Preliminary Agreement
for sale of shares in HSW - Zaklad Kuznia Matrycowa Sp. z o.o. -  













HUTA STALOWA WOLA S.A. 



with its seat in
Stalowa Wola 



and 



HSW Fundusz Kapitalowy
Sp. z o.o. 



with its seat in
Stalowa Wola 



Sellers 








LADISH Co., Inc.

with its seat in Cudahy, Wisconsin; United States of America 
Buyer








PRELIMINARY AGREEMENT
FOR SALE OF SHARES IN 



the share capital of 



HSW — Zaklad
Kuznia Matrycowa  



Spólka z
ograniczona odpowiedzialnoscia  



with its seat in
Stalowa Wola  



concluded on February
24, 2005 



in Stalowa Wola 








1 











PRELIMINARY AGREEMENT
FOR SALE OF SHARES IN 



HSW — Zaklad
Kuznia Matrycowa Sp. z o.o.  



with its seat in
Stalowa Wola 



This Preliminary
Agreement for Sale of Shares (hereinafter: the “Agreement”) is concluded
on February 24, 2005 in Stalowa Wola between:  



	1.	 Huta
Stalowa Wola Spólka Akcyjna with its seat in Stalowa Wola, a
joint stock company duly established under the laws of Poland and
entered into the register of business entities maintained by the
District Court in Rzeszów, XII Commercial Division of National
Court Register, under the number KRS 0000004324, represented by
Messrs Miroslaw Bryska — the President of the Management Board
and Pawel Stawowy — the member of the Management Board,  






	 	
hereinafter
referred to in the Agreement as “HSW S.A.” 






	 	
and 






	 	
HSW
Fundusz Kapitalowy Spólka z ograniczona odpowiedzialnoscia with its seat in
Stalowa Wola, a limited liability company duly established under the laws of Poland and
entered into the register of business entities maintained by the District Court in Rzeszów,
XII Commercial Division of National Court Register, under the number KRS 0000199916,
represented by Mr Andrzej Tyrala — the President of the Management Board and Ms
Hanna Szopinska-Juchno — the member of the Management Board,  






	 	
hereinafter
referred to in the Agreement as “HSW Fundusz Kapitalowy Sp. z o.o.”  






	 	
hereinafter
collectively with HSW S.A. referred to as the “Sellers” 






	 	
(Schedule
A to the Agreement constitutes a valid excerpt from the Register of Business Entities
of the National Court Register of HSW SA)  






	 	
(Schedule
B to the Agreement constitutes a valid excerpt from the Register of Business Entities
of the National Court Register of HSW Fundusz Kapitalowy Sp. z o.o.)  






	 	
and  






	2.	Ladish
Co., Inc. with its seat in Cudahy, Wisconsin (United States of
                    America), a corporation established and operating in accordance with
the law of                     Wisconsin, represented by Mr. Kerry Woody, the President
and Chief Executive                     Officer,  






	 	
hereinafter
referred to as the “Buyer” or “Ladish”  






	 	
(Schedule
C to the Agreement constitutes a valid copy of the certificate of good standing and
incorporation of the Buyer.)  







2 











PREAMBLE: 



Whereas: 



The Agreement is concluded following
negotiations at the invitation of the Sellers. 



In reply to the above-mentioned
invitation, the Buyer submitted an offer which was the basis for negotiations, and
subsequently arrangements of the Parties contained in the Agreement, 



the Parties to the Agreement have
resolved as follows: 



DEFINITIONS: 



The terms used in this Agreement have
the following meanings, both when used in the singular and in the plural: 



Shares — means (i) the
entire share held by HSW S.A. in the share capital of the Company, of a nominal value of
PLN 25,331,800 (twenty five million three hundred thirty one thousand eight hundred
zlotys) representing 66.32% (sixty six and thirty two hundredths of per cent) of the
Company share capital, entitling to 253318 votes at each shareholders voting, representing
66.32% (sixty six and thirty two hundredths of per cent) of all votes at any shareholders
voting, and (ii) the entire share held by HSW — Fundusz Kapitalowy Sp. z o.o. in the
share capital of the Company, of a nominal value of PLN 9,071,500 (nine million seventy
one thousand five hundred zlotys) representing 23.75% (twenty three and seventy five
hundredths of per cent) of the Company share capital, entitling to 90,715 votes at each
shareholders voting, representing 23.75% (twenty three and seventy five hundredths of per
cent) of all votes at any shareholders voting; 



Promised Shares Sale Agreement —
 shall mean the promised agreement (within the meaning of art. 389 § 1
of the Polish Civil Code) for sale of the Shares, in the form substantially set forth in
Schedule No 1.2.2(e), which shall be executed by the Parties at the Closing Date
and by virtue of which, the Sellers shall sell the Shares to the Buyer and the Buyer shall
purchase the Shares from the Sellers and pay the Purchase Price to the Sellers, on the
terms specified therein. 



Remaining Shares — means
all the remaining shares in the share capital of the Company, apart from the Shares, which
remain the property of Third Parties, of a nominal value of PLN 3,795,100 (three million
seven hundred ninety five thousand one hundred zlotys) representing 9.93% (nine and ninety
three per cent) of the Company share capital; 



UOKiK Permit — shall have the
meaning assigned in Art. 1 § 3 Sec. 1 (m) hereof;  



MSWiA Permit — shall have the
meaning assigned in Art. 1 § 3 Sec. 1 (n) hereof;  



Purchase Price — shall
have the meaning assigned in Art. 1 § 7 hereof; 



Best Knowledge of the Sellers —
 shall mean the knowledge which each of Sellers possess having acted with the
highest professional standards of conduct and diligently and consistently exercised all of
his shareholder’s rights 



Closing Date — shall have
the meaning assigned in Art. 1 § 2 hereof. The exact date of the Closing Day
shall be set by the Parties in accordance with stipulations of this Agreement; 



Force Majeure — shall
mean an event or circumstance (i) which is beyond a Party’s control, (ii) which such
Party could not reasonably have provided against before entering into the Agreement, (iii)
which, having arisen, such Party could not reasonably have avoided or overcome, and (iv)
which is not attributable to the Party. Force Majeure includes the following events or
circumstances, so long as all these conditions (i) to (iv) above are satisfied: 






3 











	 	(a)  	war,
hostilities (whether war be declared or not), invasion, act of foreign
               enemies,  






	 	(b)  	rebellion,
terrorism, revolution, insurrection, military or usurped power, or                civil
war,  






	 	(c)  	riot,
commotion, general strike,  






	 	(d)  	ionising
radiation or contamination by radio-activity,  






	 	(e)  	operation
of the forces of nature such as earthquake, hurricane, flood,                lightning,
flow, typhoon, or volcanic activity,  






	 	(f)  	explosions,
fires, construction catastrophe (katastrofa budowlana),                equipment
or machine damage, shortage of water or electric energy,  






	 	(g)  	nationalization,
expropriation, reprivatization of the assets of the Company or                shares held
by Ladish in the Company.  






Third Party — means any
physical person, legal person or business entity not having legal personality yet which
takes part in trade, different than a Party to the Agreement; 



Company — means “HSW
– Zaklad Kuznia Matrycowa” Spólka z ograniczona
odpowiedzialnoscia with its seat in Stalowa Wola, a limited liability company
duly established under the laws of Poland and entered into the register of business
entities maintained by the District Court in Rzeszów, XII Commercial Division of
the National Court Register under number KRS 0000065981 on November 26, 2001; 



PeKaO — means Bank Polska
Kasa Opieki S.A. I Oddzial in Stalowa Wola; 



Enesta Deposited Amount — shall have
the meaning defined in Art. 1 § 7 Sec. 3 hereof;  



HSW Deposited Amount —
shall mean the amount equal to the sum of (i) the value of the Assigned Receivables as of
the Closing Date and (ii) the Company’s Receivables toward HSW as of the Closing
Date; 



Secured Receivables —
means (i) the receivable in the amount of PLN 19,826,456.54 (nineteen million eight
hundred twenty six thousand four hundred fifty six zlotys fifty four groszys) resulting
from the agreement of May 24, 2003, hereinafter the “Enesta Secured
Receivable” and (ii) PLN 24,800,000 (twenty four million eight hundred thousand
zlotys) resulting from the agreement of November 18, 1994, hereinafter the “PeKaO
Secured Receivable”. 



Capital Group HSW — means
HSW S.A. and its subsidiaries and Affiliates; 



Closing — shall have the
meaning assigned in Art. 1 § 2 hereof; 



Confirmation Statement —
shall mean a statement of the Managers, executed as of the Closing Date, representing
attachment No. 1 to the Disclosure Agreement, confirming no change in the representations
and warranties made by the Managers in the Disclosure Agreement on the date hereof, except
for changes resulting from actions authorized by Ladish pursuant to the Transitional
Period stipulations set forth herein or actions which pursuant to stipulations set forth
herein did not require such authorization; 






4 












Disclosure Agreement —
shall mean the agreement executed on the date hereof by the Managers of the Company on
hand and by Ladish, HSW S.A. and HSW Fundusz Kapitalowy Sp. z o.o. in the form
substantially set forth in Schedule No. 3.6.2, containing the representations and
warranties of the Managers of the Company pertaining to the activities and condition of
the Company as well as obligations to comply with the Transitional Period restrictions set
forth in Art. 4 herein; 



Enesta Escrow Account  —
shall mean an escrow account established pursuant to the pertinent escrow account
agreement, executed by and among Enesta, HSW S.A., HSW Fundusz Kapitalowy Sp. z o.o. and
Ladish and the escrow bank indicated by Enesta and accepted by the remaining parties
thereto, established for purposes of releasing the Shares from Enesta Pledge; 



HSW Escrow Account  —
shall mean an escrow account established pursuant to the pertinent escrow account
agreement, executed by and among HSW S.A., the Company, HSJ and Ladish and the escrow bank
indicated by Ladish, established for purposes of depositing the portion of the Purchase
Price equal to the HSW Deposited Amount, as collateral for payment by HSW S.A. of the
remuneration for the Assigned Receivables and repayment by HSW S.A. of the Company’s
Receivables toward HSW; 



Transmission Units Plant
– means HSW – Zaklad Zespolów Napedowych Sp. z o.o. with its
seat in Stalowa Wola, entered into the register of business entities maintained by the
District Court in Rzeszów, XII Commercial Division of National Court Register,
under the number KRS 0000051673; 



Mechanical Units Plant –
means HSW – Zaklad Zespolów Mechanicznych Sp. z o.o. with its seat in
Stalowa Wola, entered into the register of business entities maintained by the District
Court in Rzeszów, XII Commercial Division of National Court Register, under the
number KRS 0000005122; 



HSJ — means HSW Huta
Stali Jakosciowych Spólka z ograniczona
odpowiedzialnoscia, with its seat in Stalowa Wola, entered into the register of
business entities maintained by the District Court in Rzeszów, XII Commercial
Division of National Court Register, under the number KRS 0000195945; 



Assigned Receivables —
shall mean any and all receivables, which the Company will have as of the Closing Date,
toward Mechanical Units Plant or Transmission Units Plant, and which are due for period
longer than 45 days, including the receivables from the past operations of the Company,
which were due for period longer than 45 days, but pursuant agreements entered with
Mechanical Units Plant or Transmission Units Plant, their repayment has been rescheduled
so that they may be due within the period of 45 days prior to the Closing Date or due
after the Closing Date; 



Company’s Receivables
toward HSW — shall mean any and all receivables, which the Company will have
as of the Closing Date, toward HSW S.A., and which are due for period longer than 45 days,
including the receivables from the past operations of the Company, which were due for
period longer than 45 days, but pursuant agreements entered with HSW S.A., their repayment
has been rescheduled so that they may be due within the period of 45 days prior to the
Closing Date or due after the Closing Date; 



Conditional Assignment of Assigned
Receivables Agreement, shall mean the agreement substantially in the form attached as
Schedule 1.2.2 (d)(i) hereto, which shall be executed by HSW S.A. and the Company
on the Closing Date, under which the Company shall, assign to HSW S.A. all the Assigned
Receivables, under the condition that such receivables in the amount equal or smaller then
the amount of the Assigned Receivables as of the Closing Date shall exist 30 days
following the Closing Date. Provided fulfillment of the aforesaid condition precedent, HSW
S.A. shall pay to the Company for the Assigned Receivables the remuneration equal to the
amount of such receivables as of their assignment to HSW S.A (i.e. 30 days following the
Closing Date); 



Enesta Pledge – shall
mean pledges established by HSW S.A. and by HSW Fundusz Kapitalowy Sp. z o.o. in favor of
Enesta, pursuant to the agreements of May 28, 2003, securing Enesta Secured Receivable; 






5 











PeKaO Pledge – shall mean
a registered pledge established by HSW S.A. in favor of PeKaO pursuant to the agreement of
September 19, 2000, registered in the registry of pledges on December 1, 2000, securing
PeKaO Secured Receivable; 



Managers — shall mean the
current Management Board members of, and the chief financial officer (glówny
ksiegowy) of the Company, as well as any persons who would substitute the current
Management Board members or the chief financial officer in their posts or will be
appointed to the Management Board between the date hereof and the Closing Date, except for
the Ladish Manager; 



Ladish Manager — shall have the
meaning assigned in Art. 4 § 1 Sec. 4 hereof;  



Parties – means the
Sellers and the Buyer; 



Enesta – shall mean ENESTA
Sp z o.o. with its seat in Stalowa Wola, entered into the register of business entities
maintained by the District Court in Rzeszów, XII Commercial Division of National
Court Register, under the number KRS 0000022699; 



Pledge Waiver Statement
— shall mean the statement duly executed by Enesta and duly acknowledged by HSW S.A and
by HSW Fundusz Kapitalowy Sp. z o.o., in the form set forth in Schedule 1.3.1 (s) hereto,
waiving and terminating the Enesta Pledge;  



Sellers’ Accounts —
shall mean (i) bank account opened by HSW S.A (hereinafter, “HSW
Account”) and (ii) a bank account opened by HSW Fundusz Kapitalowy Sp. z o.o.
(hereinafter, “HSW Fundusz Kapitalowy Account”), in the same bank operating in
Poland, in which Ladish shall have opened its bank account in connection with this
transaction, for purposes of assuring transfer in real time to such accounts of the
portion of the Purchase Price, payable by Ladish to the Sellers pursuant to Art. 1
§ 7 hereto; 



Business Day – means a
business day on which banks are open in the Republic of Poland and in the United States of
America; 



Transitional Period –
means the period between the date of signing the Agreement and the Closing Date; 



Affiliate(s) – means
any entity toward which the respective Party is, as of that moment,           an entity
“dominant” in the meaning of Art. 4 § 1 Point 4 of           the
Polish Commercial Companies Code;  



Collective Bargaining Agreement
— shall mean the collective bargaining agreement executed on November 30, 2004 by
the Management Board of the Company and Trade Unions, registered on February 14, 2005 by
the National Labor Inspection; 



Social Agreement — shall
mean the agreement executed on April 14, 2003 by and among HSW S.A. and companies of HSW
Group and Labor Unions, which set forth the terms for cooperation between the management
board of HSW S.A. and management boards of HSW Group and labor unions in the process of
restructurization of HSW Group companies, regaining financial stability and performance of
restructurization plans in years 2003 – 2007, listed in Schedule 3.6.3 item 284
hereto. 



Labor Bylaws — shall mean
the labor bylaws binding in HSW S.A. and implemented by a virtue of the resolution of the
Management Board of the Company No. 1/95 dated January 5, 1995, currently applicable in
the Company; 



Restructurization Law —
shall mean the law of August 30, 2002 on restructurization of certain public payables from
entrepreneurs (Journal of Law Nr 155 item 1287 with subsequent amendments). 






6 










Transaction Documents —
mean this Agreement, Promised Shares Sale Agreement, Disclosure Agreement; Pledge Waiver
Statement and any agreements (including the escrow agreements) or documents executed in
connection therewith. 






7 












Art. 1.     
SUBJECT MATTER OF THE AGREEMENT 



§ 1.    
     Execution of the Promised Shares Sale Agreement  



	 	
Upon
the terms and subject to the satisfaction or waiver of conditions set forth in this
Agreement, the Sellers and the Buyer obligate themselves to execute, on the Closing Date,
the Promised Shares Sale Agreement, under which the Buyer will purchase the Shares from
the Sellers on the Closing Date, for the Purchase Price, as defined in Art. 1 §
7 hereof, free and clear of any encumbrances, limited rights in rem, claims and
other rights of Third Parties, together with all rights and obligations attached thereto.
The Parties agree that delivery by Enesta of the Pledge Waiver Statement to the Enesta
Escrow Account bank, pursuant to stipulations of Art. 1 § 5 Sec. 5 hereof, shall
be tantamount with freeing the Shares from the Enesta Pledge, currently existing on the
Shares in favor of Enesta. 






§ 2.    
     Closing
Date and Closing Deliveries  



	 	
1.
          On the terms and subject to the conditions hereof, on the date as mutually
          agreed by the Parties yet not later than 1 (one) month from the later of the
two           dates: (i) the date of obtaining by Ladish of the UOKiK Permit or (ii) the
date           of obtaining by Ladish of the MSWiA Permit, provided the satisfaction or
waiver           pursuant to Article 1 §§ 3 and 4 hereof of all the
conditions           set forth in Article 1 §§ 3 and 4 hereof, however
in any case           not later than within 9 months from the day of signing the
Agreement (the           “Closing Date”) the Sellers and the Buyer shall
execute the           Promised Shares Sale Agreement, under which the Sellers shall
transfer the           Shares, free of any encumbrances, limited rights in rem,
claims and other           rights of third parties, with all the rights attached thereto,
to the Buyer and           the Buyer shall pay the Sellers the Purchase Price. The
Closing shall take place           at 11:00 A.M. at the offices of Soltysinski,
Kawecki &          Szlezak in Warsaw, Poland on the Closing Date.  






	2. 	On
the Closing Date the Parties shall take the following actions (collectively
          referred to as the “Closing”); for the avoidance of doubt, the
          Parties agree that only the performance of a given action shall trigger the
          obligation to perform a subsequent action:  






	 	a)  	the
Sellers shall deliver to the Buyer originals of any consents, certificates,
               excerpts, or other documents required pursuant to Article 1 § 3
of this                Agreement;  






	 	b)  	the
Parties shall execute a statement confirming that all conditions precedent
               as set forth herein have been fulfilled or waived, if applicable;  






	 	c)  	each
Party shall deliver to the other Party a confirmation, in the form set
               forth in Schedule 1.2.2 (c) that all its representations and
warranties                made herein remain true and accurate as of the Closing Date and
will be repeated                by the Parties in the Promised Shares Sale Agreement;
Additionally, the Sellers                shall deliver to the Buyer (i) a Confirmation
Statement confirming no change in                the representations and warranties made
to Ladish by the Managers in the                Disclosure Agreement and (ii) resignation
letter of the Supervisory Board and                Management Board members, mentioned in
Art. 1 § 3 Sec. 1 point (w)                below;  






	 	d)  	HSW
S.A. and the Company shall enter into Conditional Assignment of Assigned
               Receivables Agreement, substantially in the form attached as Schedule
1.2.2                (d)(i) hereto and shall determine the value as of the Closing
Date of the                Company’s Receivables toward HSW and shall inform the
Buyer about it with                notification in the form set forth substantially in Schedule
1.2.2 (d)(ii) hereto;  






	 	e)  	the
Sellers and the Buyer shall execute the Promised Shares Sale Agreement
               substantially in the form attached as Schedule 1.2.2 (e) hereto;  









8 











	 	f)  	the
Buyer shall make payment orders, pursuant to stipulations of Art. Article 1
               § 7 of this Agreement and pursuant to the respective stipulations
of                the Promised Shares Sale Agreement;  






	 	g)  	the
Buyer shall deliver to the Enesta Escrow Account bank notice confirming
               execution of the Promised Shares Sale Agreement, as contemplated in Art. 1
               § 7 Sec. 5 (4)(b);  






	 	h)  	the
Buyer shall deliver to the Company a notification made in accordance with
               Article 6 and 187 of the Commercial Companies Code, informing that the
Buyer has                become, as a result of the transfer of the Shares, a shareholder
and dominant                entity vis-á-vis the Company. The notification shall
be executed by the                Buyer in the form set forth in Schedule 1.2.2 (h)
 hereto;  






	 	i)  	the
Buyer shall cause the Management Board of the Company to promptly record the
               Buyer as a shareholder holding the Shares in the Company in the pertinent
share                ledger, and to sign a new list of shareholders and notification
addressed to the                relevant court, in the form set forth in Schedule
1.2.2 (i) hereto;  







§ 3.   
     Conditions
precedent for Buyer's Obligation to execute the Promised Shares Sale Agreement  



	1. 	The
obligation of the Buyer to execute the Promised Shares Sale Agreement shall
               be conditional and effective only upon satisfaction (or waiver by the
Buyer) of                each of the following conditions (for the avoidance of doubt,
the conditions                precedent specified in this Article 1 § 3 shall be
reserved for the                benefit of the Buyer and Buyer shall be entitled, at its
sole discretion, to                waive any of such conditions and execute the Promised
Shares Sale Agreement and                pay for any Shares despite non-fulfillment of
such conditions):  






	 	a)  	The
representations and warranties of the Sellers contained in this Agreement or
               in any Schedule attached hereto shall be true and correct in all material
               respects and shall be repeated, at the Closing Date; there shall be no
breach of                the Sellers’ obligations under this Agreement;  






	 	b)  	The
representations and warranties of the Managers contained in the Disclosure
               Agreement or in any schedule attached thereto or delivered pursuant to
that                agreement shall be true and correct in all material respects and
shall be                repeated, at the Closing Date in the Confirmation Statement;
there shall be no                breach of the Managers’ obligations under the
Disclosure Agreement and all                the obligations of the Managers set forth in
the Disclosure Agreement shall have                been duly performed in the manner
described therein; for avoidance of doubt, the                truthfulness or
completeness of the representations and warranties contemplated                in point
(a) above and in this point may be contested by Ladish based on the
               documents, knowledge and findings of Ladish obtained as a result of its
audits                of the Company or independent investigations of Ladish;  






	 	c)  	Receipt
by the Buyer from the Sellers of the consolidated text of the notarized
               Articles of Association;  






	 	d)  	Receipt
by the Buyer from the Sellers of a statement from the Central Pledge
               Register issued not later than three days prior to the Closing Date,
stating                that neither the Sellers in relation to the Shares nor the Company
in relation                to all its assets, are listed as the pledgor in the register
of pledges, and                that there are no proceedings pending for the entry of any
pledge;  









9 










	 	e)  	Receipt
by the Buyer from the Sellers of excerpts from the Central Treasury                Pledge
Register issued by the Minister of Finance not later than two days prior
               to the Closing Date, confirming that there are no pledges on any assets of
the                Company, or on the Shares owned by the Sellers;  






	 	f)  	Receipt
by the Buyer from the Sellers of excerpts from land and mortgage                registers
maintained for real estate being the property of or being in perpetual
               usufruct of the Company issued not later than two weeks prior to the
Closing                Date, confirming that there are no mortgages encumbering the said
real                properties, except for the compulsory mortgage established on January
9, 2002 in                favor Social Security Fund (ZUS) in Stalowa Wola for the amount
of 3,551,294.44                PLN (three million five hundred fifty one thousand two
hundred ninety four and                forty four groszys) securing performance of the
restructurization agreement                executed according to Restructurization Law,
envisaging repayment in                installments of payables till August 25, 2005,
which mortgage shall be released                upon repayment of such payables;  






	 	g)  	Receipt
by the Buyer from the Sellers of certificates (with respect to the
               Company) of: (i) the Revenue Office, (ii) of the pertinent Social Security
               Agency Branch (ZUS), (iii) of State’s Fund for Rehabilitation
of                Disabled Persons (PFRON), and (iv) of the pertinent Municipal
Authority,                issued not later than 7 (seven) days prior to the Closing Date,
confirming that                the Company is not in arrears with any taxes, social dues
or other public                charges payable to the above institutions (except for
taxes, charges and fees                covered by the restructurization of public
payables in accordance with                Restructurization Law), and that such taxes,
charges and fees are payable in                accordance with the pertinent
restructurization timetable;  






	 	h)  	Receipt
by the Buyer of a statement from the Managers confirming that at the
               Closing Date the Company remains the sole owner of all assets (including,
but                not limited to assets listed in Schedule 1.3.1 (h)1),
which                the Company has been using on normal basis for its production
purposes;  






	 	i)  	Receipt
by the Buyer of a statement from the Managers confirming that there are                no
encumbrances on Company assets and that none of the assets used by the
               Company is subject to any transfer of ownership agreement, or other
agreement                obligating the Company to transfer, encumber or otherwise
dispose of such                assets, except for sale or cooperation agreements
pertaining to sale or delivery                of finished products, tools,
instrumentation (oprzyrzadowanie),                metal scrap of the Company;  






	 	j)  	Receipt
by HSW S.A. of the resolution of the General Assembly of Shareholders of
               HSW S.A. consenting to sale of the Share held by HSW S.A. in the Company
to the                Buyer;  






	 	k)  	Receipt
by HSW – Fundusz Kapitalowy Sp. z o.o. of the resolution of the
               Meeting of Shareholders of HSW – Fundusz Kapitalowy Sp. z o.o.
consenting                to the sale of Shares in the Company held by HSW – Fundusz
Kapitalowy Sp. z                o.o. to the Buyer;  






	 	l)  	receipt
by the Buyer from the Managers confirmation of absence as of the Closing
               Date of any powers of attorney, including prokuras, granted by the Company
to                any Third Parties, except for the powers of attorney for pending
lawsuits,                enumerated in such statement;  






	 	m)  	Receipt
by the Buyer of the unconditional clearance decision regarding to the
               acquisition of Shares by the Buyer of the President of the Competition and
               Consumer Protection Office or in this respect the conditional consent of
the                President of the Competition and Consumer Protection Office, with the
               reservation that the conditions stipulated in such conditional decision
are                – in the exclusive opinion of the Buyer – acceptable to the
Buyer                (“UOKiK Permit”);  






___________________________________

1 List of Company's fixed assets (ewidencja srodkow trwalych)  






10 











	 	n)  	Receipt
by the Buyer of a permit of the Minister of Internal Affairs and
               Administration for the acquisition of the Shares (“MSWiA
               Permit”);  






	 	o)  	Receipt
by the Buyer of a copy of the Conditional Assignment of Assigned
               Receivables Agreement, duly executed by HSW S.A. and the Company and
information                about the amount of the Company’s Receivables toward HSW;  






	 	p)  	acceptable
to Ladish results of pre closing audit of the Company in accordance                with
Art. 1 § 6 below;  






	 	q)  	Receipt
by the Buyer of a satisfactory to the Buyer annex to agreements                concluded
between the Company, Fumis-Bumar, and Energocontrol, clarifying the                legal
status of the furnace and stating, inter alia, that Fumis-Bumar and
               Energocontrol do not have any claims against the Company and waive any
such                claims against the Company;  






	 	r)  	receipt
by the Buyer of from the Sellers of the consent of the Management Board                of
the Company for sale of Shares to the Buyer;  






	 	s)  	receipt
by the Buyer from the Enesta Escrow Account bank of the confirmation of
               Enesta’s delivery to the Enesta Escrow Account bank of the original
copy of                the Pledge Waiver Statement executed by Enesta, in the form set
forth in Schedule 1.3.1 (s) hereto, along with the copy of such Pledge
               Waiver Statement;  






	 	t)  	Receipt
by the Buyer of annexes to the existing agreements between the Company                and
the companies of the Capital Group HSW, amending the existing agreements in
               the manner satisfactory to Ladish;  






	 	u)  	Ladish
Manager has been appointed to, and remains as of the Closing Date, member
               of the Management Board of the Company; this condition shall be deemed to
be                fulfilled in case of resignation of the Ladish Manager made between the
moment                of his appointment and the Closing Date;  






	 	v)  	Execution
of the HSW Escrow Account agreement;  






	 	w)  	upon
presentation to Ladish of the Confirmation Statement, contemplated in point
               b) above and upon fulfillment of conditions set forth in points (h), (i)
and (l)                above, members of the Supervisory Board and Management Board shall
sign their                resignation letters with immediate effect and shall deliver
such letters to the                Company and Ladish, so that as a result of such
resignations, on the Closing                Date the Supervisory Board shall consist of
members appointed only by the                employees and the Management Board shall
consist of the President of the                Management Board and Ladish Manager.  







§ 4.   
     Conditions precedent to Sellers'
Obligation to execute the Promised Shares Sale Agreement  



	 	
The
obligation of the Sellers to execute the Promised Shares Sale Agreement at the Closing
Date shall be conditional and effective only upon satisfaction (or waiver by the Sellers)
of each of the following conditions (for the avoidance of doubt, conditions precedent
specified in this Article 1 § 4 shall be reserved for the benefit of the Sellers
and Sellers shall be entitled, at its sole discretion, to waive any of such conditions
and sell the Shares despite non-fulfillment of such conditions): 









11 










	 	a)  	The
representations and warranties of the Buyer contained in this Agreement or
               in any Schedule attached thereto shall be true and correct in all material
               respects and shall be repeated, at the Closing Date; there shall be no
breach of                the Buyer’s obligations under this Agreement;  






	 	b)  	The
consents as set forth in Art. 1 § 3 (m) and (n) shall have been
               obtained in accordance with applicable law and there are no grounds for
the                challenge of such consents by any Third Party or the applicable
authority;  






	 	c)  	Receipt
by the Sellers from the Buyer of the copy of its Board of Directors
               approval of execution of the Promised Shares Sale Agreement;  






	 	d)  	Receipt
by the Sellers of annexes to the existing agreements between the Company
               and the companies of the Capital Group HSW, amending the existing
agreements in                the manner satisfactory to the Sellers;  






	 	e)  	Crediting
the Enesta Escrow Account with the Enesta Deposited Amount;  






	 	f)  	Execution
of the HSW Escrow Account agreement.  






§ 5.   
     Fulfillment of the conditions precedent  



	1. 	The
Buyer undertakes to file applications for the decisions referred to in Art.
               1 § 3 (m) and (n) above within 14 (fourteen) days of the date of
               conclusion of the Agreement, provided that the Buyer obtains, with proper
time                advance, from the Company and the Sellers all relevant information
and                documents, requisite for submission of the complete applications. The
Buyer also                undertakes to duly (i.e. in compliance with the deadlines set
down by the                Competition and Consumer Protection Office and Ministry of
Internal Affairs and                Administration and specific legal provisions)
supplement the filed applications,                should this prove to be necessary,
provided that the Buyer obtains, with proper                time advance, from the
Company and the Sellers all relevant information and                documents, requisite
for submission of the supplements to application(s). The                Parties shall
undertake efforts to complete and submit the applications within                14 days
from the date hereof.  






	2. 	The
Parties hereby undertake to make every effort to ensure fulfillment of the
               conditions precedent. Without breaching the above provisions, the Parties
               resolve that all demands and questions from any state authorities and
courts                shall be handled by the Parties in consultation with each other and
to this end                the Parties shall engage in immediate co-operation and shall
ensure all                necessary information and assistance, legitimately demanded by
such state                authorities, courts or other authorities, after having received
a request in                this respect from the other party. Notwithstanding the
foregoing, all decisions                as to actions in such proceedings (including
without limitation any decision to                appeal or contest such proceedings or
portions thereof) shall be taken                exclusively by the parties making the
respective application, in its unfettered                discretion.  






	3. 	The
Parties represent that their objective is that the Closing Date occurs as
               quickly as possible, not later than 1 month from the later of the two
dates: (i)                the date of obtaining by Ladish of the UOKiK Permit or (ii) the
date of                obtaining by Ladish of the MSWiA Permit, however in any case not
later than                within 9 months from the day of signing the Agreement. After
this date, if any                of the conditions precedent has not been fulfilled, the
Agreement shall cease to                be binding and the Parties shall not be obliged
to execute the Promised Shares                Sale Agreement, unless the Parties resolve
otherwise and amend this Agreement                accordingly. If the Agreement expires,
in accordance with the previous sentence,                none of the Parties shall seek
any claims against the other Party, resulting                from a breach of the
obligations of the other Party under the Agreement.  









12 










	4. 	The
Parties shall immediately inform each other about fulfillment of the
               conditions precedent set out in Art.1 §§ 3
and 4                or the absence of such fulfillment or that fulfillment of one or
more of such                conditions precedent is impossible. Such notifications shall
be conveyed in                writing within 5 Business Days counting from the day of
service of the decision                or performance of the actions or receipt by the
Party of information on                performance of the actions referred to above, or
within 2 Business Days if it                becomes obvious that the condition precedent
will not be fulfilled.  






	5. 	The
Sellers and Ladish shall undertake best efforts to execute with Enesta and
               the Enesta Escrow Account bank, the Enesta Escrow Account agreement, on
the                terms and conditions set forth in Art. 1 § 7 Sec. 5 hereof,
within 1                (one) month from the date hereof. If the Enesta Escrow Account
agreement is not                executed within 1 (one) month from the date hereof, or
Enesta fails to deliver                to the Enesta Escrow Account bank, the original of
the Pledge Waiver Statement                within 2 (two) weeks from the date of
execution of the Enesta Escrow Account                agreement, then Ladish shall have
the right to terminate this Agreement with                immediate effect, without any
adverse legal consequences, including but not                limited, any obligation to
redress any damages suffered by the Sellers or the                Company as a result of
such termination.  






	6. 	If
despite:  






	 	(1)  	fulfillment
of all conditions precedent within the deadline set forth in Art. 1  §
2 Sec. 1 and Art. 1 § 5 Sec. 3 hereof, and  






	 	(2)  	performance
of the actions set forth in Art. 1 § 2 Sec. 2 (a)-(d)                hereof,  






	 	
a
Party refuses to execute the Promised Shares Sale Agreement, then such Party shall pay to
the remaining Party(ies) an aggregate contractual penalty in the amount of 4,000,000 PLN
(four million zlotys). 






§ 6.   
     Pre-Closing Audit  



	 	1.  	The
Closing shall not take place until the Buyer carries out the audit of the           state
of the Company enterprise on the following terms and conditions. The audit
          shall cover but not be limited to the following issues: (i) the status of the
          Company’s assets; (ii) quality of the Company’s receivables, (iii)
          level of payables, (iv) inventory levels, and (v) financial income (vi) update
          of legal matters (vii) soil testing. The scope of the audit shall be agreed by
          the Parties and the Company within 12 (twelve) Business Days from the date
          hereof. If the Parties and the Company fail to agree on the scope of audit,
then           Ladish shall be entitled to terminate this Agreement with immediate
effect,           without any adverse legal consequences, including but not limited, any
          obligation to redress any damages suffered by the Sellers or the Company as a
          result of such termination. The audit should be completed within 15 (fifteen)
          Business Days of the day on which all the conditions precedent, except for the
          condition referred to under Art. 1 § 3 Sec. 1 (p) above, are fulfilled
          or waived, if applicable.  






	 	2.  	If
as a result of the audit the Buyer finds out that any of the criteria set           forth
in Schedule 1.6.2 hereto have not been observed then the           Buyer
shall promptly notify about such fact the Sellers and shall have the right           to
terminate this Agreement with immediate effect, without any adverse
          consequences, including but not limited, any obligation to redress any damages
          suffered by the Sellers or the Company as a result of such termination. For
          avoidance of doubt, the Parties confirm that in case of termination of the
          Agreement by the Buyer, the Buyer shall remain liable for performance of the
          obligation set forth in Sec. 3 below and in Art. 4 § 1 Sec. 8 hereof.  






	 	3.  	If
the Buyer terminates the Agreement pursuant to stipulations set forth in Sec.           2
above, then the Sellers shall be released from obligation to cure any damages,
          which the Buyer may incur as a result of such termination.  









13 











	4. 	If
Ladish terminates this Agreement, then Ladish shall be obliged not to use the
          information concerning the Company, obtained during its audits of the Company.
          The aforesaid limitation does not apply to information, which is or was
publicly           available, or was known to Ladish prior to commencement of the audits.  






§ 7.   
     Price  



	1. 	In
view of the fact that the Shares are not equal, the Shares Sale Price shall
          constitute the nominal value of a Shares divided by 100 multiplied by the price
          paid in PLN by the Buyer for each 100 PLN of the nominal value of the share in
          the Company share capital, which shall amount to PLN 111.6172.  






	2. 	In
consideration for the Shares the Buyer shall pay the Sellers the aggregate
          Purchase Price in the amount of PLN 38,400.000 (thirty eight million four
          hundred thousand zlotys) of which the Buyer shall pay to HSW S.A. for HSW Share
          the amount of PLN 28,274,645.75 PLN (twenty eight million two hundred seventy
          four thousand six hundred forty five zlotys and seventy five groszys) and shall
          pay to HSW – Fundusz Kapitalowy Sp. z o.o. for HSW Fundusz Kapitalowy
Share           the amount of PLN . 10,125,354.25 PLN (ten million one hundred twenty
five           thousand three hundred fifty four zlotys and twenty five groszys).  






	3. 	The
Buyer shall pay the Purchase Price to the Sellers in the following manner:  






	 	(1) 	The
Buyer shall transfer at the Closing Date:  






	 	(a)  	to
HSW Fundusz Kapitalowy Account the amount of 10,125,354.25 PLN (ten million
               one hundred twenty five thousand three hundred fifty four zlotys and
twenty five                groszys), and  






	 	(b)  	to
HSW S.A. Account the amount equal to the difference between 28,274,645.75           PLN
(twenty eight million two hundred seventy four thousand six hundred forty           five
zlotys and seventy five groszys) and the sum of the Enesta Deposited Amount           and
the HSW Deposited Amount; and  






	 	(c) 	to
HSW Escrow Account, the HSW Deposit Amount;  






	 	(2)  	The
Buyer shall transfer till the Closing Date at latest the amount of 9,000,000
               PLN (nine million zlotys) to the Enesta Escrow Account (“Enesta
               Deposited Amount”).  






	 	
For
avoidance of doubt, the Parties confirm that crediting (i) the Sellers Accounts and (ii)
Enesta Escrow Account with amounts as contemplated above and debiting Ladish account with
transfer of HSW Deposit Amount to the HSW Escrow Account, shall be regarded by the
Parties as full and proper payment of the entire Purchase Price. 






	4. 	The
Parties agree to provide in the Promised Shares Sale Agreement that the
               Shares shall transfer to the Buyer upon crediting (i) the Sellers Accounts
and                (ii) Enesta Escrow Account with amounts as contemplated in Sec. 3
above and                debiting Ladish account with transfer of HSW Deposit Amount to
the HSW Escrow                Account.  






	5. 	The
Parties agree that the Enesta Escrow Account agreement shall provide the
               following:  






	 	(1)  	the
Escrow Account is opened in the name of Ladish;  









14 











	 	(2)  	the
Enesta Deposited Amount, along with any and all interest accrued shall
               remain during the deposit at the Enesta Escrow Account the property of
Ladish;  






	 	(3)  	HSW
S.A. shall instructs Ladish to transfer on behalf and account of HSW S.A.,
               provided fulfillment of the conditions precedent specified below, the
Enesta                Deposited Amount to Enesta. Enesta shall agree in the agreement to
accept such                transfer and confirm that despite the fact that the Secured
Receivable will only                be repaid in part with the Enesta Deposited Amount,
Enesta shall have, following                release of the Enesta Deposited Amount, no
claims toward the Shares or Ladish.;  






	 	(4)  	The
Enesta Deposited Amount, without the interest, shall be released to the bank
               account of Enesta, indicated in the Enesta Escrow Account agreement, only
if the                following conditions are jointly met:  






	 	(a)  	Enesta
has delivered to the Enesta Escrow Account bank the original copy of the
               Pledge Waiver Statement, and  






	 	                   (b)  	Ladish
has delivered to the Enesta Escrow                Account bank a notice informing the
Enesta Escrow Account bank about execution                of  the Promised Shares Sale
Agreement. 






	 	(5)  	If
both conditions specified in Point (4) above are fulfilled till November 24,
               2005, then the Escrow Account bank shall:  






	 	(a)  	transfer
the Enesta Deposited Amount to the bank account of Enesta, indicated in
               the Escrow Account agreement;  






	 	(b)  	deliver
to Ladish the original copy of the Pledge Waiver Statement; and  






	 	(c)  	transfer
the amount of accrued interest to bank account indicated by Ladish;  






	 	(6)  	If
both conditions specified in Point (4) above are not fulfilled till November
               24, 2005, then the Enesta Escrow Account bank shall transfer the Enesta
               Deposited Amount along with the entire amount of interest accrued, to the
bank                account indicated by the Ladish;  






	 	(7)  	The
costs and fees related with opening and maintenance of the Enesta Escrow
               Account shall be borne by HSW S.A.  






	6. 	The
Parties agree that the HSW Escrow Account agreement shall provide the
               following:  






	 	(1)  	the
HSW Escrow Account is opened in the name of HSW S.A.;  






	 	(2)  	the
HSW Deposited Amount, along with any and all interest accrued shall remain
               during the deposit at the Escrow Account the property of HSW S.A.;  






	 	(3)  	the
HSW Deposited Amount shall be, following expiry of the 30 days period from
               the Closing Date, transferred on behalf of the Company, to HSJ’s bank
               account indicated in writing to the HSW Escrow Account bank, as repayment
by the                Company of its overdue payables toward HS, unless prior to that
date the Company                or Ladish delivers to HSW Escrow Account bank a notice
informing:  






	 	(i)  	about
full satisfaction of the Assigned Receivables and Company’s
               Receivables toward HSW, in which case the entire HSW Deposited Amount
along with                all the interest accrued shall be transferred to a bank account
indicated in                writing by HSW S.A.; or  









15 










	 	(ii)  	about
partial satisfaction of the Assigned Receivables or Company’s
               Receivables toward HSW, in which case, the amount equal to the difference
               between the value of the HSW Deposited Amount and the value of the
partially                satisfied Assigned Receivables and Company’s Receivables
toward HSW shall                be transferred on behalf of the Company, to HSJ’s
bank account indicated in                writing to the HSW Escrow Account bank, as
repayment by the Company of its                overdue (i.e. due since more than 45 days)
payables toward HSJ, and the                remaining amount along with all the interest
accrued shall be transferred to a                bank account indicated in writing by HSW
S.A.  






	 	(4)  	The
costs and fees related with opening and maintenance of the HSW Escrow
               Account shall be borne by the Company or Ladish.  






Art. 2.   
 REPRESENTATIONS AND WARRANTIES OF SELLERS  



The Sellers represent and warrant to
the Buyer, subject to provisions of Art. 7 § 6 Sec. 2 hereof, as follows: 



§ 1.   
     Legal status of the Company  




	1. 	The
Company is a limited liability company, established and operating pursuant           to
Polish law, entered in the Register of Business Entities of the National           Court
Register maintained by the District Court in Rzeszów, XII           Commercial
Division of the National Court Register, under number           KRS 0000065981 on
November 26, 2001.  






	2. 	According
to the Best Knowledge of the Sellers, the Company has not applied for           the
declaration of its bankruptcy and has not been notified that an application           for
the declaration of the Company’s bankruptcy have been initiated or
          notified in writing by any third party.  






	3. 	The
Company does not have any subsidiaries. The Company does not hold any shares           in
any partnerships, companies or other entities in Poland or abroad or has
          rights, contingent or otherwise, to acquire any shares or securities of any
          other entity.  






	4. 	The
Articles of Association of the Company binding as of the execution date of           the
Agreement and the excerpt from the Register of Business Entities of the
          National Court Register constitute, respectively, Schedules 2.1.4 (a) and
(b) to this Agreement. There are no shareholders resolutions amending the
          Articles of Association of the Company, which are pending registration as of
the           date hereof.  






§ 2.   
     Shares and
Share Capital  



	1. 	The
Shares are free of the registered pledge or any other encumbrances, limited
          rights in rem, claims or other rights of Third Parties except as
          disclosed in Schedule 2.2.1. The Sellers covenant that until the Closing
          Date at latest, the Shares shall be free of the pledges referred to above or
any           other encumbrances, limited rights in rem, claims or other rights of
          third parties.  






	2. 	Except
as disclosed in Schedule 2.2.1 hereto, there is no agreement or
          obligation (whether contingent or actual) to create or give any encumbrance,
          limited right in rem, claim or other restriction in relation to
          the Shares. Except as disclosed in Schedule 2.2.1 no person claims to be
          entitled to any encumbrance, limited right in rem, claim or other rights
          in relation to the Shares. The Sellers have validly acquired the Shares, and
          there are no grounds for challenge of such acquisition by any Third Party
          (including without limitation, its creditors, other shareholders of the
Company,           whether past or present, or the Company).  









16 











	3. 	The
Shares are designated for sale and as such represent turnover assets           (aktywa
obrotowe), as property evidenced in the books of each Seller, and           do not
represent fixed assets of the Sellers (aktywa trwa3e) within           the
meaning of the pertinent accountancy laws applicable in Poland. The Shares           were
entered into the books of each respective Seller as turnover assets; HSW           S.A.
has made such entry on December 31, 2004 and HSW Fundusz Kapitalowy on           December
31, 2003.  






	4. 	The
Company’s share capital is PLN 38,198,400 (say: thirty eight million           one
hundred ninety eight thousand four hundred zlotys) and is divided into 51
          unequal shares.  






	5. 	The
share capital of the Company has been fully covered in accordance with the
          applicable provisions of Polish law. There is no agreement or arrangement to
          which the Company and/or the Sellers are parties to change the share capital of
          the Company. In particular, there are no shareholder resolutions increasing the
          share capital of the Company which have been adopted, but not yet registered.
          The Company has no issued any bonds or other securities, the holders of which
          have the right to vote (or which are convertible or exchangeable into rights
          having the right to vote) at the shareholders voting on any matter.  






§ 3.   
     The authorization of the Sellers  



	1. 	The
persons representing each of the Sellers at the signing of the Agreement
               represent that each of the Sellers is in possession of all the required
               authorizations and powers to execute and perform the Agreement.  






	2. 	The
Agreement was executed by each of the Sellers in accordance with the Polish
               law, represents the source of the Sellers’ obligations and the basis
for                the performance of the Agreement in accordance with the provisions
thereof.  






	3. 	The
execution and performance of the Agreement and execution and performance of
               the Promised Shares Sale Agreement by the Sellers shall not:  






	 	a)  	breach
the provisions of any permit, authorization or exemption, or a consent or
               confirmation, issued by public administration authorities pursuant to the
               provisions of law applicable to the Sellers, nor shall it require applying
for                or obtaining such a permit or consent;  






	 	b)  	breach
any administrative decision or a court decision or ruling applicable to
               the Sellers;  






	 	c)  	contradict
or cause the non-performance or undue performance, or be the                foundation
for the dissolution, annulment or early performance of any                obligation, in
connection with the Sellers’ charters or articles of                associations or
by-laws, or  






	 	d)  	breach
any term, reservation or stipulation of an agreement to which any of the
               Sellers is a party, or document or other obligation binding on any of the
               Sellers.  






§ 4.   
     The right to dispose of Shares  




	1. 	The
Sellers are the shareholders of the Company and have been duly executing
               their shareholders’ rights embedded in the Shares.  









17 











	2. 	The
Sellers are entitled to dispose of the Shares and, this right is free from
               any limitations resulting from the provisions of law, Sellers’ articles
of                association or charters and Third Party rights. In particular, the
Sellers have                obtained all required by law or their charters or articles of
associations,                approvals and consents for execution and performance of this
Agreement and for                execution and performance of the Promised Shares Sale
Agreement. All such                approvals and consents are attached hereto in Schedule
2.4.2. 






	3. 	The
Shares represent 90.07% of the shares in the share capital of the Company
               and represent 90.07 % of all the votes at each shareholders voting.  






	4. 	Except
for this Agreement there is no other agreement or commitment which                imposes
the obligation to establish, allocate, or transfer of any shares in the
               Company (together with options, pre-emptive or conversion rights).  






§ 5.   
     Financial Statements and No Material Changes  



	1. 	The
Sellers has heretofore furnished to the Buyer copies of financial statements of the
Company, as of 2003, 2002 and 2001 as approved by the shareholders meeting of the
Company, all reviewed by A&E Consult Sp. z o.o.(the audited financial statement of
the Company as at December 31, of a pertinent year, (such date, the “Balance
Sheet Date”) are hereinafter referred to as the “Financial Statements”).
The financial Statements, except as indicated therein otherwise, have been prepared in
accordance with the Polish Law of September 29 1994 on Accounting (Journal of Law of 2002
no 76, item 694 with subsequent amendments) and with Polish accounting principles
consistently followed and applied throughout the periods indicated. If at the Closing
Date exists financial statement of the Company as of 2004, approved by the shareholders
meeting of the Company then the Sellers shall deliver copy thereof to the Buyer and shall
make a representation about conformity of such financial statement sheet with the
financial statement approved by the shareholders meeting.  






§ 6.   
     Books and Records  



	1. 	The
minute books of the Company, contain records of all meetings of, and           corporate
action taken by (including action taken by written consent) the           shareholders of
the Company since its establishment. Except as reflected in such           minute books,
there are no minutes of meetings or resolutions of the           shareholders of the
Company. Except as reflected in such minute books, there are           no resolutions
adopted without meetings of the shareholders of the Company.  






§ 7.   
     Real
Property  




	1. 	Schedule
2.7.1 hereto contains an accurate and complete list of all real           property
owned or held in perpetual usufruct in whole by the Company  






	2 	The
Company’s real property is not encumbered with any limited rights, including a
statutory mortgage, or rights arising from lease, or life usufruct agreements, easements
except as disclosed in Schedule 2.7.2 hereto;  






§ 8.   
     Employment Guarantees or Compensations for Termination of Employment  



	1. 	Neither
the Company is a party, nor is it obligated to apply nor applies, nor           are any
of its employee covered by any agreement, regulation or any act of the
          so-called internal labor law which would grant to the employees any employment
          guarantees or similar privileges or which would impose on the Company an
          obligation to make any form of payments or compensations in case of termination
          of employment of its employee(s), in excess of the payments to which employees
          are entitled under the commonly applicable provisions of law or which would
          restrict the Company’s rights with respect to termination of employment
          beyond the restrictions stemming from the commonly applicable provisions of
law,           except for the agreements or contracts, if any, which may be during the
          Transitional Period entered into or approved by Ladish.  









18 











	2. 	Neither
the Collective Bargaining Agreement nor the Social Agreement to which           the
Company is a party, nor the Labor Bylaws (Regulamin Pracy) which the
          Company applies, represents an agreement nor contains any stipulations
          contemplated in Sec.1 of this paragraph 8.  






§ 9.   
     Exclusivity of representations and warranties  



	1. 	The
representations and warranties of the Sellers contained in this Art. 2   §§
1-8 are the sole representations and warranties regarding           the Company and the
Shares binding on the Sellers on which the Buyer may rely in           execution of the
Agreement.  






Art. 3.     
REPRESENTATIONS AND WARRANTIES OF THE BUYER; RESTRICTIONS AND
          OBLIGATIONS OF THE BUYER 



The Buyer represents and warrants to
the Sellers as follows:  



§ 1.   
     Legal Status  



	1. 	The
Buyer has the legal capacity and the capacity to enter into legal
               transactions, and the persons representing the Buyer are duly authorized
to                execute and perform this Agreement and the Promised Shares Sale
Agreement.  






	2. 	The
Agreement was executed by the Buyer in accordance with laws binding upon the
               Buyer, represents the source of the Buyer’s obligations and the basis
for                the performance of the Agreement in accordance with the provisions
thereof.  






§ 2.   
     Consents and confirmations. Absence of breaches  



	1. 	Except
as disclosed in Schedule 3.2.1 hereof, execution and performance           of the
Agreement and execution and performance of the Promised Shares Sale           Agreement
by the Buyer shall not:  






	 	a)  	breach
the provisions of any permit, authorization or exemption, or a consent or
          confirmation, issued by public administration authorities pursuant to the
          provisions of law applicable to the Buyer, nor shall it require applying for or
          obtaining such a permit or consent;  






	 	b)  	breach
any administrative decision or a court decision or ruling applicable to           the
Buyer;  






	 	c)  	contradict
or cause the non-performance or undue performance, or be the           foundation for the
dissolution, annulment or early performance of any           obligation, in connection
with the Buyer’s Statutes, agreements or by-laws,           or  






	 	d)  	breach
any term, reservation or stipulation of an agreement to which the Buyer           is a
party, or document or other obligation binding on the Buyer.  






	2. 	The
Agreement has been executed by the Buyer in accordance with the applicable           law,
is the source of the Buyer’s obligations and the foundation for the
          enforcement of the Agreement in accordance with the provisions thereof.  









19 










	3. 	The
execution and enforcement of the Agreement by the Buyer will be in           accordance
with the provisions of Polish law.  






§ 3.   
     Sufficient funds  



	 	
The
Buyer represents that it is in possession of sufficient funds required to perform all the
obligations resulting from the Agreement. 






§ 4.   
     Limitation on disposal of the Shares.  



	 	
The
Buyer undertakes, within 5 (five) years from the Closing Date, not to transfer the
ownership of the Shares and new shares in the Company created as a result of the increase
in the company capital, to Third Parties, so that as a result of such transfer or
acquisition of new shares, the Buyer together with its Affiliates shall cease to hold at
least 51% of all the shares and votes in the Company, unless a Third Party interested in
the acquisition of the Shares or new shares in the Company undertakes in writing to
become jointly and severally liable for the Buyer’s outstanding obligations
hereunder. 






§ 5.   
     Company's operations.  



	1. 	Except
for cases prompted by Force Majeure, the Buyer shall not cause the           Company,
within 5 (five) years from the Closing Date, to:  






	 	a)  	interrupt
or cease its forging activity (dzialalnosc kuziennicza),
except for necessary interruptions connected with modernization or replacement
of the Company’s assets, made pursuant to the investment plans of the
Buyer or interruptions caused by a strike in the Company;  






	 	b)  	be
liquidated or dissolved, except for a merger with another company, provided
          that as a result of such merger, Ladish with its Affiliates shall hold at least
          51% of shares in such company;  






	 	c)  	sell
the entire enterprise or sell such part of the assets that the Company           would be
deprived of the possibility to conduct forging activity           (dzialalnosc kuziennicza)
or to undertake other actions           which would prevent the Company from conducting
its forging operations           (dzialalnosc kuziennicza), except
for necessary           interruptions connected with modernization or replacement of the
Company’s           assets, made pursuant to the investment plans of the Buyer;  






	 	d)  	perform
any other undertaking which in one or in numerous transactions would           constitute
a complete disposal of the Company’s enterprise within the           meaning of Art.
551 of the Civil Code or of forging assets, which           disposal would
cause a situation in which the Company is deprived of the           possibility to
conduct the forging activity (dzialalnosc kuziennicza),
except for a merger with another company, provided that as a           result of such
merger, Ladish with its Affiliates shall hold at least 51% of           shares in such
company.  






	2. 	If
the Buyer breaches obligation set forth in Sec. 1 above, save for cases where
          such breach was prompted by Force Majeure, the Buyer shall pay to the Sellers a
          contractual penalty in the amount of:  






	 	(1)  	38,400,000
PLN (thirty eight million four hundred thousand zlotys) if the breach
               takes place within the first year from the Closing Date; or  






	 	(2) 	20,000,000
PLN (twenty million zlotys) if the breach takes place within the           second year
from the Closing Date; or  









20 











	 	(3) 	10,000,000
PLN (ten million zlotys) if the breach takes place within the third           year from
the Closing Date; or  






	 	(4) 	5,000,000
PLN (five million zlotys) if the breach takes place within the fourth           or fifth
year from the Closing Date.  






	3. 	The
Buyer undertakes unconditionally towards the Sellers that by December 31,           2010
it will cause and ensure the investments by the Company in fixed assets,
          computer software, know-how, modernization of its assets in the total amount of
          PLN 8,000,000 (eight million zlotys). The Buyer plans that the amount of
          4,500,000 PLN (four million five hundred thousand zlotys) shall be invested in
          the Company during the period till December 31, 2008 and the amount of
3,500,000           PLN (three million five hundred thousand zlotys) during the period
between           January 1, 2009 and December 31, 2010.  






§ 6.   
     Absence of other representations or warranties  



	 	
The
Buyer agrees and confirms that:  






	1. 	The
representations and warranties contained in the Art. 3           §§1-3
hereof are the sole representations and warranties made           by the Buyer.  






	2. 	The
Buyer has not relied on explicit or implicit representations or warranties           made
or conveyed by the Sellers or on its behalf, except for the representations           and
warranties of the Sellers set out in the Art. 2 §§ 1-8
          hereof. For avoidance of doubt, the Sellers shall not be liable for breach of,
          or any inaccuracy, incompleteness or other defects of the representations and
          warranties delivered to Ladish by the Managers in the Disclosure Agreement (set
          forth substantially in Schedule 3.6.2 hereto) or the Confirmation
          Statement. The Buyer waives toward the Sellers, their representatives, advisors
          or consultants, any and all claims resulting from the present or future
          obligations of the Company, except for the claims of the Buyer against the
          Sellers resulting from untruthfulness, incorrectness in any respect of any of
          the representations and warranties of the Sellers made to the Buyer in this
          Agreement and pertaining to the current or future obligations of the Company.  






	3.	The
Buyer had access and reviewed the documents of the Company listed in           Schedule
3.6.3 hereto.  






Art. 4.    
OBLIGATIONS OF THE SELLERS IN THE TRANSITIONAL PERIOD 



§ 1.   
     Conduct of Business of the Company  



	1. 	Subject
to Sec. 3 and 4 below, the Sellers undertakes in the Transitional Period           that
they shall make their best efforts to ensure that the situation of the           Company
as of the date hereof, does not undergo material changes, and in           particular
that:  






	 	(1) 	entries
in the Company records do not change by more than stated in Schedule 4.1.1.1 to
the Agreement;  






	 	(2)  	the
Company does not enter into any agreements which materially affect its
               situation, in particular but not limited to, any agreement contemplated in
Art.                2 § 8 hereof;  






	 	(3)  	the
Company does not incur in one action or series of legal actions any
               obligations in excess of 250,000 PLN, except for the agreements and
obligations                related to its on-going operations in the regular scope and
pertaining to the                purchase of the raw materials, the purchase of electric
energy or gas or                co-operation with agents, car and train transportation,
provided however that:  









21 











	 	(i)  	the
costs of the purchase of the raw materials shall not exceed per month the
               net amount of 8,400,000 PLN (eight million four hundred thousand zlotys);  






	 	(ii)  	the
total cost of purchase of electric energy and gas shall not exceed per month
               the net amount of 1,500,000 PLN (one million five hundred thousand
zlotys);  






	 	(iii)  	
the average monthly net cost of remuneration of foreign trade agents, car
          transportation and train transportation shall not exceed 250,000 PLN (two
          hundred fifty thousand zlotys).







	 	(4)  	the
Meeting of the Company Shareholders does not adopt any resolution regarding
               the issues set forth in § 22 point 3-21 of the Company Articles
of                Association, except for the resolution of the Annual Shareholders
Meeting of the                Company regarding coverage of losses for 2004 with profits
from future years.  






	 	(5)  	the
Company refrains from incurring or modifying any liability or obligation of
               any nature except immaterial liabilities or obligations incurred in the
ordinary                course of business consistent with past practice,  






	 	(6)  	the
Company does not permit any of its assets to be subject to any encumbrance,
               transfer of ownership, claim or other rights of third party other than as
               disclosed in Schedule 4.1.1.6 hereto,  






	 	(7)  	the
Company refrains from (i) selling, transferring or otherwise disposing of
               any assets except for inventory, tools, metal scrap and instrumentation
and its                products in the ordinary course of business consistent with past
practice, or                (ii) making any acquisition of any assets (except for
acquisitions in the                ordinary course of business and in the manner
consistent with the past                practice), capital stocks, securities or business
of any other Third Person,  






	 	(8)  	the
Company refrains from making any capital expenditure or commitment
               therefore, or incurring any investment obligations in excess of 100,000
PLN (one                hundred thousand zlotys) individually or 250,000 PLN (two hundred
and fifty                thousand zlotys) in the aggregate,  






	 	(9)  	the
Company refrains from declaring, paying or setting aside any dividend or
               dividend advances, making any distribution with respect to, or splitting,
               combining, redeeming or reclassifying, purchasing or otherwise acquiring
               directly, or indirectly, any shares of its capital,  






	 	(10)  	the
Company refrains from incurring or increasing any indebtedness (including
               refinancing) for borrowed money, or making any loan or credit to any Third
               Person;  






	2. 	During
the period from the date of this Agreement to the Closing Date, the           Sellers
shall cause the Supervisory Board to assign one of the members of the
          Supervisory Board to supervision over Company’s compliance with the
          restrictions and obligations set forth in Sec. 1 above.  






	3. 	During
the period from the date of this Agreement and the date of obtaining by           Ladish
of the UOKiK Permit, the Sellers shall cause the Company to contact           Ladish
representative and request in writing his/her prior approval for any           action of
the Company which would be contrary to stipulations set forth in Sec 1           above or
which in the reasonable opinion of the Company would otherwise be           material to
the Company or its operations.  









22 












	4. 	Following
the date of obtaining by Ladish of the UOKiK Permit, the Sellers shall           cause
the Supervisory Board of the Company to appoint to the Management Board of           the
Company, as new member, person indicated by Ladish (“Ladish           Manager”).
Following such appointment, the Sellers shall procure that           the remaining
members of the Management Board shall consult with and request in           writing
obtaining his/her prior approval for any action of the Company which           would be
contrary to stipulations set forth in Sec. 1 above or which in the           reasonable
opinion of the Company would otherwise be material to the Company or           its
operations.  






	5. 	The
Ladish representative contemplated in Sec. 3 above, or as the case may be           the
Ladish Manager, shall communicate to the Company in writing his/her approval           or
rejection of approval, for request of the Company made pursuant to Sec. 3 or           4
above, within 7 (seven) Business Days from the date of receiving the written
          request from the Company. In case of the rejection of the approval, Ladish
shall           present the reasons behind such rejection.  






	6. 	If
Ladish representative contemplated in Sec. 3 above, or as the case may be the
          Ladish Manager, fails to communicate to the Company in writing his/her approval
          or rejection of approval within 7 (seven) Business Days from the date of
          receiving the written request from the Company, then absence of such response
          shall be deemed as acceptance of Ladish of the request of the Company.  






	7. 	If
despite rejection of the approval the Company proceeds with respective action
          or performs the action without notifying Ladish about it, then Ladish shall
have           the right to terminate this Agreement with immediate effect, without any
adverse           legal consequences, including but not limited, any obligation to
redress any           damages suffered by the Sellers or the Company as a result of such
termination.  






	8. 	If
(i) as a result of the Ladish rejection, the Company has not entered into an
          agreement with a reputable entity of a proper financial standing, which if
          executed would not have required the Company to make capital expenditure for
          purposes of its performance and would have yielded a net profit at the level of
          at least 4% (four per cent) of the value of the agreement and (ii) the Promised
          Shares Sale Agreement is not executed within the deadline set forth herein,
then           Ladish following expiry of such deadline, shall place or procure placement
by a           Third Party of an order which will allow the Company to generate the same
amount           of net profit as the rejected agreement. Alternatively, Ladish may
release           itself from the aforesaid obligation by paying the Company the amount
equal to           the value of the net profit of the rejected agreement.  






	9. 	The
Sellers agree not to take any action, or omit to take any action, which           would
cause any of the representations and warranties contained in Art. 2           §§
1-8 hereof to be untrue or incorrect.  






	10. 	The
Buyer agrees not to take any action or omit to take any action which would
          cause any of the representations and warranties contained in Art. 3
          §§ 1-3 hereof to be untrue or incorrect.  






§ 2.   Exclusive
Dealing  



	1. 	In
the Transitional Period, the each of the Sellers shall not take, and shall
               cause its Affiliates (including the Company) to refrain from taking, (i)
any                action to, directly or indirectly, solicit or engage in discussions or
               negotiations with any Third Party, other than the Buyer, concerning any
purchase                of the Share or any merger, sale of substantial assets or similar
transaction                involving the Company or (ii) any action (or omit to take any
action) that,                directly or indirectly, adversely affects the ability of the
Buyer to consummate                the transactions contemplated hereby.  






	2. 	The
Parties declare that they are aware of the liability for unfair competition
               set forth in the Law on Unfair Competition of April 16, 1993, in
particular, of                the following obligations (which, for avoidance of doubt,
shall bind the Parties                also during the period after the Closing of the
transaction contemplated                herein):  






23 











	 	(i)  	not
to transfer, disclose or use information constituting the business secret           of
the Company and/or the Parties within the meaning of Art. 11.4 of the Law on
          Unfair Competition of April 16, 1993;  






	 	(ii)  	not
to solicit any persons remaining in contractual relations with the Company,           to
non-perform or improperly perform any of their obligations towards the           Company
or to terminate in any manner their contract(s) with the Company.  






	3. 	The
Parties shall not disseminate any information not constituting the business
          secret of the Company and/or the Parties, the dissemination of which might in
          any way impair the reputation of, or otherwise bring about any damage to the
          Company and/or the other Party.  






§ 3.   Notification
obligations  



	 	
The
Sellers undertake to notify the Buyer of any significant actions undertaken in connection
with the current operation of the Company in accordance with stipulations of Schedule
4.3 hereto. 






§ 4.    Sellers'
Assistance in purchasing by Ladish of the Remaining Shares 



The Sellers shall assist Ladish in
its efforts to enter into preliminary agreements or other agreements aimed at purchasing
by Ladish the Remaining Shares from the remaining shareholders of the Company. In
particular, but not limited to, the Sellers shall undertake actions, agreed with the
Buyer, aimed at contacting the remaining shareholders and ascertaining their willingness
and expectations concerning the price for sale of the Remaining Shares. 



Art.      5.   THE
BUYER’S LIABILITY FOR THE OBLIGATIONS RESULTING FROM THE           AGREEMENT 



§ 1.   General
provisions  



	1. 	Irrespective
of the number of the shares in the Company held, including disposal           of shares
in the Company prior to the date of enforcement of the obligations           resulting
from the Agreement, the Buyer is held fully liable for the           implementation of
all the obligations resulting from the Agreement.  






	2. 	The
Buyer shall be still held liable for the implementation of all the           obligations
contained in the Agreement also when as a result of increases in the           Company
share capital it will hold a percentage of Company shares other than           that set
forth in the Agreement.  






	3. 	The
Buyer undertakes to transfer or ensure the transfer, upon the written           consent
of the Sellers, of all its obligations resulting from the Agreement, to           the
entity created as a result of the factual or legal events related to the           Buyer,
and in particular capital, structural or organizational changes leading           to the
Buyer’s loss of legal capacity or the capacity to enter into legal
          transactions. The Sellers’ consent shall not be required after 5 years
from           the Closing Date.  






Art.           6.   LIABILITY
OF THE PARTIES FOR A BREACH OF REPRESENTATIONS, AND           WARRANTIES 



§ 1.   
          Survival of Representations.  



	 	
Except
for the representations and warranties of the Sellers contained in Art. 2 § 1 to
Art. 2 § 4 and representations and warranties of the Buyer contained in Art. 3
§ 1 to Art. 3 § 3 hereof, which shall survive the Closing Date until
the fifth (5th) anniversary of the Closing Date, the remaining representations and
warranties of the Sellers contained in Art. 2 §§ 5-8 hereof shall
survive the Closing until the end of the thirty sixth (36th) month following
the Closing Date. 







24 










§ 2.
               Indemnification.  



	1. 	Each
of the Sellers agree, jointly and severally, pursuant to the terms and
               conditions set forth in Art. 7 § 6 Sec. 2 hereof, to indemnify,
defend                and hold the Buyer and the Company harmless from any damage
               (“szkoda” within the meaning of Article 361 § 2
of the                Polish Civil Code) (collectively, “Loss”) suffered
by the Buyer                or the Company as a result of, in connection with or arising
out of the failure                of any representation or warranty made by the Sellers
in Art. 2                §§ 1-8 of this Agreement to be true and
correct in all                respects as of the date of this Agreement and as of the
Closing Date.  






	2. 	Without
prejudice to the generality of the foregoing the Sellers’ liability
               on account of any inaccuracy or untruthfulness of its representations and
               warranties made in Art. 2 §§ 1-8 of this Agreement
               (hereinafter, a “Breach”) shall have the nature of a guaranty
               liability (odpowiedzialnoœæ gwarancyjna) for the factual
and                legal state of the Shares, as well as the Company’s matters (and
for                avoidance of doubt: such liability shall be of a different nature than
the                liability under a sales warranty (rêkojmia) or sales
guaranty                (gwarancjajakoœci) as regulated by the Polish
Civil Code).                Thus, the Buyer’s or Company’s claims against the
Sellers on account                of a Breach shall arise if a Breach (including a Breach
arising through no fault                of the Sellers) incurs or causes a Loss on the
part of the Company or the Buyer                (including without limitation in the form
of a payment of damages                /naprawienieszkody/ to a third
party, a payment of penalty, fee                or fine, making of an investment or any
other form of expenditure, loss of value                of the Shares, the Company’s
assets and receivables) which Loss would not                have occurred if the Breach
had not occurred, i.e. if the factual and legal                state of affairs warranted
by the Sellers in such representations and warranties                had been entirely
accurate.  






	3. 	The
Buyer’s or Company’s claims against the Sellers on account of a
               Breach shall arise on the date that a Loss on the part of the Buyer or the
               Company is incurred or caused as a result of such Breach (the “Damage
               Date”), provided, however, that such Damage Date occurs after the
               Closing Date and is not later than the last day of the 36 (thirty sixth)
month                from the Closing Date. Notwithstanding the foregoing in the case of
a Breach of                any representation or warranty relating to the Shares, the
Damage Date shall not                be later than the fifth anniversary of the Closing
Date.  






	4. 	The
Buyer agrees to indemnify, defend and hold each of the Sellers harmless from
               any Loss suffered by the Sellers as a result of, in connection with or
arising                out of the failure of any representation or warranty made by the
Buyer in Art. 3                §§ 1-3 of this Agreement to be true and
correct in all                respects as of the date of this Agreement and as of the
Closing Date.                Stipulations of Sec. 2 and 3 shall apply mutati mutandis.  






	5. 	For
the avoidance of doubt, the Sellers’ and the Buyer’s liability on
               account of the Breach shall arise also when or the result of a Loss occurs
after                the Closing Date but is caused by a reason existing before the
Closing Date.  






	6. 	The
Buyer and the Sellers shall seek to mitigate any Losses resulting from a
               Breach or from the non-performance or improper performance of any
Transaction                Document. In particular if Breach arises then the Party liable
for the Breach                shall be notified in writing without unnecessary delay
about occurrence of                Breach and shall have the right, within 3 (three)
months from the notification                about the Breach, to undertake with
consultation with other Party(ies) steps                aimed at mitigating, reducing or
preventing occurrence of the Loss resulting                from such Breach.  







25 










	7. 	The
liability of the Sellers toward the Buyer and the Company for the Loss shall
               be limited to the amount of:  






	 	(1)  	the
Purchase Price, in case of Sellers’ liability for any inaccuracy or
               untruthfulness of its representations and warranties made in Art. 2
               §§ 1-4 of this Agreement and  






	 	(2)  	30%
(thirty per cent) of the Purchase Price, in case of Sellers’ liability
               for any inaccuracy or untruthfulness of its representations and warranties
made                in Art. 2 §§ 5-8 of this Agreement.  






	 	
The
Buyer’s liability towards the Sellers for the Loss shall be limited to the amount of
3,000,000 PLN (three million zlotys).  






	8. 	For
avoidance of doubt the provisions of this Article shall survive the
          consummation of the transaction contemplated by this Agreement for the time
          periods set forth in Art. 6 § 1 above.  






Art. 7.   GENERAL
PROVISIONS 



§ 1.   Public
announcement  



	 	
Due
to United States’ provisions of law binding upon the Buyer, the Sellers shall
refrain from the announcement of a standard statement concerning the fact of signing
hereof, as set forth in Schedule No. 7.1 till March 1, 2005, in order to make possible
for the Buyer to complete pertinent information obligations in the period between the
date hereof and the date of issuance of the Sellers’ statement referred to in above. 






§ 2.   Expenditure  



	1. 	Each
Party shall individually cover any and all costs and expenses incurred in
          connection with the transaction stipulated in the Agreement.  






	2. 	Both
the Buyer and the Sellers, each of them individually, are obliged to make           all
payments and commissions due in respect of the execution of the Agreement.           The
notarial costs related to confirmation of the signatures under this           Agreement
and the Promised Shares Sale Agreement shall be borne by the Buyer.           The costs
of tax on civil transactions shall be split fifty-fifty between the           Buyer and
the Sellers.  






§ 3.   Resolution
of disputes 



	1. 	The
Parties jointly declare that they will strive to resolve all disputes           arising
out of the Agreement in negotiations and consultations.  






	2. 	Claims
or disputes between the Parties arising out of the Agreement or           pertaining
thereto, including those related to the validity of the execution of           the
Agreement and interpretations of the provisions thereof, which cannot be
          settled amicably shall be finally settled by the Arbitration Court at the
          National Chamber of Commerce in Warsaw, in accordance with its rules.  






	3. 	Stipulations
of this Paragraph represent arbitration clause (zapis na           s1d polubowny)
within the meaning of art. 679 of the Polish Code of           Civil Procedure.  







26 










§ 4.   Force Majeure  



	1. 	The
Parties may suspend performance of their obligations for the time in which           the
obligations cannot be performed as a result of Force Majeure.  






	2. 	Force
Majeure does not include:  






	 	a)  	an
event which occurred through the fault of the Party, or a Third Party for           which
the Party is responsible,  






	 	b)  	lack
of funds.  






	3. 	The
Party which pleads the occurrence of a Force Majeure is obliged to notify           the
other Party in writing, within 30 (thirty) days, of both the occurrence and
          ceasing of the Force Majeure and, additionally, to present adequate evidence.  






§ 5.   Governing law  



	 	
The
Agreement has been drawn up in accordance with Polish law and shall be interpreted
pursuant to this law.  






§ 6.   Assignment
of rights. Rights of Third Parties. Joint and Several liability of the Sellers 



	1. 	Rights
and obligations of the Sellers may be transferred to a Third Party only           upon a
prior written consent of Ladish. The Sellers agree that Ladish is           entitled to
(i) transfer all of the rights and obligations of Ladish set forth           herein to an
entity dependant from Ladish (“Ladish Dependant           Entity”) in
which Ladish shall hold, directly or indirectly (i.e.           through another entity
dependant from Ladish) all the shares or stocks, or (ii)           designate Ladish
Dependant Entity, which shall be entitled, in lieu of Ladish,           to execute the
Promised Shares Sale Agreement. In case of transfer by Ladish of           its rights and
obligations set forth herein to Ladish Dependant Entity or           designation by
Ladish of the Ladish Dependant Entity entitled to execute the           Promised Shares
Sale Agreement in lieu of Ladish:  






	 	(a)  	Ladish
shall be jointly and severally liable with Ladish Dependant Entity for           due
performance of the obligations set forth in this Agreement and in the           Promised
Shares Sale Agreement, which in such case shall be executed by the           Ladish
Dependant Entity with the Sellers;  






	 	(b)  	Except
for stipulations of this Paragraph, all references to Ladish in this           Agreement
or its Schedules shall be understood as references to the Ladish           Dependant
Entity, to which Ladish has transferred its rights and obligations set           forth
herein or which has been designated as entitled to execute the Promised           Shares
Sale Agreement;  






	 	(c)  	Ladish
shall promptly inform the Sellers about (i) the transfer of its rights           and
obligations to the Ladish Dependant Entity or about (ii) designation by           Ladish
of the Ladish Dependant Entity entitled, in lieu of Ladish, to execute           the
Promised Shares Sale Agreement.  






	2. 	Subject
to the below provisions, the Sellers shall be jointly and severally           liable to
the Buyer for performance of their obligations set forth herein.  






	 	(a)  	HSW
Fundusz Kapitalowy Sp. z o.o. shall not be jointly and severally liable with
               HSW S.A. for the Loss caused by or being result of the Breach related to
the                untrue or mistaken representations and warranties of HSW S.A. set
forth in art.                2 §2, §3, §4 of this Agreement,
to the extent in                which such representations concern the shareholding
portion hold by HSW S.A. in                the share capital of the Company or rights and
competences of HSW S.A. with                respect to the sale by HSW S.A. of the
shareholding portion of HSW S.A. in the                share capital of the Company. For
avoidance of doubts, HSW S.A. is jointly and                severally liable with HSW
Fundusz Kapitalowy Sp. z o.o. for performance of the                obligations set forth
in this Agreement, including arising out of the Loss                caused or resulted
from the Breach connected with untrue or mistaken any                representation of
warranty, set forth herein by HSW Fundusz Kapitalowy Sp. z                o.o.;  







27 










	 	(b)  	In
case of Loss caused by or resulted from the Breach related to the untrue or
               mistaken representations and warranties of the Sellers included in art. 2
               §§ 5-8, the Buyer and/or the Company first of all will
claim                damages for such Loss from HSW S.A. within the period of time of 2
(two) months                from the day Ladish and/or the Company reported such claim,
Ladish and/or the                Company shall be entitled to claim, from HSW Fundusz
Kapitalowy Sp. z o.o., for                redress of such Loss.  






	3. 	In
case of liquidation of HSW Fundusz Kapitalowy Sp. z o.o., the Buyer shall not
               address toward HSW S.A. any claims related to actions undertaken by HSW
S.A. in                connection with such liquidation and dissolution of HSW Fundusz
Kapitalowy Sp. z                o.o.. For avoidance of doubt, the Parties confirm that
only upon the liquidation                of HSW Fundusz Kapitalowy Sp. z o.o. , HSW S.A.
shall remain the sole entity                liable to the Buyer on account of the
incorrectness or incompleteness in any                aspect of the representations and
warranties made by the Sellers in Art. 2                §§ 1-8 herein
on the date hereof and on the Closing Date.  






	4. 	The
Buyer hereby waives all claims and undertakes to cause that the Company also
               waives all claims towards the members of the management Board of HSW
Fundusz                Kapitalowy Sp. z o.o. which may be vested with the Buyer or the
Company with                respect to such members pursuant to Art. 299 § 1 of
the Commercial                Companies Code.  






§ 7. Communications  



	5. 	All
notifications, declarations, announcements, consents, applications or
               requests, waivers or other information requested pursuant to the Agreement
shall                be made in writing.  






	6. 	All
notifications and other documents shall be delivered in the following
               manner:  






	 	a)  	by
hand, or  






	 	b)  	by
courier, or  







	 	c)  	by
registered mail  






	 	
to
the address stated below or to another address which shall be notified as above:  






	The Sellers:	The Buyer:
	37-450 Stalowa Wola	P.O. Box 8902
	ul. Kwiatkowskiego 1	5481 South Packard Avenue
		Cudahy, Wisconsin 53110-8902
		USA
	
to attn:	to attn.:
	
Management Board of HSW S.A	Kerry Woody - the President and Chief Director
	 and  Management  Board of HSW Fundusz  Kapitalowy
	 Sp. z o.o







28 











	7. 	All
notifications and other documents shall be considered delivered on the
               following dates:  






	8. 	on
the date of delivery, if delivered by hand,  






	9. 	on
the date of confirmation by the Party of receipt from a courier,  






	10. 	i  
on the                date of confirmation by the Party of receipt of registered mail.  






	11. 	Scope
of the Agreemen1. The Agreement, together with the attachments which are
               an integral part thereof, is the sole agreement between the Parties with
respect                to the issues covered thereby, and shall supersede any earlier
declarations,                provisions and agreements.2. The Agreement includes the
following schedules                which are an integral part thereof:  






	

	Schedule	Enclosed Documents
	

	A	Current Excerpt from Register of Entrepreneurs of National Court Register of HSW
		S.A.
	

	B	Current Excerpt from Register of Entrepreneurs of National Court Register of HSW
		Fundusz Kapitalowy Sp. z o.o.
	

	C	Certificate of Good Standing and Incorporation of Ladish
	

	1.2.2(c)	Form of Confirmation of Representations and Warranties as at the Closing Date
	

	1.2.2 (d)(i)	Form of Conditional Assignment of Assigned Receivables Agreement
	

	1.2.2 (d)(ii)	Form of Notification on Value of Company's Receivable Toward HSW
	

	1.2.2 (e)	Form of Promised Shares Sale Agreement
	

	1.2.2 (h)	Form of Notification on Purchase of Shares by Buyer and Creation of Dominant
		Position
	

	1.2.2 (i)	Form of Notification to Court on Change of Shareholders of Company
	

	1.3.1 (h)	List of Assets Owned by Company (ewidencjaoerodkow trwa(3)ych)
	

	1.3.1 (s)	Form of Pledge Waiver Statement
	

	1.6.2	Criteria Concerning Standing of Company
	

	2.1.4 (a)	Current Text of Company's Articles of Association
	

	2.1.4 (b)	Current Excerpt from Register of Entrepreneurs of National Court Register of
		Company
	

	2.2.1	List of Pledges and Other Encumbrances over Shares
	

	2.4.2	Consents Granted to Sellers For Signing and Execution of Preliminary Agreement
		For Shares of Shares and Promised Shares Sale Agreement
	

	2.7.1	List of All Real Property Owned or Held in Perpetual Usufruct by Company
	

	2.7.2	List of Limited Right in Rem
	

	3.2.1	List of Documentation Concerning Execution and Performance of Preliminary
		Agreement for Sale of Shares
	

	3.6.2	Form of Disclosure Agreement
	

	3.6.3	Documents provided to the Buyer during the audit of the Company
	

	4.1.1.1.1	List of Records in Financial Books of Company Which May Be Changed in
		Transitional Period
	

	4.1.1.6	List of Permitted Encumbrances of Assets of Company During Transitional Period
	

	4.3	List of Significant Actions in Transitional Period Being Subject to Obligatory
		Notification
	

	7.1	Representation of the Sellers
	







29 












§ 8.     Language.
Copies of the Agreement. 



	 	
The
Agreement has been drawn up in the Polish language in 3 (three) identical copies, one for
each of the Sellers and the Buyer respectively. 






§ 9. Validity of
the Agreement  



	1. 	Should
any provision or provisions of the Agreement be considered invalid or
               unenforceable in full or in part by both Parties to the Agreement, the
court or                another competent authority, the remaining provisions of the
Agreement and the                remaining parts of the questioned provisions shall
remain in force.  






	2. 	In
relation to the provisions considered invalid or unenforceable, the Parties
               shall negotiate in good faith, as far as objectively feasible, the
substitute                provisions valid and enforceable and reflecting the original
intentions of the                Parties.  






§ 10. Amendments to
the Agreement  



	 	
Any
amendments to the Agreement and the attachments thereto shall be made by the Parties only
in writing with signatures confirmed by a notary, under pain of invalidity. 






§ 11.    Material
stipulations of the Promised Shares Sale Agreement 



	 	
The
Parties agree that the definitions included in this Agreement, stipulations of Art. 1
§1, §2, §7, entire Art.2, entire Art. 3, entire Art.Art. 5-7,
and pertinent schedules represent material stipulations of the Promised Shares Sale
Agreement within the meaning of Art. 389 § 1 of the Polish Civil Code. 






Signed by the Sellers and the
Buyer on February 24, 2005 in Stalowa Wola. 




On behalf of Huta
Stalowa Wola S.A. 


	Name:	Miroslaw Bryska
	Position:	President of the Management Board
	
Signature:	_____________________________




On behalf of Huta
Stalowa Wola S.A. 


	Name:	Pawel Stawowy
	Position:	Member of the Management Board
	
Signature:	_____________________________




On behalf of HSW Fundusz
Kapitalowy Sp. z o.o. 


	Name:	Andrzej Tyrala
	Position:	President of the Management Board
	
Signature:	_____________________________





30 










On behalf of HSW Fundusz
Kapitalowy Sp. z o.o. 


	Name:	Hanna Szopinska-Juchno
	Position:	Memeber of the Management Board
	Signature:	_____________________________




On behalf of Ladish 


	Name:	Kerry Woody
	Position:	President and Chief Director
	Signature:	_____________________________





























31 











Schedule No. 7.1 



Representation of the
Sellers 



On February 24, 2005 Huta Stalowa
Wola S.A. and HSW Fundusz Kapitalowy Sp. z o.o. executed with an American company Ladish
Co., Inc. the preliminary agreement on sale of shares in HSW Kuznia Matrycowa Sp. z
o.o. Pursuant to the provisions of the preliminary agreement, after completion of the
conditions precedent set forth therein (inter alia, after the receipt of the
favorable opinion of the Competition and Consumer Protection Office) the parties shall
effectuate the sale of shares, and as a result thereof Ladish shall purchase the shares
representing 90% of the share capital of HSW Kuznia Matrycowa Sp. z o.o. 



























32