STOCK PURCHASE AGREEMENT

                                     BETWEEN

                                  MESTEK, INC.

                                       AND

                         ALPHA TECHNOLOGIES GROUP, INC.





                               September 18, 2000


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                                TABLE OF CONTENTS
                                                                          PAGE

ARTICLE 1  DEFINITIONS AND USE OF TERMS.................................... 1

1.1   Construction......................................................... 1

1.2   Definitions.......................................................... 2

ARTICLE 2  SALE AND TRANSFER OF THE SHARES;
           CLOSING......................................................... 6

2.1       Shares........................................................... 6

2.2       Purchase Price and Initial Payment............................... 6

2.3       Closing.......................................................... 7

2.4       Closing Deliveries............................................... 8

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF MESTEK................. 9

3.1       Organization and Good Standing................................... 9

3.2       Enforceability; No Conflict...................................... 9

3.3       Capitalization.................................................. 10

3.4       Ownership; Waiver of Rights; Title.............................. 10

3.5       Litigation.......................................................10

3.6       Non-Disclosure:  Non-Competition.................................10

3.7       Compliance with the Law..........................................11

3.8       Company Contracts; Instruments...................................11

3.9       Financial Statements; Working Capital............................12

3.10      Liabilities and Other Obligations................................12

3.11      Related Party Transactions.......................................12

3.12      Books and Records................................................13

3.13      No Material Adverse Change.......................................13

3.14      Properties and Assets; Encumbrances..............................14

3.15      Proprietary Rights...............................................15

3.16      Taxes............................................................15

3.17      Labor Relations; Employee Benefits...............................17

3.18      Environmental, Health and Safety Matters.........................18

3.19      Brokers or Finders...............................................19

3.20      Customers........................................................19

3.21      Suppliers........................................................20

3.22      Inventory........................................................20

3.23      Product Liability and Recalls....................................20

3.24      Insurance........................................................20

3.25      Bank Accounts; Safe Deposit Boxes; Tax Identification Number.....21

3.26      Guaranties.......................................................21


ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF BUYER..................21

4.1       Organization.....................................................21

4.2       Enforceability; No Conflict......................................21

4.3      Brokers or Finders ...............................................22

4.4      Financing ........................................................22


ARTICLE 5         COVENANTS................................................22

5.1       Updated Schedules................................................22

5.2       Conditions to Closing............................................22

5.3       Regulatory Consents..............................................22

5.4       HSR Filing.......................................................23

5.5       Access...........................................................23

5.6      Conduct of Business...............................................23

5.7      Changes to Capital Stock..........................................24

5.8       Dividends........................................................24

5.9       Tax Matters......................................................24

5.10      Financing........................................................25

5.11      Mortgages; Debt..................................................25

5.12      Withdrawal.......................................................25

5.13      Elimination of Encroachment......................................25

5.14      Assignment of Insurance and Deposit Regarding Florida Press......26


ARTICLE 6         CONDITIONS TO CLOSINGS...................................26

6.1       Conditions Precedent to Buyer's Obligations......................26

6.2       Conditions Precedent to Mestek's Obligations.....................27


ARTICLE 7         INDEMNIFICATION; SURVIVAL; LIMITATIONS OF LIABILITY......28

7.1       Indemnification by Mestek........................................28

7.2       Indemnification by the Buyer.....................................28

7.3       Survival of Representations, and Warranties; Deductible..........28

7.4       Notice and Opportunity to Defend.................................29


ARTICLE 8         FURTHER COVENANTS OF THE PARTIES.........................30

8.1       Employees........................................................30

8.2       Expenses.........................................................31

8.3       Public Announcements.............................................31

8.4       Further Assurances...............................................31

8.5       Noncompetition...................................................31

8.6       Confidentiality..................................................32

8.7       Blank Check Stock................................................33

8.8       Accounts.........................................................33

8.9       Taxes............................................................33

8.10      Supply of Products...............................................35

8.11      Books and Records Delivery and Access............................35


ARTICLE 9         GENERAL PROVISIONS.......................................36

9.1     Notices............................................................37

9.2       Incorporation of Schedules ......................................37

9.3       Entire Agreement and Modification................................37

9.4       Disclosure Schedule .............................................37

9.5       Time of Essence..................................................38

9.6       Severability.....................................................38

9.7       Assignments, Successors, and no Third Party Rights...............38

9.8       Waiver ..........................................................38

9.9       Governing Law; Exclusive Jurisdiction;
              Service of Process Attorney Fees.............................38

9.10      Counterparts ....................................................39




<PAGE>


EXHIBITS

Exhibit 2.2(b)    .............................................Escrow Agreement

Exhibit 2.4(a)(iii).................................Opinion of Baker & McKenzie

Exhibit 2.4(c)(ii)........................Opinion of Shapiro Forman & Allen LLP


SCHEDULES

Schedule 3.1.....................................Organization and Good Standing

Schedule 3.2........................................Enforceability; No Conflict

Schedule 3.3.....................................................Capitalization

Schedule 3.4.................................Ownership; Waiver of Rights; Title

Schedule 3.5.........................................................Litigation

Schedule 3.7................................................Compliance With Law

Schedule 3.8.....................................Company Contracts; Instruments

Schedule 3.9..............................Financial Statements; Working Capital

Schedule 3.10.................................Liabilities and Other Obligations

Schedule 3.11........................................Related Party Transactions

Schedule 3.12.................................................Books and Records

Schedule 3.13........................................No Material Adverse Change

Schedule 3.14...............................Properties and Assets; Encumbrances

Schedule 3.15................................................Proprietary Rights

Schedule 3.16.............................................................Taxes

Schedule 3.17................................Labor Relations; Employee Benefits

Schedule 3.18.........................Environmental, Health, and Safety Matters

Schedule 3.19................................................Brokers or Finders

Schedule 3.20.........................................................Customers

Schedule 3.21.........................................................Suppliers

Schedule 3.22.........................................................Inventory

Schedule 3.24.........................................................Insurance

Schedule 3.25.....................................................Bank Accounts





<PAGE>



                            STOCK PURCHASE AGREEMENT


         This Stock Purchase Agreement (the "Agreement") is made as of September
18, 2000 (the "Effective Date") by and between Alpha Technologies,  Group, Inc.,
a corporation organized under the laws of Delaware ("Buyer") and Mestek, Inc., a
corporation organized under the laws of Pennsylvania  ("Mestek") (all parties to
the Agreement are hereinafter referred to collectively as the "Parties").


                                    RECITALS

         WHEREAS,  Mestek owns 820 shares of the issued and outstanding stock of
National Northeast Corporation (the "Company"), and has entered into or plans to
enter into an agreement to purchase the  remaining  100 shares of the issued and
outstanding stock of the Company; and

         WHEREAS, Mestek desires to sell, and the Buyer desires to purchase, the
issued  and  outstanding  stock of the  Company  owned by  Mestek as of the date
hereof plus those acquired at or prior to Closing  (collectively,  the "Shares")
on the terms set forth in this Agreement.

                                    AGREEMENT
         The Parties, intending to be legally bound, agree as follows:

ARTICLE 1
                          definitions and use of terms
1.1      CONSTRUCTION

         Any reference in this Agreement to an "Article" or "Section"  refers to
the  corresponding  Article or Section of this  Agreement or Mestek's or Buyer's
Disclosure  Schedules,  unless the context indicates otherwise.  The headings of
Articles and Sections are provided for convenience only and shall not affect the
construction  or  interpretation  of  this  Agreement.  All  words  used in this
Agreement shall be construed to be of such gender or number as the circumstances
require.  The terms  "include" or "including"  indicate  examples of a foregoing
general statement and not a limitation on that general statement.  Any reference
to a statute refers to the statute, any amendments or successor legislation, and
all regulations  promulgated under or implementing the statute,  as in effect at
the relevant  time.  Any reference to a Contract or other document as of a given
date means the Contract or other document as amended,  supplemented and modified
from  time to  time  through  such  date.  Capitalized  terms  contained  in the
Schedules hereto and not defined therein shall have the meaning ascribed to them
in this Agreement.

1.2      DefinitionsError! Bookmark not defined.

         For the purposes of this Agreement,  the following terms and variations
on them have the meanings specified in this Section:

         "Audited Financial Statements" is defined in Section 3.9.

         "Affiliated  Group"  means any  affiliated  group within the meaning of
Code Section 1504(a) or any similar group under any provision of state, local or
foreign law.

         "Best Efforts" means the commercially reasonable efforts that a prudent
Person  desirous of  achieving a result  would use in similar  circumstances  to
achieve that result as expeditiously as possible.

         "Buyer" is defined in the first paragraph of this Agreement.

         "Closing"  means the  consummation  and completion of the  transactions
described in Section 2.4.

         "Closing  Date"  means the date on which  the  Closing  actually  takes
place.

         "Code" refers to the Internal Revenue Code of 1986, as amended.

         "Common Share" is defined in Section 3.3.

         "Company" is defined in the Recitals of this Agreement.

         "Company Contract" means any Contract or group of related Contracts (a)
under which the Company has or may acquire  rights,  (b) under which the Company
is or may become subject to Liability, or (c) by which the Company or any of its
assets is or may become bound.

         "Consent" means any approval, consent,  ratification,  waiver, or other
authorization.

         "Contemplated Transactions" means all of the transactions to be carried
out in accordance  with this  Agreement,  including the purchase and sale of the
Shares and the performance by the Parties of their other  obligations under this
Agreement.

         "Contract" means any contract,  agreement,  commitment,  understanding,
lease, license, franchise,  warranty,  guaranty,  mortgage, note, bond, or other
instrument or consensual obligation (whether written or oral and whether express
or implied) that is legally binding.

         "Contravene" - an act or omission would  "Contravene"  something if, as
the context requires:

        (a)      the act or omission  would conflict with it, violate it, result
                 in a breach or violation of or failure to comply with it, or
                 constitute a default under it;

         (b) the act or  omission  would  give  any  Governmental  Body or other
Person the right to challenge,  revoke, withdraw, suspend, cancel, terminate, or
modify it, to exercise any remedy or obtain any relief under it, or to declare a
default or accelerate the maturity of any obligation under it; or

(c)      the act or omission would result in the creation of an Encumbrance on
         the Shares or assets of the Company.

         "Debt" means all obligations for borrowed money,  whether short term or
long term, and unpaid interest  thereon.  For the avoidance of doubt, Debt shall
not include  obligations  under  operating  leases,  trade  accounts  payable or
accrued expenses (as that term is defined under GAAP).

         "Effective Date" is defined in the first paragraph.

         "Employee   Pension   Benefit  Plan"  has  the  meaning  set  forth  in
ERISA(3)(2).

         "Employee   Welfare   Benefit  Plan"  has  the  meaning  set  forth  in
ERISA(3)(1).

         "Encumbrance" means any charge, claim, mortgage,  servitude,  easement,
right of way, community or other marital property interest,  covenant, equitable
interest, lien, option, pledge, security interest,  preference,  priority, right
of first refusal, or similar restriction.

         "ERISA" means the Employee  Retirement  Income  Security Act of 1974 as
amended.

         "Escrow Agreement" is defined in Section 2.2(b)
          ----------------

         "Expenses" is defined in Section 2.4(a)(xi).

         "Financial Statements" is defined in Section 3.9.

         "GAAP" means  generally  accepted  accounting  principles for financial
reporting in the United States.

         "Governmental  Authorization"  means any  Consent,  license,  permit or
registration issued,  granted, given or otherwise made available by or under the
authority of any Governmental Body or pursuant to any Legal Requirement.

         "Governmental Body" means any:

         (a)      nation, region, state, county, city, town, village, district,
                  or other jurisdiction;

         (b)      federal, state, local, municipal, foreign or other government;

         (c)      governmental or quasi-governmental  authority of any nature
                  (including any governmental agency,  branch,  department,
                  or other entity and any court or other tribunal);

         (d)      multinational organization;

         (e)      body exercising, or entitled to exercise, any administrative,
                  executive, judicial, legislative,  policy, regulatory,
                  or taxing authority or power of any nature; and

(f)      official of any of the foregoing.

         "Initial Payment" is defined in Section 2.2(b).

         "Knowledge"  means,  except as otherwise  specified,  actual  knowledge
          without  independent  investigation.  With respect to  Mestek,
          Knowledge means (i) actual knowledge without independent investigation
          of John E. Reed, R.Bruce Dewey, Stephen M. Shea, or Winston R. Hindle,
          Jr., and (ii) the knowledge of Wayne  Frerichs or Sue Perakis after
          such  investigation  that a reasonably  prudent person would conduct.

         "Legal   Requirement"   means  any  published  and  publicly  available
constitution,  law, statute, treaty, rule, regulation,  ordinance,  binding case
law or principle of common law,  notice,  approval or Order of any  Governmental
Body.

         "Liabilities" means material  liabilities or obligations of any nature,
whether  known  or  unknown,  whether  absolute,  accrued,  contingent,  choate,
inchoate,  or  otherwise,  whether  due or to become  due,  and  whether  or not
required to be reflected on a financial statement.

         "Material  Adverse  Change" and "Material  Adverse  Effect" - means any
change, effect or circumstance with respect to the Company if it individually or
together with any other changes,  effects or conditions (i) materially adversely
affects  the  financial  or  other  condition,  results  of  operations,  assets
(considered in the aggregate), Liabilities, equity, prospects or business of the
Company, (ii) materially impedes the ongoing operations of the Company, or (iii)
significantly  adversely affects a material asset of the Company,  but shall not
include  matters  arising from the  execution,  delivery or  performance of this
Agreement or involving  conditions that are generally applicable in the economy,
the aluminum  extrusion  business or the  manufacture  and sale of heat sinks or
other metal fabrications.

         "Material  Company   Contract"  means  a  Company  Contract   involving
payments, in the aggregate, by or to the Company in excess of $50,000.

         "Mestek  Affiliated  Group"  means Mestek and the  affiliated  group of
companies of which Mestek is the common parent.

         "Order" means any published and publicly  available order,  injunction,
judgment,  decree,  ruling,  assessment or arbitration award of any Governmental
Body or arbitrator.

         "Ordinary  Course of Business" refers to actions taken in the Company's
normal operation, consistent with its past practice.

         "Organizational   Document"  means  any  charter,   articles,   bylaws,
certificate,   statement,  statutes,  or  similar  document  adopted,  filed  or
registered in connection  with the creation,  formation,  or  organization of an
entity,  and any  Contract  among all  equityholders,  partners or members of an
entity.

         "Parties" is defined in the first paragraph.

         "Plan" means employee  benefit plans as such term is defined in Section
3.3 of ERISA,  as currently  interpreted by the IRS and the Department of Labor,
including but not limited to, medical,  disability,  unemployment and retirement
benefits,  that is  maintained  by the  Company or Mestek for  employees  of the
Company.

         "Person" refers to an individual or an entity, including a corporation,
share company,  limited  liability  company,  partnership,  trust,  association,
Governmental  Body or any other body with legal  personality  separate  from its
equityholders or members.

         "Proceeding"  means  any  action,   arbitration,   audit,  examination,
investigation,   hearing,   litigation,   or  suit  (whether  civil,   criminal,
administrative,  judicial or  investigative,  whether  formal or  informal,  and
whether public or private) commenced, brought, conducted, or heard by or before,
or otherwise involving, any Governmental Body or arbitrator.

         "Purchase Price" is defined in Section 2.2.

         "Representative"  means,  with  respect  to a  particular  Person,  any
director,   officer,  employee,  agent,  consultant,   advisor,  legal  counsel,
accountant, or other representative of that Person.

         "Shares" is defined in the Recitals.
          ------

         "Tax"  means any of the Taxes and  "Taxes"  means all  federal,  state,
local,  foreign  and other  taxes,  charges,  fees,  duties  (including  customs
duties), levies or other assessments,  including income, capital gains, profits,
gross  receipts,  net  proceeds,  alternative  or add-on  minimum,  ad  valorem,
turnover,  real and personal  property  (tangible and intangible),  sales,  use,
franchise,  excise,  value added,  documentary,  stamp,  leasing,  lease,  user,
transfer, conveyance, fuel, excess profits, occupational, interest equalization,
windfall profits,  severance,  license, payroll,  environmental,  capital stock,
disability,  employee's income withholding, other withholding,  unemployment and
social security taxes, that are imposed by any Governmental  Body, and including
any interest, penalties or additions to tax attributable thereto.

         "Threatened"  -- an action or matter would be  considered  to have been
"Threatened"  if a demand  or  statement  has been  made  (whether  orally or in
writing) or a notice has been given (whether orally or in writing), or any other
event has occurred or any other  circumstances  exist, that would lead a prudent
Person  to  conclude  that such  action  or  matter  is  likely to be  asserted,
commenced, taken or otherwise pursued in the future.

         "Unaudited Financial Statements" is defined in Section 3.9.
         "Working  Capital" shall mean the difference  between (x) the Company's
trade accounts receivable, inventory and prepaid expenses and (y) the sum of the
Company's  trade  account  payables  (other  than those to members of the Mestek
Affiliated  Group) and accrued  liabilities  other than with respect to Debt and
Taxes. For purposes of this calculation,  trade account payables includes checks
outstanding.



<PAGE>




ARTICLE 2
                      SALE AND TRANSFER OF SHARES; CLOSING
2.1      SHARES

         Subject to the terms and conditions of this Agreement,  at the Closing,
Mestek  will sell and  transfer  the  Shares to the  Buyer,  and the Buyer  will
purchase the Shares from Mestek.

2.2      Purchase Price AND INITIAL PAYMENT

(a) The purchase price for the Shares, assuming the Company has no Debt, payable
at Closing  will be (i) fifty two million  dollars  ($52,000,000)  if the Shares
constitute all of the issued and outstanding stock of the Company, or (ii) forty
six million  three  hundred  forty seven  thousand  eight  hundred  twenty three
dollars  ($46,347,823) if the Shares constitute eight hundred twenty of the nine
hundred twenty issued and outstanding stock of the Company  ("Purchase  Price").
The  Purchase  Price  shall be  subject  to  adjustment  as set forth in Section
2.2(c).

(b) On the  Effective  Date,  Buyer  shall  pay five  hundred  thousand  dollars
($500,000.00) (the "Initial Payment"), by wire transfer of immediately available
funds, to United States Trust Company of New York (the "Escrow Agent"),  subject
to the terms and conditions set forth in the Escrow Agreement attached hereto as
Exhibit 2.2(b) (the "Escrow  Agreement").  The Initial  Payment shall be held by
the Escrow Agent until such time as the Escrow Agent is required under the terms
of the Escrow  Agreement to pay such deposit to Mestek or the Buyer, as the case
may be.

         (i) In the event that the Closing Date does not occur within 90 days of
the  Effective  Date as a result of (A) a breach of this  Agreement by Mestek or
(B) the  failure of a condition  to closing  under  Article 6 of this  Agreement
(other than Buyer's failure to secure financing) other than because of a failure
by Buyer to  perform  its  obligations  hereunder,  the  Initial  Payment  (plus
interest accrued thereon) shall be paid to Buyer.

         (ii) In the event that the Closing  Date does not occur  within 90 days
of the Effective Date as a result of any reason other than a reason specified in
Section 2.2(b)(i),  the Initial Payment (plus interest accrued thereon) shall be
paid to Mestek. In the event that the reason for the failure of the Closing Date
to occur is Buyer's failure to secure  financing  despite its Best Efforts to do
so, such payment shall be Mestek's sole remedy for Buyer's failure to consummate
the Contemplated Transaction.

         (iii) In the event that the Closing  Date occurs  within 90 days of the
Effective  Date, the Initial Payment shall be paid to Mestek as a credit against
the Purchase Price.

(c) As soon as  reasonably  practicable  after the Closing Date (but in no event
later than 75 days following the Closing Date),  the Buyer, at Buyer's  expense,
shall  cause to be  prepared  and  delivered  to Mestek a  balance  sheet of the
Company as at 11:59:00 PM on the day immediately preceding the Closing Date (the
"Closing Date Balance Sheet"),  which shall be certified by Grant Thornton,  LLP
and  shall  be  prepared  in  accordance  with  generally  accepted   accounting
principles on a basis consistent with the 1999 Audited Financial  Statements and
the 1999 and 2000 Unaudited  Financial  Statements.  Based upon the Closing Date
Balance  Sheet,  the  Purchase  Price shall be  adjusted  (the  "Purchase  Price
Adjustment") as follows:

                  (i)......If the Working Capital of the Company as shown on the
Closing Date Balance  Sheet is less than  $5,885,662,  the amount as of June 30,
2000,  then the  Purchase  Price shall be  decreased  by an amount  equal to the
deficit.

                  (ii).....If the Working Capital of the Company as shown on the
Closing Date Balance Sheet is greater than $5,885,662, the amount as of June 30,
2000,  then the  Purchase  Price shall be  increased  by an amount  equal to the
excess.

Working Capital at Closing will include the following assumptions:

1.       All payroll and payroll tax liabilities of the Company related directly
         to payroll  checks dated before the Closing Date will be paid by Mestek
         in the  Ordinary  Course  of  Business  and will be  excluded  from the
         computation of Working Capital.

2.       All  payroll and payroll  tax  liabilities  of the Company  relating to
         payroll  checks dated on or after the Closing will be paid by the Buyer
         and  accrued on the Closing  Date  Balance  Sheet and such  liabilities
         shall be included in the computation of Working Capital.

(d) Mestek  shall  notify the Buyer in writing  within 45 days after it receives
the Closing Date Balance Sheet of any disagreements it may have with the Closing
Date Balance Sheet or the computation of any Purchase Price Adjustment,  setting
forward in  reasonable  detail the basis for and (if  computable  by Mestek) the
amount of such disagreements.  If at the end of such 45-day period no resolution
is reached, such disagreements shall be resolved by a "big five" accounting firm
(the "Arbiter"),  chosen by the Parties,  which  determination  shall be limited
solely to the  disagreements  identified  by Mestek and which shall be final and
binding on the Parties.  The fees and  disbursements of such firm shall be borne
by the Party whose  position  is not  substantially  upheld.  In the event of an
adjustment to the Purchase  Price which  requires an  additional  payment by the
Buyer to Mestek, such amount shall be payable within ten days of the delivery of
the Closing Date Balance Sheet to the extent  undisputed by the Buyer and to the
extent an additional payment is determined by the Arbiter to be due by the Buyer
to Mestek such amount  shall be payable  within ten days of the  delivery of the
Arbiter's  determination  to the Buyer. If the Closing Date Balance Sheet should
disclose that any amount is payable by Mestek to the Buyer, such amount shall be
payable  within ten (10) days  following  delivery of the Closing  Date  Balance
Sheet to the extent not disputed by Mestek and to the extent additional  payment
is  determined by the Arbiter to be due by Mestek to the Buyer such amount shall
be payable  within ten days of the delivery of the  Arbiter's  determination  to
Mestek.  Any payments not paid when due under this Section shall accrue interest
at the rate of 9% per annum from Closing through the date of payment.

2.3      CLOSING

         The Closing  shall take place at the offices of the Buyer's  counsel or
counsel  to  Buyer's  principal  lender no later  than  five (5) days  after the
satisfaction or waiver of the last condition precedent set forth in Article 6 at
10 a.m.  (Eastern time) or by telephone and fax as the Parties shall agree.  The
Parties estimate that the Closing Date shall be on or about November 15, 2000.

2.4      Closing Deliveries

         At the Closing:

         (a)      Mestek will deliver to Buyer:

                  (i)      Certificates  representing  the eight hundred  twenty
                           (820) or nine hundred twenty (920), as the case shall
                           be, Shares of the Company, duly endorsed in blank (or
                           accompanied by duly executed stock powers in blank);

(ii)    An opinion of Baker & McKenzie, counsel for Mestek, in the form attached
        hereto as Exhibit 2.4(a)(iii);

(iii)   The Company's corporate minute book, seals and stock ledgers;

(iv)    Resignations of all officers and directors of the Company other than
        those designated in writing by Buyer;

(v)     Compliance certificate of an officer of Mestek as to the fulfillment of
        the conditions set forth in Section 6.1;

(vi)    Resolutions of Mestek  certified by its Secretary  authorizing  the
        execution,  delivery and performance of this Agreement and the
        transactions contemplated hereby;

(vii)    Copies of the Company's certificate of incorporation and all amendments
         thereto and by-laws,  as certified by the Secretary of the Company;

(viii)                     Release of the Company's  obligations  with regard to
                           all Debt as of the Closing  Date and all  payables to
                           members of the Mestek Affiliated Group; and

(ix)                       Satisfaction  of all mortgages on the Company's  Real
                           Property  and a release  of all  liens,  pledges  and
                           security  interests on the  Company's  assets  except
                           with respect to operating leases.

         (b)      [Intentionally Omitted].

         (c)      Buyer will deliver:

(i)                        the Purchase Price (less any amount paid to Mestek by
                           the Escrow  Agent) by wire  transfer  of  immediately
                           available  funds or similar means,  to the account(s)
                           specified by Mestek;

(ii)    The opinion of Shapiro Forman & Allen LLP, counsel for Buyer, in the
        form attached hereto as Exhibit 2.4(c)(ii);

(iii)   Compliance certificate of an officer of Buyer as to the fulfillment of
        the conditions set forth in Section 6.2; and

(iv)                       Resolutions  of  Buyer  certified  by  its  Secretary
                           authorizing  the execution,  delivery and performance
                           of this Agreement and the  transactions  contemplated
                           hereby.



ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF MESTEK
         Mestek  represents and warrants to the Buyer as follows that, as of the
date hereof and on the Closing Date:

3.1      Organization and Good Standing

         (a) The Company is a corporation  duly organized,  validly existing and
in good standing  under the laws of the State of Delaware,  with full  corporate
power and authority to conduct its business as it is now being conducted, to own
or use the  properties  and assets that it owns or uses,  and to perform all its
obligations  under the Company  Contracts.  The Company is duly  qualified to do
business as a foreign  entity and is in good  standing in each  jurisdiction  in
which the  failure to so qualify  would  have a Material  Adverse  Effect on its
business or properties.  The  jurisdictions in which the Company is qualified to
do business are set forth in Schedule 3.1.

         (b) The  Company  has no  subsidiaries  nor any  interest in or similar
obligation with regard to any other  corporation,  company,  partnership,  joint
venture, association or other business entity.

3.2      Enforceability; No Conflict

(a) Assuming due authorization,  execution and delivery of this Agreement by the
Buyer, this Agreement  constitutes the legal,  valid, and binding  obligation of
Mestek,  enforceable  against Mestek in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium,  or other  similar  laws  relating  to or  affecting  the  rights of
creditors  generally  and except  that the remedy of  specific  performance  and
injunctive  relief  and  other  forms of  equitable  relief  may be  subject  to
equitable  defenses  and to  the  discretion  of  the  court  before  which  any
proceeding  therefor may be brought.  Mestek has the  absolute and  unrestricted
right, power, authority,  and capacity to execute and deliver this Agreement and
to perform its obligations  under this  Agreement,  which actions have been duly
authorized and approved by all necessary corporate action of Mestek.

(b) Except as set forth in  Schedule  3.2,  neither  Mestek nor the  Company are
required to give any notice to any Person or obtain any Consent or  Governmental
Authorization in connection with the execution and delivery of this Agreement by
Mestek  or  the   consummation  or  performance  of  any  of  the   Contemplated
Transactions by Mestek.

         (c) Neither  the  execution  and  delivery  of this  Agreement  nor the
consummation  or  performance  of  any  of the  Contemplated  Transactions  will
directly or indirectly (with or without notice or lapse of time):

(i) Contravene any Material Company Contract, Governmental Authorization,  Legal
Requirement or Order to which the Company or Mestek,  or any of the assets owned
or used by the  Company is party or by which they may be bound or  subject,  any
provision  of  the  Company's  or  Mestek's  Organizational  Documents,  or  any
resolution  adopted by the board of directors or  stockholders of the Company or
Mestek.

(ii) result in the  imposition or creation of any material  Encumbrance  upon or
with respect to any of the assets owned or used by the Company.

3.3      Capitalization

         The Company is a corporation having authorized capital stock consisting
 of two thousand  (2,000) no par value Common Shares (each a "Common  Share") of
 which nine  hundred  twenty  (920)  Common  Shares are issued and  outstanding.
 Except as set forth in  Schedule  3.3,  all of the Shares are  validly  issued,
 fully paid and  non-assessable  and no  pledge,  claim or any  encumbrances  or
 restrictions  of any nature exist with respect to them.  No options,  warrants,
 conversion or other rights,  agreements or commitments  of any kind  obligating
 the  Company,  contingently  or  otherwise,  to issue or sell any shares of its
 capital stock of any class or any securities  convertible  into or exchangeable
 for any such shares, are outstanding.

3.4      OWNERSHIP; WAIVER OF RIGHTS; TITLE

         Mestek  beneficially  and of record  owns eight  hundred  twenty  (820)
Common  Shares and has good and  marketable  title thereto free and clear of any
Encumbrance,  except as set forth on Schedule  3.4.  Mestek  hereby  irrevocably
waives  any and all  pre-emptive  rights,  rights of first  refusal or any other
similar  rights to purchase or sell Shares now or in the future with  respect to
the consummation of transactions  set out hereunder.  Mestek has not granted any
power of attorney  enabling  any Person to enter into an agreement to dispose of
in any way the Mestek  Shares.  Mestek has not  granted  any Person any  option,
warrant or similar  right to purchase  any of the Mestek  Shares,  except as set
forth on Schedule 3.4.

3.5      LITIGATION

         Except  as set  forth  on  Schedule  3.5,  there is no  claim,  action,
proceeding or investigation  pending or, to the Knowledge of Mestek,  Threatened
against  the  Company  before  any court or  governmental  agency.  There are no
orders, writs,  injunctions or decrees currently in force against the Company or
the directors,  officers, agents or employees of the Company with respect to the
conduct of the Company's business.

3.6      NON-DISCLOSURE; NON-COMPETITION

         The  Company  is not  bound by any  Contract  or Order  restraining  or
materially  limiting it from  engaging or competing  in the  aluminum  extrusion
business,  or the manufacture or sale of heat sinks or other metal fabrications.
To the  Knowledge  of  Mestek,  no third  party  has  claimed  that  any  Person
representing or employed by the Company has:

     (a)      violated  or may be  violating  any of  the  terms  or
              conditions  of  his  or her  employment,  non-competition  or
              non-disclosure agreement with such third party;

     (b)      disclosed  or may be  disclosing  or  utilized or may be
              utilizing  any trade  secret,  proprietary  information  or
              documentation of such third party; or

    (c)     interfered or may be interfering in the employment relationship
            between such third party and any of its present or former employees.

         Neither the execution nor delivery of this  Agreement,  nor the conduct
of the business of the Company,  conflicts with or results in a material  breach
of the terms,  conditions,  or  provisions  of or constitute a default under any
Material  Company  Contract or other material legal  instrument  under which the
Company is obligated.

3.7      COMPLIANCE WITH LAW

         The Company is in material  compliance  with applicable  laws.  Neither
Mestek nor the Company have received any notice of any material violation of any
applicable  laws  which  has not  been  remedied.  The  Company  owns,  holds or
possesses  in its own name,  all  governmental  licenses,  franchises,  permits,
approvals  and other  governmental  authorizations  (federal,  state and  local)
(collectively,  "Licenses  and  Permits")  necessary  to  entitle  it to use its
corporate  name, to own or lease,  operate and use its assets and properties and
to carry on and conduct its businesses  and  operations as presently  conducted,
except  where the  failure  to so own,  hold or possess  would have no  Material
Adverse Effect. The Company is not in violation of or default under any Licenses
or Permits or any judgment,  order,  writ,  injunction or decree of any court or
administrative  agency  issued  against  it  or  any  law,  ordinance,  rule  or
regulation  applicable to it, which could reasonably be expected individually or
in the aggregate to have a Material  Adverse Effect or which could reasonably be
expected to  interfere  materially  with the  consummation  of the  transactions
contemplated herein.  Schedule 3.7 hereto sets forth a complete and correct list
of all Licenses and Permits  related to the conduct of the  Company's  business,
all of which are in full force and effect as of the date hereof.


3.8      COMPANY CONTRACTS; INSTRUMENTS

         A true and complete list of the Material Company  Contracts is attached
hereto as Schedule  3.8.  Mestek has delivered  true and complete  copies of all
Material Company  Contracts to Buyer.  Each Material Company Contract is a valid
and binding obligation of the Company and, to the Knowledge of Mestek, the other
parties  thereto,  enforceable  in  accordance  with its  terms,  except  as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium,  or other  similar  laws  relating  to or  affecting  the  rights of
creditors  generally  and except  that the remedy of  specific  performance  and
injunctive  relief  and  other  forms of  equitable  relief  may be  subject  to
equitable  defenses  and to  the  discretion  of  the  court  before  which  any
proceeding  therefor may be brought and no Material  Company  Contract  shall be
breached  or  rendered  invalid  or  unenforceable  by the  consummation  of the
transactions  contemplated by this Agreement.  The Company has not breached, nor
does Mestek have Knowledge of any claim or threat that the Company has breached,
any of the terms or conditions  of any Material  Company  Contract.  None of the
Company  Contracts  is  individually  expected to cause a loss to the Company in
excess of $50,000,  and the Company  Contracts in the aggregate are not expected
to cause a loss to the  Company  in  excess  of  $100,000,  provided  that  such
expectation  assumes no change in the Company's  business practices or processes
or increase in labor rates and raw materials or other costs. No Material Company
Contract  with  customers  is priced in a manner that is  inconsistent  with the
Company's past practices.

3.9      Financial Statements; WORKING CAPITAL

(a) Attached hereto as Schedule 3.9 are unaudited  balance sheets as of December
31, 1998,  December 31, 1999,  and June 30, 2000 and profit and loss  statements
and  statements  of cash flows for the calendar  years ended  December 31, 1997,
December  31, 1998 and  December 31, 1999 and for the period ended June 30, 2000
for the Company (collectively, the "Unaudited Financial Statements").  Except as
stated in Schedule 3.9, the Unaudited  Financial  Statements  have been prepared
from the books and records of the Company,  are true and correct in all material
respects  and  accurately  set out and  describe  the  financial  condition  and
operating  results of the Company as of the dates and for the periods  indicated
therein  and have been  prepared in  accordance  with GAAP.  The  Company  shall
provide audited balance sheets as of December 31, 1998 and December 31, 1999 and
profit and loss  statements  and statements of cash flows for the calendar years
ended  December  31,  1997,  December  31,  1998,  and December 31, 1999 for the
Company  (collectively,  the "Audited Financial  Statements") within thirty five
(35) days of the  Effective  Date.  The Audited  Financial  Statements  shall be
prepared from the books and records of the Company,  will be true and correct in
all material  respects and will  accurately  set out and describe the  financial
condition  and  operating  results  of the  Company  as of the dates and for the
periods  indicated  therein and will be prepared in  accordance  with GAAP.  The
Audited Financial Statements for 1999 will not be materially adversely different
(taken as a whole) from the Unaudited Financial Statements for the same period.

(b) The accounts  receivable of the Company  reflected on the unaudited  balance
sheet dated June 30, 2000,  or arising since the date thereof are, to the extent
not  already  collected,  true and valid  receivables,  created in the  Ordinary
Course of Business of the Company and have arisen  solely out of bona fide sales
of goods,  performance  of  services,  and other  business  transactions  in the
Ordinary  Course of  Business.  Such  accounts  receivable  are  collectible  in
accordance with their terms at their recorded  amounts,  subject to the reserves
set forth in the  Unaudited  Financial  Statements  as adjusted in the  Ordinary
Course of Business through the Closing Date.

3.10     LIABILITIES AND OTHER OBLIGATIONS

         The Company has no  Liabilities  except (i) to the extent  reflected or
reserved  for  on the  Unaudited  Financial  Statements,  (ii)  for  liabilities
incurred in the  Ordinary  Course of  Business  since June 30,  2000,  (iii) for
liabilities disclosed in Schedule 3.10 attached hereto, and (iv) for obligations
to perform wholly or partially executory contracts.

3.11     RELATED PARTY TRANSACTIONS

         Except as set forth in Schedule 3.11,  neither Mestek,  nor any present
executive, director nor, to the Knowledge of Mestek, any significant employee of
the Company or an affiliate thereof: (a) owns, directly or indirectly,  in whole
or in part, any of the properties  used in the business of the Company;  (b) has
received a loan or advance from the Company which is currently outstanding;  (c)
has  any  obligation  to make  any  loan to the  Company;  or (d) has any  other
business  relationship  with the Company  other than in his or its capacity as a
shareholder, executive, director or significant employee. Neither Mestek nor any
present  executive  director,  or, to the Knowledge of Mestek,  any  significant
employee of the Company or any affiliate thereof:  owns, directly or indirectly,
in whole or in part,  any interest  in, or controls or is an employee,  officer,
director,   partner  of,  participant  in  or  consultant  to  any  corporation,
association,  partnership,  limited  partnership,  joint venture or other entity
which is a competitor of the Company.

3.12     BOOKS AND RECORDS

         The Company keeps its accounts  regularly and in conformity  with GAAP.
Except as set forth in Schedule  3.12,  copies of all financial and  operational
books and other  materials  related to the  operation  of the Company  since its
inception are located at the business premises of the Company.

3.13     NO MATERIAL ADVERSE CHANGE

         (a) Since June 30, 2000, no event has occurred or circumstance  existed
that has had, or is reasonably  expected to cause, a Material  Adverse Effect on
the Company.

         (b) In addition,  since June 30, 2000,  except as set forth in Schedule
3.13,  the Company has conducted  its business in the ordinary  course and there
has not occurred with respect to the Company:

                  (i)  .....any  payment,   discharge  or  satisfaction  of  any
liabilities or obligations (whether accrued, absolute,  contingent or otherwise)
in excess of $100,000, other than the payment, discharge or satisfaction, in the
Ordinary  Course of Business,  of  liabilities  or  obligations  incurred in the
Ordinary Course of Business;

                  (ii).....except in the Ordinary Course of Business, any assets
(whether real,  personal or mixed,  tangible or intangible)  becoming subject to
any mortgage,  pledge,  lien,  security  interest,  encumbrance,  restriction or
charge of any kind, any one of which is more than $50,000;

                  (iii)....any cancellation or waiver of any claims with a value
in excess of $50,000 or rights with a value in excess of  $50,000,  or any sale,
lease,  transfer,  assignment,  distribution or other  disposition of any assets
with a value in excess of $50,000,  except for sales of finished goods inventory
in the Ordinary  Course of Business,  or any disposal of any material assets for
any amount to members of the Mestek Affiliated Group;

                  (iv).....any disposal or lapse of any rights in, to or for the
use of any patent, trademark,  trade name or copyright, or any disclosure to any
person not an employee or agent (except for  disclosures in the Ordinary  Course
of  Business or in  connection  with the  process of selling  the  Company),  or
disposition of, any customer lists;

                  (v)......any  increase  in  the  base  compensation  or  other
payment to any officer or employee,  whether now or hereafter payable or granted
(other than increases in base  compensation in the Ordinary Course of Business),
or material  entry into or variation of the terms of any employment or incentive
agreement with any such person;

                  (vi).....any  capital  expenditure or commitment for additions
to property, plant or equipment, or lease agreement,  which exceeds $100,000 and
which,  if  purchased,  would be reflected in the  property,  plant or equipment
accounts;

                  (vii)....any change in any method of accounting;

                  (viii)...any damage, destruction or loss of any asset, whether
                           or not covered by insurance, which exceeds $50,000;

                  (ix).....except liabilities incurred in the Ordinary Course of
Business, any obligation or liability in excess of $50,000,  including,  without
limitation, any liability for nonperformance or termination of any contract;

(x)      any sale or other  disposition  of any of the  assets  of the  Company
         worth in  excess  of  $50,000  other  than  sales  and dispositions in
         the Ordinary Course of Business;

(xi) any  elimination of any reserves  established on the Company's books or any
changing  of the method of  accrual  unless  there is any change of  significant
facts or  circumstances  pertaining  to any reserves  which would  justify their
elimination, or such elimination or change is required under GAAP.

3.14     PROPERties AND ASSETS; ENCUMBRANCES

(a) Except as set forth in Schedule  3.14,  the Company has good and  marketable
title to, or a valid leasehold  interest in, all real properties and assets used
in its business and all real properties and assets owned by the Company are free
and clear of all mortgages, liens, pledges, and security interests on the assets
of the Company,  other than with respect to operating leases. The properties and
assets of the Company are  sufficient to carry on the business of Company in the
manner in which  such  business  was being  conducted  immediately  prior to the
Closing Date.

         (b) The only real  property  that the  Company  owns is  located  at 33
Bridge Street,  Pelham, New Hampshire (the "Real Property").  The present use of
the Real  Property does not violate any local zoning or similar land use laws or
governmental  regulations  where such violation would cause the Company to incur
more than  $10,000  to cure  such  violation.  The  Company  is not in  material
violation of, or in noncompliance  with, any covenant,  condition,  restriction,
order or easement affecting the Real Property.  There is no condemnation pending
or, to the best  knowledge of Mestek,  Threatened  affecting  the Real  Property
owned by the Company.  The Company does not lease any real property and owns the
Real Property.

(c) Schedule 3.14 attached hereto and made a part hereof sets forth each item of
personal  property  owned by the Company as of August 31, 2000 having a value in
excess of five thousand dollars ($5,000),  excluding inventory and supplies, and
sets  forth any lease  pursuant  to which the  Company  leases  any such item of
personal  property as a lessee or lessor as of the date  hereof  (the  "Material
Personal  Property  Leases").   The  Company  enjoys  peaceful  and  undisturbed
possession under all Material  Personal  Property Leases.  The personal property
set forth on Schedule 3.14 hereto  constitutes  all material  personal  property
used in the operation of the Company's business as currently  conducted,  except
for  inventory and  supplies.  Except as set forth on Schedule 3.14 hereto,  the
personal  property of the Company is  maintained  in good  operating  condition,
reasonable wear and tear excepted, for the purposes for which they are currently
being used. Mestek has previously  delivered to Buyer true and correct copies of
all Material Personal Property Leases.

(d)      Except as set forth on Schedule 3.14, all assets of the Company are
         located at 33 Bridge Street, Pelham, New Hampshire.

3.15     PROPRIETARY RIGHTS

         The Company owns and has good and marketable title to, or has in effect
licenses to, all material  patents,  trade secrets,  trademarks,  service marks,
trade names,  copyrights  and all  applications  therefor and other  proprietary
rights  used or  necessary  in the  conduct of the  Company's  business,  as now
conducted (the "Intellectual Property") provided,  however, that Mestek makes no
representations or warranties with respect to the name "Mestek" or any variation
thereof, which Mestek shall continue to hold all rights to use after the Closing
Date and in which Buyer shall  acquire no interest.  Schedule  3.15 sets forth a
complete  and correct  list of all patents,  registered  trademarks,  registered
trade names,  registered service marks,  registered service names and registered
brand names and all  applications  for the foregoing,  if any,  applicable to or
used in the business of the Company.  The Company has not granted  third parties
(including Mestek) the right to use the Intellectual  Property. To the Knowledge
of Mestek,  the Company is not infringing upon or otherwise  acting adversely to
the  right  or  claimed  right  of any  Person  under  or  with  respect  to the
Intellectual  Property  and there is no basis  for any claim by any third  party
that the Company is so  infringing  or acting.  To the  Knowledge of Mestek,  no
employee or  contractor of the Company is  infringing  upon or otherwise  acting
adversely to the right or claimed  right of any Persons under or with respect to
any of the Intellectual Property.

3.16     Taxes

         Except as set forth in Schedule 3.16:

             (a) The Company has duly and timely  filed all reports and returns,
statements  and  forms  required  to be filed  in  respect  of any  Taxes as are
required to be filed by it or which are required to be filed with respect to its
assets,  income,  capital  stock,  or operations  ("Tax  Returns"),  or a timely
request for extension of such Tax Returns has been filed and remains  effective.
All such Tax Returns were correct and  complete in all  material  respects.  All
Taxes due,  or claimed to be due,  from the  Company or which are  imposed  with
respect to their assets, income, capital stock, or operations, including without
limitation,  Taxes due to any United States taxing authority,  have been paid or
appropriate deposits made with respect thereto.  There are no liens with respect
to Taxes upon any of the Company's assets,  other than with respect to Taxes not
yet due and  payable.  The Company has made  adequate  provision in the June 30,
2000 Unaudited Financial Statements for the payment of all accrued Taxes not yet
payable  as of the date of the  June 30,  2000  Unaudited  Financial  Statements
attributable to its assets, income or operations.

         (b) There are no  audits,  inquiries,  investigations  or  examinations
pending or, to the Knowledge of Mestek,  threatened  relating to the Tax Returns
of  the  Company  or  which  include  its  assets,  income,  capital  stock,  or
operations,  and to the Knowledge of Mestek, there are no claims which have been
or may be asserted  relating  to any such Tax  Returns  for any year  which,  if
determined adversely,  would result in the assertion by any Governmental Body of
a material Tax  deficiency  against the  Company.  There have been no waivers or
extensions of statutes of limitations which are in effect as of the date of this
Agreement.

(c)  The  Company  is  not a  party  to any  tax-sharing  agreement  or  similar
arrangement  with any other party.  The Company has no liabilities for the Taxes
of any other  entity or party,  whether  by joint and  several  liability,  as a
transferee or successor, by contract, or otherwise.

(d) Through the tax year ended  December 31, 1999, the Company has been included
in Mestek's  consolidated  federal returns as a member of the Mestek  Affiliated
Group. Mestek has duly and properly filed all Tax Returns,  reported all income,
and paid all Taxes relating to the assets, income and operations of the Company,
to the extent required to be filed, reported and paid by Mestek.

(e) The federal  income tax returns of the Company  have not been audited by the
IRS for any  taxable  year of the  past  four  taxable  years.  The  statute  of
limitations  period for  assessment of federal  income taxes has expired for all
taxable years through the taxable year ending 1996.

(f)      There are no outstanding powers of attorney enabling any party to
         represent the Company with respect to Tax matters.

(g) The Company has withheld prior to Closing,  proper and accurate amounts from
employees of the  Company,  in  compliance  in all  material  respects  with all
withholding and similar provisions of any and all applicable federal, state, and
local laws,  statutes,  codes,  ordinances,  rules,  and  regulations.  All such
amounts  have been  timely  remitted  to the proper  governmental  authority  as
prescribed  by law. All other Taxes  required to have been withheld or collected
by the Company  have been duly  withheld and  collected  and have been duly paid
over to the proper  governmental  authority,  or, with  respect to Taxes not yet
required to be paid,  adequately reserved for on the Closing Date Balance Sheet,
all as and to the extent  prescribed by law. All Taxes due from the Company with
respect to employee income tax withholding, social security taxes, unemployment,
and any  similar  Taxes for all periods  ending on or prior to the Closing  Date
have been either paid in full on or prior to the Closing  Date or, with  respect
to Taxes not yet required to be paid, accrued as a liability on the Closing Date
Balance  Sheet.  The accrued  sales taxes  included in the Closing  Date Balance
Sheet  shall not exceed  the sum of any  uncollected  sales  taxes  included  in
uncollected accounts receivable as of the Closing Date Balance Sheet.

(h)      The Company is not subject to an agreement or consent under
         Section 341(f) of the Code.

(i) The Company will not be required to include any adjustment in taxable income
for any period  ending after the Closing under Section 481 of the Code (or under
any  similar  provision  of the Tax laws of any  jurisdiction)  as a result of a
change in the method of accounting  for a period ending on or before the Closing
or  pursuant  to an  agreement  with a Tax  authority  with  regard  to the  Tax
liability of the Company for any period ending on or before the Closing.

(j)      None of the Company's property is "tax exempt use property" within the
         meaning of Section 168(h) of the Code.

(k)      None of the  assets  owned by the  Company is  required  to be treated
         as owned by any other  person for  federal  income tax
purposes.

(l) The  Company  is not a party  to any  joint  venture,  partnership  or other
arrangement  or contract  which could be properly  treated as a partnership  for
federal income tax purposes.

(m) The Company has not entered into any  sale-leaseback  or any leveraged lease
transaction that fails to satisfy the requirements of Revenue Procedure 75-21.

(n) Mestek has filed a  consolidated  federal income tax return with the Company
for the taxable  year  immediately  preceding  the current  taxable  year and is
eligible  to make an  election  under  Section  338(h)(10)  of the Code (and any
comparable election under state or local law) (a "Section 338(h)(10)  Election")
with  respect  to the  Company  and the  purchase  and sale of the  stock of the
Company hereunder.

3.17     LABOR relations; Employee Benefits

(a) The names and titles of all  employees of the Company,  together  with their
rate of  compensation,  and length of service are listed on Schedule  3.17.  All
employees  and  contractors  of the Company  have  performed  services for their
compensation paid by the Company.

         (b) The  Company is in material  compliance  with all  applicable  laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment and wages and hours the noncompliance with which is reasonably likely
to have an  Material  Adverse  Effect,  and is not  engaged in any unfair  labor
practice.

         (c) Except as set forth on Schedule  3.17, the Company has not received
any  Citations  and  Notifications  of  Penalty  with  respect  to  findings  of
violations  under  OSHA  which  have  not been  closed  by  payment  of fines or
administrative action.

         (d) The Company has no collective  bargaining agreement covering any of
its employees.  There is no current union representation or, to the Knowledge of
Mestek,  request for union representation of the employees of the Company. There
are no unfair labor practice  complaints pending or, to the Knowledge of Mestek,
Threatened against the Company.

(e) Each Plan is listed on Schedule 3.17, and Mestek has furnished to Buyer true
and complete copies of each such Plan or a written  description of Plan benefits
if there is no  written  Plan  document.  The Plans  have been  administered  in
material  compliance  with their terms and with the applicable  requirements  of
ERISA and the Code.  With respect to each Plan,  neither the Company nor, to the
Knowledge of Mestek,  any of its employees or directors,  nor any plan fiduciary
of any of the Plans,  has engaged in any  transaction  in  violation  of Section
406(a) or (b) of ERISA or any  "prohibited  transaction"  (as defined in Section
4975(c)(1) of the Code) for which no exemption  exists under Section  4975(d) of
the Code, and no "reportable event" (as defined in Section 4043 of ERISA and the
regulations  promulgated  thereunder),  other  than such as may arise out of the
consummation of the transactions contemplated by this Agreement, has occurred in
connection with any Plan.

(f) None of the Plans  applicable to the Company is a multiemployer  plan within
the meaning of Section  3(37) of ERISA,  and the Company has not  maintained  or
sponsored,  has not been  required  to  contribute  to,  has not  terminated  or
withdrawn from (either completely or partially), and no withdrawal liability (as
defined in Section 4201, 4063 or 4064 of ERISA) has been incurred by the Company
with respect to, any defined benefit plan or multiemployer  plan, whether or not
maintained  by the  Company.  None of the Plans is an Employee  Pension  Benefit
Plan.

(g) None of the  Plans  which  is an  Employee  Welfare  Benefit  Plan  provides
benefits to retirees or other former  employees of the  Company,  regardless  of
whether such  benefits  are vested,  except to the extent  required  under ERISA
Section 601 et seq. and Code Section  49808,  and the Company has not terminated
any Employee Welfare Benefit Plan providing  benefits to retirees.  All premiums
or other  payments  required to be paid for all periods  ending on or before the
Closing  Date will have been paid on or before the Closing  Date with respect to
each such Plan which is an Employee Welfare Benefit Plan.

(h) Other  than  routine  claims for  benefits  made in the  Ordinary  Course of
Business,  there  are no  pending  claims,  investigations  or  causes of action
("Claims") and to the Knowledge of Mestek, no such Claims are Threatened against
any  Plan or  fiduciary  of any such  Plan by any  participant,  beneficiary  or
governmental  agency with respect to the  qualification or administration of any
such Plan. The Company has complied in all material respects with the applicable
notification  and other  applicable  requirements  of the  Consolidated  Omnibus
Budget   Reconciliation   Act  of  1985,   Health   Insurance   Portability  and
Accountability  Act of 1996, the Newborns' and Mothers' Health Protection Act of
1996,  the Mental Health Parity Act of 1996,  and the Women's  Health and Cancer
Rights Act of 1998.

(i) The  Company  has  contributed  or  accrued  on its books the  amount of any
employer matching contributions or employer  discretionary  contributions (in an
amount  determined in accordance  with the Company's past  practices) to any tax
qualified defined  contribution plan maintained or sponsored by the Company,  or
to which the Company has any  obligation to contribute and which in the Ordinary
Course of Business would be contributed  for or attributable to the period prior
to the Closing Date.

3.18     Environmental, Health, and Safety Matters

         (a) For purposes of this Agreement, the capitalized terms defined below
shall have the meanings ascribed to them below.

                  (i)......"Environmental  Law(s)" means all federal,  state or
local law (including common law), statute, ordinance, rule, regulation, code, or
other requirement relating to the environment, natural resources or public or
employee health and safety and includes, but is not limited to the Comprehensive
Environmental Response Compensation and Liability Act ("CERCLA"),  42 U.S.C.ss.
9601 et seq.,  the  Hazardous  Materials  Transportation  Act, 49 U.S.C.ss. 1801
et seq.,  the Resource  Conservation  and Recovery Act

("RCRA"),  42 U.S.C.ss. 6901 et seq.,  the Clean Water Act, 33 U.S.C. Section
ss.1251 et seq.,  the Clean Air Act, 42 U.S.C.ss.7401 et seq.,  the Toxic
Substance Control Act, 15 U.S.C.ss. 2601 et seq., the Oil Pollution Act of 1990,
33 U.S.C.ss. 2701 et seq., and the Occupational Safety and Health Act, 29 U.S.C.
ss. 651 et seq., as such laws have been amended or supplemented, and the
regulations promulgated pursuant thereto, and all analogous state or local
statutes and any applicable transfer statutes.

                  (ii)....."Environmental    Permits"   means   all   approvals,
authorizations,  consents,  permits,  licenses,  registrations  and certificates
required by any applicable Environmental Law.

                  (iii)...."Hazardous  Substance(s)"  means, without limitation,
any  flammable  explosives,   radioactive  materials,   urea  formaldehyde  foam
insulation,   polychlorinated   biphenyls,   petroleum  and  petroleum  products
(including but not limited to waste petroleum and petroleum products),  methane,
hazardous materials, hazardous wastes, pollutants, contaminants and hazardous or
toxic substances,  as defined in or regulated under any applicable Environmental
Law.

                  (iv)....."Release" means any past spilling,  leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping
or disposing of a Hazardous Substance into the environment.

         (b) Except as disclosed in Schedule  3.18, the Company has obtained and
is in material  compliance with all Environmental  Permits that are required for
the lawful  operation of its  business.  The Company (i) is in compliance in all
material respects with all terms and conditions of their  Environmental  Permits
and with any applicable  Environmental  Law, and (ii) have not received  written
notice of any material  violation by or material claim against the Company under
any Environmental Law.

         (c) Except as disclosed  in Schedule  3.18 there have been no Releases,
or threatened  Releases,  of any Hazardous Substances into, on or under the Real
Property.

         (d) Except as  disclosed in Schedule  3.18 hereof,  the Company has not
been  identified  as a  potentially  responsible  party at any  federal or state
National Priority List ("Superfund") site.
         (e) The Real Property contains no friable and non-encapsulated asbestos
or asbestos related materials and contains no Underground Storage Tanks (as that
term is defined in the Environmental Laws).

3.19     Brokers or Finders

         Except as set forth in  Schedule  3.19,  neither  Mestek nor any of its
Representatives  has incurred any  Liability  for  brokerage or finders' fees or
agents' commissions or other similar payment in connection with the Contemplated
Transactions.

3.20     CUSTOMERS

         (a) Attached  hereto as Schedule 3.20 is a true and correct list of the
top ten (10)  customers (by dollar  amount) of the Company for the calendar year
ended December 31, 1999 and the six (6) months ended June 30, 2000 and the total
dollar amounts billed to such  customers.  Except as set forth on Schedule 3.20,
the Company has no reason to believe  that the volume of business  done with any
such customer should  decrease  materially from the levels set forth on Schedule
3.20 in the twelve months following Closing other than in the Ordinary Course of
Business;  however,  the customers of the Company typically vary materially from
year to year.

         (b) All sale orders and other commitments for sales made by the Company
with its  customers  have been made in the  Ordinary  Course  of  Business.  The
Company does not have any  obligation to accept returns of products in excess of
the  reserve for  returns  set forth in the June 30,  2000  Unaudited  Financial
Statements.

         (c) Each product manufactured, sold, leased or delivered by the Company
has been in  conformity  with all  applicable  contractual  commitments  and all
material  express and  implied  warranties,  and the  Company  does not have any
material  liability (and to the Knowledge of Mestek there is no reasonable basis
for any present or future claim, action, proceeding or investigation giving rise
to a material  liability) for  replacement or repair thereof of other damages in
connection  therewith (not covered by  insurance),  subject only to the reserves
set forth on the June 30, 2000 Unaudited Financial Statements.

3.21     SUPPLIERS

         (a) Attached  hereto as Schedule 3.21 is a true and correct list of the
top ten (10)  suppliers of the Company (by dollar  amount) for the calendar year
ended December 31, 1999 and the six (6) months ended June 30, 2000 and the total
dollar amounts paid to such suppliers.

         (b) All purchase orders and other commitments for purchases made by the
Company with its suppliers have been in the Ordinary Course of Business,  and no
payments  have been  made to any  supplier  or its  representatives  other  than
payments to such  suppliers  for the  invoiced  price of products  and  services
purchased in the Ordinary Course of Business.

3.22     INVENTORY

         Except as set forth on  Schedule  3.22,  all  inventory  of the Company
consists substantially of a quality, quantity, and condition usable, salable, or
leasable  in the  Ordinary  Course of the  Business of the  Company,  subject to
inventory reserves consistent with those contained in the Financial  Statements.
All such  inventory has been valued on the Financial  Statements at the lower of
its cost or net realizable value, and, except as set forth on Schedule 3.22, all
such inventory is located at the Company's facility in Pelham, New Hampshire.

3.23     PRODUCT LIABILITY AND RECALLS

(a) There is no claim, action, suit, inquiry, proceeding or investigation in any
case by or before any court or governmental body pending or, to the Knowledge of
Mestek,  Threatened,  against or involving  the Company  relating to any product
alleged to have been  manufactured  or sold by the  Company  and alleged to have
been defective or not manufactured in accordance with applicable specifications.

(b)      There is no pending, or to the Knowledge of Mestek, Threatened recall
         or investigation of any product sold by the Company.

3.24     INSURANCE

         Schedule 3.24 sets forth a complete and correct list and description of
the policies of  insurance in effect on the date hereof  covering the assets and
operations of the Company.  All such policies are with insurance carriers with a
commercial  rating from Best of at least A. Since  January 5, 1996,  the Company
has not been denied insurance or suffered the cancellation of any insurance.

3.25     BANK ACCOUNTS; SAFE DEPOSIT BOXES; TAX IDENTIFICATION NUMBER

         Schedule  3.25  attached  hereto  and made a part  hereof  sets forth a
complete  and  correct  list of each  account  with  any  bank,  trust  company,
securities broker or other financial  institution with which the Company has any
account and all safe deposit boxes  maintained by the Company,  the  identifying
numbers or  symbols  thereof,  and the name of each  person  authorized  to draw
thereon or to have access  thereto.  The  Company's  Federal Tax  Identification
Number is 04-3293662.

3.26     GUARANTIES

         The  Company  is  not a  guarantor  for  any  liability  or  obligation
(including indebtedness) of any third party.



ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER
         The Buyer  represents and warrants to Mestek as follows that, as of the
date hereof and on the Closing Date:

4.1      Organization

         The Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Delaware.

4.2      Enforceability; No Conflict

(a) The Buyer has the absolute and unrestricted  right,  power, and authority to
execute and deliver this  Agreement  and to perform its  obligations  under this
Agreement, which actions have been duly authorized and approved by all necessary
corporate  actions of the Buyer.  Assuming  due  authorization,  execution,  and
delivery of this  Agreement by Mestek,  this  Agreement  constitutes  the legal,
valid,  and binding  obligation of the Buyer,  enforceable  against the Buyer in
accordance with its terms,  except as the enforceability  thereof may be limited
by bankruptcy,  insolvency,  reorganization,  moratorium,  or other similar laws
relating to or affecting  the rights of creditors  generally and except that the
remedy  of  specific  performance  and  injunctive  relief  and  other  forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
the court before which any proceeding therefor may be brought.

(b)  Other  than any  filing  required  under  the  Hart-Scott-Rodino  Antitrust
Improvements  Act of 1976, the Buyer is not and will not be required to give any
notice to any  Person or obtain  any  Governmental  Authorization  or Consent in
connection with the execution and delivery of this Agreement by the Buyer or the
consummation   or  performance   by  the  Buyer  of  any  of  the   Contemplated
Transactions.

(c) Neither the  execution  nor the delivery of this  Agreement by the Buyer nor
the consummation or performance of any of the  Contemplated  Transactions by the
Buyer will  directly or  indirectly  (with or without  notice or lapse of time),
Contravene  any Contract to which the Buyer is a party or by which the Buyer may
be bound,  Governmental  Authorization,  Legal  Requirement,  Order to which the
Buyer may be subject, any provision of the Buyer's Organizational  Documents, or
any  resolution  adopted by the board of  directors or the  stockholders  of the
Buyer.

4.3      Brokers or Finders

         Neither  the Buyer nor any of its  Representatives  have  incurred  any
Liability for brokerage or finders' fees or agents' commissions or other similar
payment in connection with the Contemplated Transactions.

4.4      FINANCING

         Buyer has provided  Mestek with a true,  accurate and complete  copy of
the proposal  letter dated August 28, 2000 (the "Proposal  Letter") which is the
only  third-party  document  of Buyer  related to the source of funds  currently
contemplated  to be used by Buyer to pay at least  ninety-five  percent (95%) of
the Purchase Price.



ARTICLE 5
                                    COVENANTS
         Mestek and Buyer  covenant  and agree  that,  pending  the  Closing and
except as otherwise agreed to herein or otherwise in writing:

5.1      update schedules

         Mestek and Buyer shall promptly  disclose to each other any information
contained in their  respective  representations,  warranties or Schedules hereto
which,  because of an event occurring after the date hereof, is incomplete or is
no longer correct as of all times after the date hereof until the Closing Date.

5.2      CONDITIONS TO CLOSING

         Mestek  and Buyer  shall  cooperate  with each other and use their Best
Efforts  to cause  the  conditions  to  Closing  contained  in  Article  6 to be
satisfied,  including  the  curing of the  failure  of any such  condition,  and
neither  will  take  any  action  that  causes  any  of its  representations  or
warranties to become untrue or inaccurate in any material  respect,  except that
Mestek may take or cause the Company to take such action if it is required to do
so by Legal Requirement.

5.3      REGULATORY CONSENTS

         Mestek and Buyer,  promptly after  execution of this  Agreement,  shall
file  with the  applicable  Governmental  Body all  requisite  applications  for
consent to the  Contemplated  Transactions.  Mestek and Buyer shall promptly and
diligently  prosecute all necessary  amendments  to such  applications,  briefs,
pleadings,  documents,  and supporting data, and take all such actions as may be
required or requested by any  Governmental  Body, or as may be appropriate in an
effort to expedite the grant of such consent.

5.4      HSR FILING

         Mestek and Buyer shall cooperate with one another in:

(a)      determining  whether  any filing of  Notification  and Report  Forms
         under the  Hart-Scott-Rodino  Act ("HSR") is required in connection
         with the consummation of the Contemplated Transactions, and

(b)  preparing  and making such filing and  furnishing  information  required in
connection  therewith.  If such a  filing  is  required,  each  Party  shall  be
responsible  for  preparing  and making its own  required  filing and each Party
shall pay its own filing  fees,  cost and  expenses  associated  with making any
filing.

5.5      ACCESS

         Mestek  will,  and will cause the Company to,  during  normal  business
hours,  afford  Buyer  and  its  Representatives  and  Buyer's  Lender  and  its
Representatives  such access to the Company's personnel,  properties,  books and
records, and other documents and data as Buyer may reasonably request in writing
a reasonable period in advance of the time for which such access is requested.

5.6      CONDUCT OF BUSINESS

         Mestek  will  cause the  Company to conduct  its  business  only in the
Ordinary Course of Business,  and, will not, except with Buyer's written consent
(unless required to do so by Legal Requirement):

(i)  incur  or  permit  to be  incurred  any  obligation  or  other  liabilities
(exclusive  of health  and  property  insurance  premiums)  in excess of $50,000
except for inventory purchases in the Ordinary Course of Business;

(ii)  increase  the  compensation  payable  or to become  payable  to any of the
employees  of the  Company,  except  for  increases  in the  Ordinary  Course of
Business,  or  otherwise  enter  into or alter any  employment,  consulting,  or
service agreement with a value in excess of fifty thousand dollars ($50,000);

(iii) commence, enter into, or alter any profit sharing,  deferred compensation,
bonus, stock option, stock purchase,  pension,  retirement, or incentive plan or
any fringe benefit plan for employees of the Company;

(iv)     sever or terminate any employees of the Company except for cause or in
         the Ordinary Course of Business;

(v)      make or commit to any capital  expenditure  in excess of $50,000 or
         make or commit to such expenditures which would, in the aggregate,
         exceed $100,000; or

(vi) make any Tax election,  execute any waiver of restrictions on assessment or
collection  of any Tax,  or settle or  compromise  any tax  liability  which may
reasonably  be  expected  to have an  adverse  effect  on Buyer  or the  Company
following  Closing  in which  case  Buyer  will not  unreasonably  withhold  its
consent.

5.7      CHANGES TO CAPITAL STOCK.

         No  issuance,   sale,   pledge,   disposition  or  encumbrance  of,  or
authorization of the issuance, sale, pledge,  disposition or encumbrance of, any
shares of capital  stock of any class,  or any  options,  warrants,  convertible
securities  or other  rights of any kind to acquire any shares of capital  stock
of, or any other  ownership  interest in the Company  will be made,  except that
Mestek may purchase the stock in the Company held by Wayne  Frerichs.  If Mestek
does so purchase the stock in the Company held by Wayne  Frerichs,  it will sell
that stock to Buyer pursuant to this Agreement.

5.8      DIVIDENDS.

         No dividends or other  distributions or payments will be declared,  set
aside,  made or paid in respect of the  capital  stock of the  Company.  For the
avoidance  of doubt,  the Company may repay monies owed to members of the Mestek
Affiliated Group.

5.9      TAX MATTERS.

         (a) Mestek shall  indemnify and hold harmless Buyer and the Company (i)
for any and all Taxes of the Company with respect to all taxable  periods of the
Company  ending on or prior to the Closing  Date,  (ii) all Taxes  allocated  to
Mestek  pursuant to Section  5.9(b)  hereof,  (iii) the Taxes and other  amounts
described in Section 8.9.(a) as being the obligation of Mestek, (iv) for any and
all Taxes  imposed on the  Company as a result of being  included  in the Mestek
Affiliated  Group,  other than as a result of the  Company's  income and (v) any
losses,  damages,  assessments,  settlements,  judgments or reasonable costs and
expenses, arising out of or incident to the imposition,  assessment or assertion
of any such  Taxes  described  in  clauses  (i),  (ii),  (iii)  and (iv)  above,
including  those  incurred in  connection  with the  assertion or defense of any
claim  or  assessment  for  such  Taxes  and  penalties  and  interest   thereon
(collectively, "Other Amounts").

         (b) It is understood that any taxable income or gain resulting from any
cancellation of Debt and trade payables provided for in this Agreement,  if any,
shall be included in the taxable  period  ending on or prior to the Closing Date
and any Taxes thereon shall be Mestek's responsibility.  If, with respect to any
Tax, the taxable  period of the Company does not  terminate on the Closing Date,
the Tax (whether based on income,  capital,  ownership of property or otherwise)
attributable to the taxable period of the Company that includes the Closing Date
shall be allocated to (i) Mestek for the period up to and  including the Closing
Date;  and (ii) the Buyer for the period  subsequent  to the Closing  Date.  For
purposes of this  section,  Taxes for the period up to and including the Closing
Date  shall be  determined  on the  basis of a  closing  of the  books as of the
Closing Date,  except that any Tax imposed annually based on ownership of assets
on a particular  date, or any similar tax, shall be prorated to the period prior
to and including the Closing Date and the period thereafter.

         (c) Mestek shall prepare or cause to be prepared in a manner consistent
with past practice, and timely file or cause to be timely filed, all Tax Returns
of the Company  with  respect to periods  ending on or before or  including  the
Closing Date. In the case of Tax Returns of the Company for periods beginning on
or before and ending after the Closing  Date, or any other Tax Returns which are
required  to be signed  after the  Closing  Date by an officer of the Company or
which are required to be signed by the Buyer, such Tax Returns shall be provided
to the Buyer,  at least twenty (20) days before such Tax Returns are required to
be filed,  together with all  workpapers  utilized in allocating  Taxes reported
thereon  between the period up to and  including the Closing Date and the period
subsequent to the Closing Date.

         (d) Any and all Tax sharing  agreements  or practices  among or between
the Company on the one hand and the Mestek or any other Person on the other hand
shall be terminated at or prior to the Closing Date.

         (e) All  powers of  attorney  authorizing  any party to  represent  the
Company with respect to Taxes shall be terminated on or before the Closing Date.

         (f)  Except  as  otherwise  expressly  permitted  by the  terms of this
Agreement,  the  Company  shall not,  without the prior  written  consent of the
Buyer,  make any election  regarding  Taxes that  applies to or affects  periods
after the Closing  Date,  execute any waiver of  restrictions  on  assessment or
collection  of any Tax,  or settle or  compromise  any claim  regarding  any Tax
liability that applies to or affect periods after the Closing Date.

5.10     FINANCING

         Buyer shall use its Best  Efforts to obtain a fully  executed  (by both
Lender and Buyer)  commitment  letter and financing in accordance with the terms
and conditions of the Proposal  Letter,  including but not limited to satisfying
all terms and conditions specified therein.  Buyer shall promptly provide a copy
of the fully executed  commitment letter to Mestek.  Buyer shall promptly notify
Mestek of any change in the  identity of the Lender it intends to use and of any
change in the material facts relevant to its ability to obtain financing.  Buyer
will use its Best Effort to obtain an  extension  of such  Commitment  Letter to
permit  the  curing  of any  failure  to meet the  conditions  to  Closing.  Any
additional  fees required by the lender for this extension  shall be paid 70% by
Mestek and 30% by Buyer.

5.11     MORTGAGES; DEBT

         At or prior  to  Closing,  Mestek  will  cause  all  mortgages,  liens,
pledges,  and security interests on the assets of the Company,  other than those
with respect to operating  leases,  to be released and all of the Company's Debt
to be satisfied.

5.12     WITHDRAWAL

         At or prior to Closing,  Mestek shall use its Best Efforts to cause the
Company  to  withdraw   its   registrations   to  do  business  in  Florida  and
Massachusetts.

5.13     ELIMINATION OF ENCROACHMENT

         In the  event  that  Buyer's  Lender  so  requires  as a  condition  of
providing  financing,  Mestek shall  eliminate the  encroachment  referred to in
Schedule 3.10.

5.14     ASSIGNMENT OF INSURANCE AND DEPOSIT REGARDING FLORIDA PRESS

         At the Closing Date,  Mestek shall assign,  waive and relinquish to and
in favor of the Company any and all of its rights (whether as lender, insured or
otherwise)  under insurance  policy no. 06020540 with Arkwright Mutual Insurance
Company  (now  known as  Factory  Mutual  Insurance  Company)  for that  certain
property loss claim no.  01341-99-28-02  dated June 15, 1999 with regard to that
certain aluminum  extrusion press formerly used by the Company at its now closed
Winter Haven,  Florida  facility,  and shall  transfer to the Company the sum of
$350,000 already received from the insurance company on such claim. By virtue of
the foregoing,  Buyer will make no claim whatsoever with respect to the value of
the press and  related  equipment  on the books and  records of the Company as a
result of the condition of the press giving rise to the Claim.



ARTICLE 6
                              CONDITIONS TO CLOSING
6.1      conditions precedent to buyer's obligations

         (a)  Buyer  shall  not  be  required  to  proceed  to  Closing  of  the
Contemplated  Transactions unless the following  conditions precedent shall have
been fulfilled and satisfied, or waived in writing by Buyer:

(i) Mestek and Buyer shall have received all consents of any  Governmental  Body
or  any  other  Person  necessary  to  permit  the  Parties  to  consummate  the
Contemplated Transactions and such consents shall be in full force and effect.

(ii) No temporary  restraining  order,  preliminary  or permanent  injunction or
other order shall have been issued by any court of competent  jurisdiction  that
prohibits the consummation of the Contemplated Transactions.

(iii) Any  applicable  waiting  period  under HSR  relating to the  Contemplated
Transactions  shall have expired or early  termination  thereof  shall have been
granted.

(iv) There shall have been no Material Adverse Change or Material Adverse Effect
since the date hereof with respect to the Company.

(v) Mestek shall have fully performed in all material  respects all obligations,
agreements,  conditions  and  commitments  required  to be  fulfilled  by Mestek
pursuant to the terms  hereof on or prior to the Closing  Date and Mestek  shall
have  tendered  to the Buyer the Shares  and other  documents,  instruments  and
certificates required by Article 2 hereof.

(vi)  Mestek  shall  have  delivered  to Buyer,  not more than 35 days after the
Effective Date, the Audited Financial  Statements  together with the unqualified
opinion of Grant Thornton LLP with respect to the Audited Financial Statements.

(vii) The 1999 Audited  Financial  Statements shall not be materially  adversely
different  (taken as a whole) from the Unaudited  Financial  Statements  for the
same period.

(viii) There shall have been a cancellation  all Debt as of the Closing Date and
release of all mortgages,  liens,  pledges, and security interests,  except with
respect to operating leases.

(ix) All  representations  and warranties of Mestek  contained in this Agreement
shall be true and correct in all material respects as of the Closing Date.

(b) In the event the Buyer  shall seek not to  proceed  to Closing  wholly or in
part on the basis of  noncompliance  with this Section 6.1, the Buyer shall give
Mestek notice of such  noncompliance and opportunity to cure such  noncompliance
(if such  noncompliance  is  susceptible of being cured by Mestek) within thirty
(30) days of such  notice,  provided  that if Buyer's  Lender  does not agree to
extend its Commitment Letter for such period,  Buyer shall be entitled to return
of the Initial Deposit and Mestek shall have no further liability as a result of
Mestek's failure to satisfy such condition.

6.2      conditions precedent to MESTEK's obligations

         (a)  Mestek  shall  not  be  required  to  proceed  to  Closing  of the
Contemplated  Transactions unless the following  conditions precedent shall have
been fulfilled and satisfied, or waived in writing by Mestek:

(i) Mestek and Buyer shall have received all consents of any  Governmental  Body
necessary to permit the Parties to consummate the Contemplated Transactions.

(ii) No temporary  restraining  order,  preliminary  or permanent  injunction or
other order shall have been issued by any court of competent  jurisdiction  that
prohibits the consummation of the Contemplated Transactions.

(iii) Any  applicable  waiting  period  under HSR  relating to the  Contemplated
Transactions  shall have expired or early  termination  thereof  shall have been
granted.

(iv)  The  Buyer  shall  have  fully  performed  in all  material  respects  all
obligations,  agreements, conditions and commitments required to be fulfilled by
the Buyer  pursuant to the terms  hereof on or prior to the Closing Date and the
Buyer shall have tendered to Mestek the documents,  instruments and certificates
required by Article 2 hereof.

         (b) In the event Mestek shall seek not to proceed to Closing  wholly or
in part on the basis of  noncompliance  with this Section 6.2, Mestek shall give
Buyer notice of such  noncompliance  and opportunity to cure such  noncompliance
(if such  noncompliance  is  susceptible  of being cured by Buyer) within thirty
(30) days of such notice.



<PAGE>




ARTICLE 7
               INDEMNIFICATION; SURVIVAL; LIMITATION OF LIABILITY

7.1      INDEMNIFICATION BY MESTEK.

         Subject  to the limits set forth in this  Article 7,  Mestek  agrees to
indemnify,  defend and hold  harmless  the Buyer and its  affiliates,  officers,
directors, employees, agents, successors and assigns (the Buyer and such persons
are collectively  hereinafter referred to as the "Buyer's Indemnified Persons"),
from and against any and all loss,  liability,  damage or deficiency  (including
interest,  penalties,  costs of preparation  and  investigation,  and reasonable
attorneys'  and expert witness fees)  (collectively,  "Losses") that the Buyer's
Indemnified Persons may suffer,  sustain, incur or become subject to arising out
of or due to: (a) any breach of any representation or warranty of Mestek in this
Agreement,  any schedule,  or any certificate delivered pursuant hereto; (b) the
breach of any  covenant,  undertaking,  agreement or other  obligation of Mestek
under this Agreement, any schedule, or any certificate delivered pursuant hereto
not  otherwise  waived  in  writing  by  the  Buyer;  (c)  the  Company  or  its
predecessor's  ownership,  tenancy or occupancy of, or operation of any business
from, any real property other than the Company's current facility in Pelham, New
Hampshire,  including,  without limitation, any claim related to the presence of
any and all  environmental  conditions,  environmental  liabilities or Hazardous
Substances at, in, by, from, or related to any such facilities,  or the Release,
recycling,  reclamation,  incineration,  or the arrangement of transportation or
disposal by the Company of any Hazardous Substances that occurs on or before the
Closing Date; (d) litigation against the Company existing on, or relating to the
conduct of the  business of the Company  prior to, the Closing  Date (except for
litigation relating to products  manufactured,  sold, leased or delivered within
the sixty (60) day period  preceding the Closing Date);  and (e) any OSHA claims
existing at or prior to Closing,  provided  that if not  installed  prior to the
Closing,  Buyer causes the Company to install the dust collector being purchased
by the Company to complete the abatement process.

7.2      INDEMNIFICATION BY THE BUYER.

         Subject to the limits set forth in this  Article 7, the Buyer agrees to
indemnify,  defend and hold Mestek and its  successors  and assigns  (Mestek and
such  persons  are  hereinafter   collectively  referred  to  as  the  "Mestek's
Indemnified  Persons"),  harmless  from  and  against  any and all  Losses  that
Mestek's  Indemnified  Persons may suffer,  sustain,  incur or become subject to
arising  out of or due to: (a) any breach of any  representation  or warranty of
the Buyers in this Agreement, any schedule or exhibit hereto, or any certificate
delivered  pursuant  hereto;  (b)  the  breach  of  any  covenant,  undertaking,
agreement or other  obligation of the Buyers under this Agreement,  any schedule
or exhibit  hereto,  or any  certificate  or other document  delivered  pursuant
hereto not otherwise waived in writing by Mestek; or (c) any litigation relating
principally  to the conduct of the  business  of the  Company  after the Closing
Date.

7.3      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE.

         The  representations  and  warranties of the parties  contained in this
Agreement  shall  survive  the Closing  Date and shall  remain in full force and
effect thereafter until December 31, 2001 (except that the  representations  and
warranties  contained in Sections  3.3,  3.4, and 3.16 shall  survive  until the
expiration of the applicable statutes of limitations and the representations and
warranties contained in Section 3.18 shall survive until December 31, 2003), and
shall be  effective  with respect to any breach  thereof,  notice of which shall
have been duly given within such periods in accordance  with Section 7.4 hereof,
after which  periods they shall  terminate and be of no further force or effect.
Anything to the contrary  contained herein  notwithstanding,  Buyer shall not be
entitled to any  recovery  from Mestek for the breach of any  representation  or
warranty or any covenant contained in Sections 5.1 through 5.5, until the amount
of damages suffered by Buyer, or to which Buyer becomes subject, calculated on a
cumulative  basis and not a per item basis (the "Basket  Amount"),  shall exceed
$375,000,  at which  time all  claims  in  excess of the  Basket  Amount  may be
claimed, but in no event shall Mestek be liable to Buyer, in an aggregate amount
in excess of $20,000,000 (the "Cap Amount") for such claims. Notwithstanding the
foregoing,  the Basket Amount for claims under Sections 5.9 and 8.9 shall be ten
thousand dollars ($10,000).  For purposes of determining whether a Basket Amount
has  been met and for  calculating  Buyer's  damages,  the  representations  and
warranties  of Mestek shall be  interpreted  as if the word  "material"  was not
included.  The Basket  Amount and Cap Amount shall not be  applicable  to claims
arising from any willful misconduct or fraud by Mestek.

7.4      NOTICE AND OPPORTUNITY TO DEFEND.

         If there occurs an event which either party asserts is an indemnifiable
event pursuant to Sections 7.1 or 7.2 hereof, the party seeking  indemnification
(the "Indemnitee")  shall notify the party obligated to provide  indemnification
(the  "Indemnitor")  promptly.  If such event involves (a) any claim, or (b) the
commencement of any action or proceeding by a third person, the Indemnitee shall
give the  Indemnitor  written notice of such claim or the  commencement  of such
action or proceeding.  Delay or failure to so notify the  Indemnitor  shall only
relieve the Indemnitor of its  obligations to the extent,  if at all, that it is
prejudiced  by reasons of such delay or  failure.  The  Indemnitor  shall have a
period of 30 days within which to respond  thereto.  If the  Indemnitor  accepts
responsibility,  then the Indemnitor shall be obligated to compromise or defend,
at its own  expense  and by  counsel  chosen by the  Indemnitor  and  reasonably
satisfactory to the Indemnitee,  such matter,  and the Indemnitor  shall provide
the  Indemnitee  with  such  assurances  as may be  reasonably  required  by the
Indemnitee to assure that the Indemnitor  will assume and be responsible for the
entire liability at issue,  subject to the limitations set forth in this Article
7. If the  Indemnitor  does not respond  within  such  30-day  period or rejects
responsibility for such matter in whole or in part, the Indemnitee shall be free
to pursue,  without prejudice to any of its rights  hereunder,  such remedies as
may be available to the Indemnitee under  applicable law. The Indemnitee  agrees
to cooperate  fully with the Indemnitor  and its counsel in the defense  against
any such asserted  liability.  In any event, the Indemnitee shall have the right
to participate at its own expense in the defense of such asserted liability. Any
compromise of such asserted  liability by the Indemnitor shall require the prior
written consent of the Indemnitee (such consent not to be unreasonably  withheld
or delayed),  and until such consent is obtained the  Indemnitor  shall continue
the defense of such asserted liability.  If, however, the Indemnitee refuses its
consent to a bona fide offer of settlement  which  involves the payment of money
only which the  Indemnitor  wishes to accept,  the  Indemnitee  may  continue to
pursue such matter,  free of any  participation  by the Indemnitor,  at the sole
expense of the  Indemnitee.  In such event,  the obligation of the Indemnitor to
the  Indemnitee  shall be equal to the  lesser of (i) the amount of the offer of
settlement  which  the  Indemnitee  refused  to  accept,  and  (ii)  the  actual
out-of-pocket  amount  the  Indemnitee  is  obligated  to pay as a result of the
Indemnitee's  continuing to pursue such matter. The Indemnitor shall be entitled
to  recover  from  the  Indemnitee  any  additional  expenses  incurred  by  the
Indemnitor as a result of the decision of the Indemnitee to pursue such matter.


                                    ARTICLE 8
                        further covenants of the parties
8.1      EMPLOYEES

(a) Other than those  employees  of the  Company  terminated  for a "cause"  (as
defined below) or who voluntarily resign, Buyer shall continue the employment of
all  employees  of the Company  effective as of the Closing  (including  without
limitation  employees  on  approved  leave of absence or  short-term  disability
leave) (the  "Business  Employees") at  compensation  levels and under terms and
conditions  that are  comparable  to their  compensation  levels  and  terms and
conditions  of  employment  immediately  prior to the  Closing  Date  and  shall
continue the  employment of all Business  Employees for at least four weeks from
the Closing Date. For purposes of the preceding sentence, "cause" shall mean any
conduct which  disqualifies  such person from receiving  unemployment  benefits.
Business  Employees who choose to continue their employment with the Company are
referred to herein as "Transferred Employees". It is understood that Buyer shall
have no obligation to continue the  employment of any  Transferred  Employee for
any definite period beyond four weeks from Closing except to the extent provided
in an  employment  agreement  (all of which  Mestek  has set  forth on  Schedule
8.1(a)) between such Transferred Employee and the Company.  Except to the extent
prohibited  by applicable  law,  Buyer shall cause  Transferred  Employees to be
credited  with  their  years  of  service  with  the  Company  for  purposes  of
eligibility  and vesting  under any  employee  benefit or fringe  benefit  plan,
program or arrangement maintained or contributed to by Buyer (including, but not
limited to, pension or retirement benefits, vacation, profit sharing, 401(k), or
other  benefits),  and for purposes of determining  the amount of benefits under
any sick leave,  vacation or severance plan, program or arrangement.  Buyer will
cover  Transferred  Employees as of the Closing under a group health plan to the
same extent and at  comparable  premiums as provided by the Company  immediately
prior to the Closing and will waive any waiting period and preexisting condition
limitations  applicable to Transferred Employees under such group health plan to
the extent that a Transferred  Employee's condition would not have operated as a
preexisting  condition  limitation  under any applicable group health plan of or
sponsored by the Company  prior to the  Closing,  and Buyer will take all action
necessary  to ensure that  Transferred  Employees  are given full credit for all
co-payments  and  deductibles  incurred under any group health Plan for the plan
year that includes the Closing Date.

(b)  Effective  as of the  Closing  Date,  Mestek  agrees that it will cause the
account  balance,  if any, of each  Business  Employee  under the  Mestek,  Inc.
Savings & Retirement  Plan (the "Mestek 401(k) Plan") to be fully vested.  Buyer
agrees to cause the  Transferred  Employees to be eligible to  participate as of
the Closing Date under a qualified  defined  contribution  plan that  includes a
qualified  cash or  deferred  arrangement  that is  maintained  by  Buyer or its
Affiliated Group ("Buyer's 401(k) Plan").  Buyer further agrees to cause Buyer's
401(k) Plan to accept a direct rollover of the vested account balances under the
Mestek 401(k) Plan, if any, of the Transferred  Employees,  including promissory
notes  evidencing  participant  loans that may be held as assets of such account
balances,  and to cause the  trustee  of the  Buyer's  401(k)  Plan to accept an
assignment  of such  promissory  notes,  provided  that  no  employee  shall  be
permitted to have more than one such loan  outstanding.  As of the Closing Date,
the Company shall cease to be an adopting employer under the Mestek 401(k) Plan.
Mestek,  the Company and Buyer agree to take all action  necessary  to terminate
the  participation  of the  Company in the Mestek  401(k) Plan as of the Closing
Date. Mestek will be responsible for any contributions required to be made under
the Mestek  401(k) plan for all  eligible  employees  for the  periods  prior to
Closing.

(c)  Buyer  agrees  to  cause  the  Transferred  Employees  to  be  eligible  to
participate  as of the Closing  Date under a cafeteria  plan  described  in Code
Section 125 that is maintained by Buyer or its Affiliated Group.

         (d) To the extent not in the Company's  possession  or control,  Mestek
shall cause Union Savings Bank Account number 690022601 related to the Company's
medical benefit plan for salaried  employees to be transferred to the possession
or control of the Company.

8.2      Expenses

         Except as otherwise  expressly  provided in this Agreement,  each Party
will bear its respective  expenses  incurred in connection with the preparation,
execution, and performance of this Agreement and the Contemplated  Transactions,
including all fees and expenses of its Representatives.

8.3      Public Announcements

         Until consummation of the Closing,  any public  announcement or similar
publicity with respect to this Agreement or the Contemplated  Transactions  will
be issued,  (i) in the form attached  hereto as Schedule 8.3, if any, or (ii) at
such  time  and in such  manner  as  Mestek  and the  Buyer  otherwise  mutually
determine.  Until consummation of the Closing, Mestek and the Buyer will not and
will not permit the  Company to make any  disclosure  of the  Purchase  Price or
other terms of the  Contemplated  Transactions  to any  Person,  except with the
prior written consent of the other Parties or as required by Legal Requirements.
Until the  consummation  of the Closing,  Mestek and the Buyer will consult with
each other  concerning  the means by which the Company's  employees,  customers,
suppliers  and others  having  dealings with the Company will be informed of the
Contemplated  Transactions,  and  Mestek and the Buyer will have the right to be
present for any such  communication.  Nothing  contained  herein shall  prohibit
either party from  disclosing  the terms and conditions of this Agreement to the
extent required by Legal Requirement or stock exchange or NASDAQ rules.

8.4      Further Assurances

         The  Parties  agree (a) to  furnish  upon  request  to each  other such
further  information,  (b) to  execute  and  deliver  to each  other  such other
documents, (c) to provide access to personnel, books, and records, and (d) to do
such other acts and things, as the other Parties may reasonably  request for the
purpose  of  carrying  out the  intent of this  Agreement  and the  Contemplated
Transactions.

8.5      NONCOMPETITION

         (a) Covenant. ........Mestek agrees that for a period of four years and
six  months  (4.5  years)  from  the  Closing  Date,  neither  it nor any of its
Affiliates shall do any of the following:

(i)      without the prior written consent of the Buyer, engage in, directly or
indirectly,  as an owner,  partner, or consultant,  any Competing Business
(as defined below);

(ii) employ any employee of the Company,  or any person who was such an employee
at any time during the preceding one (1) year, other than persons  terminated by
the Company or persons not employed by the Company as of the Closing  Date,  nor
directly  seek to  persuade  any such  employee  or  former  employee  to become
employed by any Competing Business.

(b)  Definition  of  "Competing  Business".  For  purposes of this  Section 8.5,
"Competing  Business"  shall  refer  to the  manufacture  and  sale of  aluminum
extrusions  and aluminum heat sinks.  Nothing  contained  herein shall  prohibit
Mestek from  selling  HVAC  products and metal  forming  machinery  that utilize
aluminum  extrusions  or aluminum heat sinks as parts or components of such HVAC
products or metal forming machinery.

(c)  Definition of  "Affiliate".  For purposes of this Section 8.5,  "Affiliate"
shall mean any person who controls, is controlled by, or is under common control
with Mestek.

(d) Mestek  acknowledges  that its  failure  to comply  with the  provisions  of
Section 8.5(a) will result in irreparable and continuing  damage for which there
will be no adequate remedy at law.


8.6      CONFIDENTIALITY

(a) For the purpose of this Agreement,  confidential or proprietary  information
("Proprietary  Information")  shall mean the information  created,  transferred,
recorded or  employed as part of, or  otherwise  resulting  from the  activities
undertaken pursuant to this Agreement or the Schedules and Exhibits hereto which
constitutes  the  confidential,  proprietary or trade secret  information of the
disclosing  Party.  Such  information may be of, but not limited to, a business,
organizational,  technical,  financial,  marketing,  operational,  regulatory or
sales nature and shall include, without limitation, any and all source codes and
information relating to services,  methods of operation,  price lists,  customer
lists, technology,  designs,  specifications or other proprietary information of
the business or affairs of a Party, its parent, or its affiliated and subsidiary
companies. Proprietary Information may either be in a written form, with notices
of its proprietary  nature affixed,  or in an oral form,  reduced to writing and
affixed with appropriate  notice of proprietary nature within seven days of oral
presentation,  and  distributed  to both  Parties for the matter of record,  but
indicated as such at the time of presentation in an oral fashion.

(b) The Parties  understand and agree that all Proprietary  Information shall be
treated as  confidential.  The receiving Party shall use the same degree of care
as it uses with regard to its own Proprietary Information to prevent disclosure,
use or publication of the disclosing Party's Proprietary Information.

(c)  Proprietary  Information  of the  originating  Party  shall  be held by the
receiving Party as described in Section 8.6(b) above unless it is or has been:

(i)      obtained legally and freely from a third party without restriction;

(ii)                       independently  developed by the receiving  Party at a
                           prior  time  or in a  separate  and  distinct  manner
                           without benefit of any of the Proprietary Information
                           of the  disclosing  Party,  and  documented  to be as
                           such;

(iii)    made available by the disclosing Party for general release independent
of the receiving Party;

(iv)     made public as required by law, applicable regulations or court
proceedings or stock exchange requirements;

(v)                        within the public domain or later becomes part of the
                           public  domain as a result of acts by  someone  other
                           than the  receiving  Party  and  through  no fault or
                           wrongful act of the receiving Party.

(d) Limited Disclosure:  A receiving Party may disclose Proprietary  Information
of a disclosing  Party to  directors,  officers,  and employees of the receiving
Party or agents of the  receiving  Party  including  their  respective  brokers,
lenders,  insurance  carriers or prospective  purchasers  who have  specifically
agreed in writing  to  nondisclosure  of the terms and  conditions  hereof.  Any
disclosure hereof required by legal process pursuant to Section 8.6(c)(iv) above
shall only be made after  providing the disclosing  Party with notice thereof in
order to permit the disclosing Party to seek an appropriate  protective order or
exemption.  Violation by a Party or its agents of the foregoing provisions shall
entitle the disclosing Party, at its option, to obtain injunctive relief without
a showing of irreparable harm or injury and without bond.

(e)  Nothing   contained   herein  shall  prohibit  Buyer  from  disclosing  any
information  regarding the Company solely,  following Closing.  For avoidance of
doubt,  the right to  disclose  in the  preceding  sentence  shall  not  include
disclosure of information relating to Mestek, including but not limited to Forms
5500,  Forms 1120,  and  experience  of the Company under lease and occupancy of
properties in Florida and Massachusetts prior to Closing.

(f)      Survival:  The provisions of this Section 8.6 will be effective for a
period of two (2) years after the Closing Date.

8.7      BLANK CHECK STOCK

         Immediately  upon  Closing,  the Buyer shall cause the company to cease
using all Mestek checks,  and shall promptly  thereafter return all Mestek blank
check stock to Mestek.

8.8      ACCOUNTS

         Mestek  hereby  agrees  that  effective  at  11:59:00  PM  on  the  day
immediately  preceding  the  Closing  Date it will have no further  rights  with
respect to the following  commercial  banking accounts at Fleet Bank (#38087819,
80067714, 38103040) and further agrees that it will instruct Fleet Bank to sever
such  accounts from its cash  management  system such that cash receipt and cash
disbursement  activity  occurring  subsequent to 11:59:00 PM on such date is for
the  account of the  Company  and will not affect  the  account of Mestek,  Inc.
Mestek agrees however that all of such  outstanding  checks which shall exist at
the Closing Date, generated in the Ordinary Course of Business,  are obligations
of Mestek and Mestek hereby agrees to fund such clearing checks on a daily basis
beginning  on the day after the Closing Date until all such  outstanding  checks
shall have cleared.


8.9      TAXES

(a) If and to the extent  requested by Buyer,  Mestek and Buyer shall join in an
election to have the  provisions  of Section  338(h)(10) of the Code and similar
provisions of state or local or foreign law ("Section 338  Elections")  apply to
the  acquisition of the shares of the company.  Buyer shall be responsible  for,
and control,  the  preparation  and filing of such  election.  The allocation of
purchase price among the assets of Company shall be made in accordance with Code
Sections 338 and 1060 and any comparable  provisions of state,  local or foreign
law, as appropriate.  Mestek shall accept Buyer's determination of such purchase
price  allocations if the allocations are based upon substantial legal authority
and reasonably in accordance with Code Section 338 and any comparable provisions
of state,  local,  or foreign law, and Mestek and Buyer shall  report,  act, and
file in all respects and for all purposes  consistent  with such  determination.
Mestek shall  execute and deliver to Buyer such  documents  or forms  (including
Section 338 forms,  as defined  below) as Buyer shall request or as are required
by  applicable  law for an effective  338(h)(10)  Election.  "Section 338 Forms"
shall mean all returns, documents, statements, and other forms that are required
to be submitted to any federal, state, county or other local taxing authority in
connection  with a  338(h)(10)  Election,  including,  without  limitation,  any
"Statement  of  Section  338  Election"  and IRS Form  8023  (together  with any
schedules  or  attachments  thereto)  that are  required  pursuant  to  Treasury
Regulations.

(b)      Mestek also shall pay any tax attributable to the making of the Section
338(h)(10)  Election with respect to the purchase and sale of the Shares of the
Company, including, but not limited to, (a) any Tax imposed under Treas.
Reg.ss. 1.338(h)(10)-1T(d)(2), Treas. Reg.ss.1.1502-6, or (b) any state or local
Tax imposed on the Company as a result of the  Section 338(h)(10) Election,  and
shall be responsible for any transfer, sales, or use Taxes or notarial or
similar fees arising as a result of the sale of the Shares of the Company.

         (b)  Mestek  shall  have  the  sole  right to  supervise  or  otherwise
coordinate  any tax  examination  process and to negotiate,  resolve,  settle or
contest any asserted Tax  deficiencies  of the Company (a "Tax Claim") or assert
and  prosecute  any claim for refund of Taxes for taxable  periods  ending on or
before the Closing Date. In addition, Mestek shall be entitled to participate at
its own expense in the  defense of any Tax Claim  relating to any year or period
that  includes  the Closing Date for which Mestek may be required to pay amounts
to Buyer  pursuant to this  Section  8.9,  and Mestek may, at his sole  expense,
assume the entire  defense of such Tax Claim.  If Mestek has assumed the defense
of a Tax  Claim,  it shall  have the sole and  unfettered  right to direct  such
defense and neither  Buyer nor the Company may agree to settle any Tax Claim for
a year or period  ending on or before the Closing Date or including  the Closing
Date without the consent of Mestek (which shall not be unreasonably  withheld or
delayed) if, with respect to such claim, Mestek would be required to pay amounts
to Buyer  pursuant to this Section 8.9.  Buyer agrees to grant Mestek a power of
attorney  to the extent  necessary  to  effectuate  Mestek's  rights  under this
Section 8.9. Notwithstanding the foregoing, Mestek will not settle any Tax Claim
without Buyer's consent, which shall not be unreasonably withheld or delayed.

(e) Buyer and the  Company  each  agree to give  prompt  notice to Mestek of the
assertion of any claim,  or the  commencement of any suit,  action,  proceeding,
investigation  or audit with respect to any Tax Return for any period or portion
thereof ending on or before the Closing Date that includes the operations of the
Company,  describing in reasonable  detail the facts pertaining  thereto and the
amount or an estimate of the amount of the liability arising therefrom.  Mestek,
Buyer and the Company shall  cooperate fully in any such action by furnishing or
making  available  records,  books of account or other  materials or taking such
other  actions  as may be  necessary  or helpful  for the  defense  against  the
assertions of any taxing authority as to any combined or separate Tax Return for
such periods.

8.10     SUPPLY OF PRODUCTS

         During the four months  following the Closing  Date,  Buyer shall cause
the  Company to supply  Mestek at  comparable  delivery  time with  products  of
comparable  quality in quantities and on terms and conditions (which give effect
to fluctuations  in aluminum prices based on the published  standard used by the
Company) at which the Company currently supplies such products to Mestek, less a
discount of 20%. For the 32 months thereafter,  Buyer shall cause the Company to
continue  supplying such products to Mestek at prices equal to 20% less than the
lowest price the Company charges for similar  products in similar  quantities at
such time ("MFN  Price").  In the event that the  aggregate  discounts  actually
taken by Mestek  under  this  Section  in either of the first two  twelve  month
periods  following  Closing under this Section shall not exceed $400,000,  Buyer
shall  cause the  Company  to pay to Mestek on or before the end of the 14th and
26th month following Closing,  respectively,  such difference.  If the aggregate
discounts  actually  taken by  Mestek  under  this  Section  in the  third  year
following  Closing do not exceed  $400,000  because of the Company's  failure to
offer a discount  of at least 20% of MFN  Prices or  failure  to timely  deliver
products of at least equal  quality  currently  supplied by the Company,  or any
other material failure of the Company's contractual  obligations with respect to
such products,  Buyer shall cause the Company to pay Mestek on or before the end
of the 38th month following Closing, the differential.  In no event shall Mestek
be entitled  to  discounts  under this  Section in excess of $400,000 in any one
twelve month  period,  or in excess of  $1,200,000  in the 36 months,  following
Closing. In order to avail itself of, and be entitled to, the discounts provided
herein with respect to any  particular  order,  Mestek shall pay for such orders
within 45 days of shipment  unless it has a bona fide  dispute  with  respect to
such shipment.

8.11     BOOKS AND RECORDS DELIVERY AND ACCESS

         (a) Mestek shall deliver to Buyer  originals or copies of all books and
records  related to the Company in its possession  (other than books and records
relating to the Contemplated Transactions).

(b) Buyer and  Mestek  agree that so long as (i) any  books,  records  and files
retained  by Mestek  relating to the  business  of  Company,  or (ii) the books,
records and files  delivered to the control of Buyer  pursuant to this Agreement
to the extent  they  relate to the  operations  of Company  prior to the Closing
Date, or (iii) with respect to verification of the MFN Price under Section 8.10,
any books,  records,  and files of the Company relating to the operations of the
Company after the Closing Date,  remain in existence and  available,  each Party
(at its  expense)  shall have the right upon prior notice to inspect and to make
copies of the same at any time  during  business  hours for any proper  purpose.
Buyer and  Mestek  shall use  reasonable  efforts  not to  destroy  or allow the
destruction  of any such books,  records  and files  without  first  offering in
writing to deliver them to the other.


                                    article 9
                               GENERAL PROVISIONS
9.1      Notices

         All notices,  consents,  waivers,  and other  communications under this
Agreement  must be in  writing  and will be  deemed  given  to a Party  when (a)
delivered  to the  appropriate  address  by  hand  or by  nationally  recognized
overnight   courier  service  (costs  prepaid);   (b)  sent  by  facsimile  with
confirmation of transmission by the transmitting  equipment;  or (c) received or
rejected by the addressee,  if sent by certified mail, return receipt requested;
in each case to the  following  addresses,  facsimile  numbers and marked to the
attention  of the  individual  (by name or title)  designated  below (or to such
other  address,  facsimile  number,  or  individual  as a Party may designate by
notice to the other Parties):

         Mestek:

         Mestek, Inc.
         260 North Elm Street
         Westfield, MA  01085 USA
         Attention: R. Bruce Dewey
         Facsimile No.: 413-568-7428

         with a copy to:

         Baker & McKenzie
         815 Connecticut Avenue, NW
         Washington D. C. 20006 USA
         Attention:  Marc R. Paul
         Facsimile No.:  202-452-7074

         Buyer:

         Alpha Technologies Group, Inc.
         11990 San Vicente Boulevard, Suite 350
         Los Angeles, CA 90049
         Attention:   Lawrence Butler
         Facsimile No.:   (310) 385-1495

         with copies to:

         Johnny Blanchard
         Alpha Technologies Group, Inc.
         1155 Dairy Ashford, Suite 216
         Houston, TX 77079



<PAGE>


         Shapiro Forman & Allen LLP
         380 Madison Avenue, 25th Floor
         New York, NY 10017
         Attention:  Robert W. Forman, Esq.
         Facsimile No.: (212) 557-1275

9.2      Incorporation of Schedules

         The Schedules  identified in this Agreement are incorporated  herein by
reference and made a part of this Agreement.

9.3      Entire Agreement and Modification

         This Agreement  supersedes all prior  agreements among the Parties with
respect  to its  subject  matter  and  constitutes  (along  with  the  documents
delivered pursuant to this Agreement) a complete and exclusive  statement of the
terms of the agreement  between the Parties with respect to its subject  matter.
This Agreement may not be amended,  supplemented or otherwise modified except by
a written agreement executed by the Party to be charged with the amendment.

9.4      Disclosure Schedule

         (a) In the event of any  inconsistency  between the  statements  in the
body of this Agreement and those in any Mestek  disclosure  Schedule (other than
an exception  expressly set forth as such in a Mestek  disclosure  Schedule with
respect to a specifically identified representation or warranty), the statements
in the body of this Agreement will control.

         (b) Disclosure on any particular Mestek disclosure Schedule which is an
exception to a  representation  and warranty in the Agreement (or  disclosure in
any  representation  in the  Agreement)  shall be  deemed to be  disclosure  for
purposes of any other Schedule,  representation or warranty, and vice-versa,  to
the  extent  the  subject  matters  of the  Schedule(s),  representation(s),  or
warranty(ies)  are  related  in such a manner  that a  reasonable  person  would
recognize a relationship.

9.5      TERMINATION

         (a) If the Closing  Date has not  occurred  within one  hundred  twenty
(120) days of the Effective  Date,  Mestek may terminate this Agreement  without
liability,  provided that Mestek is not in material breach of this Agreement and
has  fulfilled  all of its  obligations  which are a condition  to closing  this
Agreement  at least 30 days prior to such  termination.  Time is of the  essence
with respect to this Section 9.5(a).

         (b) Either Party may terminate the Agreement  immediately  upon written
notice to the  other  Party in the  event  that  proceedings  in  bankruptcy  or
insolvency  are  instituted by or against the other Party,  or a receiver of the
other Party is appointed,  or if any substantial part of the assets of the other
Party is the subject of  attachment,  sequestration  or other type of comparable
proceeding,  and such proceeding is not vacated or terminated  within sixty (60)
days after its commencement or institution or such other Party provides adequate
security to assure the performance of its obligations under this Agreement.

9.6       Severability

         If any provision of this Agreement is held invalid or  unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

9.7      Assignments, Successors, and No Third Party Rights

         No  Party  may  assign  any  of  its  rights  or  delegate  any  of its
obligations  under this Agreement without the prior written consent of the other
Parties,  which will not be  unreasonably  withheld.  Subject  to the  preceding
sentence,  this  Agreement  will apply to, be binding in all respects  upon, and
inure to the  benefit  of each of  Mestek's  successors  and  permitted  assigns
(whether by merger,  consolidation,  purchase of all or substantially all of its
assets or otherwise) and the Buyer's  successors and permitted  assigns (whether
by merger, consolidation,  purchase of all or substantially all of its assets or
otherwise). Nothing expressed or referred to in this Agreement will be construed
to give any  Person,  other  than the  Parties,  any legal or  equitable  right,
remedy,  or claim under or with respect to this  Agreement  or any  provision of
this  Agreement  except such rights as shall inure to a successor  or  permitted
assignee pursuant to this Section.

9.8      waiver

         The  rights  and  remedies  of  the  Parties  are  cumulative  and  not
alternative.  Neither any failure nor any delay by any Party in  exercising  any
right, power, or privilege under this Agreement or any of the documents referred
to in this  Agreement  will  operate  as a  waiver  of  such  right,  power,  or
privilege,  and no single or  partial  exercise  of any such  right,  power,  or
privilege will preclude any other or further  exercise of such right,  power, or
privilege  or the  exercise of any other  right,  power,  or  privilege.  To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this  Agreement or any of the  documents  referred to in this  Agreement  can be
discharged by one Party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing  signed by the other Party;  (b) no waiver that
may be given by a Party will be applicable  except in the specific  instance for
which it is given; and (c) no notice to or demand on one Party will be deemed to
be a waiver of any  obligation of that Party or of the right of the Party giving
such  notice  or  demand  to take  further  action  without  notice or demand as
provided in this Agreement or the documents referred to in this Agreement.

9.9     GOVERNING LAW; EXCLUSIVE JURISDICTION; SERVICE OF PROCESS ATTORNEYS FEES

         This  Agreement  has been  negotiated  in, and will be  governed by and
construed  under  the laws of the  State of New  York,  USA  without  regard  to
conflicts of laws  principles  that would require the  application  of any other
law. Any action or proceeding  seeking to enforce any provision of, based on any
right arising out of, or directly or indirectly  relating to this  Agreement may
be brought  against any of the Parties solely in the Federal  District Court for
the  Southern  District  of New York or the  Commercial  Division of the Supreme
Court,  New York County,  State of New York, and each of the Parties consents to
jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives  any  objection  to venue laid  therein.
Process in any such proceeding may be served on any Party by notice given to the
Party in accordance with Section 9.1. In the event of any dispute hereunder,  as
part of any judgement,  the substantially  prevailing party shall be entitled to
recover  its  reasonable  attorneys'  fees and  expert  witness  fees.  Prior to
bringing  any action,  the  complaining  Party will give  written  notice of the
dispute to the other Party, providing reasonable detail thereof. For a period of
thirty  (30) days after  receipt of such notice by the other  Party,  each Party
shall devote its Best Efforts to resolving  the dispute in an amicable  fashion.
In the event that the dispute remains  unresolved at the end of such thirty (30)
day period,  the  complaining  Party shall be entitled to commence its action or
proceeding.  Notwithstanding the foregoing,  either Party may commence an action
for preliminary  injunctive relief without regard for the thirty (30) day period
described in the preceding two sentences.

9.10     COUNTERPARTS

         This  Agreement  may be executed in one or more  counterparts,  each of
which will be deemed to be an original copy of this  Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

         The Parties have executed and delivered  this  Agreement as of the date
indicated in the first sentence of this Agreement.

                         ALPHA TECHNOLOGIES GROUP, INC.

                      By:
                     ------------/S/ LAWRENCE BUTLER---------
                                     Lawrence Butler
                                     Chairman and CEO

                                  MESTEK, INC.

                      By:
                     -----------/S/--JOHN E. REED------------
                                     John E. Reed
                                     President