the ordinary course of business and consistent with the
               Albany Business's past business practices;



                                       18
<PAGE>


                   (ii)    extend or defer the payment or satisfaction of any
               obligation or liability (absolute, accrued, contingent, or other)
               beyond the time that such payment or satisfaction would have been
               due or paid pursuant to the terms of the instrument creating such
               obligation or liability except in the ordinary course of business
               and consistent with the Albany Business's past business
               practices;

                   (iii)   accelerate or attempt to accelerate the collection of
               any account receivable or bill for, or collect for goods sold or
               to be sold or services rendered or to be rendered prior to the
               time that such receivable or amount would have been posted or
               collected under the terms of the instrument creating such
               receivable except in the ordinary course of business and
               consistent with the Albany Business's past business practices;

                   (iv)    transfer any asset to, pay any commission, salary,
               bonus, rent, or fee to, or make or receive any loan to or from
               any member or any relative or affiliate of any member, or redeem
               or purchase any of its portion of the Membership Interest, or
               agree to take any such action;

                   (v)     establish, increase, decrease, or eliminate any
               reserve for taxes or other liabilities, except through the
               payment of such taxes or other liabilities (except for any
               adjustment in any reserve for taxes in the ordinary course of
               business and consistent with the Albany Business's past business
               practices);

                   (vi)    sell, assign, lease, or otherwise transfer or dispose
               of any of the Real Estate or personal property or equipment of
               the Company or the Albany Business, except for the replacement of
               any worn out equipment in the ordinary and usual course of
               business;

                   (vii)   mortgage, pledge, or subject to lien, charge, or
               other encumbrance any of the Real Estate or personal property or
               equipment of the Company or the Albany Business;

                   (viii)  cancel any debt or claim, or waive any right;

                   (ix)    grant any increase in the compensation payable to any
               member, officer, consultant, employee, or agent of the Albany
               Business or terminate or hire any new employee, agent, or
               consultant except in the ordinary course of business;

                   (x)     enter into or agree to enter into any transaction
               with or for the benefit of any member or any relative or
               Affiliate of any member;

                   (xi)    issue, sell, or transfer, or agree to issue, sell, or
               transfer, any bond, debenture, or other security of the Company;

                   (xii)   make any distributions or dividends to the members of
               the Company (except that Seller may cause cash to be distributed
               from the Company to Seller from time to time so long as such
               distribution does not result in a material adverse effect on the
               Albany Business), conduct any transactions in the Membership
               Interest, or allow the exercise of any outstanding warrants,
               options, or puts of securities of the Albany Business;



                                       19
<PAGE>


                   (xiii)  enter into or amend any contract for the employment
               of any officer, manager, employee, or other person on a
               full-time, part-time, or consulting basis that is not terminable
               by the Albany Business upon notice of thirty days or less without
               cost or other liability to the Albany Business or any successor
               thereof, except for accrued vacation pay and for past services;

                   (xiv)   enter into any leases, agreements, contracts, or
               other commitments, whether written or oral, other than
               commitments for the purchase or sale of inventory or supplies
               (in each case entered into in the ordinary and regular course of
               business of the Albany Business);

                   (xv)    materially modify, amend, supplement, or extend any
               material contract;

                   (xvi)   institute, terminate, or settle any administrative or
               judicial proceedings;

                   (xvii)  defer making any payment or a contribution under any
               ERISA Plan or Non-ERISA Plan or incur any obligation to make any
               such payment or contribution beyond the time that such would have
               been made or incurred in the ordinary course of business and
               consistent with the Albany Business's past practices;

                   (xviii) amend the Articles of Organization of the Company;

                   (xix)   make any change in any of the Company's methods of
               tax reporting or accounting; or

                   (x)     change the banking or safe deposit arrangements of
               the Albany Business.

         4.2   Actions. To the extent that Seller is allowed to exert any
     control over the Albany Business pursuant to the Agreement Containing
     Consent Orders, the Seller shall (i) take or cause to be taken all actions
     as may be necessary to keep accurate as of the Closing Date all
     representations and warranties of Seller, (ii) refrain from taking or
     causing to be taken any action that would render any of such
     representations or warranties inaccurate as of the Closing Date, and (iii)
     take or cause to be taken all steps as may be necessary and obtain all
     agreements as may be necessary to perform or cause to be satisfied each
     covenant or condition as provided under this Agreement.

         4.3   Additional Further Action. If, at any time after the Closing, the
     Buyer or the Company shall consider or be advised that any deeds, bills of
     sale, assignments, assurances of any other actions or things are necessary
     or desirable to vest, perfect, or confirm of record or otherwise in Buyer,
     the Company or the Albany Business its right, title, or interest in, to, or
     under any of the rights, properties, or assets acquired as a result of, or
     in connection with, this Agreement or to otherwise carry out any of the
     terms or provisions of this Agreement, the Seller, upon notice from the
     Buyer or the Company, shall execute and deliver all such deeds, bills of
     sale, assignments, and assurances and to take and do all such other actions
     and things as may be necessary or desirable to vest, perfect, or confirm
     any and all right, title, and interest in, to, and under such rights,
     properties, or assets in Buyer or the Company or to otherwise carry out
     this Agreement.



                                       20
<PAGE>


         4.4   Affirmative Obligations. From the date hereof through the Closing
     Date, the Seller will, or will cause the Company and the Albany Business
     to,

               (a) comply in all material respects with all applicable laws and
          regulations; and

               (b) permit Buyer to contact agents, customers, and suppliers of
          the Albany Business to discover and confirm the nature of such agents,
          customers and suppliers' business relationship with the Albany
          Business and to preserve for Buyer the goodwill of the agents,
          suppliers, customers, and others having business relations with the
          Albany Business, provided that Buyer does not disclose the terms of
          this Agreement to any of such persons or entities without the Seller's
          prior written consent.

         4.5   Cooperation with FTC. Buyer hereby expressly acknowledges that
     consummation of the transactions contemplated hereby is subject to the
     approval of the FTC in connection with the FTC's review of the Tender Offer
     and the other transactions contemplated by the Merger Agreement. Buyer
     covenants and agrees to use its commercially reasonable efforts to obtain
     and furnish any information requested by the FTC regarding Buyer or the
     transactions contemplated hereby and to otherwise cooperate with Seller in
     obtaining approval by the FTC of this Agreement and the transactions
     contemplated hereby. Seller shall use commercially reasonable efforts to
     obtain the approval of this Agreement and the transactions contemplated
     hereby by the FTC.

         4.6   Non-Solicitation/Employment Obligations. From the date hereof
     through and including that date which is eighteen (18) months after the
     Closing, neither Seller nor any Affiliate of Seller shall employ or make
     any offers of employment to any Key Employee of the Albany Business unless
     the employment of any such Key Employee is involuntarily terminated from
     the Albany Business. For purposes hereof, the term "Key Employee" shall
     mean those employees specifically designated as Key Employees of the Albany
     Business pursuant to the Agreement Containing Consent Orders.

         4.7   Accrual of Stay Bonuses and Management Incentive Bonuses.
     Pursuant to the Agreement Containing Consent Orders, Seller has agreed
     with the FTC to provide incentive bonuses ("Stay Bonuses") for Key
     Employees who continue their employment with the Albany Business through
     the Closing. The Seller and Buyer have agreed that, for administrative
     convenience, such Stay Bonuses will be paid by the Company through the
     payroll of the Albany Business. In this regard, Seller, prior to the
     Closing, shall cause to be accrued on the books of the Albany Business a
     liability for such Stay Bonuses and will also endeavor to leave sufficient
     cash in the payroll account of the Albany Business to enable the Company
     to pay such Stay Bonuses and associated withholding immediately after the
     Closing. Similarly, Seller has agreed that certain top management
     employees of the Albany Business will be entitled at the time of Closing
     to payments under the Management Incentive Plan maintained by Seller for
     such employees. Again, for administrative convenience, the Seller and
     Buyer have agreed that such management incentive bonuses shall be paid
     through the payroll of the Albany Business. In this regard, Seller, prior
     to the Closing, shall cause to be accrued on the books of the Albany
     Business a liability for such management incentive bonuses and will also
     endeavor to leave sufficient cash in the payroll account of the Albany
     Business to enable the Company to pay such management incentive bonuses
     and associated withholding immediately after the Closing.



                                       21
<PAGE>


         4.8   Termination of Company Agreement. Prior to the Closing, Seller
     shall cause the Company Agreement to be terminated and of no further force
     and effect.

     5.  Conditions to Obligations of Buyer

     The obligations of Buyer under this Agreement are subject to the
satisfaction of all of the following conditions prior to or at Closing, unless
waived by Buyer in writing:

         5.1   Representations and Warranties. All of the representations and
     warranties by Seller contained in this Agreement shall have been true in
     all material respects when made and as of the Closing Date except as would
     not have a material adverse effect on the Albany Business; and, with
     respect to any representation or warranty made to Seller's Knowledge, the
     underlying facts and circumstances shall have been true in all material
     respects except as would not have a material adverse effect on the Albany
     Business.

         5.2   Material Performance by Seller. Seller shall have performed and
     complied or caused to be performed or complied, in either case in all
     material respects, with all agreements and conditions required by this
     Agreement to be performed or complied with by the Seller or the Albany
     Business prior to the Closing Date.

         5.3   No Material Adverse Change. There shall not have occurred, nor
     shall there exist as of the Closing, any event or set of circumstances that
     constitutes or has resulted in a material adverse change in the financial
     condition, properties or results of operation of theAlbany Business.

         5.4   Books and Records. At Closing, Seller shall have delivered to the
     Buyer original documents and any copies pertinent to the Company and the
     Albany Business, including minute books, membership interest ledgers,
     company seals and all contracts, leases correspondence, brochures and other
     written or printed matter belonging to the Albany Business.

         5.5   Certificate of Good Standing. At Closing, Seller shall have
     delivered to Buyer certificates indicating that the Company is in good
     standing under the laws of Delaware and in each jurisdiction in which it is
     qualified to do business as a foreign entity.

         5.6   Delivery of Certificates. Seller shall execute and deliver the
     assignments of membership interest.

         5.7   Resignation of Officers and Directors. The officers and
     management committee members of the Company shall have submitted their
     resignations to Buyer, with the exception of those officers designated as
     necessary on Exhibit 5.7 by Buyer.

         5.8   No Litigation. With the exception of the Agreement containing
     Consent Order with the FTC, no proceeding shall be pending or threatened
     before any court or any administrative or governmental authority to
     restrain or prohibit or to obtain damages or other relief in connection
     with the consummation of the transactions contemplated by this Agreement,
     and no investigation that might eventuate in any such proceeding shall be
     pending or threatened.



                                       22
<PAGE>


         5.9   FTC Approval. The FTC shall have indicated in writing to Seller
     that it deems Buyer to be an acceptable buyer of the Albany Business.

         5.10  Side Letter from TIMET. Seller shall have delivered to Buyer a
     letter from TIMET acknowledging TIMET's consent that the rights of
     indemnication of the Company against TIMET pursuant to the Asset
     Contribution Agreement may be enforced on behalf of the Company either by
     the Company itself or by any Affiliate of the Company.


     6. Conditions to Obligations of the Seller

     The obligations of Seller under this Agreement are subject to the
satisfaction prior to or at Closing of all of the following conditions, unless
waived by Seller in writing:

         6.1   Representations and Warranties. All representations and
     warranties by Buyer contained in this Agreement shall be true and complete
     in all material respects as of the Closing Date.

         6.2   Complete Performance by Buyer. Buyer, in all material respects,
     shall have performed and complied with all agreements and conditions on its
     part required by this Agreement to be performed and complied with prior to
     or as of the Closing Date.

         6.3  Payment of Purchase Price. The Buyer shall have caused to be
     delivered to Seller the Purchase Price in the manner set forth inss.1.4.

     7. Transition.

         7.1   Employee Matters.

               (a) Termination of Participation in Seller Benefit Plans.

               As of the Closing Date, all Employees shall cease to participate
          in or benefit under Seller Benefit Plans. For purposes of this
          Agreement "Seller Benefit Plans" shall mean those Benefit Plans
          sponsored by the Seller or an ERISA Affiliate of the Seller other than
          the Company in which the Company was an adopting affiliate or whose
          Employees benefitted from under such Benefit Plans prior to the
          Closing Date.

               (b) Buyer COBRA Compliance.

               Buyer agrees that Buyer shall be responsible for providing
          Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")
          continuation coverage under Code ss.4980B to any person who is an M&A
          qualified beneficiary within the meaning of Prop. Treas. Reg. ss.
          54.4980B-9. If Buyer fails to fulfill its obligation to provide COBRA
          continuation coverage in accordance with this provision, Buyer shall
          indemnify and hold harmless the Seller and its ERISA Affiliates
          against any claim, cost, expense, liability, obligation, loss, or
          damage, including attorneys' fees sustained by such failure.



                                       23
<PAGE>


               (c) Direct Transfer of Balances in Seller's Savings and
          Investment Plan.

               Seller and Buyer shall take all necessary steps consistent with
          applicable law to provide that certain accounts under Seller's Savings
          and Investment Plan identified in Section 2.20 shall be transferred in
          a direct trustee-to-trustee transfer from Seller's Savings and
          Investment Plan to a plan maintained by Buyer which is subject to
          Section 401(k) of the Code ("Buyer's Plan"). Accounts transferred
          pursuant to the preceding sentence shall be all accounts under
          Seller's Savings and Investment Plan (including, to the extent
          reasonably feasible as determined by the administrator of Buyer's
          Plan, any then-outstanding participant loans) of Employees who are
          employees of the Company as of the day after the Closing Date. Such
          transfer shall be carried out as soon as reasonably practicable after
          the Closing Date. With respect to any such transferred participant
          loans, such transfer of currently outstanding loans under this
          provision is not intended to obligate Buyer's Plan to allow
          participants to take out new loans with respect to such transferred
          accounts, or to prevent such new loans if permitted under generally
          applicable provisions of Buyer's Plan.

               (d) Required Documentation.

               In connection with the implementation of this Section 7.1, the
          Seller and the Buyer shall cooperate, and the Seller or the Buyer, as
          the case may be, shall cause the Company to cooperate, in the
          preparation and filing of all documentation required to be filed with
          any, trustee, fiduciary, applicable governmental agency or authority,
          or other third party.


         7.2  Assistance. Seller will cooperate with Buyer and will use its best
     efforts to assist Buyer in a smooth transition of the ownership and
     operation of the Albany Business on and after Closing Date, including the
     preservation of the continued services of the employees of the Albany
     Business and the preservation for the Albany Business of the goodwill of
     suppliers, customers, and others having business relations with the Albany
     Business.

     8.  Indemnification.

         8.1   Indemnification by Seller Generally. Seller shall indemnify and
     hold harmless Buyer, the Company and their respective directors, managers,
     officers, shareholders, employees and agents, and their successors and
     assigns, against any claim, cost, expense, liability, obligation, loss, or
     damage, including attorneys' fees, sustained by Indemnitees arising out of
     or resulting from:

               (a) any misrepresentation or breach of any representation or
          warranty made by Seller in this Agreement or any Schedule or Exhibit
          attached hereto or delivered pursuant hereto;

               (b) the breach of any covenant, agreement or obligation of Seller
          contained in this Agreement or any Exhibit hereto or any other
          instrument contemplated by this Agreement;

               (c) any net increase in taxes assessed with regard to the Company
          with respect to any periods ending on or prior to the Closing, except
          to the extent that such increase is provided for in the Final Closing
          Balance Sheet;



                                       24
<PAGE>


               (d) the conduct by the Company of the Franklin Business and any
          other activity unrelated to the Albany Business;

               (e) damage to the City of Albany, Oregon stormwater drainage
          system caused by the September 2, 1999 acid spill at the Real Estate
          owned by the Albany Business; and

               (f) any fines or penalties levied by the United States
          Environmental Protection Agency ("EPA") as a result of previous
          reporting failures which the Albany Facility has since discovered and
          voluntarily brought to the attention of the EPA.

         8.2   Limitations on Indemnification by Seller.

               8.2.1 With respect to Section 8.1(a) above, Seller shall not be
          required to pay any amount under such Section 8.1(a) except to the
          extent that Buyer shall have incurred loss, liability, damage, cost or
          expense, including counsel fees, covered by the provisions of Section
          8.1(a) in excess of $500,000 in the aggregate (the "Deductible
          Amount"). In addition, the maximum amount for which Seller shall be
          liable under Section 8.1(a) shall be $5,000,000. Notwithstanding the
          foregoing, to the extent that the Company has claims for
          indemnification under the Asset Contribution Agreement against TIMET
          which are subject to the $1,000,000 aggregate threshold set forth in
          Section 6(b)(i)(B) of the Asset Contribution Agreement, the Deductible
          Amount shall be reduced by the extent to which such claims against
          TIMET exceed $500,000. By way of example, if the total value of claims
          against TIMET which are subject to Section 6(b)(i)(B) of the Asset
          Contribution Agreement is $700,000, then the Deductible Amount shall
          be reduced to $300,000. To the extent that the Company expresses its
          belief that it has claims against TIMET which are subject to the
          $1,000,000 aggregate threshold, the Company shall provide Seller with
          sufficient written notice and supporting material regarding such
          claims so as to enable Seller to understand the nature and value of
          such claims. In the event that Seller disagrees with the validity or
          value of any such claim, such dispute shall be resolved by reference
          to the dispute resolution provision of Section 12.7 of this Agreement.

               8.2.2 Recognizing that the Albany Business was operated by TIMET
          prior to August 1, 1998 and that, pursuant to the Asset Contribution
          Agreement, TIMET has retained certain liabilities and provided certain
          indemnifications in favor of the Company relating to the operation of
          the Albany Business prior to August 1, 1998, the parties hereto agree
          that the indemnification obligation of Seller under Section 8.1(a)
          shall pertain only to the extent that the facts and circumstances
          giving rise to such indemnification obligations actually occurred on
          or after August 1, 1998 and before the Closing.

         8.3   Credit for Tax Benefits. Seller shall receive a credit (on a
     present value basis) to be applied against any indemnity payments otherwise
     due hereunder for all tax credits, allowances, losses, deductions and
     refunds to which Buyer becomes entitled as a result of any of the losses,
     liabilities, damages, costs or expenses for which it is indemnified
     hereunder.

         8.4   Time Limit for Claims by Buyer against Seller. No claim for
     indemnification pursuant to Section 8.1(a) shall be made unless asserted by
     written notice prior to July 30, 2001, provided, however, that the time
     limit on any claim for fraud or willful concealment shall be 90 days
     following the time period which is prescribed by the applicable statute of
     limitations together with any period during which such statute of
     limitation is tolled. The rights and



                                       25
<PAGE>


     obligations of the parties under this Article 8 shall be the exclusive
     rights and obligations of the parties with respect to the breach of any
     representation or warranty of Seller set forth in this Agreement.

         8.5   Recovery from Third Parties. To the extent the Company has
     potential claims against TIMET, an insurer or any other party with respect
     to a matter indemnified by Seller under this Article 8, Buyer shall use all
     commercially reasonable efforts to pursue such claims against such other
     parties. Seller's indemnity obligations under this Article 8 shall be
     reduced by any amounts recovered by Buyer from any third party, less
     Buyer's reasonable legal costs in pursuing the recovery.

         8.6   Indemnification by Buyer. Buyer shall indemnify and hold harmless
     Seller and its directors, officers, shareholders, employees and agents, and
     their successors and assigns, against any claim, cost, expense, liability,
     obligation, loss, or damage, including attorneys' fees, sustained by
     Indemnitees arising out of or resulting from the conduct of the business,
     including the Albany Business, by the Buyer from and after the Closing
     Date.

     9.  Indemnification Procedures. In the case of any claim asserted by a
third party against an indemnified party (the "Indemnitee"), notice shall be
given by the Indemnitee to the indemnifying party (the "Indemnitor") promptly
after such Indemnitee has actual knowledge of any claim as to which indemnity
may be sought, and the Indemnitee shall permit the Indemnitor (at the expense of
Indemnitor) to assume the defense of any claim or any litigation resulting
therefrom, provided that (i) the counsel for the Indemnitor who shall conduct
the defense of such claim or litigation shall be reasonably satisfactory to the
Indemnitee, (ii) the Indemnitee may participate in such defense at such
Indemnitee's expense, and (iii) the omission by any Indemnitee to give notice as
provided herein shall not relieve the Indemnitor of its indemnification
obligation under this Agreement except to the extent that the Indemnitor is
materially damaged as a result of such failure to give notice. Except with the
prior written consent of the Indemnitee, the Indemnitor shall not consent to
entry of any judgment or enter into any settlement that provides for injunctive
or other nonmonetary relief affecting the Indemnitee. In the event that the
Indemnitor does not accept the defense of any matter as above provided, the
Indemnitee shall have the full right to defend against any such claim or demand.
In any event, the Indemnitor and the Indemnitee shall cooperate in the defense
of any claim or litigation subject to this Section 8.5 and the records of each
shall be available to the other with respect to such defense.

     10. Access to Information and Documents.

     From the date hereof through the Closing Date, the Seller will continue to
give or cause the Albany Business to give to Buyer and its financial advisers,
legal counsel, independent accountants, and other representatives reasonable
access during normal business hours to all properties, documents, contracts,
employees, and records of or relating to the Albany Business and will furnish
Buyer with copies of such documents (certified, if so requested) and with such
information with respect to their affairs as Buyer from time to time reasonably
may request.



                                       26
<PAGE>


     11. Termination; Recission of Transactions.

         11.1  Termination. This Agreement may be terminated at any time prior
     to consummation of the Closing by the parties as follows:

               (a) by written agreement of the Buyer and Seller;

               (b) by written notice from Buyer in the event that (i) the
          representations and warranties of Seller shall not have been true and
          correct in all material respects as of the date when made, or (ii) if
          any of the conditions to Buyer's obligations as set forth in Section 5
          shall not have been, or if it becomes apparent that any of such
          conditions will not be, fulfilled by the Closing Date;

               (c) by written notice from Seller in the event that (i) the
          representations and warranties of Buyer shall not have been true and
          correct in all material respects as of the date when made, or (ii) if
          any of the conditions to Seller's obligations as set forth in Section
          6 shall not have been, or if it becomes apparent that any of such
          conditions will not be, fulfilled by the Closing Date;

               (d) by written notice of Seller if, in the reasonable and good
          faith judgement of Seller, the FTC will not approve the sale of the
          Company to the Buyer.

         11.2  Recission of Transactions. Buyer and Seller hereby expressly
     agree to consummate the transactions contemplated under this Agreement upon
     satisfaction of the conditions set forth in Article 5 hereof
     notwithstanding that FTC approval of the Agreement and the transactions
     contemplated hereby shall at such time be preliminary in nature and subject
     to the final order of the FTC. The parties hereby agree that if, at the
     time the FTC determines to make its order final, the FTC notified Seller
     that Buyer is not an acceptable acquiror of the Purchased Assets or that
     the Agreement is not an acceptable manner of divestiture, then (i) Seller
     shall immediately rescind the sale to Buyer of the Purchased Assets
     hereunder, (ii) Buyer and Seller shall return to their respective positions
     immediately prior to the closing, Agreement shall terminate and all
     obligations of the parties hereunder shall cease upon such termination; and
     (iv) Buyer shall have no claims against Seller of any nature whatsoever
     other than for the repayment of the Purchase Price.

     12. Miscellaneous.

         12.1  Binding Effect. This Agreement, including the Schedules and
     Exhibits, shall be binding upon and shall inure to the benefit of the
     parties hereto and their respective permitted successors and assigns.

         12.2  Entire Agreement. This Agreement constitutes the entire agreement
     between the parties and there are no representations, warranties,
     covenants, or obligations except as set forth herein. This Agreement
     supersedes all prior or contemporaneous agreements, understandings,
     negotiations, and discussions, written or oral, of the parties hereto,
     relating to any transaction contemplated by this Agreement. Nothing in this
     Agreement is intended or shall be construed to confer upon or to give any
     person other than the parties hereto any rights or remedies under or by
     reason of this Agreement.

         12.3  Severability. Each provision of this Agreement shall be
     considered separable and if for any reason any provision or provisions
     herein are determined to be invalid and contrary to any



                                       27
<PAGE>


     existing or future law, such invalidity shall not impair the operation of
     this Agreement or affect those portions of this Agreement which are valid.

         12.4  Notices. Any notices, requests, demands, or other communications
     hereunder, shall be in writing and shall be deemed to have been duly given
     when personally delivered or transmitted by facsimile or five days after
     being mailed by U.S. registered or certified mail, return receipt
     requested, postage prepaid, to the following addresses:

               If to Seller:

                      Wyman-Gordon Company
                      244 Worcester Street
                      North Grafton, MA  01536-8001
                      Attention:  General Counsel
                      Telephone:  508-839-8311
                      FAX: 508-839-7500

               With a copy to:

                      Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2600
                      Portland, OR  97204-1268
                      Attention:  Ruth A. Beyer, Esq.
                      Telephone:  503-294-9332
                      FAX: 503-294-9853

               If to Buyer:

                      McLad Corporation
                      C/o Ladish Co., Inc.
                      5481 S. Packard Avenue
                      Cudahy, WI  53110
                      Attention:  Wayne E. Larsen
                      Telephone:  414-747-2935
                      FAX:  414-747-2890

               with a required copy to

                      Foley & Lardner
                      777 E. Wisconsin Avenue
                      Milwaukee, WI  53202
                      Attention:  John M. Olson, Esq.
                      Telephone:  414-297-5640
                      FAX:  414-297-4900

               or to such other address as either party may specify in writing
               to the other.



                                       28
<PAGE>


         12.5  Further Assurances. The parties shall execute and deliver such
     other and further documents or instruments as may be reasonably required to
     consummate the transactions contemplated by this Agreement.

         12.6  Extensions and Waivers. Buyer and Seller may, only by written
     agreement signed by all parties, (a) extend the time for the performance of
     any of their obligations or other acts under this Agreement; (b) waive any
     inaccuracies in any of the representations and warranties contained in this
     Agreement or in any instruments and documents delivered pursuant to this
     Agreement; (c) waive compliance with or modify any of the covenants or
     agreements contained in this Agreement; or (d) waive or modify the
     performance of any of the obligations or other acts of the parties to this
     Agreement.

         12.7  Dispute Resolution. In the event of a dispute between the parties
     concerning their respective rights and obligations under this Agreement, or
     the breach, termination, negotiation, or validity hereof and/or the rights
     or obligations of the parties arising out of or relating to this Agreement
     or the breach, termination, negotiation or validity thereof, in any case
     that the parties are unable to resolve amicably between themselves within
     60 days of proper notice from one party to another, such dispute shall be
     settled by arbitration in Denver, Colorado in an expedited manner in
     accordance with the Rules of the American Arbitration Association by a duly
     registered arbitrator to be selected jointly by the parties. In the event
     that the parties cannot agree on an arbitrator, an arbitrator shall be
     appointed by the President of the American Arbitration Association. The
     decision of the arbitrator shall be final and binding upon the parties.
     Each party irrevocably waives any objection to proceeding before the
     American Arbitration Association based upon lack of personal jurisdiction
     or to the laying of venue and further irrevocably and unconditionally
     waives and agrees not to make a claim in any court that dispute resolution
     before the American Arbitration Association has been brought in an
     inconvenient forum. Each of the parties hereto agrees that its submission
     to jurisdiction is made for the express benefit of the other parties
     hereto. Notwithstanding the above, any party shall be entitled to seek a
     restraining order or preliminary injunction in any court of competent
     jurisdiction.

         12.8  Choice of Law/Consent to Jurisdiction. All disputes, claims or
     controversies arising out of or relating to this Agreement, or the
     negotiation, validity or performance of this Agreement, or the transactions
     contemplated hereby shall be governed by and construed in accordance with
     the laws of the State of Oregon without regard to its rules of conflict of
     laws. Each of the parties hereto hereby irrevocably and unconditionally
     consents to submit to the jurisdiction of the courts of the State of Oregon
     and of the United States District Court for the District of Oregon (the
     "Oregon Courts") solely and exclusively for purposes of enforcing any award
     or decision in any proceeding under Section 12.7 and for any litigation
     arising out of or relating to this Agreement, or the negotiation, validity
     or performance of this Agreement, or the transactions contemplated hereby
     (and agrees not to commence any litigation relating thereto except in such
     courts), waives any objection to the laying of venue of any such litigation
     in the Oregon Courts and agrees not to plead or claim in any Oregon Court
     that such litigation in the Oregon Courts has been brought in any
     inconvenient forum. Each of the parties hereto agrees, (i) to the extent
     such party is not otherwise subject to service of process , and (ii) that
     service of process may also be made on such party by prepaid certified mail
     with a proof of mailing receipt validated by the United States Postal
     Service constituting evidence of valid service. Service



                                       29
<PAGE>


     made pursuant to (i) or (ii) above shall have the same legal force and
     effect as if served upon such party personally within the State of Oregon.

         12.9  Enumerations, and Headings. The enumerations and headings
     contained in this Agreement are for convenience of reference only and are
     not intended to have any substantive significance in interpreting this
     Agreement.

         12.10 Amendment. This Agreement may not be modified or amended except
     with the written consent of both Seller and Buyer.

         12.11 Expenses. Except as otherwise expressly set forth herein, Seller
     and Buyer shall pay their own expenses in connection with the preparation,
     negotiation, and performance of this Agreement and the consummation of the
     transactions contemplated hereby, including, without limitation, all fees
     and expenses of investment bankers, financial advisors, legal counsel,
     independent accountants, and actuaries.

         12.12 Counterparts. This Agreement may be executed in one or more
     counterparts, each of which shall be deemed to be an original instrument
     and all of which together shall be deemed to be one and the same
     instrument, and shall become effective when one or more counterparts shall
     have been signed by each of the parties.




                                       30
<PAGE>







     IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal effective as of the day and year first above written.

WYMAN-GORDON COMPANY                       MCLAD CORPORATION



By:                                         By:
   ------------------------------              -------------------------------
Name:                                       Name:
Title:                                      Title:



LADISH CO., INC., a Wisconsin corporation,
For purposes of being jointly and severally liable for the obligations of Buyer



By:
   ------------------------------
Name:
Title:





                                       31