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                                                                   EXHIBIT 10.47

                                                                       MWE DRAFT
                                                                        10/10/01


                            ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (this "AGREEMENT"), is made and entered into
as of September 28, 2001, by and between PRIME FINANCIAL CORPORATION, an
Oklahoma corporation ("SELLER") and OBB ACQUISITION CORP., a Delaware
corporation ("BUYER").

                                    RECITALS

     A.   Seller has acquired all right, title and interest in certain of the
assets and properties of DRIVELINE TECHNOLOGIES, INC., an Oklahoma corporation
("DRIVELINE").

     B.   Buyer desires to purchase certain assets formerly held by Driveline
from Seller, and Seller desires to sell such assets to Buyer, on the terms and
subject to the conditions of this Agreement.

     C.   Accordingly, Buyer and Seller are desirous of entering into this
Agreement in order to evidence the terms and conditions of such acquisition of
assets by Buyer from Seller.

     NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

     The terms defined in this Article shall have the following respective
meanings for all purposes of this Agreement and for all schedules and exhibits
hereto:

     "AFFILIATE" means with respect to any Person any other Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with, such first Person. For purposes
of this definition, the term "control" (including the correlative meanings of
the terms "controls," "controlled by," and "under direct or indirect control
with") as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
policies of such Person, whether through ownership of voting securities or by
contract or otherwise.

     "AGREEMENT" shall have the meaning given such term in the introductory
paragraph hereof, and shall include any and all amendments, modifications or
supplements to this Agreement.

     "BILL OF SALE" means that certain Bill of Sale, in the form attached as
EXHIBIT A to this Agreement, to be executed and delivered by Seller to Buyer at
the Closing.

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     "BUSINESS DAY" means a day other than a Saturday, Sunday or other day on
which commercial banks in Dallas, Texas or New York, New York are authorized or
required by law to close.

     "BUYER" shall have the meaning given to such term in the introductory
paragraph hereof and shall include successors and permitted assigns of Buyer.

     "BUYER'S DOCUMENTS" shall have the meaning given to such term in
Section 6.2(a).

     "CLOSING" means the consummation and effectuation of the transactions
contemplated herein pursuant to the terms and conditions of this Agreement,
which shall take place at the offices of Patton Boggs LLP, 2001 Ross Avenue,
Suite 3000, Dallas, Texas 75201 on the same day this Agreement is fully executed
by Buyer and Seller, or at such other place as is mutually agreed upon by the
parties hereto. Upon consummation, the Closing shall be deemed to have taken
place as of 12:01 a.m. on the Closing Date.

     "CLOSING DATE" means the date on which the Closing actually occurs.

     "DRIVELINE" shall have the meaning given such term in Recital (A) hereof.

     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial,
state or local governmental authority, quasi-governmental authority,
instrumentality, court, government or self-regulatory organization, commission,
tribunal or organization or any regulatory, administrative or other agency, or
any political or other subdivision, department or branch of any of the
foregoing.

     "GUARANTY" means that certain Guaranty in the form attached as EXHIBIT B to
this Agreement, to be executed by LSB Industries, Inc. and delivered by Seller
to Buyer at the Closing.

     "KNOWLEDGE", whether capitalized or not, means a matter which is within the
Person's 'knowledge' or which is otherwise 'known' to such Person, and such
Person has "knowledge" of a matter if such Person or an executive officer of
such Person has actual knowledge of such matter or would reasonably be expected
to have actual knowledge of such matter following reasonable inquiry of the
appropriate employees and agents of such Person.

     "LIABILITY" means, with respect to any Person, any liability or obligation
of such Person of any kind, character or description, whether known or unknown,
absolute or contingent, accrued or unaccrued, liquidated or unliquidated,
secured or unsecured, joint or several, due or to become due, vested or
unvested, executory, determined, determinable, or otherwise and whether or not
the same is required to be accrued on the financial statements of such Person
and whether or not the same appears on any Schedule to this Agreement.

     "LIEN" means any lien, pledge, mortgage, security interest, claim, lease,
charge, option, right of first refusal, easement, servitude, transfer
restriction, competing claim of ownership or any other encumbrance, restriction
or limitation whatsoever.

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     "LOSSES" means any and all claims, demands, losses, costs, expenses,
obligations, Liabilities, damages (including, without limitation, for physical
injury including sickness, disease or death or property damage), recoveries and
deficiencies, including interest, reasonable attorneys' fees, and court costs.

     "PERMITTED ENCUMBRANCES" means Liens for current taxes and assessments not
yet due and payable, including, but not limited to, Liens for nondelinquent ad
valorem taxes and nondelinquent statutory Liens arising other than by reason of
any default on the part of Seller.

     "PERSON" means an individual, partnership, corporation, estate, joint-stock
company, limited liability company, trust, unincorporated organization,
association, joint venture or other entity or organization, including any
Governmental Authority.

     "PRODUCTS" means tapered thrust bearings, universal joints, synchronizing
rings, and gtrag bearings.

     "PURCHASED ASSETS" means those tools, items of equipment and other personal
property which are more particularly described and listed on Exhibit C.

     "PURCHASE PRICE" shall have the meaning given such term in Article IV.

     "SELLER" shall have the meaning given such term in the introductory
paragraph hereof.

     "SELLER'S DOCUMENTS" shall have the meaning given such term in Section 5.2.

                                   ARTICLE II
                      PURCHASE AND SALE OF PURCHASED ASSETS

     On the terms and subject to the conditions hereof, Seller agrees at Closing
to sell, assign and convey to Buyer, and Buyer agrees to purchase at Closing
from Seller, all of Seller's right, title and interest in and to the Purchased
Assets free and clear of all Liens and encumbrances, other than the Permitted
Encumbrances, for the consideration set forth in this Agreement.

                                   ARTICLE III
                                   LIABILITIES

     It is expressly understood and agreed that Buyer will not assume any
Liability of Seller or its Affiliates or Driveline or its Affiliates, including
without limitation any Liability relating to the operation of the business of
Driveline or the ownership, use or sale of Purchased Assets prior to August 20,
2001. Anything to the contrary herein notwithstanding, or in any other writing
delivered in connection herewith, nothing herein or in any such other writing
shall be construed to constitute the assumption, express or implied, by Buyer of
any Liability of Seller or of any Affiliate of Seller, or of Driveline, or any
of its Affiliates. Seller agrees that it shall pay any Liability relating to or
arising from its ownership of the Purchased Assets prior to August 20, 2001,
including any obligations to pay utilities, maintenance expenses or personal
property taxes that may be owed in connection with the Purchased Assets.

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                                   ARTICLE IV
                      PURCHASE PRICE AND MANNER OF PAYMENT

     As the consideration to be paid by Buyer to Seller for the purchase by
Buyer from Seller of all of the Purchased Assets, Buyer will pay Seller Four
Hundred Seventeen Thousand Five Hundred and No/100 Dollars ($417,500.00) (the
"Purchase Price") on the Closing Date, provided all of the conditions set forth
in this Agreement have been fulfilled. On the Closing Date, Buyer will wire
transfer the Purchase Price to Seller in immediately available funds. Such wire
transfer to Seller of the Purchase Price shall be made in accordance with
Seller's written wire instructions provided to Buyer no later than one (1)
Business Day prior to the Closing Date.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Buyer as follows:

     Section 5.1   ORGANIZATION. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the state in which it was
incorporated. Seller has all requisite corporate right, power and authority to
own and sell all of the Purchased Assets to Buyer pursuant to this Agreement.

     Section 5.2   AUTHORITY; CONSENTS AND APPROVALS.

                   (a)   Seller has all requisite corporate right, power and
authority to execute, deliver and perform this Agreement and each other document
and agreement referenced herein to be executed and delivered by Seller pursuant
hereto (together, the "SELLER'S DOCUMENTS"). The execution, delivery, and
performance of the Seller's Documents by Seller has been duly and validly
authorized and approved by all necessary corporate action. The Seller's
Documents constitute the legal, valid and binding obligations of Seller,
enforceable against it in accordance with their respective terms.

                   (b)   The execution, delivery and performance of the Seller's
Documents by Seller will not (with or without the giving of notice or the
passage of time, or both) (i) violate any applicable provision of law or any
rule or regulation of any federal, state or local Governmental Authority
applicable to Seller or the Purchased Assets, or any order, writ, injunction,
judgment or decree of any court, administrative agency or other Governmental
Authority applicable to Seller or the Purchased Assets, (ii) violate either the
Seller's Certificate of Incorporation or Bylaws, as each is amended to the
Closing Date, (iii) require any consent under, conflict with or constitute a
breach or default under any agreement, indenture, mortgage, deed of trust,
lease, or other instrument to which Seller is a party or by which it is bound,
or any license, permit or certificate held by Seller, or (iv) require any
consent of, approval by, notice to or registration with any Governmental
Authority.

     Section 5.3   TITLE TO PURCHASED ASSETS. Seller is the sole and absolute
owner of the Purchased Assets and has good and marketable title to and the right
to assign and convey the Purchased Assets free and clear of any and all Liens of
any kind whatsoever. Seller's ownership of the Purchased Assets is not subject
to any pending or, to Seller's knowledge, threatened claim, defense, action or
proceeding of any other Person. At Closing, Seller will convey to Buyer, and

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Buyer upon delivery to it of the Bill of Sale by Seller at Closing will receive,
all legal and beneficial title in and to all of the Purchased Assets, free and
clear of any and all Liens thereon of any kind whatsoever.

     Section 5.4   NO INJUNCTIONS OR ORDERS. Seller is not a party to any
agreement, and Seller is not subject to nor, to the knowledge of Seller,
threatened with, any injunctions of any court or orders of any other
Governmental Authority with respect to the Purchased Assets.

     Section 5.5   COMPLIANCE WITH LAWS. Seller has not received any written
notice claiming it is in violation of any order, law, ordinance, statute, rule
or regulation applicable to the Purchased Assets where the consequences of such
violation would have an adverse effect on the Purchased Assets.

     Section 5.6   LITIGATION. There is no suit, action, administrative
proceeding, arbitration, grievance or other proceeding or governmental
investigation pending or, to the knowledge of Seller, threatened, against Seller
which individually or in the aggregate could adversely affect the Purchased
Assets.

     Section 5.7   BROKERS. No agent, broker, investment banker, or other Person
acting on behalf of Seller or under its authority is or will be entitled to any
broker's or finder's fee or any other commission or similar fee, directly or
indirectly, in connection with the transactions contemplated by this Agreement.

     Section 5.8   DISCLOSURES. The representations, warranties or statements by
Seller herein and in the Exhibits and Schedules attached hereto are true,
complete and correct in all material respects and do not contain any untrue
statement of a material fact.

                                   ARTICLE VI
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

     Section 6.1   ORGANIZATION. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the state in which it was
incorporated. Buyer has all requisite corporate right, power and authority to
purchase the Purchased Assets from Seller pursuant to this Agreement.

     Section 6.2   AUTHORITY.

                   (a)   Buyer has all requisite corporate right, power and
authority to execute, deliver and perform this Agreement and each other document
and agreement referenced herein to be executed and delivered by Buyer pursuant
hereto (together, the "BUYER'S DOCUMENTS"). The execution, delivery and
performance of the Buyer's Documents by Buyer have been duly and validly
authorized and approved by all necessary corporate action. The Buyer's Documents
constitute the legal, valid and binding obligations of Buyer, enforceable
against it in accordance with their respective terms.

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                   (b)   The execution, delivery and performance of the Buyer's
Documents by Buyer will not (with or without the giving of notice or the passage
of time or both) (i) violate any applicable provision of law or any rule or
regulation of any federal, state or local Governmental Authority applicable to
Buyer, or any order, writ, injunction, judgment or decree of any court,
administrative agency or other Governmental Authority applicable to Buyer, (ii)
violate Buyer's Certificate of Incorporation or Bylaws, as each is amended to
the Closing Date, (iii) require any consent under, conflict with or constitute a
breach or default under any agreement, indenture, mortgage, deed of trust,
lease, license or other instrument to which Buyer is a party or by which it or
any Purchased Asset is bound, or any license, permit or certificate held by
Buyer, or (iv) require any consent of, approval by, notice to or registration
with any Governmental Authority.

     Section 6.3   COMPLIANCE WITH LAWS. Buyer has not received any written
notice claiming Seller is in violation of, any order, law, ordinance, statute,
rule or regulation applicable to the Purchased Assets where the consequences of
such violation would have an adverse effect on the Purchased Assets.

     Section 6.4   DISCLOSURES. The representations, warranties or statements by
Buyer herein and in the Exhibits and Schedules attached hereto are true,
complete and correct in all material respects and do not contain any untrue
statement of a material fact.

     Section 6.5   BROKERS. No agent, broker, investment banker, or other Person
acting on behalf of Seller or under its authority is or will be entitled to any
broker's or finder's fee or any other commission or similar fee, directly or
indirectly, in connection with the transaction contemplated by this Agreement.

                                   ARTICLE VII
                               CLOSING DELIVERIES

     The obligations of Buyer and Seller hereunder are subject to the
satisfaction of the following Closing deliveries that are conditions precedent
unless specifically waived by the parties.

     Section 7.1   SELLER'S CLOSING DELIVERIES. Seller shall execute and
deliver, or cause to be executed and delivered, to Buyer on the Closing Date,
each of the following:

                   (a)   This Agreement;

                   (b)   The Bill of Sale;

                   (c)   The Guaranty; and

                   (d)   Executed UCC-3 Partial Releases in form sufficient to
evidence the full and complete release of any and all Liens on the Purchased
Assets.

     Section 7.2   BUYER'S CLOSING DELIVERIES. Buyer shall have executed and
delivered, or caused to be executed and delivered, to Seller at the Closing each
of the following:

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                   (a)   This Agreement; and

                   (b)   The Purchase Price, paid in the manner required by the
provisions of Article IV.

                                  ARTICLE VIII
                                 INDEMNIFICATION

     Section 8.1   INDEMNIFICATION OF BUYER BY SELLER. Subject to the limitation
imposed by Section 8.5 below, notwithstanding any investigation by Buyer or its
representatives, the Seller, its successors and assigns, will indemnify and hold
the Buyer, and its Affiliates, harmless from and fully pay any and all Losses,
that Buyer, or any of its Affiliates, may suffer or incur as a result of or
relating to (a) the breach of any representations or warranties made by Seller
in Article V and elsewhere in this Agreement, or in any other document delivered
by Seller to Buyer pursuant hereto to include, without limitation, the Bill of
Sale (collectively, the "TRANSACTION DOCUMENTS"), or any allegation by a third
party that, if true, would constitute such a breach, or (b) the breach of any
covenant or agreement of Seller in this Agreement or the Transaction Documents.

     Section 8.2   INDEMNIFICATION OF SELLER BY BUYER. Notwithstanding any
investigation by Seller or its representatives, the Buyer, its successors and
assigns, will indemnify and hold Seller, and its Affiliates, harmless from and
fully pay any and all Losses that Seller, or any of its Affiliates, may suffer
or incur as a result of or relating to (a) the breach of any representations or
warranties made by Buyer in Article VI and elsewhere in this Agreement, or any
allegation by a third party that, if true, would constitute such a or (b) the
breach of any covenant or agreement of Seller in this Agreement.

     Section 8.3   NOTICE. If a party is entitled to receive indemnification or
to recover from the other party for any Losses incurred pursuant to this Article
VIII (the "INDEMNIFIED PARTY"), the Indemnified Party agrees to give prompt
written notice to the other party (the "INDEMNIFYING PARTIES") upon the
occurrence of any indemnifiable or recoverable Loss or the assertion of any
claim or the commencement of any action or proceeding by any third party in
respect of which such a Loss may reasonably be expected to occur (a "CLAIM"),
but the Indemnified Party's failure to give such notice will not affect the
obligations of the Indemnifying Party under this Article VIII except to the
extent that the Indemnifying Party is materially prejudiced thereby. Such
written notice will include a reference to the event or events forming the basis
of such Loss or Claim and the amount involved, unless such amount is uncertain
or contingent, in which event the Indemnified Party will give a later written
notice when the amount becomes fixed.

     Section 8.4   DEFENSE OF CLAIMS. The Indemnifying Party may elect to assume
and control the defense of any Claim, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of expenses
related thereto, if (a) the Indemnifying Party acknowledges its obligation to
indemnify the Indemnified Party for any Losses resulting from such third party
Claim and provides reasonable evidence to the Indemnified Party of its financial
ability to satisfy such obligation; (b) the Claim does not seek to impose any
liability or obligation on the Indemnified Party other than for money damages;
and (c) the Claim does not relate to the Indemnified Party's relationship with
its customers or employees. If such conditions are satisfied

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and the Indemnifying Party elects to assume and control the defense of a Claim,
then (i) the Indemnifying Party will not be liable for any settlement of such
Claim effected without its consent, which consent will not be unreasonably
withheld; (ii) the Indemnifying Party may settle such Claim without the consent
of the Indemnified Party; and (iii) the Indemnified Party may employ separate
counsel and participate in the defense thereof, but the Indemnified Party will
be responsible for the fees and expenses of such counsel unless (A) the
Indemnifying Party has failed to adequately assume the defense of such Claim or
to employ counsel with respect thereto or (B) a conflict of interest exists
between the interests of the Indemnified Party and the Indemnifying Party that
requires representation by separate counsel, in which case the fees and expenses
of such separate counsel will be paid by the Indemnifying Party. If such
conditions are not satisfied, the Indemnified Party may assume and control the
defense of the Claim at the Indemnifying Party's cost and expense.

     Section 8.5   LIMITATION ON MAXIMUM AMOUNT OF LIABILITY OF SELLER FOR
INDEMNIFICATION CLAIMS OR LOSSES. The maximum aggregate amount of Losses for
which any Indemnifying Party, shall be obligated to pay to an Indemnified Party,
pursuant to its obligations under Section 8.1 or 8.2 above, as the case may be,
shall NOT, in any event, exceed a total sum equal to the amount of the Purchase
Price.

                                   ARTICLE IX
                             COVENANT NOT TO COMPETE

     Section 9.1   NON-COMPETE.

                   (a)   From and after the Closing Date, Seller will not, and
will cause its Affiliates to not, directly or indirectly, individually or
collectively, engage in any Competitive Activity for twelve (12) months after
the Closing Date (the "COVERED PERIOD"); PROVIDED, HOWEVER, that,
notwithstanding the foregoing, (i) neither Seller, nor any of its Affiliates,
shall be deemed to be engaged in a Competitive Activity solely by virtue of the
ownership of less than twenty percent (20%) of the outstanding voting stock or
debt securities of any publicly held company of which it (and its Affiliates) do
not have voting or day-to-day operational control, the stock or debt securities
of which are traded on an United States or foreign stock exchange or quoted on
the National Association of Securities Dealers Automated Quotation System; (ii)
Seller and any of its Affiliates may acquire a Person or business engaged in a
Competitive Activity if in the calendar year immediately preceding the
acquisition, the revenues derived from Competitive Activities do not exceed
thirty-four percent (34%) of the total revenues of such Person or business; and
(iii) neither Seller, nor any of its Affiliates, shall be deemed to be engaged
in a Competitive Activity by virtue of any sale of universal joints, universal
joint parts, or universal joints constructed from parts which are existing in
the inventory of Driveline on the Closing Date or have been repossessed by
Congress Financial Corporation (Southwest), Seller or LSB Industries, Inc. or
their Affiliates as of the Closing Date.

                   (b)   For purposes of this Section 9.1, "COMPETITIVE
ACTIVITY" shall mean (i) the sale in the Americas (i.e. North, Central and South
America) of (A) any Product or (B) any similar product for the same application
as the Products or (ii) the sale to any Person on SCHEDULE 9.1 of (A) any
Product or (B) any similar product for the same application as the Products.

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     Section 9.2   SEVERABILITY. The invalidity or unenforceability of this
Article IX in any respect shall not affect the validity or enforceability of
this Article IX in any other respect, or of any other provision of this
Agreement. In the event that any provision of this Article IX shall be held
invalid or unenforceable by a court of competent jurisdiction by reason of the
geographic or business scope or the duration thereof or for any other reason,
such invalidity or unenforceability shall attach only to the particular aspect
of such provision found invalid or unenforceable as applied and shall not affect
or render invalid or unenforceable any other provision of this Article IX or the
enforcement of such provision in other circumstances, and, to the fullest extent
permitted by law, this Article IX shall be construed as if the geographic or
business scope or the duration of such provision or other basis on which such
provision has been challenged had been more narrowly drafted so as not to be
invalid or unenforceable.

     Section 9.3   ENFORCEMENT. Seller acknowledges and agrees that Buyer and
its Affiliates are engaged in a highly competitive business and that the
protections of Buyer and each such Affiliate set forth in this Article IX are
fair and reasonable and are of vital concern to Buyer and its Affiliates.
Further, Seller acknowledges and agrees that monetary damages for any violation
of this Article IX will not adequately compensate Buyer and its Affiliates with
respect to any such violation. Therefore, in the event of a breach by Seller of
any of the terms and provisions contained in this Article IX, Buyer shall be
entitled to enforce the specific performance of this Article IX by Seller and to
enjoin Seller from any further violations. The remedies available to Buyer
pursuant to this Section 9.3 may be exercised cumulatively by Buyer in
conjunction with all other rights and remedies provided by law.

                                    ARTICLE X
                               FURTHER AGREEMENTS

     Section 10.1  TITLE AND RISK OF LOSS. Title to and risk of loss of the
Purchased Assets shall pass to Buyer from Seller as of the Closing.

     Section 10.2  ADDITIONAL ACTIONS SELLER AND BUYER. On and after the Closing
Date, Seller and Buyer shall execute and deliver such documents and do and
perform all such other acts as may reasonably be required in order fully to
effectuate the intent of this Agreement.

     Section 10.3  COSTS AND TRANSFER TAXES. Except as otherwise set forth in
this Agreement, each party hereto shall pay its own costs and expenses
(including legal fees and expenses) incurred in connection with due diligence
reviews, the preparation, negotiation and execution of this Agreement and all
other agreements, certificates, instruments and documents delivered hereunder
and all other matters relating to the consummation of the transactions
contemplated hereby, whether or not the proposed transaction is consummated. All
sales, documentary stamp taxes and other transfer taxes in connection with the
sale and delivery of the Purchased Assets hereunder shall be paid by Seller.

     Section 10.4  BOOKS AND RECORDS AFTER CLOSING. From and after the Closing,
Buyer shall have free and open access to all books and records which Seller may
have relating in any manner to the Purchased Assets and Seller shall furnish
Buyer with copies thereof.

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                                   ARTICLE XI
                                  MISCELLANEOUS

     Section 11.1  ENTIRE UNDERSTANDING, WAIVER, ETC. This Agreement (including
all schedules and exhibits attached hereto) and all other agreements executed
and delivered at the Closing set forth the entire understanding of the parties
and supersede any and all prior or contemporaneous agreements, arrangements and
understandings relating to the subject matter hereof, and the provisions hereof
may not be changed, modified, waived or altered except by an agreement in
writing signed by the parties hereto. A waiver by any party of any of the terms
or conditions of this Agreement, or of any breach thereof, shall not be deemed a
waiver of such term or condition for the future, or of any other term or
condition hereof, or of any subsequent breach thereof.

     Section 11.2  SEVERABILITY. If any provision of this Agreement or the
application of such provision shall be held by a court of competent jurisdiction
to be unenforceable, the remaining provision of this Agreement shall remain in
full force and effect.

     Section 11.3  CAPTIONS. The captions herein are for convenience only and
shall not be considered a party of this Agreement for any purpose, including,
without limitation, the construction or interpretation of any provision hereof.

     Section 11.4  NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (a) if
personally delivered, when so delivered, (b) if mailed, two Business Days after
having been sent by registered or certified with return receipt requested,
postage prepaid and addressed to the intended recipient as set forth below, (c)
if given by facsimile, once such notice or other communication is transmitted to
the facsimile number specified below and the appropriate answer back or
telephonic confirmation is received, provided that such notice or other
communication is promptly thereafter mailed in accordance with the provisions of
clause (b) above or (d) if sent through an overnight delivery service in
circumstances in which such service guarantees next day delivery, the day
following being so sent:

                         (i)    If to Seller:

                                Prime Financial Corporation
                                16 South Pennsylvania Avenue
                                Oklahoma City, Oklahoma 73107
                                Attention: David R. Goss, Vice President
                                Telephone: (405) 235-4546
                                Facsimile: (405) 235-5067

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                                with copy to:

                                Prime Financial Corporation
                                16 South Pennsylvania Avenue
                                Oklahoma City, Oklahoma 73107
                                Attention: General Counsel
                                Telephone: (405) 235-4546
                                Facsimile: (405) 236-1209

                                Copy to:

                         (ii)   If to Buyer:

                                OBB Acquisition Corp.
                                c/o Roller Bearing Company of America, Inc.
                                60 Round Hill Road
                                Fairfield, Connecticut 06430
                                Attention:  Chief Executive Officer
                                Telephone Number: (203) 255-1511
                                Facsimile Number: (203) 256-0775

                                Copy to:

                                C. David Goldman
                                McDermott, Will & Emery
                                50 Rockefeller Plaza
                                New York, New York 10020
                                Telephone Number: (212) 547-5512
                                Facsimile Number: (212) 547-5444

Any party may give any notice, request, demand, claim or other communication
hereunder using any other means (including ordinary mail or electronic mail),
but no such notice, request, demand, claim or other communication shall be
deemed to have been duly given unless and until it actually is received by the
individual for whom it is intended. Any party may change the address to which
notices, requests, demands, claims and other communications hereunder are to be
delivered by giving the other parties notice in the manner herein set forth.

     Section 11.5  SUCCESSORS AND ASSIGNS. Neither this Agreement nor any of the
rights or obligations arising hereunder shall be assignable without the prior
written consent of the parties hereto. Nothing in this Agreement, express or
implied, shall confer upon any Person, other than the parties hereto, and their
successors and permitted assigns any rights or remedies under or by reason of
this Agreement.

     Section 11.6  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations, warranties, covenants and agreements made by Seller and by
Buyer, respectively, in this Agreement shall survive the Closing Date hereunder
and shall also survive and shall be

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unaffected by (and shall not be deemed waived by) any investigation, audit,
appraisal, or inspection at any time made by or on behalf of Buyer.

     Section 11.7  SCHEDULES AND EXHIBITS. The schedules and exhibits attached
hereto shall form a part of this Agreement and are hereby incorporated into this
Agreement by reference.

     Section 11.8  COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one and the same instrument.

     Section 11.9  CONSTRUCTION OF TERMS. Any reference herein to the masculine
or neuter shall include the masculine, the feminine and the neuter, and any
reference herein to the singular or plural shall include the opposite thereof.
The parties to this Agreement acknowledge that each party and counsel to each
party has participated in the drafting of this Agreement and agree that this
Agreement shall not be interpreted against one party or the other based upon who
drafted it.

     Section 11.10 ATTORNEYS' FEES AND COSTS. Unless otherwise provided herein
to the contrary, in the event any action or proceeding is commenced by any party
to this Agreement to (a) determine rights, duties or obligations under this
Agreement, (b) determine a breach of this Agreement and obtain damages as a
result of such breach or (c) otherwise enforce this Agreement, the prevailing
party in such action or proceeding shall be entitled to recover from the
non-prevailing party all of the prevailing party's out-of-pocket costs and
expenses, including, without limitation, all reasonable attorneys' fees,
disbursements and related charges. A party will be considered the prevailing
party if (i) it initiated the litigation and substantially obtains the relief it
sought, either through a judgment or arbitration award or the losing party's
voluntary action before arbitration, trial, or judgment, (ii) the other party
withdraws its action without substantially obtaining the relief it sought, or
(iii) such party did not initiate the litigation and judgment is entered into
for any party, but without substantially granting the relief sought by the
initiating party or granting more substantial relief to the non-initiating party
with respect to any counterclaim, asserted by the non-initiating party in
connection with such litigation.

     Section 11.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONTROLLED, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT GIVING
EFFECT TO ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REQUIRE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     Section 11.12 FACSIMILE EXECUTION. Each counterpart of this Agreement may
be executed and transmitted by facsimile transmission. The parties will
initially accept facsimile signature pages. The original documents shall be
delivered by hand or courier within one (1) Business Day of the execution of the
documents. Counsel for the parties will substitute and provide original
signature pages to the other parties as soon as they are received.

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     IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
day and year first above written.

SELLER:                         PRIME FINANCIAL CORPORATION.


                                By:    /s/ David R. Goss
                                       -----------------------------------------
                                Name:  David R. Goss
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------


BUYER:                          OBB ACQUISITION CORP.


                                By:    /s/ Michael S. Gostomski
                                       -----------------------------------------
                                Name:  Michael S. Gostomski
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

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                                  SCHEDULE 9.1

                        CUSTOMERS SUBJECT TO NON-COMPETE


1    Dana Kirkstall Specialty Axle

2    Holland Hitch International

3    Westport Axle Corporation

4    Bergstrom Company

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