Purchase Agreement - American Fireplace Co., Hearth & Home Inc., Hearth Technologies Inc., and HON Industries Inc.


                       PURCHASE AGREEMENT



                          By and Among
                                
                 AMERICAN FIREPLACE COMPANY AND
                HEARTH & HOME, INC., as SELLERS,

            HEARTH TECHNOLOGIES INC., as BUYER, and

                      HON INDUSTRIES INC.





                  Dated as of January 28, 2000




                       TABLE OF CONTENTS

                                                          
                                                          Page
                                                          
ARTICLE I.     PURCHASE AND SALE                               1
           1.1 Purchase and Sale of Assets                     1
               (a) [Intentionally omitted]                     1
               (b) Prepaids                                    2
               (c) Inventory                                   2
               (d) Accounts Receivable                         2
               (e) Fixed Assets                                2
               (f) [Intentionally omitted]                     2
               (g) Leased Property                             2
               (h) Intellectual Property Rights                2
               (i) Business Records                            3
               (j) Rights Under Confidentiality                 
                   Agreements and Warranties                   3
               (k) Customer List                               3
               (l) Catalogs and Advertising Materials          3
               (m) Purchase Orders                             3
               (n) Contracts                                   3
               (o) Permits                                     3
               (p) [Intentionally omitted]                     3
               (q) Goodwill                                    3
               (r) Miscellaneous                               4
           1.2 Retained Assets                                 4
               (a) Designated Assets                           4
               (b) Non-Assigned Contracts                      4
               (c) Employee Plan Assets                        4
               (d) Corporate Records                           4
               (e) Shares in H&H                               4
               (f) Insurance                                   5
           1.3 [Intentionally omitted]                         5
           1.4 Assignability and Consents                      5
               (a) Required Consents                           5
               (b) Nonassignable Items                         5
ARTICLE II.    LIABILITIES                                     6
           2.1 Assumption of Liabilities                       6
               (a) [Intentionally omitted]                     6
               (b) Accrued Liabilities                         6
               (c) Contracts                                   6
               (d) Warranty Commitments                        6
           2.2 Retained Liabilities                            6
               (a) Pre-Closing                                 7
               (b) Liabilities Relating to the Sale of          
               (c) Employee-Related Liabilities                7          
               (d) Litigation                                  7
               (e) Product, Environmental and Safety            
                   Liability                                   7
               (f) Taxes                                       8
               (g) [Intentionally omitted]                     8
               (h) Liabilities Relating to Retained            8
                   Assets                                       
               (i) Post-Closing Date                           8
               (j) Shutdown Costs                              8
               (k) Acquisition Payments                        9
ARTICLE III.   PURCHASE PRICE                                  9
           3.1 Payment                                         9
           3.2 [Intentionally omitted]                         9
           3.3 [Intentionally omitted]                         9
           3.4 [Intentionally omitted]                         9
           3.5 Satisfaction of Indebtedness                    9
           3.6 Purchase Price Allocation                      10
ARTICLE IV.    CLOSING                                        10
           4.1 General                                        10
           4.2 Documents to be Delivered by Asset Seller      10
           4.3 [Intentionally omitted]                        12
           4.4 Documents to be Delivered by Buyer             12
           4.5 Documents to be Delivered by Buyer and           
               Sellers                                        13
           4.6 Other Documents to be Delivered                13
ARTICLE V.     REPRESENTATIONS AND WARRANTIES                 14
           5.1 Joint and Several Representations and            
               Warranties of Sellers                          14
               (a) Organization and Standing; Power and         
                   Authority                                  14
               (b) Articles and By-Laws                       15
               (c) Conflicts; Defaults                        15
               (d) Acquired Assets; Title to the                
                   Acquired Assets                            16
               (e) Real Property                              17
               (f) Leases                                     17
               (g) Contracts                                  17
               (h) Financial Statements                       18
               (i) Liabilities                                20
               (j) Accounts Receivable; Collection;             
                   Trade Payables                             21
               (k) Inventories                                21
               (l) Litigation                                 21
               (m) Customers and Suppliers                    22
               (n) Regulatory Compliance                      22
               (o) Brokers, Finders and Agents                22
               (p) Intellectual Property                      22
               (q) Permits                                    23
               (r) Employee Relations; Collective               
                   Bargaining Agreements                      24
               (s) Employees and Employee Plans               24
               (t) Environmental and Safety Compliance        27
                   (i) General                                27
                   (ii) Specific Environmental                  
                        Representations and Warranties        27
                   (iii) Definitions                          28
               (u) Changes in Circumstances                   30
               (v) Taxes                                      30
               (w) Product Warranties                         33
               (x) Insurance                                  33
               (y) Approvals                                  34
               (z) Absence of Certain Commercial                
                   Practices                                  34
               (aa) Bank Accounts                             34
               (ab) Books and Records                         34
               (ac) Warranty Costs                            35
               (ad) Penalties and Renegotiation of              
                    Contracts                                 35
               (ae) Pricing Practices                         35
               (af) Copies of Documents                       35
               (ag) [Intentionally omitted]                   35
               (ah) Insider Interests; Advances               36
               (ai) Year 2000 Compliance                      36
               (aj) Disclosure                                37
           5.2 [Intentionally omitted]                        37
           5.3 Representations and Warranties of HON          37
               (a) Organization and Standing; Power and         
                   Authority                                  37
               (b) Conflicts; Defaults                        37
               (c) Brokers, Finders and Agents                37
               (d) Consents                                   38
           5.4 Representations and Warranties Relating          
               to Buyer                                       38
               (a) Organization and Standing; Power and         
                   Authority                                  38
               (b) Capitalization                             38
               (c) Articles and By-Laws                       39
               (d) Conflicts; Defaults                        39
               (e) Compliance with Other Instruments,           
                   etc.                                       39  
               (f) Financial Statements                       39
               (g) Litigation                                 39
               (h) Absence of Certain Changes or Events       40
               (i) Brokers, Finders and Agents                40
               (j) Consents                                   40
               (k) Ability to Pay Cash Amount                 40
           5.5 General                                        40
ARTICLE VI.    CONDITIONS TO CLOSING                          40
           6.1 Conditions to Buyer's Obligations              40
               (a) Representations and Warranties             40
               (b) Covenants                                  41
               (c) Material Adverse Change                    41
               (d) Consents                                   41
               (e) No Proceeding or Litigation                41
               (f) Legal Matters                              42
               (g) Certificate of Seller                      42
               (h) Certificate; Documents                     42
               (i) Tax Certificates                           42
               (j) Lender Consents                            42
               (k) Other Closing                              42
           6.2 Conditions to Sellers' Obligations             42
               (a) Representations and Warranties             42
               (b) Covenants                                  43
               (c) Material Adverse Change                    43
               (d) Consents                                   43
               (e) No Proceeding or Litigation                43
               (f) Legal Matters                              43
               (g) Certificates of Buyer and HON              43
               (h) Certificates; Documents                    43
               (i) LaSalle Loan                               43
               (j) Other Closing                              43
  ARTICLE VII. COVENANTS OF SELLER                            44
           7.1 Conduct of Business                            44
               (a) Obligations for Borrowed Money             44
               (b) Employee Matters                           44
               (c) Sale of Assets                             44
               (d) Commitments                                44
               (e) Leased Facilities                          45
               (f) Encumbrances                               45
               (g) Insurance                                  45
               (h) Litigation                                 45
               (i) Representations and Warranties             45
               (j) Commitments                                45
           7.2 Disclosure Supplements                         45
           7.3 Closing                                        46
           7.4 Confidentiality                                46
           7.5 Maintenance of Insurance                       46
           7.6 Inventories                                    46
           7.7 Maintenance of, and Access to, Records         46
           7.8 Non-Competition                                46
               (a) Period and Conduct                         46
               (b) Territory                                  47
               (c) Definition                                 47
               (d) Remedies                                   47
               (e) Subsidiaries, Divisions and                47
                   Affiliates
               (f) Severability                               48
           7.9 Accounts Receivable                            48
          7.10 Name Change Filings                            48
          7.11 No Shopping                                    48
          7.12 Plant Closing Obligations                      48
          7.13 Further Assurances; Customer and Supplier        
               Relationships; Assertion of Claims             49
          7.14 Appointment of Representative                  49
          7.15 Payment of Indebtedness; Releases              49
ARTICLE VIII.  COVENANTS OF BUYER AND HON                     50
           8.1 Covenants of Buyer                             50
               (a) Maintenance of, and Access to,               
                   Records                                    50
               (b) Closing                                    50
               (c) Disclosure Supplements                     50
               (d) Copies                                     50
               (e) Insurance                                  50
               (f) Supply of Products                         50
               (g) Further Assurances                         50
           8.2 Covenants of HON                               51
               (a) Closing                                    51
               (b) IRB Consents                               51
               (c) Buyer Note                                 51
   ARTICLE IX. CERTAIN ADDITIONAL COVENANTS                   51
           9.1 Access to Records and Properties               51
           9.2 Expenses; Transfer Taxes                       51
           9.3 Bulk Transfer Laws                             52
           9.4 Press Releases and Disclosure                  52
           9.5 Cooperation in the Defense of Claims           52
           9.6 Regulatory Approvals                           52
           9.7 Employee Matters                               53
           9.8 [Intentionally omitted]                        54
           9.9 Product Warranty Work                          54
    ARTICLE X. TERMINATION                                    55
          10.1 Termination                                    55
               (a) Mutual Consent                             55
               (b) Termination Date                           55
               (c) Sellers Misrepresentation or Breach        55
               (d) Buyer Misrepresentation or Breach          55
               (e) Court Order                                55
               (f) Material Adverse Change                    55
               (g) Buyer's Conditions                         55
               (h) Sellers' Conditions                        55
          10.2 Effect of Termination                          56
   ARTICLE XI. INDEMNIFICATION                                56
          11.1 Indemnification by Buyer                       56
          11.2 Indemnification by Sellers                     56
               (I) General                                    56
               (II) Environmental Indemnification             57
          11.3 Notice of Claim; Right to Participate in         
               and Defend Third Party Claim                   57
          11.4 Setoff                                         58
          11.5 Time Limitations on Claims for                   
               Indemnification                                59
          11.6 Maximum and DeMinimis Amounts                  59
          11.7 Exclusions                                     60
          11.8 Dispute Resolution                             60
  ARTICLE XII. MISCELLANEOUS                                  62
          12.1 Amendments                                     62
          12.2 Entire Agreement                               62
          12.3 Governing Law                                  62
          12.4 Notices                                        62
          12.5 Counterparts                                   63
          12.6 Assignment                                     63
          12.7 Waivers                                        63
          12.8 Third Parties                                  63
          12.9 Schedules                                      63
         12.10 Headings                                       64
         12.11 Certain Definitions                            64
         12.12 Remedies Not Exclusive                         64
         12.13 Gender and Number                              64
         12.14 Attorney's Fees                                64



                       PURCHASE AGREEMENT


          THIS PURCHASE AGREEMENT (this "Agreement") dated as of
January 28, 2000, is among AMERICAN FIREPLACE COMPANY, a Maryland
corporation ("AFC") formerly known as Thulman Eastern Corporation
(as so known, "TEC"), HEARTH & HOME, INC., a Maryland corporation
("H&H") (collectively, "Sellers" or the "Companies"), HEARTH
TECHNOLOGIES INC., an Iowa corporation ("Buyer"), and HON
INDUSTRIES INC., an Iowa corporation ("HON").

                      W I T N E S S E T H:

          WHEREAS, the Companies carry on the business (the
"Business") of (1) designing, manufacturing, distributing,
marketing, selling and installing hearth and fireplace products,
including gas and wood burning fireplaces, inserts, stoves, logs,
mantels, surrounds, fascia, cabinetry, venting parts and
accessories ("Hearth Products") and (2) distributing, marketing,
selling and installing spas, outdoor kitchens, barbecues and
grills, and related products, such as outdoor and patio
furniture, shelving and garage doors ("Other Products," and
together with Hearth Products, the "Products");

          WHEREAS, the Companies (each, an "Asset Seller" and
collectively, the "Asset Sellers") desire to sell substantially
all of their respective assets, properties, rights and interests
to Buyer; and

          WHEREAS, Buyer desires to purchase and acquire from
each Asset Seller substantially all of such assets, properties,
rights and interests of such Asset Seller in consideration of
certain payments by Buyer and the assumption by Buyer of certain
liabilities and obligations of such Asset Seller specifically
disclosed in this Agreement.

          NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter contained and other good and
valuable consideration had and received, HON, Buyer and the Asset
Sellers, on the basis of, and in reliance upon, the
representations, warranties, covenants, obligations and
agreements set forth in this Agreement, and upon the terms and
subject to the conditions contained herein, hereby agree as
follows:

                 ARTICLE I.  PURCHASE AND SALE

          1.1  Purchase and Sale of Assets.  At the Closing (as
hereinafter defined) and effective as of the Closing Date (as
hereinafter defined), Buyer shall purchase and acquire from each
Asset Seller, and each Asset Seller shall sell, transfer, convey,
assign and deliver to Buyer, on a going concern basis, all of the
assets, properties, rights and interests owned, used, occupied or
held by or for the benefit of such Asset Seller wherever
situated, as the same shall exist as of the Closing Date, and
wherever situated, including, without limitation, the following:
          
          (a)  [Intentionally omitted];

          (b)  Prepaids.  All prepaid expenses, advance payments,
     deposits, surety accounts and other similar assets,
     including, without limitation, prepaid deposits with
     landlords, suppliers and utilities;

          (c)  Inventory.  All inventories of products,
     work-in-process, finished goods, raw materials, supplies and
     parts (collectively, "Inventory" or "Inventories"),
     including, without limitation, all Inventories located at
     the facilities listed on the Schedule entitled "Real Estate
     and Leases";

          (d)  Accounts Receivable.  All accounts receivable, any
     payments received with respect thereto after the Closing
     Date, unpaid interest accrued on any such accounts
     receivable and any security or collateral relating thereto
     (collectively, "Accounts Receivable");

          (e)  Fixed Assets.  All tangible personal property,
     plant and equipment, including, without limitation,
     buildings, structures, fixtures, machinery and equipment,
     dies, jigs, molds, patterns, tools, tooling, production
     fixtures, maintenance machinery and equipment, office
     furniture and office equipment, other furnishings, trucks,
     automobiles and other vehicles and transportation equipment,
     leasehold improvements and construction-in-process, and all
     tangible personal property set forth on the Schedule
     entitled "Fixed Assets" attached hereto (collectively, the
     "Fixed Assets");

          (f)  [Intentionally omitted];

          (g)  Leased Property.  All rights and interests under
     the lease agreements (the "Lease Agreements") more
     particularly described under the heading "Leased Property"
     on the Schedule entitled "Real Estate and Leases" attached
     hereto, which descriptions are incorporated herein by
     reference (the premises subject to the Lease Agreements
     being hereinafter collectively referred to as the "Leased
     Property");

          (h)  Intellectual Property Rights.  All inventions,
     discoveries, trademarks, patents, trade names, copyrights,
     know-how, intellectual property, software, shop rights,
     licenses, developments, research data, designs, technology,
     discoveries, trade secrets, test procedures, processes,
     research data, formulas and other confidential information,
     intellectual and similar intangible property rights, whether
     or not patentable (or otherwise subject to legally
     enforceable restrictions or protections against unauthorized
     third party usage), and any and all applications for, and
     extensions, divisions and reissuances of, any of the
     foregoing, and rights therein, including, without
     limitation, (i) the names "American Fireplace Company" and
     "Hearth & Home, Inc." and all related trade and business
     names and trademarks, (ii) the intellectual and intangible
     property rights described on the Schedule entitled
     "Intellectual Property" attached hereto, (iii) the
     production methods, formulas, know-how and technical
     expertise relating to the Products and (iv) any and all
     domain names, World Wide Web sites and related content and
     software, including electronic commerce and ordering
     software, rights of use and access to related computer
     servers and programs, and rights under related contracts,
     agreements and licenses (collectively, the "Intangibles");

          (i)  Business Records.  All books and records,
     including, without limitation, all files, invoices, forms,
     accounts, correspondence, production records, technical,
     accounting, manufacturing and procedural manuals, employment
     records, studies, reports or summaries relating to any
     Environmental Requirements (as hereinafter defined), and
     other books and records relating to the operation of the
     Business or other assets or properties, and any confidential
     information which has been reduced to writing or other
     tangible medium;

          (j)  Rights Under Confidentiality Agreements and
     Warranties.  All rights, claims and benefits of such Asset
     Seller in, to or under any (i) (A) employee confidentiality
     agreements entered into by such Asset Seller and (B)
     confidentiality or secrecy agreements entered into by such
     Asset Seller with third parties that relate to the use or
     disclosure of information; (ii) express or implied
     warranties from the suppliers of goods or services
     (including any coverage rights under product liability or
     other insurance maintained by any of such suppliers for the
     benefit of such Asset Seller); and (iii) non-competition or
     non-solicitation agreements, restrictive covenants and
     similar agreements;

          (k)  Customer List.  Lists of all of the Persons to
     whom or to which such Asset Seller has sold or otherwise
     furnished Products, directly or indirectly (individually, a
     "Customer" and collectively, the "Customers," such terms to
     include any assignee or successor of any such Person,
     whether by consolidation, merger, sale of assets or
     otherwise), including related information as to the unit and
     dollar volume of such sales, the type of Products so sold or
     furnished, the method of distribution and other relevant
     marketing and product information for each Customer (the
     "Customer Lists"), which Customer Lists will be delivered at
     Closing via electronic means;

          (l)  Catalogs and Advertising Materials.  All
     promotional and advertising materials, including, without
     limitation, all catalogs, brochures, plans, supplier lists,
     manuals, handbooks, equipment and parts lists, dealer and
     distributor lists, and labels and packaging materials;

          (m)  Purchase Orders.  All unfilled purchase and sale
     orders (including releases of quantities pursuant thereto);
          
          (n)  Contracts.  Subject to Sections 1.2(b) and 1.4,
     all rights, benefits and interests of such Asset Seller in
     and to all licenses, leases, contracts, agreements,
     commitments and undertakings;

          (o)  Permits.  All licenses, permits, approvals,
     variances, waivers or consents (collectively, the
     "Permits"), to the extent transferable, issued by any
     foreign, United States, state or local governmental entity
     or municipality or subdivision thereof or any authority,
     department, commission, board, bureau, agency, court or
     instrumentality (collectively, "Governmental Authorities");

          (p)  [Intentionally omitted];

          (q)  Goodwill.  The goodwill of such Asset Seller as a
     going concern; and

          (r)  Miscellaneous.  Except for the Retained Assets (as
     hereinafter defined), all other assets, properties, rights
     and interests of such Asset Seller, of every kind, nature
     and description, whether tangible or intangible, real,
     personal or mixed, and wherever situated, including, without
     limitation, those assets, properties, rights and interests
     set forth on the Unaudited Balance Sheet (as hereinafter
     defined), all of which are to be sold, transferred,
     conveyed, assigned and delivered to Buyer at the Closing
     pursuant to this Agreement.

All of the assets, properties, rights and interests owned, used,
occupied or held by or for the benefit of such Asset Seller,
which are to be sold, transferred, conveyed, assigned and
delivered by such Asset Seller to Buyer at the Closing as
contemplated herein, including without limitation, those
described in clauses (a) through (r) above, but excluding the
Retained Assets, are referred to herein collectively as the
"Acquired Assets".

          1.2  Retained Assets.  Anything in Section 1.1 to the
contrary notwithstanding, the following assets (collectively, the
"Retained Assets") shall be retained by each Asset Seller, and
Buyer shall in no way be construed to have purchased or acquired
(or to be obligated to purchase or to acquire) any interest
whatsoever in any of the following:

          (a)  Designated Assets.  The assets, properties, rights
     and/or interests, owned, used, occupied or held by or for
     the benefit of such Asset Seller that are listed on Schedule
     1.2 as not being included within, or constituting a part of,
     the Acquired Assets (collectively, the "Designated Assets");

          (b)  Non-Assigned Contracts.  All of the rights and
     interests, and all of the liabilities and obligations, of
     each Asset Seller in, under or pursuant to any license,
     lease, contract, agreement, commitment or undertaking set
     forth on the Schedule entitled "Non-Assigned Contracts"
     (collectively, the "Non-Assigned Contracts");
          
          (c)  Employee Plan Assets.  Except as otherwise
     provided in Section 9.7, the  rights of such Asset Seller
     under, and any funds and property held in trust or any other
     funding vehicle pursuant to, any "employee benefit plan"
     (within the meaning of Section 3(3) of the Employee
     Retirement Income Security Act of 1974, as amended
     ("ERISA")) or any other bonus, stock option, stock
     appreciation, stock purchase, severance, termination, lay-
     off, leave of absence, disability, workers compensation,
     pension, profit sharing, retirement, vacation or holiday
     pay, insurance, deferred compensation or other employee or
     welfare benefit plan, agreement or arrangement of such Asset
     Seller applicable to such Asset Seller's past, present or
     future employees (collectively, "Employee Plans"); and

          (d)  Corporate Records.  Such Asset Seller's minute
     books, stock books, stock ledger and corporate seal;

          (e)  Shares in H&H.  All issued and outstanding shares
     of capital stock, or other equity interests, including
     limited liability company interests, of H&H, TEC-USA, Inc.
     and HSA, L.L.C. held by AFC; and

          (f)  Insurance.  All rights, claims and benefits of
     such Asset Seller in, to or under all insurance policies
     maintained by such Asset Seller, or by any Affiliate of such
     Asset Seller for the Business or the Acquired Assets.

          1.3  [Intentionally omitted]

          1.4  Assignability and Consents.

          (a)  Required Consents.  The Schedule entitled
     "Assignments and Consents" sets forth a list of all material
     Acquired Assets, including material Contracts, Permits and
     Lease Agreements, which are non-assignable or
     non-transferable or cannot be subleased to Buyer without, or
     with respect to which the transactions contemplated by this
     Agreement would require, a consent, novation, approval,
     authorization, waiver, agreement, or satisfaction of any
     other requirement (including filing and registration
     requirements) of or from some other individual, partnership,
     corporation, association, joint stock company, trust, joint
     venture, limited liability company or Governmental Authority
     (each, a "Person") ("Consents").  Each Seller has commenced
     and shall continue to take, or cause to be taken by others,
     all necessary actions required to obtain or satisfy, at the
     earliest practicable date, all Consents, from any Persons
     necessary to authorize, approve or permit, and to consummate
     and make effective, the transactions contemplated by this
     Agreement, including full and complete sale, conveyance,
     assignment, sublease or transfer of the Acquired Assets, and
     to continue such efforts as may be required after the
     Closing Date; provided, however, that (i) the Sellers shall
     not be required to take any such action with respect to
     contracts with home builders specified on the Schedule
     entitled "Builder Contracts" ("Builder Contracts"), and
     (ii) Sellers shall only be required under this Section 1.4,
     as a condition precedent to Buyer's obligations to
     consummate the transactions provided for by this Agreement,
     to obtain consents to the assignment of material Lease
     Agreements (the "Required Consents").

          (b)  Nonassignable Items.  Anything in this Agreement
     to the contrary notwithstanding, this Agreement shall not
     constitute, or be deemed to constitute, an Agreement to
     sell, convey, assign, sublease or transfer any Acquired
     Assets, including Contracts, Permits and Lease Agreements,
     if an attempted or deemed sale, conveyance, assignment,
     sublease or transfer thereof, without the Consent of another
     party thereto or a Governmental Authority would constitute a
     breach of, or in any way affect the rights of, any Seller or
     Buyer with respect thereto ("Nonassignable Items").  Each
     Seller shall use its best efforts, and Buyer shall cooperate
     in all reasonable respects with Sellers, to obtain and
     satisfy all Consents and to resolve all impracticalities of
     sale, conveyance, assignment, sublease or transfer necessary
     to convey to Buyer all Nonassignable Items.  If any such
     Consents are not obtained and satisfied or if an attempted
     sale, conveyance, assignment, sublease or transfer would be
     ineffective, each Seller and its appropriate Affiliate, and
     Buyer, shall, at and after the Closing (i) enter into such
     arrangements (including related written agreements) as Buyer
     may reasonably request to provide Buyer the benefit of any
     such Nonassignable Items (it being acknowledged that such
     arrangement may include obligations imposed on Sellers and
     such Affiliates promptly to pay to Buyer when received all
     monies and other items of value received by Sellers and such
     Affiliates under any such Nonassignable Item) in exchange
     for the performance by Buyer of Sellers' obligations in
     respect of such Nonassignable Items under Section 2.1(c) and
     (ii) use their reasonable best efforts to assure that the
     Companies' current customers and suppliers shall continue to
     do business with Buyer in accordance with the terms and for
     the periods of time set forth in any Nonassignable Item.
                         
                    ARTICLE II.  LIABILITIES

          2.1  Assumption of Liabilities.  On the terms and
subject to the conditions set forth in this Agreement, Buyer
shall assume, at the Closing and effective as of the Closing
Date, and shall thereafter pay, perform and discharge as and when
due, except as otherwise provided in Section 9.7, the following,
and only the following, liabilities and obligations of each Asset
Seller with respect to its operation of its Business
(collectively, the "Assumed Liabilities"):

          (a)  [Intentionally omitted];

          (b)  Accrued Liabilities.  All accounts payable,
     accrued expenses and other liabilities referred to under the
     caption "Assumed" on Schedule 2.1(b) in the amounts set
     forth thereon or such greater amounts as may arise or accrue
     after the date of such Schedule in the ordinary and normal
     course and consistent with the representations, warranties,
     covenants, obligations and agreements set forth in this
     Agreement;

          (c)  Contracts.  All ordinary and normal liabilities
     and obligations of Sellers arising under the terms of the
     Contracts disclosed on the Schedule entitled "Contracts"
     other than contracts that constitute Non-Assigned Contracts
     or are included in the Designated Assets (the "Assumed
     Contracts") but only to the extent such liabilities and
     obligations arise or accrue after the Closing Date in the
     ordinary and normal course and consistent with the
     representations, warranties, covenants, obligations and
     agreements set forth in this Agreement; provided, however,
     that Buyer shall not assume or be responsible for any such
     liabilities or obligations that (i) arise from breaches
     thereof or defaults thereunder by Sellers (other than any
     breach of any Builder Contract deemed to arise solely as a
     result of the assignment of any such Builder Contract to
     Buyer pursuant to this Agreement), (ii) require any payment
     or other consideration including any earn-out or contingent
     purchase price, in connection with any merger, acquisition
     or similar transaction, or (iii) arise under instruments or
     agreements evidencing indebtedness of Sellers (other than
     those installment contracts, capital leases or vehicle sales
     contracts that are disclosed on the Schedule entitled
     "Contracts" and pursuant to which Acquired Assets are being
     purchased or leased by any Company), all of which
     liabilities and obligations shall constitute Retained
     Liabilities (as hereinafter defined); and

          (d)  Warranty Commitments.  The Ordinary Warranty
     Commitments (as defined in Section 5.1(w)).

          2.2  Retained Liabilities.  Except to the extent
assumed as provided in Section 2.1 or Section 9.7, each Asset
Seller shall retain, and Buyer shall not assume, or be
responsible or liable with respect to, any liabilities or
obligations of such Asset Seller, whether or not of, associated
with, or arising from, any of the Acquired Assets, and whether
fixed, contingent or otherwise, known or unknown (collectively
referred to hereinafter as the "Retained Liabilities"),
including, without limitation, the following:

          (a)  Pre-Closing.  All liabilities and obligations
     relating to, based in whole or in part on events or
     conditions occurring or existing in connection with, or
     arising out of, the Business as operated prior to the
     Closing Date, or the ownership, possession, use, operation
     or sale or other disposition prior to the Closing Date of
     any Products or any of the Acquired Assets (or any other
     assets, properties, rights or interests associated, at any
     time prior to the Closing Date, with the Business);

          (b)  Liabilities Relating to the Sale of Acquired
     Assets.  All liabilities and obligations of such Asset
     Seller or any of its Affiliates, or their respective
     directors, officers, shareholders or agents, arising out of,
     or relating to, this Agreement or the transactions
     contemplated hereby, whether incurred prior to, at, or
     subsequent to the Closing Date, including, without
     limitation, all liabilities to shareholders or former
     shareholders of any Seller, finder's or broker's fees and
     expenses, and any and all fees and expenses of any
     attorneys, accountants or other professionals retained by or
     on behalf of such Asset Seller or any of its Affiliates;

          (c)  Employee-Related Liabilities.  All liabilities and
     obligations to any persons at any time employed by such
     Asset Seller or its Affiliates or their respective
     predecessors-in-interest in the Business or otherwise, at
     any time or to any such person's spouse, children, other
     dependents or beneficiaries, with respect to incidents,
     events, exposures or circumstances occurring at any time
     during the period or periods of any such persons' employment
     by such Asset Seller or its Affiliates or their respective
     predecessors-in-interest,  whenever such claims mature or
     are asserted, including, without limitation, all liabilities
     and obligations arising (i) under any Employee Plans,
     (ii) under any employment, wage and hour restriction, equal
     opportunity, discrimination, plant closing or immigration
     and naturalization laws, (iii) under any collective
     bargaining Laws, agreements or arrangements, or (iv) in
     connection with any workers' compensation or any other
     employee health, accident, disability or safety claims;

          (d)  Litigation.  All liabilities and obligations
     relating to any litigation, action, suit, claim,
     investigation or proceeding pending on the date hereof, or
     constituted hereafter, based in whole or in part on events
     or conditions occurring or existing in connection with, or
     arising out of, or otherwise relating to, the Business as
     operated by such Asset Seller or any of its Affiliates (or
     any of their respective predecessors-in-interest), or the
     ownership, possession, use, operation, sale or other
     disposition prior to the Closing Date of any Products or any
     of the Acquired Assets (or any other assets, properties,
     rights or interests associated, at any time prior to the
     Closing Date, with such Asset Seller);

          (e)  Product, Environmental and Safety Liability.
     Without limiting the rights of Sellers against any third
     party, all liabilities and obligations relating to the
     Business, any Products or the Acquired Assets (or any other
     assets, properties, rights or interests associated, at any
     time prior to the Closing Date, with the Business, Products
     or the Acquired Assets), based in whole or in part on events
     or conditions occurring or existing prior to the Closing
     Date and connected with, arising out of or relating to (i)
     any dispute for services rendered or goods manufactured,
     including, without limitation, product warranty claims
     (other than Ordinary Warranty Commitments) and product
     liability claims, and claims for refunds (other than
     customer deposits), returns, personal injury and property
     damage, (ii) Hazardous Materials, Environmental Requirements
     or Environmental Damages (all as hereinafter defined)
     including costs to obtain permits required to be, but not
     obtained, prior to Closing and to document hazardous waste
     disposals, (iii) claims relating to employee health and
     safety, including claims for injury, sickness, disease or
     death of any Person, or (iv) compliance with any statutes,
     laws, rules, regulations, orders, ordinances, codes and
     decrees of Governmental Authorities (collectively, "Laws")
     relating to any of the foregoing;

          (f)  Taxes.  All liabilities and obligations of such
     Asset Seller or any of its Affiliates (or any of their
     respective predecessors-in-interest) for any Taxes (as
     hereinafter defined) due or becoming due by reason of
     (i) the conduct of the Business, or (ii) the ownership,
     possession, use, operation, purchase, acquisition, sale or
     disposition, of any Products or any of the Acquired Assets,
     including, without limitation, (1) Taxes attributable to the
     sale of inventory and employee withholding tax obligations;
     (2) Taxes imposed on, or accruing as a result of the
     purchase and sale of the Acquired Assets (except state sales
     or other similar transfer taxes arising in connection with
     the transfer of assets to Buyer as provided in Section 9.2);
     and (3) Taxes attributable to, or resulting from, recapture
     of depreciation, other tax benefit items, or otherwise
     arising from the transactions contemplated by, this
     Agreement;

          (g)  [Intentionally omitted];

          (h)  Liabilities Relating to Retained Assets.  All
     liabilities and obligations relating to, based in whole or
     in part on events or conditions occurring or existing in
     connection with, or arising out of, any and all assets,
     properties, rights and interests that are not being acquired
     by Buyer hereunder, including, without limitation, the
     Retained Assets;

          (i)  Post-Closing Date.  All liabilities and
     obligations incurred by such Asset Seller or its Affiliates
     or their respective directors, officers, shareholders,
     agents or employees, other than on behalf of Buyer or its
     Affiliates, after the Closing Date;

          (j)  Shutdown Costs.  Any liabilities or obligations
     relating to, based in whole or in part on events or
     conditions occurring or existing in connection with, or
     arising out of, the shutdown prior to the Closing of any of
     the operations and facilities utilized by such Asset Seller,
     including, without limitation, any action which could be
     construed as a "plant closing" or "mass layoff," as those
     terms are defined in the Worker Adjustment and Retraining
     Notification Act, 29 U.S.C. Sections 2101-2109 ("WARN"), or any
     "employment loss," as defined in WARN, which any employee of
     such Asset Seller or any of its Affiliates may suffer;
     provided, however, that, for purposes of this
     Section 2.2(j), employees of the Asset Sellers immediately
     prior to the Closing shall be deemed to be employees of
     Buyer as of the Closing Date; and

          (k)  Acquisition Payments.  All liabilities and
     obligations of any Company to make any payment or provide
     consideration in connection with any merger, acquisition or
     similar transaction.
                         
                  ARTICLE III.  PURCHASE PRICE

          3.1  Payment.  In full consideration for the transfer
of the Acquired Assets, at the Closing Buyer shall:

          (i)  deliver and pay to Sellers Thirty-eight Million
               Seven Hundred Fifty Thousand Dollars ($38,750,000)
               (the "Cash Amount") in immediately available funds
               by bank wire transfer to an account designated in
               writing for this purpose by McGuire, Woods,
               Battle & Boothe LLP, special counsel to Sellers
               ("Sellers' Counsel"), on behalf of Sellers to
               Buyer prior to the Closing;

          (ii) execute and deliver to Sellers a Promissory Note
               (the "Buyer Note"), dated as of the Closing Date,
               payable in the original principal amount of Two
               Million Two Hundred Fifty Thousand Dollars
               ($2,250,000) to Sellers, and in substantially the
               form of Schedule 3.1(ii) hereto; and

          (iii)execute and deliver to Sellers Convertible
               Debentures with a combined face amount of
               $26,500,000, dated as of the Closing Date,
               payable in such denominations and in such amounts to
               such payees as set forth in, and in substantially
               the form of, Schedule 3.1(iii) hereto
               ("Convertible Debentures", and collectively with the Cash
               Amount and the Buyer Note, the "Purchase Price").

          3.2  [Intentionally omitted]

          3.3  [Intentionally omitted]

          3.4  [Intentionally omitted]

          3.5  Satisfaction of Indebtedness.  At or prior to the
Closing, each Company shall take such actions (including without
limitation paying, or directing Buyer to apply a portion of the
Cash Amount to pay to, the creditors of such Company) as may be
required to fully pay, satisfy and discharge all of the
indebtedness of such Company, including the promissory notes and
other evidence of indebtedness listed or described on the
Schedule entitled "Existing Indebtedness to be Discharged by
Closing," and to obtain and deliver to Buyer copies of all
executed releases, in form and substance reasonably satisfactory
to Buyer, necessary to secure the release of all Liens other than
Permitted Liens (as hereinafter defined) on the Acquired Assets
relating thereto (all of which releases Sellers shall cause to be
filed promptly, but no later than two (2) business days, after
payment of the related indebtedness and in any event promptly
after the Closing Date).

          3.6  Purchase Price Allocation.  The Purchase Price
represents the amount agreed upon by the parties to be the
aggregate value of the Acquired Assets and shall be allocated
among the Acquired Assets, in accordance with their respective
fair market values, which the parties have agreed are or shall be
as set forth on the Schedule entitled "Agreed Allocation of
Purchase Price" attached hereto.  Any excess of the Purchase
Price over the fair market value of the Acquired Assets shall be
allocated to goodwill.  Each of the parties shall report the
purchase and sale of the Acquired Assets, including, without
limitation, in all federal, foreign, state, local and other Tax
returns and reports prepared and filed by or for any Seller or
Buyer, in accordance with the basis of allocation described in
this Section 3.6.
                         
                      ARTICLE IV.  CLOSING

          4.1  General.  As used in this Agreement, the "Closing"
shall mean the time at which Sellers consummate the sale,
assignment, transfer and delivery of the Acquired Assets to Buyer
as provided herein by the execution and delivery by Sellers of
the documents and instruments referred to in Section 4.2 against
delivery by Buyer of the documents and payments provided in
Sections 3.1 and 4.4, and Sellers, Buyer and the other Persons
referred to herein deliver the additional documents referred to
in Sections 4.5 and 4.6.  In the absence of a prior termination
of this Agreement by one of the parties in accordance with
Article X, the Closing shall take place at the offices of Jones,
Day, Reavis & Pogue, 77 West Wacker, 35th Floor, Chicago,
Illinois 60601-1692 at 10:00 A.M. on the second business day
following the day on which the waiting periods under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 (the "H-S-R Act")
shall have expired or been terminated (the "HSR Approvals"), or
at such other time and place and on such other day as shall be
mutually agreed upon in writing by the parties hereto (the
"Closing Date").  Legal title, equitable title and risk of loss
with respect to the Acquired Assets shall not pass to Buyer until
the Acquired Assets are transferred at the Closing, which
transfer, once it has occurred, shall be deemed effective for
tax, accounting and other computational purposes as of 12:01 A.M.
(Central Time) on the Closing Date.

          4.2  Documents to be Delivered by Asset Seller.  At the
Closing, each Asset Seller shall deliver to Buyer:

          (a)  Copies of (i) the resolutions of the Boards of
     Directors and shareholders of such Asset Seller, including,
     in the case of H&H, AFC as the sole shareholder of H&H,
     authorizing and approving this Agreement and all other
     transactions and agreements contemplated hereby, (ii) such
     Asset Seller's respective Articles of Incorporation, and
     (iii) such Asset Seller's respective Bylaws, all certified
     by the respective corporate Secretary or Assistant Secretary
     of such Asset Seller to be true, correct, complete and in
     full force and effect and unmodified as of the Closing Date;

          (b)  A bill of sale transferring such Asset Seller's
     Acquired Assets to Buyer, free and clear of any and all
     liens, equities, claims, prior assignments, mortgages,
     charges, security interests, pledges, conditional sales
     contracts, collateral security arrangements and other title
     retention arrangements, restrictions (including, in the case
     of real property, rights of way, use restrictions, and other
     variances, reservations or limitations of any nature) or
     encumbrances whatsoever (collectively, "Liens") except for
     Permitted Liens and subject to filing of those releases and
     documents referred to in Sections 3.5 and 4.2(k);

          (c)  An opinion, dated as of the Closing Date, of
     Sellers' Counsel, addressed to Buyer, substantially in the
     form attached hereto as Schedule 4.2(c);

          (d)  Copies of all Required Consents, together with the
     related estoppel certificate from such landlord with respect
     to each such Lease Agreement for which a Required Consent is
     provided;

          (e)  Instruments of assignment to Buyer of all of such
     Asset Seller's trademarks, trade names, service marks and
     patents (and all applications for, and extensions and
     reissuances of, any of the foregoing and rights therein)
     identified on the Schedule entitled "Intellectual Property";

          (f)  The certificate required by Section 6.1(g);

          (g)  Good standing or status certificates for such
     Asset Seller from the appropriate state authorities in each
     jurisdiction in which such Asset Seller is either
     incorporated or qualified to do business as a foreign
     corporation, each dated not more than thirty (30) days prior
     to the Closing, together with facsimiles or telegrams, if
     available, or, if not, oral advice as to good standing as of
     the Closing from each of such jurisdictions;
     
          (h)  Evidence of the due filing by each Asset Seller's
     ultimate parent with the Federal Trade Commission ("FTC")
     and the Antitrust Division of the United States Department
     of Justice ("DOJ") pursuant to the H-S-R Act and the
     expiration or early termination of the waiting periods
     thereunder;

          (i)  An incumbency certificate of the officers of each
     Asset Seller;

          (j)  Instruments of assignment of each Lease Agreement
     to which such Asset Seller is a party;
     
          (k)  Copies of executed releases, in form and substance
     reasonably satisfactory to Buyer, including, without
     limitation, termination statements under the Uniform
     Commercial Code of any financing statements filed against
     any Acquired Assets, evidencing discharge, removal and
     termination of all Liens (other than Permitted Liens) to
     which the Acquired Assets are subject including, without
     limitation, Liens securing the indebtedness described in the
     Schedule entitled "Existing Indebtedness to be Discharged by
     Closing", together with evidence satisfactory to Buyer that
     the indebtedness described on such Schedule shall have been
     satisfied and extinguished, which releases Sellers shall
     cause to be filed upon payment of the related indebtedness
     and in any event promptly after the Closing Date;

          (l)  A receipt from each of the Asset Sellers
     acknowledging receipt of the Purchase Price allocable to the
     Acquired Assets and the Assumed Liabilities of such Asset
     Seller;

          (m)  Such other deeds, bills of sale, endorsements,
     assignments, affidavits, and other good and sufficient
     instruments of sale, assignment, conveyance and transfer in
     form and substance satisfactory to Buyer and its counsel, as
     are required to effectively vest in Buyer good and
     marketable title in and to all of the Acquired Assets
     (including such certificates of title or other documents as
     are so required with respect to any vehicles included in the
     Acquired Assets), free and clear of any and all Liens except
     Permitted Liens, and subject to filing of those releases and
     documents referred to in Sections 3.5 and 4.2(k);

          (n)  Copies of resolutions transferring sponsorship of
     the Assumed Plan (as hereinafter defined) to Buyer, the
     Assignment Agreement dated as of the Closing transferring
     sponsorship of the Assumed Plan, and amendments to the
     Assumed Plan pursuant to Section 9.7 reflecting the transfer
     of sponsorship of the Assumed Plan to Buyer; and

          (o)  Joinder agreements executed by each Additional
     Securityholder (as defined below) party to the
     Securityholders' Agreement, dated as of the Closing Date
     (the "Securityholders' Agreement"), among HON, Buyer,
     Sellers, Ron F. Skoronski, Kirk R. Sorensen, Madison Fire
     Place, Inc., a Wisconsin corporation ("Madison"), Fireplace
     & Spa, Inc., a Wisconsin corporation ("FPSI"), The Minocqua
     Fireplace Company, a Wisconsin corporation ("Minocqua"), and
     each of the Persons listed on Schedule 1.1(b) thereto as an
     Additional Securityholder (the "Additional
     Securityholders").

          4.3  [Intentionally omitted]

          4.4  Documents to be Delivered by Buyer.  At the
Closing, Buyer shall deliver or cause to be delivered to Sellers:

          (a)  A copy of (i) the resolutions of the Board of
     Directors of Buyer and HON authorizing and approving this
     Agreement and all other transactions and agreements
     contemplated hereby, (ii) HON's Articles of Incorporation,
     (iii) Buyer's Articles of Incorporation, as amended to
     increase the number of authorized shares of common stock of
     Buyer to 10,000,000, and (iv) HON's and Buyer's respective
     Bylaws, all certified by the Secretary or an Assistant
     Secretary of Buyer or HON to be true, correct, complete and
     in full force and effect as of the Closing Date;

          (b)  The certificate required by Section 6.2(g);

          (c)  Evidence of the payment of the Cash Amount in the
     manner and the amount set forth in Section 3.1;

          (d)  the Buyer Note, duly executed on behalf of Buyer,
     and in substantially the form attached hereto as Schedule
     3.1(ii);

          (e)  evidence of the due filing by Buyer's ultimate
     parent, HON, with the FTC and the DOJ pursuant to the H-S-R
     Act and the expiration or early termination of the waiting
     period thereunder;

          (f)  An opinion, dated the Closing Date, of James I.
     Johnson, Vice President and General Counsel of HON,
     addressed to Sellers, substantially in the form attached
     hereto as Schedule 4.4(f);

          (g)  Good standing and tax certificates for Buyer and
     HON from the Secretary of State of Iowa, each dated not more
     than thirty (30) days prior to the Closing, together with
     facsimiles or telegrams, if available, or, if not, oral
     advice, as to good standing as of the Closing from each of
     such jurisdictions;

          (h)  An Incumbency Certificate of the officers of each
     of Buyer and HON;

          (i)  An Instrument of Assumption of the Assumed
     Liabilities, substantially in the form attached hereto as
     Schedule 4.4(i);

          (j)  The Convertible Debentures, in substantially the
     form attached hereto as Schedule 3.1(iii), duly executed on
     behalf of Buyer and issued to the persons set forth on
     Schedule 3.1(iii);

          (k)  A Guaranty, in substantially the form attached
     hereto as Schedule 4.4(k), duly executed on behalf of HON
     (the "HON Guaranty"); and

          (l)  Resolutions accepting the transfer of sponsorship
     of the Assumed Plan from AFC, and the Assumption Agreement
     dated as of the Closing transferring sponsorship of the
     Assumed Plan.
          
          4.5  Documents to be Delivered by Buyer and Sellers.
At the Closing, Buyer and Sellers shall execute and deliver (i) a
letter of credit in support or a guaranty of Sellers' obligations
under the loan to be made to Sellers referred to in Section
6.2(i), (ii) a reimbursement agreement, in form and substance
satisfactory to Buyer, obligating Sellers to reimburse Buyer for
any liabilities, obligations and costs it incurs, including
amounts paid to LaSalle Bank N.A., related to the transactions
contemplated by this Section 4.5, and (iii) a pledge agreement,
in form and substance satisfactory to Buyer, pledging such amount
of Convertible Debentures to Buyer as may be necessary to fully
secure Sellers' obligations under the documents described in this
Section 4.5.

          4.6  Other Documents to be Delivered.  At the Closing:

          (a)  Buyer shall execute and deliver an Employment and
     Non-Competition Agreement with each of Richard A. Grove,
     Jr., Philip T. Mercer ("Mercer"), James Setree and David E.
     Scott (the "Key Employees") in substantially the form
     attached hereto as Schedule 4.6(a) (each, an "Employment and
     Non-Competition Agreement").

          (b)  Each of Rodney A. Hempel, L. Denny Mercer,
     Philip F. Dwyer, Brenda Gay Mercer, Amy Lynn Doody and
     Michael D. Mercer shall execute and deliver a Non-
     Competition Agreement to the effect set forth in Section 7.8
     (each, a "Non-Competition Agreement".

          (c)  Each shareholder of the Asset Sellers shall
     execute and deliver a Guaranty Agreement substantially in
     the form attached hereto as Schedule 4.6(c) (each, a
     "Shareholder Guaranty").

          (d)  [Intentionally omitted]

          (e)  [Intentionally omitted]

          (f)  Wayne Newsome, president of H&H, shall execute and
     deliver to Buyer a consent to the assignment of the license
     agreement dated April 21, 1999 between Wayne Newsome and
     AFC.

          (g)  Sellers shall deliver such instruments of
     satisfaction, release, waiver and settlement relating to the
     acquisition and related agreements and instruments,
     including promissory notes and rights of first refusal, to
     which the Companies are a party as described on
     Schedule 4.6(g), including (i) payment of all promissory
     notes, (ii) payment and satisfaction of contingent purchase
     price agreements, (iii) releases of Liens on any Assets, and
     (iv) waiver of right of first refusal provisions.

          (h)  Deutsche Bank Securities Inc. shall deliver an
     executed commitment letter obligating it or one of its
     Affiliates to purchase the Buyer Note from Sellers on the
     Closing Date.
          
          (i)  HON, Buyer, Sellers, Ron F. Skoronski, Kirk R.
     Sorensen, Madison, FPSI, Minocqua, and the other parties
     listed on the signature page thereto shall execute and
     deliver a Securityholders' Agreement, in substantially the
     form attached hereto as Schedule 4.6(i).

           ARTICLE V.  REPRESENTATIONS AND WARRANTIES

          5.1  Joint and Several Representations and Warranties
of Sellers.  Subject only to those exceptions and qualifications
listed and described (including an identification by section
reference to the representations and warranties to which such
exceptions and qualifications relate) on the Schedules referred
to in this Section 5.1 and attached to this Agreement, Sellers
hereby jointly and severally represent and warrant to Buyer that:

          (a)  Organization and Standing; Power and Authority.
     Each Company is a corporation duly organized, validly
     existing and in good standing under the laws of the states
     described on Schedule 5.1(a), and has full corporate power
     and authority to operate its business, to own or lease its
     assets, to carry on its business as now being conducted, and
     to enter into and perform this Agreement and the
     transactions and other agreements and instruments
     contemplated by this Agreement.  Except as disclosed on the
     Schedule entitled "Affiliate Companies", the Companies have
     no subsidiary corporations, own no interest, direct or
     indirect, in any other business enterprise, firm or
     corporation, and are the only business enterprises, firms or
     corporations through which the Business (or any business
     competing with or similar to the Business) is conducted, or
     which owns, leases or uses assets related to the Business.
     Each Company is duly qualified or licensed to do business as
     a foreign corporation and is in good standing in each
     jurisdiction in which the failure to so qualify would have,
     or might reasonably be expected to have, individually or in
     the aggregate, a material adverse effect upon the condition
     (financial or otherwise), business, assets, properties or
     operations (a "Material Adverse Effect") of the Companies,
     taken as whole.  This Agreement and all other agreements and
     instruments executed and delivered or to be executed and
     delivered by any Person in connection herewith
     (collectively, the "Transaction Documents") to which any
     Seller is party have been, or upon execution thereof will
     be, duly executed and delivered by such Seller.  This
     Agreement and the transactions and other agreements and
     instruments contemplated hereby have been duly approved by
     the Directors and shareholders of each such Company, and
     constitute the valid and binding obligations of each Seller,
     enforceable in accordance with their respective terms.  Each
     Asset Seller represents and warrants that it has been duly
     authorized by its shareholders to make the agreements set
     forth in Section 7.8 and to bind all of its shareholders
     thereto.

          (b)  Articles and By-Laws.  The copies of the Articles
     of Incorporation and Bylaws of each Company heretofore
     delivered to Buyer are true, correct and complete.

          (c)  Conflicts; Defaults.  Neither the execution and
     delivery of this Agreement and the other agreements and
     instruments executed or to be executed in connection
     herewith by any Seller, nor the performance by Sellers of
     the transactions contemplated hereby or thereby, will
     (i) violate, conflict with, or constitute a default under,
     any of the terms of any Company's Articles of Incorporation
     or By-Laws, (ii) except for any default arising solely from
     the failure to obtain any Consent other than any Required
     Consent, violate, conflict with, or constitute a default
     under any provisions of, or result in the acceleration of
     any obligation under, (x) the Contracts, (y) any order,
     judgment or decree, relating to the Business or the Acquired
     Assets, or by which any Company or the Acquired Assets are
     bound, or (z) any contract, sales commitment, license,
     purchase order, security agreement, mortgage, note, deed,
     lien, lease, agreement or instrument, relating to the
     Business or the Acquired Assets, or by which any Company or
     the Acquired Assets are bound, which violation, conflict,
     default or acceleration described in this clause (z) would
     result in a Material Adverse Effect upon the Companies,
     taken as a whole, (iii) result in the creation or imposition
     of any Liens or restrictions, liens, encumbrances, claims
     (including any "adverse claim" as such term is defined in
     the Uniform Commercial Code), options, calls, pledges,
     trusts and other commitments, agreements or arrangements
     (collectively, "Claims") in favor of any third Person or
     entity upon any of the Acquired Assets, (iv) violate any
     law, statute, judgment, decree, order, rule or regulation of
     any Governmental Authority, (v) constitute an event which,
     after notice or lapse or time or both, would result in such
     violation, conflict, default, acceleration, or creation or
     imposition of Liens or Claims, (vi) constitute an event
     which, after notice of lapse of time or otherwise would
     create, or cause to be exercisable or enforceable, any
     option, agreement or right of any kind to purchase any of
     the Acquired Assets.  Except as set forth in the Schedule
     entitled "Assignment and Consents", no consent, novation,
     approval, filing or authorization will be required to be
     obtained or satisfied for the continued performance by Buyer
     following the Closing of any contract, agreement, commitment
     or undertaking included in the Acquired Assets.  No Company
     is in violation of or in default under its Articles of
     Incorporation or Bylaws.  No Company is in violation of or
     in default under or any provision of  (x) the Contracts, (y)
     any order, judgment or decree, relating to the Business, or
     the Acquired Assets, or by which any Company, or the
     Acquired Assets are bound, or (z) any contract, sales
     commitment, license, purchase order, security agreement,
     mortgage, note, deed, lien, lease, agreement or instrument,
     including without limitation, the Contracts, or any order,
     judgment or decree, relating to the Business or the Acquired
     Assets, or by which Sellers or the Acquired Assets is bound
     described in this clause (z), which violation or default
     would result in a Material Adverse Effect upon the
     Companies, taken as a whole, or in the payment of any
     monetary obligations or debts relating to the Business, and
     there exists no condition or event which, after notice or
     lapse of time or both, would result in any such violation or
     default.

          (d)  Acquired Assets; Title to the Acquired Assets.
     Except for the Retained Assets, the Acquired Assets are the
     only assets, properties, rights and interests used by the
     Companies in connection with the Business.  The Acquired
     Assets to be conveyed to Buyer under this Agreement,
     together with cash, constitute all of the assets,
     properties, rights and interests necessary to conduct the
     Business in substantially the same manner as conducted by
     the Companies prior to the date of this Agreement.  None of
     the Acquired Assets have any material defects or are in need
     of maintenance or repair, except for ordinary maintenance
     and repairs.  Each Company has good, marketable and
     exclusive title to, and the valid and enforceable power and
     unqualified right to use and transfer to Buyer, each of
     their respective Assets, including, without limitation, all
     dies, molds or other tooling or equipment use in the
     Business, whether located at the Companies' facilities or at
     the facilities of their Customers or suppliers, and the
     Acquired Assets (henceforth also referred to as the
     "Assets") are free and clear of all Liens and Claims of any
     kind or nature whatsoever, except for Permitted Liens and
     the Liens required to be released under Sections 3.2 and
     4.2(k).  The consummation of the transactions contemplated
     by this Agreement (including, without limitation, the
     transfer or assignment of the Acquired Assets, and all
     rights and interests therein, to Buyer as contemplated
     herein) will not adversely affect such title or rights, or
     any terms of the applicable agreements (whether written or
     oral) evidencing, creating or granting such title or rights.
     Except as otherwise disclosed in the Schedule entitled
     "Contracts", none of the Assets are subject to, or held
     under, any lease, mortgage, security agreement, conditional
     sales contract or other title retention agreement, or are
     other than in the sole possession and under the sole control
     of the Companies.  Each Company has the right under valid
     and existing leases to occupy, use or control all properties
     and assets leased by it.  The delivery to Buyer of the
     instruments of transfer of ownership contemplated by this
     Agreement will vest good, marketable and exclusive title (as
     to all Acquired Assets owned by an Asset Seller) or full
     right to possess and use (as to all Acquired Assets not
     owned by an Asset Seller) to the Acquired Assets in Buyer,
     free and clear of all Liens and Claims of any kind or nature
     whatsoever, except for current real estate Taxes or
     governmental charges or levies which are a Lien but not yet
     due and payable and Liens securing obligations under those
     installment contracts, capital leases or vehicle sales
     contracts that are disclosed on the Schedule entitled
     "Contracts" and that will be assumed by Buyer (collectively,
     "Permitted Liens").  The Schedule entitled "Fixed Assets"
     attached hereto contains true, correct and complete lists of
     all fixed assets with an individual net book value in excess
     of $10,000 used in connection with the Business as of the
     dates specified therein.  No Company owns or holds any
     marketable Securities.

          (e)  Real Property.  The Schedule entitled "Real Estate
     and Leases" attached hereto contains a true, correct and
     complete list of all instruments and agreements creating any
     interest or right in real property relating to the Business,
     or leased or occupied by any Company.  No Seller owns or has
     any rights to any fee interest in real property.  True,
     correct and complete copies of the instruments and
     agreements identified in such Schedule have been delivered
     to Buyer.  Each such instrument and agreement is in full
     force and effect and is a legal, binding, and enforceable
     obligation of the applicable Seller.  Each Company has the
     right to quiet enjoyment of all real property subject to
     leaseholds under any such instruments, for the full term of
     each such lease and, subject to proper exercise thereof, any
     renewal option related thereto.  There has been no
     disturbance of or challenge to any Company's quiet
     possession under each such lease, and no leasehold or other
     interest of any Company in such real property is subject to
     or subordinate to any Liens except  Permitted Liens.
     Neither the whole nor any portion of any real property
     leased or occupied by any Company has been condemned,
     requisitioned or otherwise taken by any Governmental
     Authority, and, to Sellers' knowledge, no such condemnation,
     requisition or taking is threatened or contemplated.  To
     Sellers' knowledge, no building, structure, fixture or
     appurtenance comprising part of the real properties of any
     Company has any material defects or is in need of
     maintenance or repair, except for ordinary maintenance and
     repairs.

          (f)  Leases.  Each Lease Agreement described on the
     Schedule entitled "Real Estate and Leases" has not been
     modified, altered, terminated or revoked, and is in full
     force and effect.  No Company, as the present tenant under
     its respective Lease Agreements, is in default under any of
     the terms of such Lease Agreements, and there are no
     existing facts or conditions which could give rise to any
     such default.  To Sellers' knowledge, the present lessors
     under the Lease Agreements, are not in default thereunder,
     or in breach thereof, and there are no existing facts or
     conditions which could give rise to any such breach or
     default.

          (g)  Contracts.  The Schedule entitled "Contracts"
     attached hereto contains a complete list or summary
     description of (i) each license, contract, agreement,
     commitment and undertaking (whether written or oral)
     (A) relating to the Business or to which any Company is a
     party (1) which involves the purchase of inventories or the
     sale of products, and involves aggregate future payments in
     excess of $50,000, or which extends for a period of more
     than one year, or (2) which does not involve the purchase of
     inventories or the sale of products, and involves aggregate
     future payments in excess of $50,000 or extends for a period
     of more than one year, (B) between any Company and any
     distributor, manufacturers' agent or selling agent used or
     retained in connection with the Business, or pursuant to
     which any Company sells or distributes Products, in each
     case described in this subsection (B) regardless of the size
     or term or such licenses, contracts, agreements, commitments
     and undertakings, (ii) each loan or credit agreement,
     promissory note, security agreement, guaranty, indenture,
     mortgage, pledge or other agreement or instrument evidencing
     indebtedness of any Company, or to which any Company is a
     party, (iii) any conditional sale or other title retention
     agreement, equipment obligation, or lease purchase agreement
     involving (in the aggregate) amounts annually in excess of
     $25,000 relating to any Company or the Business, or to which
     any Company is a party, (iv) any power of attorney given by
     any Company to any Person, firm or corporation or otherwise
     relating to the Business or the Assets, (v) any non-
     competition, restrictive covenant or other agreement that
     restricts any Company or any employee, consultant, agent or
     director of any Company from conducting the Business
     anywhere in the world, (vi) each contract, agreement,
     commitment or undertaking presently in effect, whether or
     not fully performed, between any Company and any current or
     former officer, director, consultant or other employee (or
     group thereof) retained or employed in connection with the
     Business, or any current or former shareholder (or group of
     shareholders) of any Company, (vii) any contract, agreement,
     commitment or undertaking evidencing the acquisition or
     disposition by any Company of any business, all or
     substantially all assets (other than Inventories in the
     normal and ordinary course of business), or shares of
     capital stock of any Person during the past five years or as
     to which any material obligation or liability (contingent or
     not) still exists, and (viii) any other contract, agreement,
     commitment or undertaking that is material to the condition
     (financial or otherwise), results of operations, properties,
     assets, liabilities or business of any Company or the
     Business (the items described in clauses (i) through (viii)
     being herein collectively referred to as the "Contracts").
     Each Company has performed all obligations required to be
     performed by it to date under the Contracts, and neither any
     Company nor, to Sellers' knowledge, any other party to any
     Contract has breached or improperly terminated any Contract
     by which it is bound, and there exists no condition or event
     which after notice or lapse of time or both, would
     constitute any such breach, termination or default by
     Sellers or, to Sellers' knowledge, by any other party.  No
     Company is a party to, and the Business does not involve,
     any contracts, agreements, commitments or undertakings which
     are subject to the Federal Acquisition Regulations,
     Chapter 48 of the Code of Federal Regulations and all agency
     supplements thereto, the Cost Accounting Standards set forth
     in Chapter 4 of the Code of Federal Regulations, or the Cost
     Principles set forth in Chapter 31 of the Code of Federal
     Regulations.  Each of the Contracts is in full force and
     effect, and is a legal, binding and enforceable obligation
     of or against Sellers, except as such enforceability may be
     limited by (i) bankruptcy, insolvency or similar laws
     affecting creditors' rights generally or (ii) general
     principles of equity, whether considered in a proceeding in
     equity or at law.

          (h)  Financial Statements.  Each Company has heretofore
     delivered to Buyer the following financial statements
     (collectively, together with the notes thereto and the
     financial statements to be delivered pursuant to
     Section 7.2(b), the "Financial Statements"):

               (i)  the unaudited Balance Sheet of such Company
                    (the "Unaudited Balance Sheet") as of
                    November 30, 1999 (the "Balance Sheet Date"),
                    and the unaudited Statement of Income of such
                    Company for the eleven (11) months ended
                    November 30, 1999 (collectively, the
                    "Unaudited Financial Statements");

               (ii) (A) the unaudited Balance Sheet of AFC as of
                    November 30, 1999, and the unaudited
                    Statement of Income for the eleven months
                    ended November 30, 1999; and the unaudited
                    Balance Sheet of H&H, and the unaudited
                    Statement of Income for the eleven months
                    ended November 30, 1999 (which includes
                    interim periods for predecessor companies,
                    Hearth & Home, Distributors, Inc. and
                    Hearth & Home Doors LLC); the audited Balance
                    Sheet of AFC as of December 31, 1998, the
                    audited Statement of Income for the year
                    ended December 31, 1998, and the audited
                    Statement of Cash Flows for the year ended
                    December 31, 1998, together with the
                    footnotes thereto and the report thereon by
                    C.W. Amos and Company LLC, certified public
                    accountants; the audited Balance Sheet of AFC
                    as of December 31, 1997, the audited
                    Statement of Income for the year ended
                    December 31, 1997, and the audited Statement
                    of Cash Flows for the year ended December 31,
                    1997, together with the footnotes thereto and
                    the report thereon by C.W. Amos and Company
                    LLC, certified public accountants; and the
                    audited Balance Sheet of AFC as of
                    December 31, 1996, the audited Statement of
                    Income for the year ended December 31, 1996,
                    and the audited Statement of Cash Flows for
                    the year ended December 31, 1996, together
                    with the footnotes thereto and the report
                    thereon by C.W. Amos and Company LLC,
                    certified public accountants, and (B) the
                    audited Balance Sheet of Hearth & Home
                    Distributors, Inc. as of March 31, 1998, the
                    audited Statement of Income for the year
                    ended March 31, 1998, and the audited
                    Statement of Cash Flows for the year ended
                    March 31, 1998, together with the footnotes
                    thereto and the report thereon by Weil,
                    Akman, Baylin & Coleman, P.A.; the audited
                    Balance Sheet of Hearth & Home Distributors,
                    Inc. as of March 31, 1997, the audited
                    Statement of Income for the year ended
                    March 31, 1997, and the audited Statement of
                    Cash Flows for the year ended March 31, 1997,
                    together with the footnotes thereto and the
                    report thereon by Weil, Akman, Baylin & Coleman, P.A.; and the audited Balance Sheet
                    of Hearth & Home Doors, LLC as of
                    December 31, 1996, the audited Statement of
                    Income for the year ended December 31, 1996,
                    and the audited Statement of Cash Flows for
                    the year ended December 31, 1996, together
                    with the footnotes thereto and the report
                    thereon by Weil, Akman, Baylin & Coleman,
                    P.A.; and

               (iii)Each of the Financial Statements was prepared
                    from the books and records kept by each
                    Company for the Business, and fairly
                    presents the financial position of each Company
                    as of such dates, and the results of each
                    Company's operations and each Company's cash flows
                    for the periods then ended in accordance
                    with generally accepted accounting principals
                    ("GAAP") consistently applied (except,
                    in the case of the Unaudited Financial Statements, 
                    for normally recurring year-end adjustments, which 
                    adjustments will not be material, either individually 
                    or in the aggregate) and without footnote disclosures, 
                    and the related internal accounting practices and
                    policies of such Company disclosed on the Schedule
                    entitled "Financial Statements" or in the notes to 
                    the Audited Financial Statements (the "Accounting 
                    Practices").  Except as set forth in the Schedule 
                    entitled "Changes in Circumstances" or the Financial
                    Statements, since the Balance Sheet Date, (x) the
                    Companies' business, working capital and cash
                    flow have been managed and operated in
                    the ordinary and normal course of business
                    consistent with past practice, (y) neither
                    the Companies nor any of their affiliates
                    have accelerated or materially altered the
                    collection or management of any Accounts
                    Receivable, or extended the payment term of
                    or materially altered any Assumed Liabilities, 
                    including, without limitation, account payables 
                    and expenses of the Companies, and (z) there has 
                    been no material adverse change in the condition
                    (financial or otherwise), results of operations,
                    properties, assets, liabilities or business
                    of any Company or the Business, nor has there
                    been any event or condition of any character
                    which has materially and adversely affected,
                    or which would reasonably be expected to
                    materially and adversely affect, the
                    condition (financial or otherwise), results
                    of operations, properties, assets, liabilities or 
                    business of any Company (other than as a result 
                    of any matter set forth in the proviso to 
                    Section 6.1(c)).  The Unaudited Balance Sheet 
                    reflects all properties and assets, real, personal or
                    mixed, that are currently used in connection
                    with each Company's Business and which would
                    be required under GAAP to be shown in the
                    Financial Statements, except for (A) inventory 
                    purchased or sold consistent with past practice 
                    and in the ordinary and normal course of business 
                    since the Balance Sheet Date, (B) other immaterial
                    properties and assets (other than capital assets)
                    purchased or sold since the Balance Sheet
                    Date consistent with past practice and in the
                    ordinary and normal course of business,
                    (C) capital assets purchased since the
                    Balance Sheet Date in the ordinary course of
                    business consistent with past practice, and
                    (D) purchase commitments that are for
                    immaterial properties and assets or are
                    disclosed on the Schedule entitled "Liabilities".

          (i)  Liabilities.  Except as disclosed in paragraphs 1
     or 4 of  the Schedule entitled "Changes in Circumstances",
     no Company has any liabilities or obligations of any nature
     whatsoever, whether absolute, accrued, contingent or
     otherwise, and whether known or unknown, including, without
     limitation, liabilities for Taxes, forward or long-term
     commitments, or unrealized or anticipated losses from any
     unfavorable conditions or occurrences, or from write-downs
     or write-offs of assets (including Inventories and Accounts
     Receivable), except for those (i) reflected or reserved on
     the Unaudited Balance Sheet, (ii) incurred or accrued since
     the Balance Sheet Date in the ordinary and normal course of
     the Companies' business in transactions in the ordinary and
     normal course, consistent with past practice, which
     transactions are consistent with the representations,
     warranties, covenants, obligations and agreements contained
     in this Agreement, (iii) arising, in the ordinary course of
     business, under Contracts (exclusive of any liabilities or
     obligations arising from breaches or defaults by any
     Company), or (iv) set forth on Schedule 2.1(b) attached
     hereto.

          (j)  Accounts Receivable; Collection; Trade Payables.
     Except for Accounts Receivable with respect to which
     applicable reserves are set forth on the Unaudited Balance
     Sheet, all Accounts Receivable included in the Assets and
     outstanding as of the Closing Date will represent sales
     actually made in the ordinary and normal course of business.
     To Sellers' knowledge, other than as provided for in
     reserves as contemplated above, there are no counterclaims
     or setoffs against (or any basis therefor), or any other
     matter or condition likely to interfere with full and timely
     collection of, any of such Accounts Receivable.  The
     Schedule entitled "Accounts Receivable" sets forth an aged
     listing by Customer of the Accounts Receivable included in
     the Assets that are outstanding as of January 6, 2000.  No
     Company has experienced or suffered undue delay in its
     payment of its liabilities and obligations to its trade
     creditors (including suppliers) or trade debt.

          (k)  Inventories.  Except as set forth in the Schedule
     entitled "Financial Statements", the value at which the
     Inventory included in the Assets is carried on the Unaudited
     Balance Sheet reflects the lower of cost or market value or
     as otherwise described in the notes to the Financial
     Statements and reflects writeoffs or writedowns for damaged
     or obsolete items, or items of below standard quality, in
     accordance with the historical inventory policy and
     practices of the Companies, a complete and accurate
     description of which is included in the description of the
     Accounting Practices set forth in the Schedule entitled
     "Financial Statements".  The Inventory, taken as a whole,
     included in the Assets is not (as of the date hereof) and
     will not be (as of the Closing Date) excessive in kind or
     amount in light of the ordinary and normal course of conduct
     and reasonably anticipated needs of the Business.

          (l)  Litigation.  Except as set forth on the Schedule
     entitled "Litigation", no Company is subject to any order
     of, or written agreement or memorandum or understanding
     with, any Governmental Authority, and there exists no
     litigation, action, suit, claim or proceeding pending, or,
     to Sellers' knowledge, any litigation, action, suit,
     investigation, claim or proceeding threatened against or
     affecting any Company, the Business or the Assets, or which
     would affect the transactions contemplated by this
     Agreement, at law or in equity or before any Governmental
     Authority, including, without limitation, claims for product
     warranty, product liability, antitrust, unfair competition,
     price discrimination or other liability or obligation
     relating to Products, whether manufactured, installed or
     sold by any Company, any of its Affiliates or any of their
     respective predecessors-in-interest in respect of the
     Business, or which would adversely affect the transactions
     contemplated by this Agreement, and, to Sellers' knowledge,
     no one has grounds to assert any such litigation, action,
     suit, claim or proceeding.  Set forth on the Schedule
     entitled "Litigation" is a description of (i) all
     litigation, actions, suits, investigations, claims and
     proceedings asserted, brought or threatened against any
     Company or its Affiliates or predecessors-in-interest in
     respect of the Business during the three-year period
     preceding the date hereof, together with a description of
     the outcome or present status thereof, and (ii) all
     judgments, orders, decrees, writs or injunctions entered
     into by, in favor of, or against any Company.

          (m)  Customers and Suppliers.  No Company is involved
     in any material controversy with any of the customers or
     suppliers to the Business.  The Schedule entitled "Customers
     and Suppliers" sets forth a true, correct and complete list
     of each of the Companies' (i) 20 largest customers in terms
     of sales during the twelve (12)-month period ended December,
     1999 and (ii) suppliers that, during the twelve (12) months
     ended December, 1999, individually accounted for $200,000 or
     more of orders for the purchase of raw materials, supplies,
     equipment or parts.  Except for the customers and suppliers
     named in the Schedule entitled "Customers and Suppliers",
     the Companies have not had any customer who accounted for
     more than 5% of the Companies' sales during the period from
     January to December 1999, or any supplier from whom the
     Companies purchased more than 5% of the goods or services
     purchased during the period from January to December 1999.
     Except as otherwise disclosed in the Schedule entitled
     "Contracts", no Company has been advised by any such
     customer or supplier, that such customer or supplier was or
     is intending to terminate its relationship with such Company
     or would not continue to purchase supplies or services for
     future periods on account of any dissatisfaction with such
     Company's performance.  All business placed by all employees
     of each Company has been placed in the name of such Company,
     and all fees on such business have been paid to and are the
     property of such Company.

          (n)  Regulatory Compliance.  Except as set forth on the
     Schedule entitled "Litigation", the Business has been
     conducted, all Assets have been maintained and each Company
     is currently in compliance with all applicable Laws
     (including, without limitation, all laws relating to zoning,
     building codes, civil rights, occupational health and
     safety, antitrust, consumer protection, currency exchange,
     equal opportunity, pensions, securities and trading-with-the-
     enemy), except to the extent that failure to comply would
     not, individually or in the aggregate, result in a Material
     Adverse Effect upon the Companies, taken as a whole, and no
     material expenditures are or will be required to comply with
     any such laws, regulations and orders of Governmental
     Authorities.  No Company is in default under, and no event
     has occurred which, with the lapse of time or action by a
     third party, could result in default under, the terms of any
     judgment, decree, order, writ or injunction of any
     Governmental Authority, whether at law or in equity, to
     which such Company is a party.

          (o)  Brokers, Finders and Agents.  No Company is
     directly or indirectly obligated to anyone acting as a
     broker, finder or in any other similar capacity in
     connection with this Agreement or the transactions
     contemplated hereby, except as provided in Section 9.2.

          (p)  Intellectual Property.  The Schedule entitled
     "Intellectual Property" attached hereto sets forth a
     complete and correct list (with an indication of the record
     owner and identifying number) of all patents, trademarks,
     service marks, trade names, domain names and copyrights for
     which registrations have been obtained (and all applications
     for, or extensions or reissuances of, any of the foregoing)
     which are or have been used in the conduct of, or which
     relate to, the Business or which are owned by any Company.
     True, correct and complete copies of such patents,
     trademarks, service marks, trade names, domain names and
     copyrights (and all applications for, or extensions or
     reissuances of, any of the foregoing) identified on such
     Schedule have been delivered to Buyer.  Except as otherwise
     disclosed in the Schedule entitled "Intellectual Property",
     each Company is the sole owner and has the exclusive right
     to use, free and clear of any payment, restriction or
     encumbrance, all such patents, trademarks, service marks,
     trade names, domain names and copyrights listed on such
     Schedule under such Company's name.  Except patents and
     trademarks owned by R. Wayne Newsome and licensed to Sellers
     pursuant to the license agreement to be assigned to Buyer
     pursuant to Section 4.6(f), no patents, trademarks, service
     marks, trade names, domain names and copyrights (or
     applications for, or extensions or reissuances of any of the
     foregoing) which are or have been used in the conduct of, or
     which relate to, the Business are owned otherwise than by
     such Company.  There is no claim or demand of any Person
     pertaining to, or any proceedings which are pending or, to
     Sellers' knowledge, threatened, which challenge (i) the
     exclusive rights of the Companies in respect of any patents,
     trademarks, service marks, trade names, domain names or
     copyrights (or applications for, or extensions or
     reissuances of, any of the foregoing) which are or have been
     used in the conduct of, or which relate to, the Business or
     which are owned by such Company, or (ii) the rights of any
     Company in respect of any processes, formulas, confidential
     information, trade secrets, know-how, engineering data,
     technology or other intellectual property (including the
     Intangibles) which are or have been used in the conduct of,
     or which relate to, the Business or which are owned by such
     Company.  No patent, trademark, service mark, trade name,
     domain name, copyright, process, formulas, confidential
     information, trade secret, know-how, engineering data,
     technology or other intellectual property (including the
     Intangibles) which is owned by any Company or which is or
     has been used in the conduct of, or which relates to, the
     Business is subject to any outstanding order, ruling,
     decree, judgment or stipulation by or with any Governmental
     Authority or any contract, agreement, commitment or
     undertaking with any Person, or infringes or, to Sellers'
     knowledge, is being infringed by others or is used by others
     (whether or not such use constitutes infringement).  To
     Sellers' knowledge, the Business does not involve employment
     of any Person in a manner which violates any non-competition
     or non-disclosure agreement which such Person entered into
     in connection with any former employment.  Except patents
     and trademarks owned by R. Wayne Newsome and licensed to
     Sellers pursuant to the license agreement to be assigned to
     Buyer pursuant to Section 4.6(f), all patents, trademarks,
     service marks, trade names, domain names or copyrights (or
     applications for, or extensions or reissuances of, any of
     the foregoing) or processes, formulas, confidential
     information, trade secrets, know-how, engineering data,
     technology or other intellectual property, or rights
     thereto, owned or held, directly or indirectly by any
     officer, director, shareholder, employee or any Affiliate of
     any Company or any Seller have been, or prior to the Closing
     Date will have been, duly and effectively transferred to the
     Companies.  Set forth on the Schedule entitled "Intellectual
     Property" is a description all litigation, actions, suits,
     investigations, claims and proceedings, asserted, brought or
     threatened against the Company within the three (3) years
     preceding the date hereof, together with a description of
     the outcome or present status thereof, relating to any
     patent, trademark, service mark, trade name, domain name,
     copyright, process, formula, confidential information, trade
     secret, know-how, engineering data, technology or other
     intellectual property.

          (q)  Permits.  The Schedule entitled "Permits" attached
     hereto contains a true, correct and complete list of all
     Permits issued to any Company.  Each Company has, and is in
     full compliance with, all Permits which are necessary or
     required for the operation of the Business as it is
     currently being operated and its present activities on its
     properties and facilities, all of which Permits are in full
     force and effect, except to the extent (i) detailed on the
     Schedule entitled "Permits" (all of which such Permits not
     in full force and effect at Closing will be obtained, at
     Sellers' sole cost and expense, within ninety (90) days of
     Closing) or (ii) that failure to obtain such Permits or so
     comply would not, individually or in the aggregate, result
     in a Material Adverse Effect upon the Companies, taken as a
     whole.  No Company's operation of the Business during the
     pendency of its applications, if any, for Permits violates
     any law, regulation or order of any Governmental Authority.

          (r)  Employee Relations; Collective Bargaining
     Agreements.  There are no material controversies, including
     strikes, disputes, slowdowns or work stoppages, pending, or
     to Sellers' knowledge, threatened which involve any
     employees of any Company.  Each Company has complied and is
     complying with all Laws relating to the employment of labor,
     including, without limitation, any provision thereof
     relating to wages, hours, collective bargaining, employee
     health, safety and welfare, and the payment of social
     security and similar taxes,  except to the extent that
     failure to comply would not, individually or in the
     aggregate, result in a Material Adverse Effect upon the
     Companies, taken as a whole.  No Company has experienced any
     material labor difficulties, including, without limitation,
     strikes, slowdowns, or work stoppages, within the five-year
     period preceding the date hereof.   No Company is a party to
     any collective bargaining or union contract, and to Sellers'
     knowledge, there exists no current union organizational
     effort with respect to any Company's employees.

          (s)  Employees and Employee Plans.  (1) Except as set
     forth on Schedule 5.1(s)(2), no Company is or was a party
     to, maintains or has maintained, or contributes or has
     contributed to, any (A) severance or employment agreement
     with any current or former director, officer or employee,
     (B) severance plan, program, policy or arrangement, (C) plan
     or arrangement relating to its current or former directors,
     officers or employees which contains change in control
     provisions, (D) any Employee Plan, or (E) any collective
     bargaining agreement or consulting agreement (clauses (A)
     through (E) are, collectively, the "Company Plans"), nor has
     any such Company or any officers or directors of any such
     Company, taken any action directly or indirectly which
     obligates such Company to institute or modify or change any
     such Company Plan, any change in any actuarial or other
     assumption used to calculate funding obligations with
     respect to any Company Plan, or any change in the manner in
     which contributions to any Company Plan are made or the
     basis on which such contributions are determined.

               (2)  Schedule 5.1(s)(2) lists each Company Plan.
          True, complete and correct copies of each Company Plan
          and summary plan description, the most recent Internal
          Revenue Service determination letters, the most recent
          annual reports on Internal Revenue Service Form 5500
          and actuarial reports, if applicable, and if not
          applicable, statement of trust assets, have been made
          available and delivered to Buyer.

               (3)  With respect to each Company Plan, and to any
          other employee benefit plan, program, agreement or
          arrangement to which a Company or any other trade or
          business, whether or not incorporated (an "ERISA
          Affiliate"), that together with such Company would be
          deemed a "single employer" within the meaning of
          Section 414(b), (c), (m) or (o) of the Internal Revenue
          Code of 1986, as amended (the "Code"), has made, or was
          required to make, contributions at any time prior to
          the date hereof, no event has occurred, and to Seller's
          knowledge there exists no condition or set of
          circumstances, in connection with which any such
          Company could be subject to any liability under ERISA,
          the Code or any other applicable law.

               (4)  Each Company Plan has been administered in
          accordance with its terms, and each Company Plan has
          been operated and is in compliance with the applicable
          provisions of ERISA, the Code and all other applicable
          laws.  Each Company Plan that is intended to be
          qualified under Section 401(a) or 401(k) of the Code is
          so qualified and has received a favorable determination
          letter from the Internal Revenue Service (the "IRS")
          with respect to its qualified status covering the Tax
          Reform Act of 1986 and any other legislation for which
          the applicable remedial amendment period has expired,
          and each trust established in connection with any
          Company Plan that is intended to be exempt from federal
          income taxation under Section 501(a) of the Code has
          received a determination letter from the IRS that such
          trust is so exempt, and no fact or event has occurred
          since the date of any determination letter from the IRS
          which is reasonably likely to adversely affect the
          qualified status of any such Company Plan or the exempt
          status of any such trust.  There are no pending or
          threatened or anticipated claims, investigations or
          audits under or with respect to any Company Plan by or
          on behalf of any current or former director, officer or
          employee, or dependent or beneficiary thereof, or
          otherwise (other than routine claims for benefits).
          All contributions required to be made by each Company
          under applicable Law or the terms of any Company Plan
          or collective bargaining agreement as of the Closing
          Date have been made as of such date.

               (5)  No Company Plan is, and no Company or ERISA
          Affiliate has ever maintained or contributed to, (i) a
          "defined benefit plan"(as defined in Section 3(35) of
          ERISA), (ii) a "multiemployer plan" within the meaning
          of Section 3(37) of ERISA, (iii) a "multiple employer
          plan" within the meaning of Code Section 413 or a
          "multiple employer welfare arrangement" within the
          meaning of Section 3(40) of ERISA, or (iv) a "welfare
          benefit fund" as defined in Section 419(e) of the Code.

               (6)  Except as disclosed on Schedule 5.1(s)(2), no
          Company Plan provides medical, life or other welfare
          benefits (whether or not insured), with respect to any
          current or former employee of any Company after
          retirement or other termination of service (other than
          coverage mandated by applicable law).  With respect to
          any contract or arrangement with an insurance company
          providing funding under any Company Plan, there is no
          material liability for any retroactive rate adjustment.
          Each Company has the right to amend or terminate its
          participation with respect to each Company Plan which
          it maintains or in which participates.  Each Company
          Plan that is a "group health plan," as defined in
          Section 5000 of the Code has been operated in
          compliance with Section 4980B of the Code and the
          secondary payor requirements of Section 1862(b) of the
          Social Security Act.

               (7)  Except as disclosed on Schedule 5.1(s)(2), no
          current or former employee of any Company will be
          entitled to any payment, additional benefits or any
          acceleration of the time of payment or vesting of any
          benefits under any Company Plan as a result of the
          transactions contemplated by this Agreement (either
          alone or in conjunction with any other event such as a
          termination of employment) and no trustee under any
          "rabbi trust" or similar arrangement in connection with
          any Company Plan will be entitled to any payment as a
          result of the transactions contemplated by this
          Agreement.

               (8)  None of the Companies or any of their current
          or former directors, officers, employees or any other
          "fiduciary", as such term is defined in Section 3(21)
          of ERISA, has committed any breach of fiduciary
          responsibility imposed by ERISA or any other applicable
          law with respect to the Company Plans which would
          subject Buyer, any Company or any of their respective
          directors, officers or employees to any material
          liability under ERISA or any applicable law.

               (9)  None of the Companies has incurred any
          liability under Title IV of ERISA, any lien under Code
          Section 401(a)(29) or any material liability for any
          tax or civil penalty imposed by Sections 4971, 4975 or
          4976 of the Code or Section 502 of ERISA and no
          condition or set of circumstances exists that presents
          a risk to any of the Companies of incurring any such
          lien or liability.

               (10) Each Company (A) is in compliance in all
          material respects with all applicable laws respecting
          employment, employment practices, terms and conditions
          of employment and wages and hours (including, but not
          limited to, WARN, the Age Discrimination in Employment
          Act, as amended, the Civil Rights Act of 1964, as
          amended, the Equal Pay Act, the Occupational Safety and
          Health Act, the Fair Labor Standards Act, the Americans
          with Disability Act of 1990, the Family and Medical
          Leave Act of 1993, the Immigration and Nationality Act
          of 1952, as amended by the Immigration Reform and
          Control Act of 1986 and the regulations promulgated
          thereunder, and any other federal, state or local law
          regulating employment or protecting employee rights),
          in each case, with respect to current and former
          employees and independent contractors of the Company,
          (B) has withheld all material amounts required by
          applicable laws or by agreement to be withheld from the
          wages, salaries and other payments to such current and
          former employees and independent contractors, (C) is
          not liable for any arrears of wages or any taxes or any
          penalty for failure to comply with any of the
          foregoing, and (D) is not liable for any payment to any
          trust or other fund or to any governmental entity with
          respect to unemployment compensation benefits, workers
          compensation, social security or other benefits for
          current or former employees and independent contractors
          of any Company.

               (11) Except as provided on Schedule 5.1(s)(2),
          each Company Plan covers only those employees who are
          employed by a Company (and their eligible spouses and
          beneficiaries), except for persons covered for medical
          benefits under an employee welfare benefit plan
          pursuant to COBRA (as hereinafter defined).

          (t)  Environmental and Safety Compliance.

               (i)  General.  Except as disclosed on the Schedule
          entitled "Environmental Matters", no Company, nor, to
          Sellers' knowledge, any other previous owner, tenant,
          occupant or user of the real property, including Leased
          Property, listed on the Schedule entitled "Real Estate
          and Leases," (hereinafter collectively referred to as
          the "Property") nor, to Sellers' knowledge, any other
          Person, has engaged in or permitted any operations or
          activities upon, or any use or occupancy of the
          Property, or any portion thereof, resulting in the
          emission, release, discharge, transport, dumping or
          disposal of any Hazardous Materials (as hereinafter
          defined) on, from, under, in or about the Property,
          nor, to Sellers' knowledge, have any Hazardous
          Materials migrated or been transported from the
          Property to, upon, about or beneath other properties,
          nor, to Sellers' knowledge, have any Hazardous
          Materials migrated or been transported or threatened to
          migrate or be transported from other properties to,
          upon, about or beneath the Property.

               (ii) Specific Environmental Representations and
          Warranties.  Except as specified in the Schedule
          entitled "Environmental Matters":

          (A)  To Sellers' knowledge, there is not, nor has there
               been, constructed, placed, deposited, stored,
               disposed of or located on the Property any
               asbestos in any form which has become friable.

          (B)  To Sellers' knowledge, no underground
               improvements, including but not limited to
               treatment or storage tanks, sumps, or water, gas
               or oil wells, are or have been located on the
               Property.

          (C)  To Sellers' knowledge, there are no
               polychlorinated biphenyls (PCBs) or transformers,
               capacitors, ballasts, or other equipment which
               contains dielectric fluid containing PCBs at
               levels in excess of fifty parts per million
               (50ppm) constructed, placed, deposited, stored,
               disposed of or located on the Property.

          (D)  The Property and its existing uses and activities
               and, to Sellers' knowledge, its prior uses and
               activities, comply and have at all times complied
               in all material respects with all Environmental
               Requirements (as hereinafter defined), and each
               Company has obtained all Permits necessary under
               applicable Environmental Requirements, except to
               the extent that failure to comply or obtain such
               Permits would not, individually or in the
               aggregate, result in a Material Adverse Effect
               upon the Companies, taken as a whole.

          (E)  No Company, nor to Sellers' knowledge, any prior
               owner or occupant of the Property, has received
               any notice or other communication concerning any
               alleged violation of Environmental Requirements,
               whether or not corrected to the satisfaction of
               the appropriate authority, nor any notice or other
               communication concerning alleged liability for
               Environmental Damages in connection with the
               Property, and there exists no judgment, decree,
               order, writ or injunction outstanding, nor any
               litigation, action, suit, claim (including
               citation or directive) or proceeding pending or,
               to the Sellers' knowledge, any litigation, action,
               suit, investigation, claim or proceeding
               threatened, relating to the ownership, use,
               maintenance or operation of the Property by any
               Person, or from the alleged violation of
               Environmental Requirements, or from the suspected
               presence of quantities of Hazardous Material
               thereon or potential migration thereto, nor, to
               Sellers' knowledge, are there any existing facts
               or conditions which could give rise to any such
               violation or liabilities.

               (iii)Definitions.

          (A)  For purposes of this Section 5.1(t), the term
               "Hazardous Material" means any substance:

               (1)  the presence of which requires investigation
                    or remediation under any federal, state or
                    local statute, regulation, ordinance, order,
                    action, policy or common law; or

               (2)  which is or has been identified as a
                    potential "hazardous waste," "hazardous
                    substance," pollutant or contaminant under
                    any federal, applicable state or local
                    statute, regulation, rule or ordinance or
                    amendments thereto including, without
                    limitation, the Comprehensive Environmental
                    Response, Compensation and Liability Act (42
                    U.S.C. Sections 9601 et seq.) and/or the Resource
                    Conservation and Recovery Act (42 U.S.C.
                    Sections 6901 et seq.); or

               (3)  which is toxic, explosive, corrosive,
                    flammable, infectious, radioactive,
                    carcinogenic, mutagenic, reactive, or
                    otherwise hazardous and has been identified
                    as regulated by any Governmental Authority.

          (B)  For purposes of this Section 5.1(t) the term
               "Environmental Requirements" means all applicable
               Laws, Permits and similar items of all
               Governmental Authorities and all applicable
               judicial, administrative, and regulatory
               judgments, decrees, orders, writs or injunctions
               relating to the protection of human health or the
               environment, including, without limitation:

               (1)  All requirements pertaining to reporting,
                    licensing, permitting, investigation, and
                    remediation of emissions, discharges,
                    releases, or threatened releases of Hazardous
                    Materials;

               (2)  All requirements pertaining to the protection
                    of the health and safety of employees or the
                    public; and

               (3)  All other limitations, restrictions,
                    conditions, standards, prohibitions,
                    obligations, schedules and timetables
                    contained therein or in any notice or demand
                    letter issued, entered, promulgated or
                    approved thereunder.

          (C)  For purposes of this Section 5.1(t), the term
               "Environmental Damages" means any and all
               Liabilities (as defined in Section 11.1) which are
               incurred at any time as a result of the existence
               or disposal prior to Closing of Hazardous Material
               upon, about, from, beneath the Property or
               migrating or threatening to migrate to or from the
               Property, or the existence of a violation of
               Environmental Requirements pertaining to the
               Property, regardless of whether the existence of
               such Hazardous Material or the violation of
               Environmental Requirements arose prior to the
               present ownership or operation of the Property,
               and including without limitation:

               (1)  Damages for personal injury, or injury to
                    property or natural resources occurring upon
                    or off of the Property, foreseeable or
                    unforeseeable, including, without limitation,
                    lost profits, consequential damages, the cost
                    of demolition and rebuilding of any
                    improvements on real property, interest and
                    penalties;

               (2)  Fees incurred for the services of attorneys,
                    consultants, contractors, experts,
                    laboratories and all other costs incurred in
                    connection with the investigation or
                    remediation of such Hazardous Materials or
                    violation of Environmental Requirements
                    including, but not limited to, the
                    preparation of any feasibility studies or
                    reports or the performance of any cleanup,
                    remediation, removal, response, abatement,
                    containment, closure, restoration or
                    monitoring work required by any Governmental
                    Authority, or reasonably necessary to make
                    full economic use of the Property or any
                    other property in a manner consistent with
                    its intended use or otherwise expended in
                    connection with such conditions, and
                    including without limitation any attorneys'
                    fees, costs and expenses incurred in
                    enforcing this Agreement or collecting any
                    sums due hereunder;

               (3)  Liability to any third Person or Governmental
                    Authority to indemnify such Person or agency
                    for costs expended in connection with the
                    items referenced in subparagraph (C)(2) of
                    this Section 5.1(t); and

               (4)  Diminution of the value of the Property, and
                    damages for the loss of business and
                    restriction on the use of or adverse impact
                    on the marketing of rentable or usable space
                    or of any amenity of the Property.

          (u)  Changes in Circumstances.  Except as disclosed in
     the Schedule entitled "Changes in Circumstances", since the
     Balance Sheet Date no Company has (i) sold, transferred or
     otherwise disposed of any properties or assets (including
     the Assets) outside the ordinary and normal course of
     business or to any Affiliate of any Company; (ii) mortgaged,
     pledged or subjected to any Lien, any of the Assets;
     (iii) acquired any property or assets (including the Assets)
     outside the ordinary and normal course of business or from
     any Affiliate of any Company; (iv) sustained any material
     damage, loss or destruction of or to the Assets (whether or
     not covered by insurance); (v) entered into any transaction
     or otherwise conducted the Business other than in the
     ordinary and normal course; (vi) except as disclosed on the
     Schedule entitled "Employee Benefits", granted any salary
     increase or bonus or permitted any advance to any officer,
     director or employee, instituted or granted any general
     salary increase to the employees of any Company or entered
     into any new, or altered or amended any existing, Employee
     Plan or any employment or consulting agreement; (vii) made
     any borrowing, whether or not in the ordinary and normal
     course of business, issued any commercial paper or
     refinanced any existing borrowings (other than Retained
     Liabilities representing amounts drawn on existing lines of
     credit or similar extensions of credit disclosed on the
     Schedule entitled "Changes in Circumstances"); (viii) paid
     any obligation or liability (fixed or contingent), other
     than in the ordinary and normal course of business,
     discharged or satisfied any Lien, or settled any claim,
     liability or suit pending or threatened; (ix) entered into
     any licenses or leases other than in the ordinary and normal
     course of business; (x) made any loans or gifts other than
     in the ordinary and normal course of business;
     (xi) modified, amended, canceled or terminated any contracts
     or commitments under circumstances that have had or could
     reasonably be expected to have, a Material Adverse Effect
     upon the Companies, taken as a whole; (xii) declared or
     paid, or become obligated to declare or pay, any dividend or
     disbursed or become obligated to disburse cash except in the
     ordinary and normal course; (xiii) made capital expenditures
     or commitments other than in the ordinary course of business
     consistent with past practice for additions to property,
     plant or equipment; (xiv) written down the value of any
     Inventory or written off as uncollectible any notes or
     Accounts Receivable or any portion thereof; (xv) canceled
     any other debts or claims or waived any rights of
     substantial value; (xvi) made any material change in any
     method of accounting or accounting practice; (xvii) paid,
     accrued or incurred any management or similar fees to any
     Related Party (as hereinafter defined) or made any other
     payment or incurred any other liability to a Related Party
     or paid any amounts to or in respect of, or sold or
     transferred any assets to, any company or other entity, a
     substantial portion of the equity ownership interest of
     which is owned by any Company, any Seller or a Related Party
     individually or as a group; (xviii) taken or omitted to take
     any action which would cause to be breached, or might result
     in a breach of, any of the representations, warranties,
     covenants, obligations and agreements of any Seller
     contained in Sections 5.1(e), (f), (g), (s) or (z) if the
     same were made anew immediately after such act or omission;
     or (xix) agreed to, or obligated itself to, do anything
     identified in (i) through (xviii) above.  For purposes of
     this Agreement, a "Related Party" is any trust, corporation,
     partnership, limited liability company or other entity in
     which any Seller or any of their Affiliates has a material
     interest.

          (v)  Taxes.  Except as set forth on Schedule 5.1(v)
     attached hereto:

               (i)  Each Company has prepared in good faith and
                    duly filed or caused to be duly filed all Tax
                    Returns (including without limitation in
                    respect of estimated Taxes) required to be
                    filed by it with the appropriate Governmental
                    Authorities, or requests for extensions to
                    file such Tax Returns have been timely filed
                    and granted and have not expired.  All such
                    Tax Returns were at the time of filing and
                    are as of the date hereof true, correct and
                    complete in all material respects.  All Taxes
                    owed by each Company have been paid within
                    the time and in the manner prescribed by law.

               (ii) No claim has ever been made by a Taxing
                    authority in a jurisdiction where any Company
                    has never filed a Tax Return that any Company
                    is or may be subject to taxation by that
                    jurisdiction.  The attached Schedule 5.1(v)
                    sets forth each state, local and foreign
                    jurisdiction in which each Company (i) filed
                    an income or franchise Tax Return, whether on
                    a consolidated, combined or separate return
                    basis, during the five year-period ended
                    December 31, 1998, or (ii) collected or
                    remitted any sales and/or use Taxes during
                    the five-year period ended December 31, 1998.

               (iii)The Financial Statements reflect an adequate
                    reserve in accordance with GAAP consistently
                    applied for all Taxes payable by each Company
                    for all Taxable periods and portions thereof
                    accrued through the respective dates of such
                    Financial Statements.  Any Taxes incurred or
                    accrued by each Company since the Balance
                    Sheet Date have arisen in the ordinary and
                    usual course of business determined in the
                    same manner as for the most recent taxable
                    period ending on or before such date.  All
                    deficiencies for any Taxes that have been
                    assessed against each Company have been fully
                    paid, or are fully reflected as a liability
                    in such Financial Statements in accordance
                    with GAAP, or are being contested and an
                    adequate reserve therefor has been established 
                    and is fully reflected in such Financial Statements.

               (iv) No Company is a party to any pending audit,
                    examination, action or proceeding for the
                    assessment or collection of any Taxes, nor,
                    to Sellers' knowledge, is any such audit,
                    examination, action or proceeding threatened.

               (v)  There are no Liens for Taxes (other than for
                    current Taxes not yet due and payable) on the
                    assets of any Company.

               (vi) No issue has been raised by the IRS or any
                    other applicable taxing authority in any
                    examination of the federal, state, local or
                    foreign income Tax Returns of any Company
                    which, by application of the same or similar
                    principles, reasonably could be expected to
                    result in a proposed deficiency for any other
                    period not so examined.  No Company is
                    subject to any agreements, waivers or other
                    arrangements extending the statute of
                    limitations for the assessment, collection or
                    levy of any Taxes for any Taxable year or
                    other period.  Copies of all income or
                    informational income Tax Returns of each
                    Company filed for each of the past three (3)
                    Taxable years have heretofore been delivered
                    to Buyer and all such Tax Returns are listed
                    on the attached Schedule 5.1(v).

               (vii)Copies of all Tax agreements (including,
                    without limitation, agreements providing for
                    the allocation or sharing of or
                    indemnification with respect to Taxes) to
                    which any Company is a party, including any
                    novations, transfers or assignments thereof,
                    have heretofore been delivered to Buyer, and
                    all such agreements are listed on the
                    attached Schedule 5.1(v).

               (viii)[Intentionally omitted]

               (ix) No Company has made any payments, is
                    obligated to make any payments, or is a party
                    to any agreement that could obligate it to
                    make any payments, the deductibility of which
                    would be disallowed (in whole or in part)
                    under Section 280G of the Code.

               (x)  [Intentionally omitted]

               (xi) To Sellers' knowledge, there are no matters
                    which give rise to a claim of any substantial
                    understatement of federal income Taxes within
                    the meaning of Section 6662 of the Code.

               (xii)All Taxes that are required by law to be
                    withheld or collected by each Company have
                    been duly withheld or collected and, to the
                    extent required, have been paid to the proper
                    Governmental Authority or properly segregated
                    or deposited as required by applicable law.

               (xiii)No Company (A) has been a member of an
                     affiliated group filing a consolidated
                     federal income Tax Return, and (B) has
                     any liability for the Taxes of any other
                     person under Treas. Reg. Section 1.1502-6 
                     (or any similar provision of state, local, or 
                     foreign law), as a transferee or successor, by
                     Contract or otherwise.

               (xiv)No Company has executed or entered into any
                    closing agreement pursuant to Section 7121 of
                    the Code, or any predecessor provision
                    thereof, or any similar provision of state or
                    local law.

               (xv) No Company has taken any action in
                    anticipation of the Closing not expressly
                    required by this Agreement, or not in
                    accordance with past practice, that would
                    have the effect of deferring any liability
                    for Taxes of any of the Companies to any
                    Taxable period (or portion thereof) ending
                    after the Closing Date.

               (xvi)No Company is or will be required to include
                    any amount in its gross income or exclude any
                    amount of its deductions in any Taxable
                    period ending after the Closing Date by
                    reason of a change in accounting method in
                    any Taxable period ending on or before
                    the Closing Date.

               (xvii)Except as may have been granted to the
                     Companies' attorneys or accountants (which
                     will be terminated at closing), no power
                     of attorney has been granted by any Company
                     with respect to any matter relating to Taxes
                     which is currently in force.

          For purposes of this Agreement, (i) the term "Tax"
     (including, with correlative meaning, the terms "Taxes" and
     "Taxable") means all federal, state, local, and foreign net
     income, gross income, profits, franchise, gross receipts,
     payroll, sales, employment, use, occupation, license, value
     added, property, ad valorem, withholding, excise, user,
     fuel, excess or windfall profits, alternative or add-on
     minimum, custom duties, gains, transfer, documentary, stamp,
     and other taxes, duties, fees, assessments or charges of any
     nature whatsoever, together with all interest, penalties,
     fines and additions to tax or additional amounts imposed
     with respect thereto, and (ii) the term "Tax Returns" means
     any return, report, statement, election, information return
     or other document (including schedules or any related or
     supporting information) filed or required to be filed with
     any Governmental Authority in connection with the
     determination, assessment or collection of any Tax or the
     administration of any laws, regulations or administrative
     requirements relating to any Tax.

          (w)  Product Warranties.  Except for (i) written
     product or service warranties made by the Companies on their
     sales order forms, packages and product catalogues, true,
     accurate and complete copies of which have been provided to
     Buyer, (ii) product warranties of manufacturers of the
     Products, and (iii) minor Product service or Product
     replacement work made by a Company at its sole discretion in
     the ordinary course of business in furtherance of
     maintaining customer satisfaction and the goodwill of such
     Company which are not material, individually or in the
     aggregate, no Company makes express product or service
     warranties or commitments in connection with the sale of
     Products or the performance of services related thereto,
     including installation of Products.  Except as otherwise
     disclosed in the Schedule entitled "Warranty Costs", no
     Company has received any notice of any claim that it is
     under any warranty liability or obligation with respect to
     the sale of Products or the performance of services related
     thereto, including installation of Products other than
     ordinary and normal warranty and service commitments
     consistent with past practice which are neither
     (a) material, individually or in the aggregate, or (b) of
     the type described on the Schedule entitled "Litigation"
     (such ordinary and normal commitments being referred to
     herein as "Ordinary Warranty Commitments").

          (x)  Insurance.  The Schedule entitled "Insurance"
     contains a list of all insurance policies (specifying the
     location, insured, insurer, amount of coverage, type of
     insurance and policy number) maintained and in effect by
     each Company.  All premiums with respect to such policies
     covering all periods up to and including the date of Closing
     which have come due have been paid, and no notice of
     cancellation or termination has been received with respect
     to any such policy.  Such policies (i) are, to Sellers'
     knowledge, sufficient for compliance with all requirements
     of law and of all agreements (including Lease Agreements) to
     which any Company is a party; (ii) are, to Sellers'
     knowledge, valid, outstanding and enforceable policies;
     (iii) to Sellers' knowledge, provide adequate insurance
     coverage for the assets and operations of the Companies; and
     (iv) will not, to Sellers' knowledge, in any way be affected
     by, or terminate or lapse by reason of, the transactions
     contemplated by this Agreement.  The Schedule entitled
     "Insurance" identifies all risks which the Companies or its
     officers have designated as being self insured.  Except for
     refusals or proposed coverage limitations occurring in the
     normal course of renewing insurance coverages from time to
     time, no Company has been refused any insurance with respect
     to its assets or operations, nor has its coverage been
     limited, by any insurance carrier to which it has applied
     for any such insurance or with which it has carried
     insurance during the last five years.

          (y)  Approvals.  The Schedule entitled "Assignments and
     Consents" attached hereto sets forth a list of all Consents,
     which must be obtained or satisfied pursuant to the terms of
     the related Contract, Lease Agreement or Permit.  All
     Required Consents have been, or shall by the Closing have
     been, obtained.

          (z)  Absence of Certain Commercial Practices.  No
     Company nor, to Sellers' knowledge, any officer, director,
     employee or agent of any Company (or any Person acting on
     behalf of any of the foregoing) has given or agreed to give
     (i) any gift or similar benefit of more than nominal value
     to any Customer, supplier, Governmental Authority (including
     any governmental employee or official) or any other Person
     who is or may be in a position to help, hinder or assist any
     Company, the Business or the Person giving such gift or
     benefit in connection with any actual or proposed
     transaction relating to the Business, which gifts or similar
     benefits would individually or in the aggregate subject any
     Company or any officer, director, employee or agent of any
     Company to any fine, penalty, cost or expense or to any
     criminal sanctions, (ii) receipts from or payments to any
     governmental officials or employees, (iii) commercial bribes
     or kick-backs, (iv) political contributions, or (v) any
     receipts or disbursements in connection with any unlawful
     boycott.  No such gift or benefit is required in connection
     with the operation of the Business to avoid any fine,
     penalty, cost, expense or Material Adverse Effect upon the
     Companies, taken as a whole.

          (aa) Bank Accounts.  The Schedule entitled "Bank
     Accounts" attached hereto sets forth the names and locations
     of all banks, trust companies, savings and loan associations
     and other financial institutions at which any Company
     maintains any safe deposit boxes or accounts (specifying the
     identifying numbers), and the names of all persons
     authorized to draw thereon, make withdrawals therefrom or
     have access thereto.

          (ab) Books and Records.  The books and records of the
     Companies maintained in connection with the Business
     (including, without limitation, (i) books and records
     relating to the purchase of materials and supplies,
     manufacture or processing of products, sales of products,
     dealings with customers, invoices, customer lists,
     inventories, supplier lists, personnel records and taxes,
     (ii) the stock books, stock ledgers and minute books of the
     Companies, and (iii) computer software and data in computer
     readable and human readable form used to maintain such books
     and records together with the media on which such software
     and data are stored and all documentation relating thereto)
     accurately record all transactions relating to the Business
     in all material respects, and have been maintained
     consistent with good business practice.

          (ac) Warranty Costs.  Set forth on the Schedule
     entitled "Warranty Costs" is a description of all
     litigation, actions, suits, investigations, claims and
     proceedings asserted, brought or threatened against the
     Companies within the last three (3) years preceding the date
     of this Agreement, together with a description of the
     outcome or present status thereof, relating to any claim for
     warranty costs involving amounts in excess of $10,000,
     individually or in the aggregate.  As used herein, "warranty
     costs" means the costs and expenses of servicing, repairing,
     returning and/or replacing, or allowances for service,
     repair, return or replacement, of defective or allegedly
     defective or improperly selected or shipped Products or the
     performance of services related thereto, including
     installation of Products or parts or components thereof
     manufactured, installed or sold by the Companies and the
     costs of materials and expenses of replacing materials or
     correcting any jobs or materials inadequately performed or
     manufactured by the Companies, together with such legal
     liability, if any, as may exist in connection with sales of
     Products or the performance of services related thereto,
     including installation of Products, whether such costs and
     expenses relate to or arise out of claims or causes of
     action which assert causes sounding in tort, contract or
     warranty, or any combination of the foregoing.

          (ad) Penalties and Renegotiation of Contracts.  Except
     as otherwise specifically disclosed on the Schedule entitled
     "Contracts", no Company has any liabilities or obligations
     under any contracts providing for (i) penalties in the event
     of misfeasance by it in the performance of its duties
     thereunder, or (ii) the renegotiation or redetermination of
     profits or prices, nor will any Company's costs which are
     incurred or accruable prior to the Closing under contracts
     or under subcontracts between the a Company and any other
     Person, firm or corporation be subject to disallowance.

          (ae) Pricing Practices.  The prices to be received or
     paid by the Companies under all outstanding contracts,
     agreements, commitments and undertakings with its customers
     and suppliers and others in connection with the Business
     have been determined in accordance with the Companies'
     established past pricing policies, and there are no
     outstanding contracts, agreements, commitments or
     undertakings relating to the Business that individually or
     in the aggregate are expected to result in any material loss
     to any Company or the Business.

          (af) Copies of Documents.  The Companies have delivered
     to Buyer true, correct and complete copies of all contracts,
     agreements and other documents listed in the Schedules to,
     or referenced in, this Agreement, and all modifications and
     amendments thereto.

          (ag) [Intentionally omitted]

          (ah) Insider Interests; Advances.  Except as set forth
     in the Schedule entitled "Insider Interests", no
     shareholder, officer, director or employee of any Seller or
     any Company has any material interest in any property, real
     or personal, tangible or intangible, including without
     limitation, inventions, patents, trademarks or trade names,
     used in or pertaining to the Business or Seller.  Except for
     travel advances, and advances on accrued salary or bonuses
     due or to become due in the ordinary and normal course of
     business, which salary advances and bonuses are specifically
     described in the Schedule entitled "Employees", there are no
     receivables of any of the Companies owed by any director,
     officer or employee of any of the Companies or owing by any
     corporations, partnerships, firms or organizations in which
     directors, officers or employees of any of the Companies
     have any interest.

          (ai) Year 2000 Compliance.  (i) As to Systems used in
     operating the Business:

          (A)  The Companies have conducted, and provided Buyer
               with a description of, an inventory and assessment
               of all of the Companies' software, computers,
               network equipment, technical infrastructure,
               production equipment and other equipment and
               systems that are material to the operation of the
               Business and that rely or utilize date or time
               processing (collectively, "Systems");

          (B)  To Sellers' knowledge, all of such Systems are
               "Year 2000 Compliant," as defined below;

          (C)  Schedule 5.1(ii) attached hereto sets forth the
               nature and scope of the Companies' Year 2000
               compliance strategy and program; and
   
          (D)  The Companies have complied with all applicable
               Laws relating to Year 2000 Compliance, except in
               the case where failure to comply would not,
               individually or in the aggregate, have a Material
               Adverse Effect upon the Companies, taken as a
               whole.
               
               (ii) "Year 2000 Compliant" means a System will at
               all times:

          (A)  Consistently and accurately handle and process
               date and time information and data with values
               before, during and after January 1, 2000,
               including but not limited to accepting date input,
               providing date output, and performing calculations
               on or utilizing dates or portions of dates;

          (B)  Function accurately and in accordance with its
               specifications without interruption, abnormal
               endings, degradation, change in operation or other
               impact, or disruption of other systems, resulting
               from processing data or time data with values,
               before, during and after January 1, 2000;

          (C)  Respond to and process two-digit date input in a
               way that resolves any ambiguity as to century; and

          (D)  Store and provide output of date information in
               ways that are unambiguous as to century.

          (aj) Disclosure.  No representation or warranty made by
     any Company or Seller contained in this Agreement, on any
     Schedules or in any other agreement or certificate executed
     by any Company or a Seller pursuant to Article IV contains
     an untrue statement of a material fact or omits to state a
     material fact necessary to make the statements and facts
     contained herein or therein, in light of the circumstances
     in which they were or are made, not false or misleading.

          5.2  [Intentionally omitted]

          5.3  Representations and Warranties of HON.  HON (and
as used in this Section 5.3, neither HON nor Buyer shall be
deemed to include any Company or Seller or Allied Fireside, Inc.,
a Wisconsin corporation ("Allied"), Madison, Minocqua or FPSI, or
any of their respective  assets, operations, properties, rights
or interests) represents and warrants to Sellers that:

          (a)  Organization and Standing; Power and Authority.
     HON is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Iowa, and has
     full corporate power and authority to operate its business,
     to own or lease its assets and to enter into and perform
     this Agreement and the transactions and other agreements and
     instruments contemplated by this Agreement.  HON is duly
     qualified or licensed to do business as a foreign
     corporation and is in good standing in each jurisdiction in
     which the ownership or lease of its assets or the operation
     of its business requires such qualification, except where
     the failure to be so qualified or licensed would not have a
     Material Adverse Effect on HON.  This Agreement and all
     other Transaction Documents to be executed and delivered by
     HON in connection herewith have been, or upon execution
     thereof will be, duly executed and delivered by HON.  This
     Agreement and the transactions and other agreements and
     instruments contemplated hereby have been duly approved by
     the Board of Directors of HON, in accordance with applicable
     law, and constitute the valid and binding obligations of
     HON, enforceable in accordance with their respective terms.

          (b)  Conflicts; Defaults.  Neither the execution and
     delivery of this Agreement and the other agreements and
     instruments executed or to be executed in connection
     herewith by HON, nor the performance by HON of the
     transactions contemplated hereby or thereby, will
     (i) violate, conflict with, or constitute a default under,
     any of the terms of HON's charter or By-Laws, or any
     provisions of, or result in the acceleration of any
     obligation under, any material contract, license, security
     agreement, mortgage, note, deed, lease, agreement or
     instrument, or any order, judgment or decree by which HON or
     any of its assets are bound, or (ii) violate any Law.

          (c)  Brokers, Finders and Agents.  HON is not directly
     or indirectly obligated to anyone acting as a broker, finder
     or in any other similar capacity in connection with this
     Agreement or the transactions contemplated hereby, except
     Robert W. Baird & Co. Incorporated.

          (d)  Consents.  Schedule 5.3(d) sets forth a list of
     all consents, novations and waivers prescribed by Law or any
     contract, agreement, commitment or undertaking and which
     must be obtained or satisfied by HON in order for HON to
     consummate the transactions contemplated by this Agreement
     or the other agreements to be executed and delivered in
     connection herewith.  All such consents prescribed by any
     Law or any contract, agreement, commitment or undertaking,
     and which must be obtained or satisfied by HON for the
     consummation of the transactions contemplated by this
     Agreement, or for the continued performance by it of its
     rights and obligations thereunder, have been, or shall by
     the Closing have been, made, obtained and satisfied.

          5.4  Representations and Warranties Relating to Buyer.
Buyer and HON (and as used in this Section 5.4, neither HON nor
Buyer shall be deemed to include any Company or Seller or Allied,
FPSI, Minocqua or Madison, or any of their respective  assets,
operations, properties, rights  or interests) hereby jointly and
severally represent and warrant to Sellers that:

          (a)  Organization and Standing; Power and Authority.
     Buyer is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Iowa, and
     has full corporate power and authority to operate its
     business, to own or lease its assets and to enter into and
     perform this Agreement and the transactions and other
     agreements and instruments contemplated by this Agreement.
     Buyer is duly qualified or licensed to do business as a
     foreign corporation and is in good standing in each
     jurisdiction in which the ownership or lease of its assets
     or the operation of its business requires such
     qualification, except where the failure to be so qualified
     or licensed would not have a Material Adverse Effect on
     Buyer.  This Agreement and all other Transaction Documents
     to be executed and delivered by Buyer in connection herewith
     have been, or upon execution thereof will be, duly executed
     and delivered by Buyer.  This Agreement and the transactions
     and other agreements and instruments contemplated hereby
     have been duly approved by the Board of Directors of Buyer,
     in accordance with applicable law, and constitute the valid
     and binding obligations of Buyer, enforceable in accordance
     with their respective terms.

          (b)  Capitalization.  The authorized capital stock of
     Buyer on the date hereof consists of 100,000 shares of
     common stock, $1.00 par value per share, of which
     5,000 shares are issued and outstanding.  The authorized
     capital stock of Buyer at the time of Closing shall be as
     set forth on Schedule 5.4(b)(i).  All of the issued and
     outstanding shares of Buyer are owned by HON.  All issued
     shares have been validly issued and are fully paid and
     nonassessable.  There are no outstanding obligations,
     options, warrants, preemptive rights or other agreements or
     commitments (whether oral or written) to which Buyer is a
     party, or by which Buyer is otherwise bound, providing for
     the issuance of any additional shares of capital stock of
     Buyer, the repurchase of shares of capital stock of Buyer or
     otherwise relating to capital stock of Buyer other than as
     set forth on Schedule 5.4(b)(ii) pursuant to the 7%
     Convertible Debentures due October 1, 1999, as amended, and
     the Securityholders' Agreement dated as of October 2, 1996,
     as amended, among HON, Buyer, D&K Family Limited
     Partnership, LLP and the other parties listed on the
     signature page thereto.

          (c)  Articles and By-Laws.  The copy of the Articles of
     Incorporation of Buyer, certified by the Secretary of State
     of the State of Iowa, and the By-Laws of Buyer, furnished to
     Sellers are true, correct and complete.

          (d)  Conflicts; Defaults.  Neither the execution and
     delivery of this Agreement and the other agreements and
     instruments executed or to be executed in connection
     herewith by Buyer, nor the performance by Buyer of the
     transactions contemplated hereby or thereby, will
     (i) violate, conflict with, or constitute a default under,
     any of the terms of Buyer's charter or By-Laws, or any
     provisions of, or result in the acceleration of any
     obligation under, any material contract, license, security
     agreement, mortgage, note, deed, lease, agreement or
     instrument, or any order, judgment or decree by which Buyer
     or any of its assets are bound, or (ii) violate any Law.

          (e)  Compliance with Other Instruments, etc.  Buyer is
     not in violation of any terms of (i) its charter or By-laws,
     (ii) any agreement or instrument related to indebtedness for
     borrowed money or any other agreement to which it is a party
     or by which it is bound, (iii) any applicable Law or (iv)
     any applicable order, judgment or decree of any court,
     arbitrator or Governmental Authority, the consequences of
     which violation, whether individually or in the aggregate,
     have or would be reasonably expected (so far as can be
     foreseen at the time) to (x) have a Material Adverse Effect
     on Buyer, or (y) have the effect of preventing or materially
     delaying the performance by Buyer of its obligations under
     this Agreement.

          (f)  Financial Statements.  Buyer has heretofore
     delivered to Sellers (i) the unaudited Balance Sheet of
     Buyer as of November 27, 1999, (ii) the unaudited Balance
     Sheets of Buyer as of December 31, 1998, December 31, 1997,
     December 31, 1996 and the eleven (11) months ended
     November 27, 1999, (iii) the unaudited Statements of Income
     of Buyer for the fiscal years ended December 31, 1998,
     December 31, 1997 and December 31, 1996, and for the
     eleven (11) months ended November 27, 1999 and (iv) the
     Statement of Cash Flows of Buyer for the eleven (11) months
     ended November 27, 1999 (collectively, the "Buyer Financial
     Statements").  Each of the Buyer Financial Statements was
     prepared from the books and records kept by Buyer, and
     fairly presents the financial position of Buyer as of such
     dates, and the results of operations of Buyer for the
     periods then ended in accordance with the internal
     accounting practices and policies of Buyer consistently
     applied, except that the Buyer Financial Statements do not
     contain normal year-end adjustments required by GAAP and the
     Buyer Financial Statements omit footnote disclosures
     required by GAAP.

          (g)  Litigation.  There are no actions, suits,
     investigations or proceedings pending or, to the knowledge
     of Buyer, threatened against Buyer in any court or before
     any arbitrator of any kind or before or by any Governmental
     Authority, except actions, suits, investigations or
     proceedings which, in the aggregate, do not have and would
     not be reasonably expected (so far as can be foreseen at the
     time) to (a) have a Material Adverse Effect on Buyer or
     (b) have the effect of preventing or materially delaying the
     performance by Buyer of its obligations under this
     Agreement.

          (h)  Absence of Certain Changes or Events.  During the
     period since November 27, 1999, the business of Buyer has
     been conducted only in the ordinary course, consistent with
     past practice, and Buyer has not entered into any material
     transaction other than in the ordinary course, consistent
     with past practice, and there has not been (i) any change
     (other than changes affecting generally the fireplace,
     hearth products and building products industries as a whole,
     including but not limited to, changes in or affecting
     interest rates, housing markets, applicable Laws or
     comparable events) in the business, financial condition,
     results of operations, properties, assets or liabilities of
     Buyer that, individually or in the aggregate, has or would
     reasonably be expected to have (so far as can be foreseen at
     the time) a Material Adverse Effect on Buyer, (ii) any
     damage, destruction or loss (whether or not covered by
     insurance) with respect to any property or asset of Buyer
     which, individually or in the aggregate, has or would
     reasonably be expected (so far as can be foreseen at the
     time) to have a Material Adverse Effect on Buyer, or (iii)
     any declaration, setting aside or payment of any dividend or
     distribution in respect of any capital stock of Buyer, other
     than intercompany advances between HON and Buyer.

          (i)  Brokers, Finders and Agents.  Buyer is not
     directly or indirectly obligated to anyone acting as a
     broker, finder or in any other similar capacity in
     connection with this Agreement or the transactions
     contemplated hereby, except Robert W. Baird & Co.
     Incorporated.

          (j)  Consents.  Schedule 5.3(d) sets forth a list of
     all consents, novations and waivers prescribed by Law or any
     contract, agreement, commitment or undertaking and which
     must be obtained or satisfied by Buyer in order for Buyer to
     consummate the transactions contemplated by this Agreement
     or the other agreements to be executed and delivered in
     connection herewith.  All such consents prescribed by any
     Law or any contract, agreement, commitment or undertaking,
     and which must be obtained or satisfied by Buyer for the
     consummation of the transactions contemplated by this
     Agreement, or for the continued performance by it of its
     rights and obligations thereunder, have been, or shall by
     the Closing have been, made, obtained and satisfied.

          (k)  Ability to Pay Cash Amount.  On the Closing Date,
     Buyer will have sufficient cash to pay the Cash Amount in
     immediately available funds.

          5.5  General.  The representations and warranties of
the parties hereto made in this Agreement, subject to the
exceptions thereto, shall not be affected by any information
furnished to, or any investigation conducted by, any of them or
their representatives in connection with the subject matter of
this Agreement.  The representations and warranties made in this
Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Closing for the respective periods
set forth in Section 11.5.
                         
               ARTICLE VI.  CONDITIONS TO CLOSING

          6.1  Conditions to Buyer's Obligations.  The obligation
of Buyer to consummate the transactions provided for by this
Agreement is subject to the satisfaction, on or prior to the
Closing Date, of each of the following conditions, any of which
may be waived by Buyer except for the conditions set forth in
subsection (d) (as to Consents of Governmental Authorities) of
this Section 6.1:

          (a)  Representations and Warranties.  Each of the
     representations and warranties of Sellers made in
     Section 5.1 of this Agreement shall be true and correct in
     all material respects both on the date hereof and as of the
     Closing Date as though made at such time except (excluding
     the representations and warranties set forth in
     Section 5.1(h)) where the failure to be so true and correct
     (without giving effect to any limitations as to
     "materiality," "substantial," "Material Adverse Effect," or
     "material adverse change" set forth therein) (i) does not
     have, and would not reasonably be expected to have, a
     Material Adverse Effect on the Companies, taken as a whole,
     or a material adverse impact on the ability of Sellers to
     perform their obligations hereunder (other than as a result
     of any matter set forth in the proviso to Section 6.1(c)),
     and (ii) relates to a Retained Liability against which
     Sellers have agreed to indemnify Buyers hereunder.

          (b)  Covenants.  Sellers shall have performed and
     complied with all covenants and agreements required to be
     performed or complied with by each of them at or prior to
     the Closing Date.

          (c)  Material Adverse Change.  Since the date hereof,
     there shall have occurred no material adverse change, or
     condition or occurrence of any event which would reasonably
     be expected to result in any such change, in the condition
     (financial or otherwise), business, assets, properties or
     operations of the Companies, taken as a whole, or the
     Business; provided, however, that if and so long as Sellers
     have performed their obligations under this Agreement, the
     following shall not be deemed to be any such change:
     (i) the inability of Buyer to reach an agreement with any of
     the Companies' employees (other than the Key Employees)
     regarding their employment by Buyer after the Closing or the
     resignation of any of the Companies' employees (other than
     the Key Employees) prior to the Closing, (ii) any actual or
     projected decrease in dollar sales to any of its customers
     or any change in the Companies' relations with any of their
     suppliers, including without limitation, such changes
     resulting from or related to the transactions contemplated
     under this Agreement, or (iii) changes affecting generally
     the fireplace, hearth products and building products
     industries as a whole, including, but not limited to,
     changes in or affecting interest rates, housing markets,
     applicable laws or comparable events.

          (d)  Consents.  All Consents of Governmental
     Authorities and Required Consents of third parties described
     in Sections 1.4, 5.1(y) and 9.6 and necessary to consummate
     the transactions contemplated hereunder shall have been
     obtained and satisfied and the applicable waiting period
     under the H-S-R Act shall have expired or been terminated.

          (e)  No Proceeding or Litigation.  No litigation,
     action, suit, investigation, claim or proceeding challenging
     the legality of, or seeking to restrain, prohibit or
     materially modify, the transactions provided for in this
     Agreement shall have been instituted and not settled or
     otherwise terminated, except for any such litigation,
     action, suit, claim or proceeding claiming breach of the
     agreements described in paragraph III.7 of the Schedule
     entitled "Contracts" or the paragraph entitled "CFM
     Majestic" on the Schedule entitled "Non-Assigned Contracts"
     as a result of the transactions contemplated hereby, other
     than any action, litigation, suit, claim or proceeding
     arising as a result of any other breach by any Seller of any
     such agreements.

          (f)  Legal Matters.  The form and substance of all
     legal papers, instruments and documents delivered under
     Section 4.2 (and not attached in form hereto) shall, in the
     reasonable judgment of Buyer, be satisfactory to Buyer, and
     if requested by Buyer, to Jones, Day, Reavis & Pogue,
     Buyer's counsel, in its reasonable judgment.

          (g)  Certificate of Seller.  At the Closing, Sellers
     shall have delivered to Buyer a Certificate signed by each
     Company's President, and attested to by its Secretary or an
     Assistant Secretary, and dated the Closing Date, to the
     effect that to the best of the knowledge and belief of such
     officers the conditions specified in Sections 6.1(a), (b),
     (c) and (d) have been fulfilled.

          (h)  Certificate; Documents.  Sellers and the other
     Persons shall have delivered the certificates, opinion of
     counsel and other documents required by Sections 4.2, 4.5
     and 4.6.

          (i)  Tax Certificates.  Sellers shall have delivered to
     Buyer such forms and certificates as may be necessary to
     exclude or reduce payment of state sales taxes otherwise
     incurred as a result of Buyer's acquisition of the Acquired
     Assets.

          (j)  Lender Consents.  HON shall have received duly
     executed consents from the holders of its industrial revenue
     bonds, in form and substance reasonably satisfactory to HON.

          (k)  Other Closing.  The closing of the transactions
     contemplated by the Purchase Agreement of even date herewith
     among HON, Buyer, Ron F. Skoronski, Kirk R. Sorensen,
     Madison, FPSI and Minocqua (the "Allied Agreement") shall
     have been consummated.

          6.2  Conditions to Sellers' Obligations.  The
obligations of Sellers to consummate the transactions provided
for by this Agreement are subject to the satisfaction, on or
prior to the Closing Date, of each of the following conditions,
any of which may be waived by Sellers except for the conditions
set forth in subsection (c) of this Section 6.2:

          (a)  Representations and Warranties.  Each of the
     representations and warranties of Buyer and HON made in
     Sections 5.3 and 5.4 of this Agreement shall be true and
     correct in all material respects both on the date hereof and
     as of the Closing Date as though made at such time except
     (excluding the representations and warranties set forth in
     Section 5.4(f)) where the failure to be so true and correct
     (without giving effect to any limitations as to
     "materiality," "substantial," "Material Adverse Effect," or
     "material adverse change" set forth therein) does not have,
     and would not reasonably be expected to have, individually
     or in the aggregate, a Material Adverse Effect on HON and
     Buyer, taken as a whole, or a material adverse impact on the
     ability of HON and Buyer to perform their obligations
     hereunder.

          (b)  Covenants.  Buyer shall have performed and
     complied with all covenants and agreements required to be
     performed or complied with by it at or prior to the Closing
     Date.

          (c)  Material Adverse Change.  Since the date hereof,
     there shall have occurred no material adverse change, or
     condition or occurrence of any event which would reasonably
     be expected to result in any such change, in the condition
     (financial or otherwise), business, assets, properties or
     operations of Buyer; provided, however, that changes
     affecting generally the fireplace, hearth products and
     building products industries as a whole, including, but not
     limited to, changes in or affecting interest rates, housing
     markets, applicable laws or comparable events shall not be
     deemed to be any such change.

          (d)  Consents.  All Consents of Governmental
     Authorities, including those described in Sections 5.3(d),
     5.4(j) and 9.6, necessary to consummate the transactions
     contemplated hereunder shall have been obtained and the
     applicable waiting period under the H-S-R Act shall have
     expired or been terminated.

          (e)  No Proceeding or Litigation.  No litigation,
     action, suit, investigation, claim or proceeding challenging
     the legality of, or seeking to restrain, prohibit or
     materially modify, the transactions provided for in this
     Agreement shall have been instituted and not settled or
     otherwise terminated.

          (f)  Legal Matters.  The form and substance of all
     legal papers, instruments and documents delivered under
     Section 4.4 (and not attached in form hereto) shall, in the
     reasonable judgment of Sellers, be satisfactory to Sellers,
     and if requested by Sellers, to Sellers' Counsel, in its
     reasonable judgment.

          (g)  Certificates of Buyer and HON.  At the Closing,
     Buyer and HON shall have delivered to Sellers a Certificate
     signed by the respective Presidents or Vice Presidents of
     Buyer and HON, and attested to by the respective Secretaries
     or Assistant Secretaries of Buyer and HON, and dated the
     Closing Date, to the effect that to the best of the
     knowledge of such officers the conditions specified in
     Section 6.2(a), (b) and (c) have been fulfilled.

          (h)  Certificates; Documents.  Buyer shall have
     delivered the certificates and other documents required by
     Sections 4.4 and 4.5.

          (i)  LaSalle Loan.  The Sellers shall have received a
     term sheet or executed commitment letter from LaSalle Bank
     N.A. obligating it to loan certain Sellers or Affiliates of
     Sellers approximately $7,000,000 on the Closing Date.

          (j)  Other Closing.  The closing of the transactions
     contemplated by the Allied Agreement shall have been
     consummated.

               ARTICLE VII.  COVENANTS OF SELLER

          7.1  Conduct of Business.  During the period from the
date hereof through the Closing Date, Sellers shall conduct the
Business and operate the Assets in the ordinary and normal course
and consistent with past practice (including, without limitation,
using their best efforts to preserve beneficial relationships
between the Companies and their distributors, agents, lessors,
suppliers and customers, as reasonably directed by Buyer) and
continue normal maintenance, marketing, advertising,
distributional and promotional expenditures in connection with
the Business.  No Company shall engage in any transactions,
including transactions relating to the purchase or sale of goods,
raw materials, inventories or other operating or production
items, intracorporate or otherwise, with any of its Affiliates
from the date hereof until the Closing other than
(i) transactions approved by Buyer in writing, (ii) transactions
in the ordinary and normal course consistent with past practice
pursuant to the leases disclosed on the Schedule entitled "Real
Estate and Leases", or (iii) transactions on terms no more
favorable to the Companies or their Affiliates than would have
been obtainable in arm's-length dealing.  Without limiting the
generality of the foregoing and except as otherwise expressly
provided in this Agreement, during the period from the date
hereof through the Closing Date, no Company shall:

          (a)  Obligations for Borrowed Money.  (i) create, incur
     or assume any debt (including obligations in respect of
     capital leases) or any debt for money borrowed (whether
     long- or short-term), other than trade payables incurred in
     the ordinary course of business consistent with past
     practice and amounts constituting Retained Liabilities drawn
     on existing lines of credit or similar extensions of credit,
     (ii) assume, guarantee, endorse or otherwise become liable
     or responsible (whether directly, contingently or otherwise)
     for the obligation of any other Person, or (iii) make any
     loans, advances or capital contributions to any other Person
     other than advances of expenses to employees in the ordinary
     and normal course consistent with past practices;

          (b)  Employee Matters.  (i) Increase in any manner the
     rate of compensation of any of its officers or other
     employees other than the increases for the persons and in
     the amounts described on Schedule 7.1, (ii) make or agree to
     make any payment pursuant to any Company Plan, including,
     without limitation, any payment of any pension, retirement
     allowance, severance or other employee benefit, except as
     expressly required by any existing Company Plan disclosed on
     the Schedules to this Agreement, to any such officers or
     employees, whether past or present; (iii) enter into or
     modify any collective bargaining agreement; or (iv) commit
     itself to any additional Company Plan, or employment or
     consulting agreement with a Person, or to amend any of such
     Plans or agreements, except as required by Law;

          (c)  Sale of Assets.  Sell, transfer, license or
     otherwise dispose of or agree to sell, transfer, license or
     otherwise dispose of any Assets, except Inventory in the
     ordinary and normal course of business consistent with past
     practice;

          (d)  Commitments.  Enter into any other agreements,
     commitments, contracts or undertakings, except agreements,
     commitments, contracts or undertakings made in the ordinary
     and normal course of business consistent with past practice
     and the representations and warranties of Sellers contained
     in this Agreement;

          (e)  Leased Facilities.  Terminate, modify or amend the
     Lease Agreements;

          (f)  Encumbrances.  Encumber or grant or create a Lien
     on any of the Assets other than Liens on after-acquired
     assets arising as a result of security agreements disclosed
     on the Schedule entitled "Contracts";

          (g)  Insurance.  Cause any of the policies of insurance
     referred to in Section 5.1(x) to terminate, lapse or be
     canceled, unless equivalent replacement policies, without
     lapse of coverage, shall be put in place;

          (h)  Litigation.  Enter into any compromise or
     settlement of any litigation, action, suit, claim,
     proceeding or investigation, except settlements made in the
     ordinary and normal course of business or by insurers,
     involving amounts not in excess of $20,000;

          (i)  Representations and Warranties.  Take any action
     the taking of which, or omit to take any action the omission
     of which, would cause any of the representations and
     warranties contained in Sections 5.1(f), (g), (s), (u) or
     (z) to fail to be true and correct as of the Closing as
     though made at and as of the Closing; or

          (j)  Commitments.  Agree or commit to do any of the
     foregoing.

          7.2  Disclosure Supplements.

          (a)  From time to time prior to the Closing, Sellers
     shall promptly supplement or amend the Schedules to this
     Agreement with respect to any matter (i) which may arise
     hereafter and which, if existing or occurring at or prior to
     the date hereof, would have been required to be set forth or
     described in the Schedules to this Agreement, or (ii) which
     makes it necessary to correct any information in the
     Schedules to this Agreement or in any representation and
     warranty of any Seller which has been rendered inaccurate
     thereby.  No supplement or amendment to the Schedules to
     this Agreement or any delivery of Schedules after the date
     hereof, unless expressly consented in writing by Buyer,
     shall be deemed to cure any breach of any representation or
     warranty made in this Agreement, or modify, affect or
     diminish Buyer's right to terminate this Agreement pursuant
     to Section 10.1(c).

          (b)  During the period from the date hereof to the
     Closing, Sellers shall promptly (i) furnish or make
     available to Buyer copies of all operating reports and
     monthly, quarterly and year-end financial statements of each
     Company as soon as they become available, all certified by
     such Company's chief financial officer that such financial
     statements fairly present the financial position and results
     of operations of such Company for the periods covered by
     such statements and for year-end financial statements in
     accordance with GAAP consistently applied, and (ii) notify
     Buyer of (A) any material change in the condition (financial
     or otherwise), business, assets, properties, operations or
     prospects of any Company or the Business, and (B) the
     institution or settlement of any litigation, action, suit,
     investigation, claim or proceeding and of any material
     developments therein.

          7.3  Closing.  Sellers shall use their best efforts to
cause the conditions set forth in Section 6.1 to be satisfied by
the Closing Date.

          7.4  Confidentiality.  Sellers shall, and shall cause
their Affiliates, officers, employees, representatives,
consultants and advisors to, hold in confidence and not use all
confidential information which remains after Closing in the
possession of Sellers or such  Affiliates or other persons,
including information concerning the Business and the Assets.
Sellers shall not release or disclose any such information to any
Person other than Buyer and its authorized representatives.
Notwithstanding the foregoing, the confidentiality obligations of
this Section shall not apply to information:

          (a)  which a Seller is compelled to disclose by
     judicial or administrative process, or, in the opinion of
     counsel, by other mandatory requirements of Law;

          (b)  which can be shown to have been generally
     available to the public other than as a result of a breach
     of this Section; or

          (c)  which can be shown to have been provided to a
     Seller by a third party who obtained such information other
     than from a Seller or any Company or other than as a result
     of a breach of this Section.

          7.5  Maintenance of Insurance.  Each Seller will
(a) maintain all policies of insurance in effect on the date
hereof through and until the Closing; and (b) after the Closing
use its best efforts to maintain any policies of insurance which
cover liabilities associated with the operation of the Business
prior to the Closing; provided, that after the Closing Sellers
shall not be required to pay any additional premiums in respect
of such policies or maintain in effect any insurance coverage.

          7.6  Inventories.  Prior to the Closing, Sellers will
maintain levels of all Inventories, including materials and
supplies, at levels consistent with current practice in the
ordinary and normal course of business.

          7.7  Maintenance of, and Access to, Records.  After the
Closing Date, each Seller shall provide Buyer with access (with
an opportunity to make copies), during normal business hours, and
upon reasonable notice, to any records relating to the Business
which are retained by it.  Each Seller shall preserve and
maintain any books and records relating to the Business and
retained by such Seller for at least five years after the Closing
Date.

          7.8  Non-Competition.

          (a)  Period and Conduct.  As further consideration for
     the purchase and sale of the Acquired Assets and the
     transactions contemplated by this Agreement, during the
     period commencing on the Closing Date, and ending on the
     date which is five years thereafter, no Seller shall:

               (i)  compete with Buyer in the manufacture,
          production, design, engineering, importation, purchase,
          marketing, sale, distribution, installation, research
          or development of any Products;

               (ii) solicit, or accept orders or business of any
          kind relating to the manufacture, production, design,
          engineering, importation, purchase, marketing, sale,
          distribution, installation, research or development of
          any Products from any customer or active prospect of
          Buyer, or any former customer of any Company;

               (iii)solicit any employee of Buyer or former
          employee of any Company to terminate his or her
          employment with Buyer; or

               (iv) use, or incorporate or otherwise create any
          business organization utilizing any name which uses any
          words contained in any Company's corporate name or name
          under which any Company conducted business prior to the
          Closing ("Corporate Names") or which are confusingly
          similar to such words.

          (b)  Territory.  Each Seller shall refrain from
     engaging in the activities described in this Section 7.8
     during the period specified in Section 7.8(a) hereof in any
     of the United States of America, Puerto Rico, the Virgin
     Islands, Canada and Mexico.

          (c)  Definition.   Sellers shall be deemed to be
     competing with Buyer if any of them or any of their
     respective Affiliates is engaged or participates in any
     activity or activities described in subsection (a) of this
     Section 7.8, directly or indirectly, whether for its own
     account or for that of any other Person, firm or
     corporation, and whether as a shareholder, partner or
     investor controlling any such entity or as principal, agent,
     representative, proprietor, or partner, or in any other
     capacity.

          (d)  Remedies.  Inasmuch as a breach, or failure to
     comply with, Section 7.8 of this Agreement will cause
     serious and substantial damage to Buyer, if any Seller or
     any of its respective Affiliates should in any way breach,
     or fail to comply with, the terms of this Section 7.8, Buyer
     shall be entitled to an injunction restraining such Seller
     and such Affiliates from any such breach or failure.  All
     remedies expressly provided for herein are cumulative of any
     and all other remedies now existing at law or in equity.
     Buyer shall, in addition to the remedies herein provided, be
     entitled to avail itself of all such other remedies as may
     now or hereafter exist at law or in equity for compensation,
     and for the specific enforcement of the covenants contained
     herein.  Resort to any remedy provided for hereunder or
     provided for by law shall not preclude or bar the concurrent
     or subsequent employment of any other appropriate remedy or
     remedies, or preclude the recovery by Buyer or monetary
     damages and compensation.

          (e)  Subsidiaries, Divisions and Affiliates.  For the
     purpose of this Section 7.8, "Buyer" shall include its
     subsidiaries, divisions and Affiliates as they may exist
     from time to time, HON and any Person deriving title to the
     goodwill of the Business or the Assets from Buyer.

          (f)  Severability.  Each subsection of this Section 7.8
     constitutes a separate and distinct provision hereof.  In
     the event that any provision of this Section 7.8 shall
     finally be judicially determined to be invalid, ineffective
     or unenforceable, such determination shall apply only in the
     jurisdiction in which such adjudication is made and every
     other provision of this Section 7.8 shall remain in full
     force and effect.  The invalid, ineffective or unenforceable
     provision shall, without further action by the parties, be
     automatically amended to effect the original purpose and
     intent of the invalid, ineffective or unenforceable
     provision; provided, however, that such amendment shall
     apply only with respect to the operation of such provision
     in the particular jurisdiction in which such adjudication is
     made.

          7.9  Accounts Receivable.  In the event that any Seller
or any of its Affiliates receives any payment relating to any
Account Receivable outstanding on or after the Closing Date, such
payment shall be the property of, and shall be immediately
forwarded and remitted to, Buyer.  Sellers or such Affiliates
will promptly endorse and deliver to Buyer any cash, checks or
other documents received by any Seller on account of any such
Accounts Receivable.  Sellers or such Affiliates shall advise
Buyer (promptly following any Seller's becoming aware thereof) of
any counterclaims or set-offs that may arise subsequent to the
Closing Date with respect to any Account Receivable.
          
          7.10 Name Change Filings.  Each Asset Seller shall,
within three (3) days following the Closing, deliver to Buyer
evidence of filing with the Secretary of State of its State of
incorporation of an amendment to such Sellers' Articles of
Incorporation to change its name to a name which is not
deceptively similar to its Corporate Names.  Each Asset Seller
shall, within thirty (30) days after the Closing, take such
actions and file such documents as shall be necessary to
(a) reflect such name changes in all States in which each Asset
Seller is qualified to do business as a foreign corporation, and
shall deliver to Buyer copies of such documents evidencing such
name change filings, (b) discontinue the use of the trademarks
and trade names associated with any products available through
such Asset Seller, and (c) otherwise discontinue the use of such
trademarks and trade names in connection with Seller's business
operations.

          7.11 No Shopping.  From the date hereof through and
until the earlier of termination of this Agreement pursuant to
Article X or Closing, no Seller nor any of its Affiliates,
employees, officers, agents or advisors shall, directly or
indirectly, (a) solicit, initiate or encourage any inquiries,
proposals or offers from any Person relating to any acquisition
(or sublease as the case may be) of the Assets or the Business,
or any assets or securities of, or any merger, consolidation or
business combination with, any Company, or (b) with respect to
any effort or attempt by any other Person to do or seek any of
the foregoing, (i) participate in any discussions or
negotiations, (ii) furnish to any other Person any information
with respect to, or afford access to the properties, books or
records of or relating to, any Company, the Assets or the
Business, or (iii) otherwise cooperate in any way with, or assist
or participate in, or facilitate or encourage any such effort.
Sellers shall promptly notify Buyer if any such proposal or offer
or any inquiry or contact with any Person with respect thereto is
made.

          7.12 Plant Closing Obligations.  If any Seller or any
of its Affiliates takes any action which could be construed as a
"plant closing" or "mass layoff", or which results in any
employee retained or employed suffering or deeming to have
suffered any "employment loss", as those terms are defined in
WARN, Sellers and such Affiliates shall be solely responsible for
providing any notice required by WARN and for making payments, if
any, which may be required under WARN for failure to provide
appropriate notice; provided, however, that for purposes of this
Section 7.12, employees of the Sellers immediately prior to the
Closing shall be deemed to be employees of the Buyer as of the
Closing Date.

          7.13 Further Assurances; Customer and Supplier
Relationships; Assertion of Claims.  Sellers shall use their best
efforts to implement the provisions of this Agreement, and for
such purpose Sellers, at the request of Buyer, at or after the
Closing, shall, without further consideration, promptly execute
and deliver, or cause to be executed and delivered, to Buyer such
deeds, assignments, bills of sale, Required Consents and other
instruments in addition to those required by this Agreement, in
form and substance satisfactory to Buyer, and take all such other
actions, as Buyer may reasonably deem necessary or desirable to
implement any provision of this Agreement or to more effectively
transfer, convey and assign to Buyer good and marketable title
to, and to put Buyer in actual possession and operating control
of, all of the Assets, free and clear of all Liens other than
Permitted Liens, including, without limitation, such instruments
and documents as may be necessary or advisable to vest in Buyer
all of Sellers' benefits and interest in any Liens (including
mechanics' liens) obtained by any Seller on or in any assets or
properties of Sellers' customers.

          7.14 Appointment of Representative.  Each Seller hereby
designates and appoints Philip T. Mercer ("Mercer") as the
Sellers' representative and attorney-in-fact (the
"Representative") to act for and on behalf of the Sellers as
provided in this Agreement and to serve in accordance with the
terms of this Agreement.  The Representative hereby accepts such
appointment and agrees to be bound by the terms of this Agreement
and to act in furtherance of the interests of the Sellers
hereunder.  In the event that Mercer is unable to serve as
Representative due to death or disability, or resigns (by
providing at least thirty (30) days' prior written notice to each
party to this Agreement), the Sellers shall select a successor
Representative.  Mercer's rights and obligations under this
Agreement as the Representative shall be separate and distinct
from Mercer's other rights and obligations hereunder or as an
officer or director of any Company, and any reference to Mercer
in his capacity as Representative shall not be deemed a reference
to Mercer in any other capacity.

          7.15 Payment of Indebtedness; Releases.  On or before
the Closing Date, each Seller will (a) pay, perform and discharge
any and all liabilities or obligations for indebtedness of each
Company, whether fixed, contingent or otherwise (including,
without limitation, notes payable to Affiliates of any Company),
and (b) obtain copies of all executed releases, in form and
substance reasonably satisfactory to Buyer, necessary to release
of any and all Liens relating to such indebtedness, including,
without limitation, the Liens described on the Schedule hereto
entitled "Liens" (in each case other than Liens that are
Permitted Liens).  The Sellers will cause the releases referenced
in the foregoing clause (b) to be filed promptly, but no later
than two (2) business days, after payment of the related
indebtedness and in any event promptly after the Closing Date.
                         
           ARTICLE VIII.  COVENANTS OF BUYER AND HON

          8.1  Covenants of Buyer.

          (a)  Maintenance of, and Access to, Records.  From and
     after the Closing, Buyer shall, whenever reasonably
     requested by the Representative, permit the Sellers to have
     access to such business records turned over to Buyer
     pursuant to this Agreement as may be reasonably requested by
     such Seller in connection with any audit or investigation by
     any Governmental Authority, or any matter relating to
     insurance coverage or third party claims, in each such case
     to the extent relating to the operation of the Business by
     such Seller prior to the Closing.  Buyer shall preserve and
     maintain the records relating to the Business which are part
     of the Assets for at least five (5) years after the Closing
     Date.

          (b)  Closing.  Buyer shall use its best efforts to
     cause the conditions set forth in Section 6.2 to be
     satisfied by the Closing Date.

          (c)  Disclosure Supplements.  From time to time prior
     to the Closing, Buyer shall promptly supplement or amend its
     Schedules to this Agreement with respect to any matter
     (i) which may arise hereafter and which, if existing or
     occurring at or prior to the date hereof, would have been
     required to be set forth or described in Buyer's Schedules
     to this Agreement, or (ii) which makes it necessary to
     correct any information in Buyer's Schedules to this
     Agreement or in any representation and warranty of HON or
     Buyer which has been rendered inaccurate thereby.  No
     supplement or amendment to the Schedules to this Agreement
     or any delivery of Schedules after the date hereof, unless
     expressly consented in writing by Sellers, shall be deemed
     to cure any breach of any representation or warranty made in
     this Agreement, or modify, affect or diminish Sellers' right
     to terminate this Agreement pursuant to Section 10.1(d).

          (d)  Copies.  During the period from the date hereof to
     the Closing, Buyer shall promptly furnish or make available
     to Seller copies of an income statement and balance sheet as
     of each month-end after the date of this Agreement and prior
     to Closing.

          (e)  Insurance.  After the Closing Buyer will use its
     best efforts to maintain any policies of insurance that
     cover Buyer's assets and properties, including, without
     limitation, Acquired Assets owned by Buyer, and the
     liabilities associated with the operation of its business.

          (f)  Supply of Products.  Buyer agrees to supply
     Sellers, during the term of this Agreement and prior to
     Closing, and upon request, with products manufactured or
     sold by Buyer to the extent necessary to replace any
     reduction in Sellers' supply of Products occurring after the
     date of this Agreement, on terms and conditions similar to
     those provided by Buyer to Sellers immediately prior to the
     date of this Agreement, subject to sufficient availability
     and capacity by Buyer.

          (g)  Further Assurances.  Buyer, at the request of
     Sellers and at or after the Closing, shall promptly execute
     and deliver, or cause to be executed and delivered, such
     other agreements, certificates, instruments and other
     writings required by it by this Agreement to satisfy the
     payment terms set forth in Section 3.1.
          
          8.2  Covenants of HON.

          (a)  Closing.  HON shall use its best efforts to cause
     the conditions set forth in Section 6.2 to be satisfied by
     the Closing Date.

          (b)  IRB Consents.  HON shall use its reasonable best
     efforts to obtain the consents referred to in Section
     6.1(j)(i).

          (c)  Buyer Note.  HON shall cause the Buyer Note to be
     purchased by a financial institution at the face value
     thereof, or shall repurchase the Buyer Note at the face
     value thereof within ninety (90) days of the Closing.


           ARTICLE IX.  CERTAIN ADDITIONAL COVENANTS

          9.1  Access to Records and Properties.  Prior to the
Closing, (a) Buyer shall be entitled, and each Seller shall
permit Buyer, to conduct such investigation of the condition
(financial or otherwise), business, assets, properties or
operations of the Companies and the Business as Buyer shall
reasonably deem appropriate, and (b) each Seller shall
(i) provide Buyer and its agents and representatives, including
its independent accountants, internal auditors and attorneys,
full and complete access to all the facilities, offices and
management and supervisory personnel of the Companies, and to all
of the books and records of the Companies (including work papers
of any accountants), (ii) cause the Companies' officers,
employees and advisors to furnish Buyer with such financial and
operating data (including the data described in Section 7.2(b))
and other information with respect to the condition (financial or
otherwise), business, assets, properties or operations of the
Companies and the Business as Buyer shall reasonably request, and
(iii) permit Buyer to make such inspections and copies thereof as
Buyer may reasonably require, including without limitation, to
conduct such environmental assessments and investigations of the
Property and surrounding property as Buyer or its advisors and
consultants may deem necessary or appropriate, and sampling and
analysis of environmental media to detect the presence or confirm
the absence of contamination, including any contamination which
may be present in groundwater and the sources of any such
contamination.  In addition, Buyer shall be provided with full
and complete access to the customers and suppliers of the
Business and the opportunity to make, in conjunction with
Sellers, cooperative calls on purchasers of Products.

          9.2  Expenses; Transfer Taxes.  Each party hereto will
bear the legal, accounting and other expenses incurred by such
party in connection with the negotiation, preparation and
execution of this Agreement, the Transaction Documents, and the
transactions contemplated hereby.  Buyer shall be responsible for
all obligations to Robert W. Baird & Co. Incorporated.  Sellers
shall be responsible for all obligations to Bowles, Hollowell,
Conner and First Union Capital Markets Corporation and counsel to
the Sellers, or any of them.  All sales, transfer, recordation
and documentary Taxes and fees which may be payable in connection
with the sale of the Acquired Assets shall be borne by Buyer;
provided, however, that Sellers will fully cooperate with Buyer
in preparing and filing all certificates and other documents the
filing of which will reduce the amount of Taxes and fees payable
in connection with the sale of the Acquired Assets.

          9.3  Bulk Transfer Laws.  Buyer hereby waives
compliance by Sellers with the laws of any jurisdiction relating
to bulk transfers which may be applicable in connection with the
transfer of the Acquired Assets to Buyer.

          9.4  Press Releases and Disclosure.  The parties agree
that neither Sellers, Buyer nor their respective Affiliates shall
issue or cause publication of any press release or other
announcement or public communication with respect to this
Agreement or the transactions contemplated hereby or otherwise
disclose this Agreement or the transactions contemplated hereby
to any third party (other than attorneys, advisors and
accountants to Sellers or Buyer) without the consent of the other
party hereto, which consent shall not be unreasonably withheld;
provided, that nothing herein shall prohibit any party from
issuing or causing publication of any press release, announcement
or public communication to the extent that such party deems such
action to be required by Law or stock exchange regulations;
provided further that such party shall, whenever practicable
consult with the other party concerning the timing and content of
such press release, announcement or communication before the same
is issued or published.

          9.5  Cooperation in the Defense of Claims.  In the
event that a claim is asserted against Buyer, any of its direct
or indirect subsidiaries or Affiliates, with respect to events or
conditions occurring or existing in connection with, or arising
out of, the operation of the Business prior to the Closing, or
the ownership, possession, use or sale of the Assets prior to the
Closing, Sellers shall cooperate with Buyer in the defense of any
such claim.

          9.6   Regulatory Approvals.  Sellers will, and will
cause its appropriate Affiliates to, and Buyer will, use, in each
case, its best efforts to obtain any authorizations, consents,
orders and approvals of any Governmental Authority necessary for
the performance of its respective obligations pursuant to this
Agreement and any of the other transaction documents, and the
consummation of the transactions contemplated hereby and thereby,
and will cooperate fully with each other in all reasonable
respects in promptly seeking to obtain such authorizations,
consents, orders and approvals.  Neither Sellers nor Buyer will
take any action that will have the effect of delaying, impairing
or impeding the receipt of any required regulatory approvals.
Without limiting the generality of the foregoing, Sellers and
Buyer will promptly file or cause to be filed with the FTC and
the DOJ, Notification and Report Forms and documentary materials
that substantially comply with the provisions of the H-S-R Act
and the rules thereunder.  Buyer shall pay all fees associated
with the filing of any such Notification and Report Forms or
related materials and information (other than the fees and
expenses of Buyer's legal, financial or other professionals
engaged to provide services in respect of such filing).  Buyer
and Sellers will promptly file any additional information
requested as soon as practicable after receipt of a request for
additional information.  Buyer and Sellers will use reasonable
efforts to obtain early termination of the applicable waiting
period under the H-S-R Act.  The parties hereto will coordinate
and cooperate with one another in exchanging such information and
providing such reasonable assistance as may be requested in
connection with such filing.  Sellers will supply Buyer with
copies of all correspondence, filings or communications (or
memoranda setting forth the substance thereof) between Sellers or
its representatives, on the one hand, and the FTC, the DOJ or any
other Governmental Authority or members of their respective
staffs, on the other hand, with respect to this Agreement or the
transactions contemplated hereby.

          9.7  Employee Matters.  (a) Buyer shall offer
employment as of the Closing Date to such currently active
employees employed in the Business by the Asset Sellers as of the
Closing Date as Buyer may determine (each a "Transferred
Employee").

          (b)  Immediately following the Closing Date, Buyer
     shall provide to each Transferred Employee employee benefits
     (including hospitalization, medical, prescription drug,
     dental, disability, 401(k), pre-tax premium payment,
     vacation, life and accidental death and dismemberment,
     incentive, bonus, fringe benefits and other similar benefits
     but excluding any plan or program (or feature thereof) which
     provides any opportunity to, directly or indirectly, acquire
     or invest in the equity of any Asset Seller) which are, in
     the aggregate, substantially similar to the employee
     benefits provided as of the date hereof to such Transferred
     Employee, but only to the extent such Transferred Employee
     is eligible for such benefits as of such date.  Each
     Transferred Employee shall be credited for eligibility,
     benefit accrual and vesting purposes with their periods of
     service with the Asset Sellers counted under a Company Plan
     prior to the Closing Date under any similar employee benefit
     plan, program or arrangement established, maintained,
     continued or made available by Buyer after the Closing Date
     in which such Transferred Employees are eligible to
     participate (excluding for this purpose accruals under any
     retirement plan for the period prior to Closing).

          (c)  Effective as of the Closing Date, Buyer shall
     assume the sponsorship of the AFC Flexible Benefits Program
     (the "Assumed Plan"), and, prior to Closing, AFC shall take
     all action necessary to amend such plan to reflect the
     change in sponsorship, to exclude participation by any
     employees who are not Transferred Employees (except for
     deferred vested participants) and make other conforming
     changes and to transfer to Buyer the assets attributable to
     the Assumed Plan.  Effective as of the later of the Closing
     Date or such date as AFC supplies Buyer with evidence
     reasonably acceptable to Buyer that the Internal Revenue
     Service has concluded its audit of the American Fireplace
     Company Tax-Sheltered Thrift Plan and Trust ("AFC Plan") for
     all years under audit as of the date hereof without
     disqualifying the AFC Plan and without requiring any
     correction, sanction or adjustment with respect to such AFC
     Plan, Buyer shall assume the sponsorship of the AFC Plan,
     and, prior to such transfer of  sponsorship, AFC shall take
     all action necessary to amend the AFC Plan to reflect the
     change in sponsorship and make other conforming changes and
     to transfer to Buyer the assets attributable to such AFC
     Plan.

          (d)  The Asset Sellers shall be responsible for all
     claims for welfare benefits which are incurred prior to the
     Closing Date by any Transferred Employee (or the eligible
     spouse or dependent of such Transferred Employee) that are
     payable under the terms and conditions of any Company Plan,
     except to the extent accrued for as a liability on
     Schedule 2.1(b).  The Asset Sellers shall cease to provide
     any group health plan to any employees as of the Closing
     Date, and therefore shall have no obligation to provide
     medical continuation coverage to such employees.  Pursuant
     to the provisions of this Section 9.7, Buyer shall be
     considered a successor employer within the meaning of
     Prop. Treas. Reg. Section 54.4980B-9 and therefore shall be
     responsible for providing medical continuation coverage
     pursuant to COBRA to former employees of the Asset Sellers
     (and their eligible spouses and dependents) who terminate
     employment at or prior to the Closing Date.  Buyer shall
     recognize copayments and deductibles paid by each
     Transferred Employee (or eligible spouse or dependent of
     such Transferred Employee) under the Plans prior to the
     Closing Date for the applicable period and shall not exclude
     any Transferred Employee (or eligible spouse or dependent of
     such Transferred Employee) from medical coverage based on
     any preexisting condition.

          (e)  Nothing herein expressed or implied shall confer
     upon any Transferred Employee (or any spouse or dependent of
     such Transferred Employee) or legal representative thereof
     any rights or remedies, including without limitation any
     right to employment for any specified period, of any nature
     or kind whatsoever under or by reason of this Agreement.

          (f)  Sellers shall be responsible for the claims for
     workers compensation benefits which are incurred prior to
     the Closing Date.

          (g)  To the extent assumed under Section 2.1(b), Buyer
     shall assume liability for normal and ordinary vacation
     accruals attributable to each Transferred Employee as a
     result of such Transferred Employee's service with an Asset
     Seller.

          (h)  In no event shall Buyer be liable for any
     severance payments that may be payable to any employee of
     the Business as a result of the transactions set forth in
     this Agreement.  The Asset Sellers shall use their best
     efforts to assign to Buyer as of the Closing Date the
     employment agreements currently in effect with their respect
     to the employees and to obtain from each employee covered by
     any such employment agreement in a form acceptable to Buyer
     (a) an acknowledgment that the transactions contemplated by
     this Agreement will not result in a termination of
     employment for purposes of such employment agreement, and
     (b) a waiver and release of any claim for payment or
     benefits under such employment agreement based on the
     transactions contemplated by this Agreement.

          (i)  On the Closing Date, each of the Asset Sellers
     shall transfer the personnel files of the employees of the
     Business, or copies thereof, to Buyer.

          (j)  Sellers shall pay all annual incentive bonuses
     payable for 1999 and any prior years under any incentive
     arrangements.

          9.8  [Intentionally omitted]

          9.9  Product Warranty Work.  After the Closing Date,
Buyer shall perform, without recourse to Sellers, the Companies'
obligations under Ordinary Warranty Commitments.  With respect to
warranty claims other than Ordinary Warranty Commitments, Buyer
may seek indemnification from Sellers for such Liability, as
provided in Article XI.

                         ARTICLE X.  TERMINATION

          10.1 Termination.  This Agreement and the transactions
contemplated hereby may be terminated at any time prior to the
Closing:

          (a)  Mutual Consent.  By the Representative and Buyer;

          (b)  Termination Date.  By Sellers, by the
     Representative or by Buyer, if the Closing shall not have
     occurred on or before March 31, 2000 (the "Termination
     Date"); provided, however, that (i) if the HSR Approvals
     shall not have been obtained by March 31, 2000, the
     Termination Date shall be extended to May 31, 2000 and (ii)
     the right to terminate this Agreement pursuant to this
     Section 10.1(b) shall not be available to any party whose
     failure to fulfill any obligation under this Agreement has
     been the cause of, or resulted in, the failure of the
     Closing to occur on or before the Termination Date;

          (c)  Sellers Misrepresentation or Breach.  By Buyer, if
     there has been a breach by any Seller of any of its
     representations, warranties, covenants, obligations or
     agreements set forth in this Agreement or in any writing
     delivered pursuant hereto by any Seller, which breach
     (A) would give rise to a failure of a condition set forth in
     Section 6.1, and (B) is incapable of being cured by Sellers
     or is not cured within ten (10) business days of written
     notice thereof;

          (d)  Buyer Misrepresentation or Breach.  By Sellers or
     by the Representative, if there has been a breach by Buyer
     of any of its representations, warranties, covenants,
     obligations or agreements set forth in this Agreement or in
     any writing delivered pursuant hereto by Buyer, which breach
     (A) would give rise to a failure of a condition set forth in
     Section 6.2. and (B) is incapable of being cured by Buyer
     and is not cured within the (10) business days of written
     notice thereof;

          (e)  Court Order.  By Sellers, by the Representative or
     by Buyer, if consummation of the transactions contemplated
     hereby shall violate any non-appealable final order, decree
     or judgment of any court or Governmental Authority having
     competent jurisdiction;

          (f)  Material Adverse Change.  By Buyer, if since the
     date of this Agreement there has been a material adverse
     change, or the occurrence of a condition or event which
     would reasonably be expected to result in a material adverse
     change, in the condition (financial or otherwise), business,
     assets, properties, or operations of the Companies, taken as
     a whole (other than as a result of any matter set forth in
     the proviso to Section 6.1(c));

          (g)  Buyer's Conditions.  By Buyer, if any condition
     precedent to Buyer's obligation to effect the Closing as set
     forth in Section 6.1 is not satisfied, or shall have become
     incapable of fulfillment, and such condition is not waived,
     if waivable, by Buyer on or prior to the Termination Date;
     and

          (h)  Sellers' Conditions.  By Sellers or by the
     Representative, if any condition precedent to Sellers'
     obligation to effect the Closing as set forth in Section 6.2
     is not satisfied, or shall have become incapable of
     fulfillment, and such condition is not waived, if waivable,
     by Sellers or by the Representative on or prior to the
     Termination Date.

          10.2 Effect of Termination.  If this Agreement is
terminated pursuant to Section 10.1, written notice thereof shall
forthwith be given to the other parties and this Agreement shall
thereafter become void and have no further force and effect and
all further obligations of Sellers, HON and Buyer under this
Agreement shall terminate without further liability of Sellers,
HON or Buyer, except that (a) each party will return all
documents, workpapers and other material of any other party
relating to the transactions contemplated hereby, whether so
obtained before or after the execution hereof, to the party
furnishing the same, and all confidential information received by
any party hereto with respect to the business of any other party
shall be treated in accordance with Section 7.4 and the
Confidentiality Agreements (as hereinafter defined); (b) the
obligations of Sellers and Buyer under Section 9.2 shall survive
such termination; and (c) such termination shall not constitute a
waiver by any party of any claim it may have for damages caused
by reason of, or relieve any party from liability for, any breach
of this Agreement prior to termination under Section 10.1.

                    ARTICLE XI.  INDEMNIFICATION

          11.1 Indemnification by Buyer.  From and after the
Closing, Buyer and HON, jointly and severally, shall indemnify,
defend and hold Sellers, its Affiliates, and their respective
directors, officers, representatives, employees and agents
harmless from and against any and all claims, actions, suits,
demands, assessments, judgments, losses, liabilities, damages,
costs and expenses (including, without limitation, interest,
penalties, attorneys' fees to the extent permitted by law, and
accounting fees and investigation costs) (collectively,
"Liabilities") that may be incurred by any Seller or other such
persons resulting or arising from or related to, or incurred in
connection with:  (a) the failure of Buyer to assume, pay,
perform and discharge the Assumed Liabilities, (b) the failure of
Buyer to report the purchase of the Acquired Assets in accordance
with the allocations required by Section 3.6, and (c) any breach
of any representation, warranty, covenant, obligation or
agreement of Buyer contained herein or in any other Transaction
Document.

          11.2 Indemnification by Sellers.

          (I)  General.  From and after the Closing, Sellers
shall jointly and severally indemnify, defend and hold Buyer, its
Affiliates, and their respective directors, officers,
representatives, employees and agents harmless from and against
any and all Liabilities that may be incurred by Buyer or other
such persons resulting or arising from, related to or incurred in
connection with:  (a) the failure of Sellers to assume, pay,
perform and discharge the Retained Liabilities, (b) the failure
of Sellers to report the sale of the Acquired Assets in
accordance with the allocations required by Section 3.6, (c) any
breach of any representation, warranty, covenant, obligation or
agreement of Sellers contained herein or in any other Transaction
Document, (d) any failure to comply with the laws of any
jurisdiction relating to bulk transfers which may be applicable
in connection with the transfer of the Acquired Assets to Buyer,
(e) the litigation, actions, suits, investigations, claims,
Company Plan audits and proceedings described, or required to be
described, in the Schedules to this Agreement, (f) any failure to
obtain any Required Consent, and (g) the failure by AFC to obtain
all air quality permits required by Law for its facility
described on the Schedule entitled "Environmental Matters".

          (II) Environmental Indemnification.  Sellers jointly
and severally agree to indemnify, defend, reimburse and hold
harmless:

          (A)  Buyer, its Affiliates and their respective
               directors, officers, representatives, employees
               and agents; and

          (B)  any other Person who acquires a portion of the
               Property in any manner, including but not limited
               to, through purchase, at a foreclosure sale or
               otherwise through the exercise of the rights and
               remedies of Buyer under this Agreement; and

          (C)  the contractors, subcontractors, experts,
               licensees, lessees, mortgagees, trustees, heirs,
               devisees, successors, assigns and invitees of any
               Persons referred to in subsections (A) or (B) of
               this Section 11.2(II);

from and against any and all Environmental Damages (as
hereinafter defined) arising from the presence, use, generation,
storage, treatment, discharge, release or disposal (including off-
site disposal) of Hazardous Materials upon, about, from or
beneath the Property or migrating to or from the Property, or
arising in any manner whatsoever out of the violation of any
Environmental Requirements pertaining to the Property and the
activities thereon, in each case to the extent that such
Environmental Damages or violation of any Environmental
Requirements are attributable to, or the result of, any act or
omission by any Company prior to the Closing Date.  This
obligation to indemnify shall include, but not be limited to, the
expense of defending all claims, suits and administrative
proceedings (with counsel reasonably approved by the indemnified
parties), even if such claims, suits or proceedings are
groundless, false or fraudulent, and paying and discharging, when
and as the same become due, any and all judgments, penalties or
other sums due against such indemnified Persons; provided,
however, that Buyer will be entitled to control any clean-up or
remediation, and any related proceeding, and, except as provided
in the following sentence, any other proceeding with respect to
which indemnity may be sought under this Section.  The procedures
described in Section 11.3 shall apply to any claim solely for
monetary damages relating to a matter covered by this Section.

          11.3 Notice of Claim; Right to Participate in and
Defend Third Party Claim.

          (a)   If any indemnified party receives notice of the
     assertion of any claim, the commencement of any suit, action
     or proceeding, or the imposition of any penalty or
     assessment by a third party in respect of which indemnity
     may be sought hereunder (a "Third Party Claim"), and the
     indemnified party intends to seek indemnity hereunder, then
     the indemnified party shall promptly provide the
     indemnifying party with prompt written notice of the Third
     Party Claim, but in any event not later than thirty (30)
     calendar days after receipt of such notice of Third Party
     Claim.  The failure by an indemnified party to notify an
     indemnifying party of a Third Party Claim shall not relieve
     the indemnifying party of any indemnification responsibility
     under this Article XI, unless such failure materially
     prejudices the ability of the indemnifying party to defend
     such Third Party Claim.
     
          (b)  The indemnifying party shall have the right to
     control the defense or settlement of such Third Party Claim
     with counsel of its choosing provided the indemnifying party
     shall have acknowledged in writing its obligations to
     indemnify the indemnified party with respect to such Third
     Party Claim; provided, however, that the indemnifying party
     shall not settle or compromise any Third Party Claim without
     the indemnified party's prior written consent, unless the
     terms of such settlement or compromise release the
     indemnified party from any and all liability with respect to
     the Third Party Claim.  The indemnified party shall be
     entitled (at the indemnified party's expense) to participate
     in the defense of any Third Party Claim with its own
     counsel.

          (c)  Any indemnifiable claim hereunder that is not a
     Third Party Claim shall be asserted by the indemnified party
     by promptly delivering notice thereof to the indemnifying
     party.

          11.4 Setoff.  (a) In addition to any and all other
remedies hereunder or at law or in equity, Buyer shall be
entitled to recover any indemnification payment or other amounts
due from any Seller or Affiliate of a Seller hereunder, under an
Employment and Non-Competition Agreement or a Non-Competition
Agreement, or by a guarantor under a Shareholder Guaranty and (i)
which have not been duly and punctually paid, or (ii) with
respect to which any such Seller or Affiliate shall not have
acknowledged its indemnification obligations under Article XI, by
retaining and setting off the amounts (whether or not such
amounts are liquidated or reduced to judgment) against any
amounts due from Buyer to any Seller, Affiliate of a Seller or
guarantor under any such agreement or the Convertible Debentures
or any securities into which Convertible Debentures have been
converted; provided, however, that any setoff associated with a
breach or amounts due under any Employment and Non-Competition
Agreement or any Non-Competition Agreement shall be set off
solely against the Seller or Affiliate of Seller committing such
breach.  Pending final judgment by a court of competent
jurisdiction (which shall, for purposes of this Agreement, be
deemed to include any decision of any mediator to which the
parties thereto have consented, and any arbitration decision
rendered, pursuant to Section 11.8) that Buyer is entitled to any
such payments or other amounts, the setoff amounts shall be
deposited into an interest bearing escrow account with a
financial institution designated by Buyer (the "Escrow Agent").

          (b)  (i) If such judgment holds that Buyer in whole or
     in part wrongfully setoff, and that Buyer had reasonable
     grounds for its assertion that such Seller, Affiliate or
     guarantor was in breach of, or had otherwise failed to
     comply with, the agreement under which setoff was claimed
     and the amount setoff, Buyer shall pay the Person entitled
     to such wrongfully setoff funds such wrongfully setoff funds
     plus an amount equal to (x) 10% interest computed thereon
     less (y) interest earned on the escrowed funds from the date
     of the earlier of escrow deposit or setoff to the date of
     payment and such person shall be entitled to such escrow
     interest.  (ii) If such judgment holds that Buyer in whole
     or in part wrongfully setoff, and that Buyer did not have
     reasonable grounds for its assertion that such Seller,
     Affiliate or guarantor was in breach of, or had otherwise
     failed to comply with, the agreement under which setoff was
     claimed and the amount setoff, Buyer shall pay the Person
     entitled to such wrongfully setoff funds an amount equal to
     (x) such wrongfully setoff funds plus (y) interest actually
     earned thereon as reflected in account statements from the
     Escrow Agent, plus (z) an additional 15% interest computed
     on the wrongfully setoff funds from the date of the earlier
     of escrow deposit or setoff to the date of payment.

          (c)  If such judgment holds that Buyer in whole or in
     part was entitled to setoff, the Person otherwise entitled
     to any such setoff amount shall pay Buyer an amount equal to
     (x) 10% interest computed on the amount of such judgment
     less (y) interest earned on any escrowed amounts from the
     date of setoff to the date of such judgment, and Buyer shall
     be entitled to such escrow interest.

          (d)  Buyer's rights to set off amounts immediately
     prior to the expiration of the period set forth in Section
     11.5(e) with respect to any claim referred to in such
     Section which is a Third Party Claim shall be conditioned
     upon HTI or any Affiliate of HTI having received written
     notice of such Claim, including, without limitation, any
     such written notice from an insurance company asserting any
     such Claim.

          11.5 Time Limitations on Claims for Indemnification.
The right of Buyer to indemnification pursuant to
Sections 11.2(I)(a) and 11.2(I)(c), and the right of Sellers to
indemnification for breach of representations and warranties
pursuant to Section 11.1(c) or pursuant to the Securityholders'
Agreement, shall apply only to those claims for indemnification
which are given pursuant to this Agreement on or before the
respective dates set forth below:

          (a)  Any claim for indemnification relating to any
     breach of the representations and warranties set forth in
     Section 5.1(v) shall be made on or before the second
     anniversary of the Closing Date;

          (b)  No time limit shall apply to any right to
     indemnification with respect to any breach of any
     representation or warranty contained in Sections 5.1(a),
     (b), (d) or (e), Section 5.3(a) or (b), or Section 5.4(a),
     (b) or (c);

          (c)  Any claim for indemnification relating to any
     breach of the representations and warranties set forth in
     Section 5.1(t) shall be made on or before the second
     anniversary of the Closing Date;

          (d)  Any claim for indemnification with respect to any
     breach of any representation or warranty set forth in any
     subsection of Section 5.1, Section 5.3 or Section 5.4 not
     referred to in subsections (a), (b) or (c) of this Section
     11.5 shall be made on or before the day that is 455 days
     after the Closing Date; and

          (e)  Any claim for indemnification made pursuant to
     Section 11.2(I)(a) or (g) shall be made on or before the
     third anniversary of the Closing Date.

          11.6 Maximum and DeMinimis Amounts.

          (a)  The maximum amount of indemnification which can be
     required of Sellers in the aggregate under Section
     11.2(I)(c) for any breach of any representation or warranty
     set forth in Section 5.1 (or any portion thereof), Section
     11.2(II) and Section 11.2(I)(a) shall not exceed
     $10,000,000.

          (b)  Sellers shall not be required to indemnify, defend
     or hold Buyer harmless from and against any Liabilities
     under Section 11.2(I)(c) with respect to any breach of any
     representation or warranty (without giving effect to any
     limitations as to "materiality," "substantial," "Material
     Adverse Effect," or "material adverse change" set forth
     therein) (other than a breach of any representation and
     warranty described in Sections 5.1(d) or (l)), unless and
     until the amount of such Liabilities equals $375,000 in the
     aggregate (the "Threshold Amount") in which event Sellers
     shall be obligated to indemnify Buyer, and Buyer may assert
     its right to indemnification hereunder to the full extent of
     all Liabilities relating to such breach, including
     Liabilities that are less than the Threshold Amount.

          11.7 Exclusions.  No limitation set forth in
     Sections 11.5 or 11.6 shall apply with respect to any
     representations and warranties made by any Seller which any
     Seller knew were untrue or false.

          11.8 Dispute Resolution.  (a) In the event that any
party to this Agreement or the Securityholders' Agreement has any
claim, right or cause of action against any other party to this
Agreement or the Securityholders' Agreement, which the parties
shall be unable to settle by agreement between themselves, such
claim, right or cause of action, to the extent that the relief
sought by such party is for monetary damages or awards, shall be
submitted to non-binding mediation, pursuant to clause (b) below,
and if not successfully mediated, determined by arbitration in
accordance with the provisions of this Section 11.8.

          (b)  The party or parties requesting mediation shall
     serve upon the other or others a demand therefor, in
     writing, specifying the matter to be submitted to mediation.
     Within ten (10) business days after receipt of such written
     demand, the parties shall agree in writing to the
     appointment of a mutually acceptable mediator, who shall fix
     a time and place of the mediation which shall be as soon as
     conveniently possible (but in no event later than ten (10)
     business days after the appointment of the mediator), at
     which time and place the parties to the controversy shall
     appear and be heard with respect to the right, claim or
     cause of action.  If the parties do not agree upon a
     mediator within the time specified, the matter shall proceed
     to arbitration under the procedures set forth in this
     Section 11.8.  At mediation, each party shall present such
     testimony, examinations and investigations in accordance
     with such procedures and regulations as may be determined by
     the mediator and shall also recommend to the mediator a
     monetary award to be adopted by the mediator.  After hearing
     the parties in regard to the matter in dispute, the mediator
     shall adopt as his or her determination with respect to such
     claim, right or cause of action, within ten (10) business
     days of the completion of the examination, by decision
     signed in writing (together with a brief written statement
     of the reasons for adopting such recommendation), one of the
     recommendations submitted by the parties to the dispute and
     shall grant no other relief or remedy.  The decision of said
     mediator shall be non-binding and may be appealed by any
     party to arbitration under the arbitration procedures set
     forth in this Section 11.8  The expense and cost of
     mediation, including fees and expenses of counsel to the
     parties, shall be borne by the party or parties whose
     recommendation was not adopted by the mediator.

          (c)  The party or parties requesting arbitration shall
     serve upon the other or others a demand therefor, in
     writing, specifying the matter to be submitted to
     arbitration, and nominating a competent disinterested person
     to act as an arbitrator.  Within ten (10) business days
     after receipt of such written demand and nomination, the
     other party or parties shall, in writing, nominate a
     competent disinterested person, and the two (2) arbitrators
     so designated shall, within ten (10) business days
     thereafter, select a third arbitrator.  The three (3)
     arbitrators shall give immediate written notice of such
     selection to the parties and shall fix in said notice a time
     and place of the meeting of the arbitrators which shall be
     as soon as conveniently possible (but in no event later than
     ten (10) business days after the appointment of the third
     arbitrator), at which time and place the parties to the
     controversy shall appear and be heard with respect to the
     right, claim or cause of action.

          (d)  In case the notified party or parties shall fail
     to make a selection upon notice within the time period
     specified in Section 11.8(c), the party asserting such claim
     shall appoint an arbitrator on behalf of the notified party.
     In the event that the first two (2) arbitrators selected
     shall fail to agree upon a third arbitrator within ten (10)
     business days after their selection, then such arbitrator
     may, upon application made by either of the parties to the
     controversy, be appointed by any judge of any United States
     court of record having jurisdiction in the State of
     Maryland.

          (e)  At arbitration, each party shall present such
     testimony, examinations and investigations in accordance
     with such procedures and regulations as may be determined by
     the arbitrators and shall also recommend to the arbitrators
     a monetary award to be adopted by the arbitrators as the
     complete disposition of such claim, right or cause of
     action.  After hearing the parties in regard to the matter
     in dispute, the arbitrators shall adopt as their
     determination with respect to such claim, right or cause of
     action, within ten (10) business days of the completion of
     the examination, by majority decision signed in writing
     (together with a brief written statement of the reasons for
     adopting such recommendation), one of the recommendations
     submitted by the parties to the dispute and shall grant no
     other relief or remedy.  The decision of said arbitrators,
     absent fraud, duress or manifest error, shall be final and
     binding upon the parties to such controversy and may be
     enforced in any court of competent jurisdiction.

          (f)  The expense and cost of arbitration, including
     fees and expenses of counsel to the parties, shall be borne
     by the party or parties whose recommendation was not adopted
     by the arbitrator.

          (g)  Notwithstanding any other provisions of this
     Section 11.8, in the event that a party against whom any
     claim, right or cause of action is asserted commences, or
     has commenced against it, bankruptcy, insolvency or similar
     proceedings, the party or parties asserting such claim,
     right or cause of action shall have no obligations under
     this Section 11.8 and may assert such claim, right or cause
     of action in the manner and forum it deems appropriate,
     subject to applicable laws.  No determination or decision by
     the mediator or arbitrators pursuant to this Section 11.8
     shall limit or restrict the ability of any party hereto to
     obtain or seek in any appropriate forum, any relief or
     remedy that is not a monetary award or money damages.

          (h)  Any reference to any judicial decision or
     determination by any court contained herein, in the
     Securityholders' Agreement, in the Debentures or in any
     other agreement executed pursuant hereto, shall include any
     decision of a mediator by which the parties have agreed to
     be bound, and any decision of arbitrators reached pursuant
     to this Section 11.8.
                         
                  ARTICLE XII.  MISCELLANEOUS

          12.1 Amendments.  This Agreement may be amended only by
a writing executed by Buyer and the Representative, acting on
behalf of Sellers.

          12.2 Entire Agreement.  This Agreement, the
Confidentiality Agreement dated September 14, 1999 between
Bowles, Hollowell, Conner (on behalf of Sellers) and HON (the
"Seller Confidentiality Agreement"), the letter agreement
regarding confidentiality dated November 19, 1999 among HON,
Allied, AFC, Madison, Minocqua and Bowles, Hollowell, Conner
(together with the Seller Confidentiality Agreement, the
"Confidentiality Agreements") and the other agreements expressly
provided for herein and the Schedules hereto, set forth the
entire understanding of the parties hereto with respect to the
subject matter hereof, and supersede all prior contracts,
agreements, arrangements, communications, discussions,
representations and warranties, whether oral or written, between
the parties.

          12.3 Governing Law.  This Agreement shall in all
respects be governed by and construed in accordance with the laws
of the State of  Maryland, without regard to its conflicts of law
doctrine.  Each Seller hereby agrees to submit to the personal
jurisdiction of the state or federal courts located in the State
of Maryland, and hereby appoint the Representative, as its agent
for purpose of service of process in any such state or federal
court.  Notwithstanding the foregoing, any party may initiate and
prosecute any legal proceeding or seek enforcement of any
judgment in any proper court having jurisdiction in the United
States or elsewhere.

          12.4 Notices.  Any notice, request or other
communication required or permitted hereunder shall be in writing
and shall be deemed to have been duly given (a) when received if
personally delivered, (b) within five (5) days after being sent
by registered or certified mail, return receipt requested,
postage prepaid, (c) within twelve (12) hours after being sent by
telecopy, with confirmed answerback, or (d) within one (1)
business day of being sent by priority delivery by established
overnight courier, to the parties at their respective addresses
set forth below.

       To Sellers:       Philip T. Mercer
                         11208 Ridermark Row
                         Columbia, MD 21044

       With a copy to:   McGuire, Woods, Battle & Boothe LLP
                         7 St. Paul Street, Suite 1000
                         Baltimore, MD 21202
                         Fax No.:  (410) 659-4599
                         Attention:  James P. O'Hare

       To Buyer or HON:  Hearth Technologies Inc.
                         c/o HON INDUSTRIES Inc.
                         414 East Third Street
                         Muscatine, IA 52761
                         Attention:  Chief Financial Officer

       With a copy to:   HON INDUSTRIES Inc.
                         414 East Third Street
                         Muscatine, IA 52761
                         Attention:  General Counsel

                  and:   Jones, Day, Reavis & Pogue
                         77 West Wacker, 35th Floor
                         Chicago, Illinois 60601-1692
                         Fax No.:  (312) 782-8585
                         Attention:  Elizabeth C. Kitslaar

Any party by written notice to the others given in accordance
with this Section 12.4 may change the address or the Persons to
whom notices or copies thereof shall be directed.

       12.5 Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, and all of which together will constitute one and the
same instrument.

       12.6 Assignment.  This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of each party
hereto, but no rights, obligations or liabilities hereunder shall
be assignable by (a) any Seller without the prior written consent
of Buyer, or (b) Buyer without the consent of the Representative.

       12.7 Waivers.  Except as otherwise provided herein, Buyer
or Sellers may waive in writing compliance by the other parties
hereto (to the extent such compliance is for the benefit of the
party giving such waiver) with any of the terms, covenants or
conditions contained in this Agreement or in any of the other
Transaction Documents (except such as may be imposed by law).
Any waiver by any party of any violation of, breach of, or
default under, any provision of this Agreement or any of the
other Transaction Documents, by any other party shall not be
construed as, or constitute, a continuing waiver of such
provision, or waiver of any other violation of, breach of or
default under any other provision of this Agreement or any of the
other Transaction Documents.

       12.8 Third Parties.  Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or
give any Person or entity other than Buyer, Sellers and the
Representative any rights or remedies under or by reason of this
Agreement.

       12.9 Schedules.  The Schedules attached to this Agreement
are incorporated herein and shall be part of this Agreement for
all purposes.

       12.10 Headings.  The headings in this Agreement are solely
for convenience of reference and shall not be given any effect in
the construction or interpretation of this Agreement.
  
       12.11  Certain Definitions.
       
       (a)  For purposes of this Agreement, the term "Affiliate"
  shall mean any Person that directly, or indirectly through one
  or more Persons, controls, is controlled by, or is under common
  control with, the Person specified or, directly or indirectly,
  is related to or otherwise associated with any such Person or
  entity.

       (b)  For purposes of this Agreement and of any other
  Transaction Document, the phrases, "to the best knowledge",
  "knowledge", "Sellers' knowledge" or "Seller's knowledge" shall
  be deemed to include all information that is actually known
  after due inquiry or, in the exercise of reasonable diligence
  in light of the scope of such person's authority and
  responsibilities with any Company or Seller, should be known,
  by any of the following individuals: Mercer,
  Richard A. Grove, Jr., David E. Scott, James Setree or
  Cheri Taylor.

       12.12     Remedies Not Exclusive.  Except with respect to
matters for which a remedy is provided by Article XI, no remedy
conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy and each remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder or hereafter existing at law or in equity
or by statute or otherwise.  No remedy shall be deemed to be a
limitation on the amount or measure of damages resulting from any
breach of this Agreement.  The election of any one or more
remedies shall not constitute a waiver of the right to pursue
other available remedies.

       12.13     Gender and Number.   The masculine, feminine or
neuter gender and the singular or plural number shall each be
deemed to include the others whenever the context so indicates.

       12.14     Attorney's Fees.  In the event of any dispute
among the parties hereto arising out of or related to this
Agreement involving mediation, arbitration and/or litigation, the
parties agree, except as may be otherwise agreed by the parties
or ordered by any mediator, arbitrator or court of competent
jurisdiction, that the party or parties against whom a final
determination is made will reimburse the other party or parties
for all fees, costs and expenses of counsel incurred by such
party or parties with respect to such mediation, arbitration
and/or litigation.

       IN WITNESS WHEREOF, the parties have caused their duly
authorized representatives to execute this Agreement as of the
date first above written.

                            
                            AMERICAN FIREPLACE COMPANY
                            
                            By   /s/ P.T. Mercer
                              Philip T. Mercer, President
                            
                            
                            HEARTH & HOME, INC.
                            
                            By   /s/ James E. Setree
                              James E. Setree, President
                            
                            
                            PHILIP T. MERCER
                            
                            By   /s/ P.T. Mercer
                              Philip T. Mercer, as
                                Representative
                            
                            
                            HEARTH TECHNOLOGIES INC.
                            
                            By   /s/ Daniel C. Shimek
                              Daniel C. Shimek, President
                            
                            
                            HON INDUSTRIES INC.
                            
                            By   /s/  David C. Stuebe
                              David C. Stuebe
                              Vice President and Chief
                              Financial Officer


EX-2
3
EXHIBIT 2.1(II)

                                                  EXHIBIT 2.1(ii)





                       PURCHASE AGREEMENT



                          By and Among
                                
               RON F. SKORONSKI, KIRK R. SORENSEN,
       MADISON FIRE PLACE, INC., FIREPLACE & SPA, INC. and
           THE MINOCQUA FIREPLACE COMPANY, as SELLERS,

            HEARTH TECHNOLOGIES INC., as BUYER, and

                      HON INDUSTRIES INC.



     

                  Dated as of January 28, 2000




                       TABLE OF CONTENTS

                                                          
                                                          Page
                                                          
ARTICLE I.     PURCHASE AND SALE                               2
           1.1 Purchase and Sale of Assets                     2
               (a) [Intentionally omitted]                     2
               (b) Prepaids                                    2
               (c) Inventory                                   2
               (d) Accounts Receivable                         2
               (e) Fixed Assets                                2
               (f) [Intentionally omitted]                     2
               (g) Leased Property                             2
               (h) Intellectual Property Rights                2
               (i) Business Records                            3
               (j) Rights Under Confidentiality                 
                   Agreements and Warranties                   3
               (k) Customer List                               3
               (l) Catalogs and Advertising Materials          3
               (m) Purchase Orders                             3
               (n) Contracts                                   3
               (o) Permits                                     4
               (p) [Intentionally omitted]                     4
               (q) Goodwill                                    4
               (r) Miscellaneous                               4
           1.2 Retained Assets                                 4
               (a) Designated Assets                           4
               (b) Non-Assigned Contracts                      4
               (c) Employee Plan Assets                        4
               (d) Corporate Records                           5
               (e) [Intentionally omitted]                     5
               (f) Insurance                                   5
           1.3 Purchase and Sale of Shares                     5
           1.4 Assignability and Consents                      5
               (a) Required Consents                           5
               (b) Nonassignable Items                         6
ARTICLE II.    LIABILITIES                                     6
           2.1 Assumption of Liabilities                       6
               (a) [Intentionally omitted]                     6
               (b) Accrued Liabilities                         6
               (c) Contracts                                   6
               (d) Warranty Commitments                        7
           2.2 Retained Liabilities                            7
               (a) Pre-Closing                                 7
               (b) Liabilities Relating to the Sale of          
                   Acquired Assets                             7
               (c) Employee-Related Liabilities                7
               (d) Litigation                                  8
               (e) Product, Environmental and Safety            
                   Liability                                   8
               (f) Taxes                                       8
               (g) [Intentionally omitted]                     8
               (h) Liabilities Relating to Retained            9
                   Assets
               (i) Post-Closing Date                           9
               (j) Shutdown Costs                              9
               (k) Acquisition Payments                        9
ARTICLE III.   PURCHASE PRICE                                  9
           3.1 Payment                                         9
           3.2 [Intentionally omitted]                        10
           3.3 [Intentionally omitted]                        10
           3.4 Intercompany Obligations                       10
           3.5 Satisfaction of Indebtedness                   10
           3.6 Purchase Price Allocation                      10
ARTICLE IV.    CLOSING                                        11
           4.1 General                                        11
           4.2 Documents to be Delivered by Asset Seller      11
           4.3 Documents to be Delivered by Allied              
               Shareholders                                   13       
           4.4 Documents to be Delivered by Buyer             14
           4.5 Documents to be Delivered by Buyer and           
               Sellers                                        15
           4.6 Other Documents to be Delivered                15
ARTICLE V.     REPRESENTATIONS AND WARRANTIES                 16
           5.1 Joint and Several Representations and            
               Warranties of Sellers                          16
               (a) Organization and Standing; Power and         
                   Authority                                  16
               (b) Articles and By-Laws                       16
               (c) Conflicts; Defaults                        17
               (d) Acquired Assets; Title to the                
                   Acquired Assets; Allied Shares             18
               (e) Real Property                              19
               (f) Leases                                     19
               (g) Contracts                                  20
               (h) Financial Statements                       21
               (i) Liabilities                                23
               (j) Accounts Receivable; Collection;             
                   Trade Payables                             23
               (k) Inventories                                24
               (l) Litigation                                 24
               (m) Customers and Suppliers                    24
               (n) Regulatory Compliance                      25
               (o) Brokers, Finders and Agents                25
               (p) Intellectual Property                      25
               (q) Permits                                    26
               (r) Employee Relations; Collective               
                   Bargaining Agreements                      26
               (s) Employees and Employee Plans               27
               (t) Environmental and Safety Compliance        29
                   (i) General                                29
                   (ii) Specific Environmental                  
                        Representations and Warranties        30
                   (iii) Definitions                          31
               (u) Changes in Circumstances                   32
               (v) Taxes                                      33
               (w) Product Warranties                         36
               (x) Insurance                                  36
               (y) Approvals                                  37
               (z) Absence of Certain Commercial                
                   Practices                                  37
               (aa) Bank Accounts                             37
               (bb) Books and Records                         37
               (cc) Warranty Costs                            38
               (dd) Penalties and Renegotiation of              
                    Contracts                                 38
               (ee) Pricing Practices                         38
               (ff) Copies of Documents                       38
               (gg) [Intentionally omitted]                   38
               (hh) Insider Interests; Advances               38
               (ii) Year 2000 Compliance                      39
               (jj) Disclosure                                39
           5.2 Representations and Warranties of the            
               Allied Shareholders                            40
               (a) Shareholders; Title to Shares              40
               (b) Capacity of Shareholders; Consents;          
                   Execution of Agreement; Good Title to        
                   Buyer                                      40
               (c) Other Businesses                           40
           5.3 Representations and Warranties of HON          40
               (a) Organization and Standing; Power and         
                   Authority                                  40
               (b) Conflicts; Defaults                        41
               (c) Brokers, Finders and Agents                41
               (d) Consents                                   41
           5.4 Representations and Warranties Relating          
               to Buyer                                       41
               (a) Organization and Standing; Power and         
                   Authority                                  41
               (b) Capitalization                             42
               (c) Articles and By-Laws                       42
               (d) Conflicts; Defaults                        42
               (e) Compliance with Other Instruments,           
                   etc.                                       42
               (f) Financial Statements                       43
               (g) Litigation                                 43
               (h) Absence of Certain Changes or Events       43
               (i) Brokers, Finders and Agents                43
               (j) Consents                                   43
               (k) Ability to Pay Cash Amount                 44
           5.5 General                                        44
ARTICLE VI.    CONDITIONS TO CLOSING                          44
           6.1 Conditions to Buyer's Obligations              44
               (a) Representations and Warranties             44
               (b) Covenants                                  44
               (c) Material Adverse Change                    44
               (d) Consents                                   45
               (e) No Proceeding or Litigation                45
               (f) Legal Matters                              45
               (g) Certificate of Seller                      45
               (h) Certificate; Documents                     45
               (i) Tax Certificates                           45
               (j) Lender Consents                            46
               (k) Other Closing                              46
           6.2 Conditions to Sellers' Obligations             46
               (a) Representations and Warranties             46
               (b) Covenants                                  46
               (c) Material Adverse Change                    46
               (d) Consents                                   46
               (e) No Proceeding or Litigation                46
               (f) Legal Matters                              47
               (g) Certificates of Buyer and HON              47
               (h) Certificates; Documents                    47
               (i) Other Closing                              47
  ARTICLE VII. COVENANTS OF SELLER                            47
           7.1 Conduct of Business                            47
               (a) Obligations for Borrowed Money             47
               (b) Employee Matters                           48
               (c) Sale of Assets                             48
               (d) Commitments                                48
               (e) Leased Facilities                          48
               (f) Encumbrances                               48
               (g) Insurance                                  48
               (h) Litigation                                 48
               (i) Representations and Warranties             48
               (j) Commitments                                48
           7.2 Disclosure Supplements                         48
           7.3 Closing                                        49
           7.4 Confidentiality                                49
           7.5 Maintenance of Insurance                       49
           7.6 Inventories                                    49
           7.7 Maintenance of, and Access to, Records         50
           7.8 Non-Competition                                50
               (a) Period and Conduct                         50
               (b) Territory                                  50
               (c) Definition                                 50
               (d) Remedies                                   51
               (e) Subsidiaries, Divisions and                51
                   Affiliates
               (f) Severability                               51
           7.9 Accounts Receivable                            51
          7.10 Name Change Filings                            51
          7.11 No Shopping                                    52
          7.12 Plant Closing Obligations                      52
          7.13 Further Assurances; Customer and Supplier        
               Relationships; Assertion of Claims             52
          7.14 Appointment of Representative                  52
          7.15 Payment of Indebtedness; Releases              53
ARTICLE VIII.  COVENANTS OF BUYER AND HON                     53
           8.1 Covenants of Buyer                             53
               (a) Maintenance of, and Access to,               
                   Records                                    53
               (b) Closing                                    53
               (c) Disclosure Supplements                     53
               (d) Copies                                     54
               (e) Insurance                                  54
               (f) Supply of Products                         54
               (g) Further Assurances                         54
           8.2 Covenants of HON                               54
               (a) Closing                                    54
               (b) IRB Consents                               54
               (c) Buyer Note                                 54
   ARTICLE IX. CERTAIN ADDITIONAL COVENANTS                   54
           9.1 Access to Records and Properties               54
           9.2 Expenses; Transfer Taxes                       55
           9.3 Bulk Transfer Laws                             55
           9.4 Press Releases and Disclosure                  55
           9.5 Cooperation in the Defense of Claims           55
           9.6 Regulatory Approvals                           55
           9.7 Employee Matters                               56
           9.8 [Intentionally omitted]                        58
           9.9 Product Warranty Work                          58
    ARTICLE X. TERMINATION                                    58
          10.1 Termination                                    58
               (a) Mutual Consent                             58
               (b) Termination Date                           58
               (c) Sellers Misrepresentation or Breach        58
               (d) Buyer Misrepresentation or Breach          58
               (e) Court Order                                58
               (f) Material Adverse Change                    59
               (g) Buyer's Conditions                         59
               (h) Sellers' Conditions                        59
          10.2 Effect of Termination                          59
   ARTICLE XI. INDEMNIFICATION                                59
          11.1 Indemnification by Buyer                       59
          11.2 Indemnification by Sellers                     60
               (I) General                                    60
               (II) Environmental Indemnification             60
               (III) Tax Indemnification                      61
                    (A) Tax Indemnification by Allied           
                        Shareholders                          61
                    (B) Tax Indemnification by Buyer          61
                    (C) Straddle Period                       62
                    (D) Procedures Relating to Tax              
                        Indeminification                      62
                    (E) Miscellaneous Tax Matters             63
                    (F) Delivery of Tax Information           63
                    (G) Tax Dispute Resolution Mechanism      63
                    (H) Survival of Tax Provisions            64
                    (I) Conveyance Taxes                      64
                    (J) Return Filings; Refunds and             
                        Credits                               64
                    (K) Exclusivity                           65
                    (L) Tax Sharing Agreements                65
                    (M) Carryforwards of Losses               65
          11.3 Notice of Claim; Right to Participate in         
               and Defend Third Party Claim                   65
          11.4 Setoff                                         66
          11.5 Time Limitations on Claims for                   
               Indemnification                                67
          11.6 Maximum and DeMinimis Amounts                  68
          11.7 Exclusions                                     68
          11.8 Dispute Resolution                             68
  ARTICLE XII. MISCELLANEOUS                                  70
          12.1 Amendments                                     70
          12.2 Entire Agreement                               70
          12.3 Governing Law                                  70
          12.4 Notices                                        70
          12.5 Counterparts                                   71
          12.6 Assignment                                     71
          12.7 Waivers                                        71
          12.8 Third Parties                                  72
          12.9 Schedules                                      72
         12.10 Headings                                       72
         12.11 Certain Definitions                            72
         12.12 Remedies Not Exclusive                         72
         12.13 Gender and Number                              72
         12.14 Attorney's Fees                                72



                       PURCHASE AGREEMENT


          THIS PURCHASE AGREEMENT (this "Agreement") dated as of
January 28, 2000, is among RON F. SKORONSKI ("Skoronski"), KIRK
R. SORENSEN ("Sorensen", and together with Skoronski, the "Allied
Shareholders"), MADISON FIRE PLACE, INC., a Wisconsin corporation
("Madison"), FIREPLACE & SPA, INC., a Wisconsin corporation
("FPSI"), and THE MINOCQUA FIREPLACE COMPANY, a Wisconsin
corporation ("Minocqua") (collectively, "Sellers"), HEARTH
TECHNOLOGIES INC., an Iowa corporation ("Buyer"), and HON
INDUSTRIES INC., an Iowa corporation ("HON").

                      W I T N E S S E T H:

          WHEREAS, the Allied Shareholders own all of the issued
and outstanding shares of Allied Fireside, Inc., a Wisconsin
corporation ("Allied"), Madison, FPSI and Minocqua (collectively,
the "Companies");

          WHEREAS, the Companies carry on the business (the
"Business") of (1) designing, manufacturing, distributing,
marketing, selling and installing hearth and fireplace products,
including gas and wood burning fireplaces, inserts, stoves, logs,
mantels, surrounds, fascia, cabinetry, venting parts and
accessories ("Hearth Products") and (2) distributing, marketing,
selling and installing spas, outdoor kitchens, barbecues and
grills, and related products, such as outdoor and patio
furniture, shelving and garage doors ("Other Products," and
together with Hearth Products, the "Products");

          WHEREAS, the Allied Shareholders desire to sell to
Buyer, and Buyer desires to purchase from the Allied
Shareholders, all of the issued and outstanding shares of Common
Stock, without par value, of Allied (collectively, the "Allied
Shares");

          WHEREAS, Madison, FPSI, and Minocqua (each, an "Asset
Seller" and collectively, the "Asset Sellers") desire to sell
substantially all of their respective assets, properties, rights
and interests to Buyer; and

          WHEREAS, Buyer desires to purchase and acquire from
each Asset Seller substantially all of such assets, properties,
rights and interests of such Asset Seller in consideration of
certain payments by Buyer and the assumption by Buyer of certain
liabilities and obligations of such Asset Seller specifically
disclosed in this Agreement.

          NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter contained and other good and
valuable consideration had and received, HON, Buyer, the Asset
Sellers and the Allied Shareholders, on the basis of, and in
reliance upon, the representations, warranties, covenants,
obligations and agreements set forth in this Agreement, and upon
the terms and subject to the conditions contained herein, hereby
agree as follows:

                  ARTICLE I  PURCHASE AND SALE

          1.1  Purchase and Sale of Assets.  At the Closing (as
hereinafter defined) and effective as of the Closing Date (as
hereinafter defined), Buyer shall purchase and acquire from each
Asset Seller, and each Asset Seller shall sell, transfer, convey,
assign and deliver to Buyer, on a going concern basis, all of the
assets, properties, rights and interests owned, used, occupied or
held by or for the benefit of such Asset Seller wherever
situated, as the same shall exist as of the Closing Date, and
wherever situated, including, without limitation, the following:

          (a)  [Intentionally omitted];

          (b)  Prepaids.  All prepaid expenses, advance payments,
     deposits, surety accounts and other similar assets,
     including, without limitation, prepaid deposits with
     landlords, suppliers and utilities;

          (c)  Inventory.  All inventories of products,
     work-in-process, finished goods, raw materials, supplies and
     parts (collectively, "Inventory" or "Inventories"),
     including, without limitation, all Inventories located at
     the facilities listed on the Schedule entitled "Real Estate
     and Leases";

          (d)  Accounts Receivable.  All accounts receivable, any
     payments received with respect thereto after the Closing
     Date, unpaid interest accrued on any such accounts
     receivable and any security or collateral relating thereto
     (collectively, "Accounts Receivable");

          (e)  Fixed Assets.  All tangible personal property,
     plant and equipment, including, without limitation,
     buildings, structures, fixtures, machinery and equipment,
     dies, jigs, molds, patterns, tools, tooling, production
     fixtures, maintenance machinery and equipment, office
     furniture and office equipment, other furnishings, trucks,
     automobiles and other vehicles and transportation equipment,
     leasehold improvements and construction-in-process, and all
     tangible personal property set forth on the Schedule
     entitled "Fixed Assets" attached hereto (collectively, the
     "Fixed Assets");

          (f)  [Intentionally omitted];

          (g)  Leased Property.  All rights and interests under
     the lease agreements (the "Lease Agreements") more
     particularly described under the heading "Leased Property"
     on the Schedule entitled "Real Estate and Leases" attached
     hereto, which descriptions are incorporated herein by
     reference (the premises subject to the Lease Agreements
     being hereinafter collectively referred to as the "Leased
     Property");

          (h)  Intellectual Property Rights.  All inventions,
     discoveries, trademarks, patents, trade names, copyrights,
     know-how, intellectual property, software, shop rights,
     licenses, developments, research data, designs, technology,
     discoveries, trade secrets, test procedures, processes,
     research data, formulas and other confidential information,
     intellectual and similar intangible property rights, whether
     or not patentable (or otherwise subject to legally
     enforceable restrictions or protections against unauthorized
     third party usage), and any and all applications for, and
     extensions, divisions and reissuances of, any of the
     foregoing, and rights therein, including, without
     limitation, (i) the names "Madison Fire Place, Inc.",
     "Fireplace & Spa, Inc." and "The Minocqua Fireplace Company"
     and all related trade and business names and trademarks,
     (ii) the intellectual and intangible property rights
     described on the Schedule entitled "Intellectual Property"
     attached hereto, (iii) the production methods, formulas,
     know-how and technical expertise relating to the Products
     and (iv) any and all domain names, World Wide Web sites and
     related content and software, including electronic commerce
     and ordering software, rights of use and access to related
     computer servers and programs, and rights under related
     contracts, agreements and licenses (collectively, the
     "Intangibles");

          (i)  Business Records.  All books and records,
     including, without limitation, all files, invoices, forms,
     accounts, correspondence, production records, technical,
     accounting, manufacturing and procedural manuals, employment
     records, studies, reports or summaries relating to any
     Environmental Requirements (as hereinafter defined), and
     other books and records relating to the operation of the
     Business or other assets or properties, and any confidential
     information which has been reduced to writing or other
     tangible medium;

          (j)  Rights Under Confidentiality Agreements and
     Warranties.  All rights, claims and benefits of such Asset
     Seller in, to or under any (i) (A) employee confidentiality
     agreements entered into by such Asset Seller and (B)
     confidentiality or secrecy agreements entered into by such
     Asset Seller with third parties that relate to the use or
     disclosure of information; (ii) express or implied
     warranties from the suppliers of goods or services
     (including any coverage rights under product liability or
     other insurance maintained by any of such suppliers for the
     benefit of such Asset Seller); and (iii) non-competition or
     non-solicitation agreements, restrictive covenants and
     similar agreements;

          (k)  Customer List.  Lists of all of the Persons to
     whom or to which such Asset Seller has sold or otherwise
     furnished Products, directly or indirectly (individually, a
     "Customer" and collectively, the "Customers," such terms to
     include any assignee or successor of any such Person,
     whether by consolidation, merger, sale of assets or
     otherwise), including related information as to the unit and
     dollar volume of such sales, the type of Products so sold or
     furnished, the method of distribution and other relevant
     marketing and product information for each Customer (the
     "Customer Lists");

          (l)  Catalogs and Advertising Materials.  All
     promotional and advertising materials, including, without
     limitation, all catalogs, brochures, plans, supplier lists,
     manuals, handbooks, equipment and parts lists, dealer and
     distributor lists, and labels and packaging materials;

          (m)  Purchase Orders.  All unfilled purchase and sale
     orders (including releases of quantities pursuant thereto);

          (n)  Contracts.  Subject to Sections 1.2(b) and 1.4,
     all rights, benefits and interests of such Asset Seller in
     and to all licenses, leases, contracts, agreements,
     commitments and undertakings;

          (o)  Permits.  All licenses, permits, approvals,
     variances, waivers or consents (collectively, the
     "Permits"), to the extent transferable, issued by any
     foreign, United States, state or local governmental entity
     or municipality or subdivision thereof or any authority,
     department, commission, board, bureau, agency, court or
     instrumentality (collectively, "Governmental Authorities");

          (p)  [Intentionally omitted];

          (q)  Goodwill.  The goodwill of such Asset Seller as a
     going concern; and

          (r)  Miscellaneous.  Except for the Retained Assets (as
     hereinafter defined), all other assets, properties, rights
     and interests of such Asset Seller, of every kind, nature
     and description, whether tangible or intangible, real,
     personal or mixed, and wherever situated, including, without
     limitation, those assets, properties, rights and interests
     set forth on the Unaudited Balance Sheet (as hereinafter
     defined), all of which are to be sold, transferred,
     conveyed, assigned and delivered to Buyer at the Closing
     pursuant to this Agreement.

All of the assets, properties, rights and interests owned, used,
occupied or held by or for the benefit of such Asset Seller,
which are to be sold, transferred, conveyed, assigned and
delivered by such Asset Seller to Buyer at the Closing as
contemplated herein, including without limitation, those
described in clauses (a) through (r) above, but excluding the
Retained Assets, are referred to herein collectively as the
"Acquired Assets".

          1.2  Retained Assets.  Anything in Section 1.1 to the
contrary notwithstanding, the following assets (collectively, the
"Retained Assets") shall be retained by each Asset Seller, and
Buyer shall in no way be construed to have purchased or acquired
(or to be obligated to purchase or to acquire) any interest
whatsoever in any of the following:

          (a)  Designated Assets.  The assets, properties, rights
     and/or interests, owned, used, occupied or held by or for
     the benefit of such Asset Seller that are listed on Schedule
     1.2 as not being included within, or constituting a part of,
     the Acquired Assets (collectively, the "Designated Assets");

          (b)  Non-Assigned Contracts.  All of the rights and
     interests, and all of the liabilities and obligations, of
     each Asset Seller in, under or pursuant to any license,
     lease, contract, agreement, commitment or undertaking set
     forth on the Schedule entitled "Non-Assigned Contracts"
     (collectively, the "Non-Assigned Contracts");

          (c)  Employee Plan Assets.  Except as otherwise
     provided in Section 9.7, the  rights of such Asset Seller
     under, and any funds and property held in trust or any other
     funding vehicle pursuant to, any "employee benefit plan"
     (within the meaning of Section 3(3) of the Employee
     Retirement Income Security Act of 1974, as amended
     ("ERISA")) or any other bonus, stock option, stock
     appreciation, stock purchase, severance, termination, lay-
     off, leave of absence, disability, workers compensation,
     pension, profit sharing, retirement, vacation or holiday
     pay, insurance, deferred compensation or other employee or
     welfare benefit plan, agreement or arrangement of such Asset
     Seller applicable to such Asset Seller's past, present or
     future employees (collectively, "Employee Plans"); and

          (d)  Corporate Records.  Such Asset Seller's minute
     books, stock books, stock ledger and corporate seal;

          (e)  [Intentionally omitted]; and

          (f)  Insurance.  All rights, claims and benefits of
     such Asset Seller in, to or under all insurance policies
     maintained by such Asset Seller, or by any Affiliate of such
     Asset Seller for the Business or the Acquired Assets.

          1.3  Purchase and Sale of Shares.  At the Closing, each
Allied Shareholder shall sell, assign, transfer and deliver to
Buyer, and Buyer shall purchase from each Allied Shareholder, the
Allied Shares, free from any restrictions, liens, encumbrances,
claims (including any "adverse claim" as such term is defined in
the Uniform Commercial Code), options, calls, pledges, trusts and
other commitments, agreements or arrangements (collectively,
"Claims").  The number of Allied Shares to be sold by each Allied
Shareholder is as set forth on Schedule 1.3.  Each Allied
Shareholder shall pay any and all state and/or federal transfer
taxes and governmental charges assessable against such
Shareholder regarding the transfer of such Shareholder's Allied
Shares to Buyer.

          1.4  Assignability and Consents.

          (a)  Required Consents.  The Schedule entitled
     "Assignments and Consents" sets forth a list of those
     material assets, properties, rights and interests of Allied
     (all assets, properties, rights and interests of Allied,
     whether or not material, being referred to as the "Allied
     Assets"), and all material Acquired Assets, including
     material Contracts, Permits and Lease Agreements, which are
     non-assignable or non-transferable or cannot be subleased to
     Buyer without, or with respect to which the transactions
     contemplated by this Agreement would require, a consent,
     novation, approval, authorization, waiver, agreement, or
     satisfaction of any other requirement (including filing and
     registration requirements) of or from some other individual,
     partnership, corporation, association, joint stock company,
     trust, joint venture, limited liability company or
     Governmental Authority (each, a "Person") ("Consents").
     Each Seller has commenced and shall continue to take, or
     cause to be taken by others, all necessary actions required
     to obtain or satisfy, at the earliest practicable date, all
     Consents, from any Persons necessary to authorize, approve
     or permit, and to consummate and make effective, the
     transactions contemplated by this Agreement, including full
     and complete sale, conveyance, assignment, sublease or
     transfer of the Acquired Assets and the indirect transfer or
     deemed transfer or assignment of the Allied Assets, and to
     continue such efforts as may be required after the Closing
     Date; provided, however, that (i) the Sellers shall not be
     required to take any such action with respect to contracts
     with home builders specified on the Schedule entitled
     "Builder Contracts" ("Builder Contracts"), and (ii) Sellers
     shall only be required under this Section 1.4, as a
     condition precedent to Buyer's obligations to consummate the
     transactions provided for by this Agreement, to obtain
     consents to the assignment of material Lease Agreements (the
     "Required Consents").

          (b)  Nonassignable Items.  Anything in this Agreement
     to the contrary notwithstanding, this Agreement shall not
     constitute, or be deemed to constitute, an Agreement to
     sell, convey, assign, sublease or transfer any Allied
     Assets, or Acquired Assets, including Contracts, Permits and
     Lease Agreements, if an attempted or deemed sale,
     conveyance, assignment, sublease or transfer thereof,
     without the Consent of another party thereto or a
     Governmental Authority would constitute a breach of, or in
     any way affect the rights of Allied, any Seller or Buyer
     with respect thereto ("Nonassignable Items").  Each Seller
     shall use his or its best efforts, and Buyer shall cooperate
     in all reasonable respects with Sellers, to obtain and
     satisfy all Consents and to resolve all impracticalities of
     sale, conveyance, assignment, sublease or transfer necessary
     to convey to Buyer all Nonassignable Items.  If any such
     Consents are not obtained and satisfied or if an attempted
     sale, conveyance, assignment, sublease or transfer would be
     ineffective, each Seller and its appropriate Affiliate, and
     Buyer, shall, at and after the Closing (i) enter into such
     arrangements (including related written agreements) as Buyer
     may reasonably request to provide Buyer the benefit of any
     such Nonassignable Items (it being acknowledged that such
     arrangement may include obligations imposed on Sellers and
     such Affiliates promptly to pay to Buyer when received all
     monies and other items of value received by Sellers and such
     Affiliates under any such Nonassignable Item) in exchange
     for the performance by Buyer of Sellers' obligations in
     respect of such Nonassignable Items under Section 2.1(c) and
     (ii) use their reasonable best efforts to assure that the
     Companies' current customers and suppliers shall continue to
     do business with Buyer in accordance with the terms and for
     the periods of time set forth in any Nonassignable Item.

                    ARTICLE II  LIABILITIES

          2.1  Assumption of Liabilities.  On the terms and
subject to the conditions set forth in this Agreement, Buyer
shall assume, at the Closing and effective as of the Closing
Date, and shall thereafter pay, perform and discharge as and when
due, except as otherwise provided in Section 9.7, the following,
and only the following, liabilities and obligations of each Asset
Seller with respect to its operation of its Business
(collectively, the "Assumed Liabilities"):

          (a)  [Intentionally omitted];

          (b)  Accrued Liabilities.  All accounts payable,
     accrued expenses and other liabilities referred to under the
     caption "Assumed" on Schedule 2.1(b) in the amounts set
     forth thereon or such greater amounts as may arise or accrue
     after the date of such Schedule in the ordinary and normal
     course and consistent with the representations, warranties,
     covenants, obligations and agreements set forth in this
     Agreement;

          (c)  Contracts.  All ordinary and normal liabilities
     and obligations of Sellers arising under the terms of the
     Contracts disclosed on the Schedule entitled "Contracts"
     other than contracts that constitute Non-Assigned Contracts
     or are included in the Designated Assets (the "Assumed
     Contracts") but only to the extent such liabilities and
     obligations arise or accrue after the Closing Date in the
     ordinary and normal course and consistent with the
     representations, warranties, covenants, obligations and
     agreements set forth in this Agreement; provided, however,
     that Buyer shall not assume or be responsible for any such
     liabilities or obligations that (i) arise from breaches
     thereof or defaults thereunder by Sellers (other than any
     breach of any Builder Contract deemed to arise solely as a
     result of the assignment of any such Builder Contract to
     Buyer pursuant to this Agreement), (ii) require any payment
     or other consideration including any earn-out or contingent
     purchase price, in connection with any merger, acquisition
     or similar transaction, (iii) arise under instruments or
     agreements evidencing indebtedness of Sellers (other than
     those installment contracts, capital leases or vehicle or
     computer hardware and software sales contracts that are
     disclosed on the Schedule entitled "Contracts" and pursuant
     to which Acquired Assets are being purchased or leased by
     any Company), or (iv) arise under the Agreement for Shared
     Facilities, Equipment and Employees, dated as of January 1,
     1999, among Allied, Madison, Minocqua, Madison Lighting,
     Ltd. ("Lighting") and Benson Pool & Patio, Inc. ("Benson")
     (the "Agreement for Shared Facilities") as a result of the
     change of control of Allied, all of which liabilities and
     obligations shall constitute Retained Liabilities (as
     hereinafter defined); and

          (d)  Warranty Commitments.  The Ordinary Warranty
     Commitments (as defined in Section 5.1(w)).

          2.2  Retained Liabilities.  Except to the extent
assumed as provided in Section 2.1 or Section 9.7, each Asset
Seller shall retain, and Buyer shall not assume, or be
responsible or liable with respect to, any liabilities or
obligations of such Asset Seller, whether or not of, associated
with, or arising from, any of the Acquired Assets, and whether
fixed, contingent or otherwise, known or unknown (collectively
referred to hereinafter as the "Retained Liabilities"),
including, without limitation, the following:

          (a)  Pre-Closing.  All liabilities and obligations
     relating to, based in whole or in part on events or
     conditions occurring or existing in connection with, or
     arising out of, the Business as operated prior to the
     Closing Date, or the ownership, possession, use, operation
     or sale or other disposition prior to the Closing Date of
     any Products or any of the Acquired Assets (or any other
     assets, properties, rights or interests associated, at any
     time prior to the Closing Date, with the Business);

          (b)  Liabilities Relating to the Sale of Acquired
     Assets.  All liabilities and obligations of such Asset
     Seller or any of its Affiliates, or their respective
     directors, officers, shareholders or agents, arising out of,
     or relating to, this Agreement or the transactions
     contemplated hereby, whether incurred prior to, at, or
     subsequent to the Closing Date, including, without
     limitation, all liabilities to shareholders or former
     shareholders of any Seller, finder's or broker's fees and
     expenses, and any and all fees and expenses of any
     attorneys, accountants or other professionals retained by or
     on behalf of such Asset Seller or any of its Affiliates;

          (c)  Employee-Related Liabilities.  All liabilities and
     obligations to any persons at any time employed by such
     Asset Seller or its Affiliates or their respective
     predecessors-in-interest in the Business or otherwise, at
     any time or to any such person's spouse, children, other
     dependents or beneficiaries, with respect to incidents,
     events, exposures or circumstances occurring at any time
     during the period or periods of any such persons' employment
     by such Asset Seller or its Affiliates or their respective
     predecessors-in-interest,  whenever such claims mature or
     are asserted, including, without limitation, all liabilities
     and obligations arising (i) under any Employee Plans,
     (ii) under any employment, wage and hour restriction, equal
     opportunity, discrimination, plant closing or immigration
     and naturalization laws, (iii) under any collective
     bargaining Laws, agreements or arrangements, or (iv) in
     connection with any workers' compensation or any other
     employee health, accident, disability or safety claims;

          (d)  Litigation.  All liabilities and obligations
     relating to any litigation, action, suit, claim,
     investigation or proceeding pending on the date hereof, or
     constituted hereafter, based in whole or in part on events
     or conditions occurring or existing in connection with, or
     arising out of, or otherwise relating to, the Business as
     operated by such Asset Seller or any of its Affiliates (or
     any of their respective predecessors-in-interest), or the
     ownership, possession, use, operation, sale or other
     disposition prior to the Closing Date of any Products or any
     of the Acquired Assets (or any other assets, properties,
     rights or interests associated, at any time prior to the
     Closing Date, with such Asset Seller);

          (e)  Product, Environmental and Safety Liability.
     Without limiting the rights of Sellers against any third
     party, all liabilities and obligations relating to the
     Business, any Products or the Acquired Assets (or any other
     assets, properties, rights or interests associated, at any
     time prior to the Closing Date, with the Business, Products
     or the Acquired Assets), based in whole or in part on events
     or conditions occurring or existing prior to the Closing
     Date and connected with, arising out of or relating to (i)
     any dispute for services rendered or goods manufactured,
     including, without limitation, product warranty claims
     (other than Ordinary Warranty Commitments) and product
     liability claims, and claims for refunds (other than
     customer deposits), returns, personal injury and property
     damage, (ii) Hazardous Materials, Environmental Requirements
     or Environmental Damages (all as hereinafter defined)
     including costs to obtain permits required to be, but not
     obtained, prior to Closing and to document hazardous waste
     disposals, (iii) claims relating to employee health and
     safety, including claims for injury, sickness, disease or
     death of any Person, or (iv) compliance with any statutes,
     laws, rules, regulations, orders, ordinances, codes and
     decrees of Governmental Authorities (collectively, "Laws")
     relating to any of the foregoing;

          (f)  Taxes.  All liabilities and obligations of such
     Asset Seller or any of its Affiliates (or any of their
     respective predecessors-in-interest) for any Taxes (as
     hereinafter defined) due or becoming due by reason of
     (i) the conduct of the Business, or (ii) the ownership,
     possession, use, operation, purchase, acquisition, sale or
     disposition, of any Products or any of the Acquired Assets,
     including, without limitation, (1) Taxes attributable to the
     sale of inventory and employee withholding tax obligations;
     (2) Taxes imposed on, or accruing as a result of the
     purchase and sale of the Acquired Assets (except state sales
     or other similar transfer taxes arising in connection with
     the transfer of assets to Buyer as provided in Section 9.2);
     and (3) Taxes attributable to, or resulting from, recapture
     of depreciation, other tax benefit items, or otherwise
     arising from the transactions contemplated by, this
     Agreement;

          (g)  [Intentionally omitted];

          (h)  Liabilities Relating to Retained Assets.  All
     liabilities and obligations relating to, based in whole or
     in part on events or conditions occurring or existing in
     connection with, or arising out of, any and all assets,
     properties, rights and interests that are not being acquired
     by Buyer hereunder, including, without limitation, the
     Retained Assets;

          (i)  Post-Closing Date.  All liabilities and
     obligations incurred by such Asset Seller or its Affiliates
     or their respective directors, officers, shareholders,
     agents or employees, other than on behalf of Buyer or its
     Affiliates, after the Closing Date;

          (j)  Shutdown Costs.  Any liabilities or obligations
     relating to, based in whole or in part on events or
     conditions occurring or existing in connection with, or
     arising out of, the shutdown prior to the Closing of any of
     the operations and facilities utilized by such Asset Seller,
     including, without limitation, any action which could be
     construed as a "plant closing" or "mass layoff," as those
     terms are defined in the Worker Adjustment and Retraining
     Notification Act, 29 U.S.C. Sections 2101-2109 ("WARN"), or any
     "employment loss," as defined in WARN, which any employee of
     such Asset Seller or any of its Affiliates may suffer;
     provided, however, that, for purposes of this
     Section 2.2(j), employees of the Asset Sellers immediately
     prior to the Closing shall be deemed to be employees of
     Buyer as of the Closing Date; and

          (k)  Acquisition Payments.  All liabilities and
     obligations of any Company to make any payment or provide
     consideration in connection with any merger, acquisition or
     similar transaction.

                  ARTICLE III  PURCHASE PRICE

          3.1  Payment.  In full consideration for the transfer
of the Allied Shares and the Acquired Assets, at the Closing
Buyer shall:

          (i)  deliver and pay to the Asset Sellers Thirty-six
               Million Two Hundred Fifty Thousand Dollars
               ($36,250,000) (the "Cash Amount") in immediately
               available funds by bank wire transfer to an
               account designated in writing for this purpose by
               Axley Brynelson, LLP, special counsel to Sellers
               ("Sellers' Counsel"), on behalf of Sellers to
               Buyer prior to the Closing;

          (ii) execute and deliver to Sellers a Promissory Note
               (the "Buyer Note"), dated as of the Closing Date,
               payable in the original principal amount of Two
               Million Two Hundred Fifty Thousand Dollars
               ($2,250,000) to Sellers, and in substantially the
               form of Schedule 3.1(ii) hereto; and

          (iii)execute and deliver to the Allied
               Shareholders Convertible Debentures with a
               combined face amount of $26,500,000, dated as
               of the Closing Date, payable in such
               denominations and in such amounts to such
               payees as set forth in, and in substantially
               the form of, Schedule 3.1(iii) hereto
               ("Convertible Debentures", and collectively
               with the Cash Amount and the Buyer Note, the
               "Purchase Price").

          3.2  [Intentionally omitted]

          3.3  [Intentionally omitted]

          3.4  Intercompany Obligations.   (a) Notwithstanding
anything in the Schedules to this Agreement to the contrary,
immediately prior to the Closing, all Intercompany Obligations
(as hereinafter defined) due and payable as of the Closing Date
or attributable to any period ending on or prior to the Closing
Date shall, for all purposes of this Agreement, be settled and
paid, with the result that as of and following the Closing, there
shall be no further obligation or liability with respect to any
Intercompany Obligations as of the Closing Date.

          (b)  For purposes of this Section 3.4, (i) the term
"Intercompany Obligations" means all intercompany notes, cash
advances and payables between any Seller Company, on the one
hand, and Allied, on the other hand, except for ordinary and
normal trade payables, if any, arising from transactions between
Allied, on the one hand, and any of the Seller Companies, on the
other hand, as shown on the books and records of Allied as of the
Closing Date and (ii) the term "Seller Company" means any Allied
Shareholder or his Affiliates, other than Allied.

          3.5  Satisfaction of Indebtedness.  At or prior to the
Closing, each Company shall take such actions (including without
limitation paying, or directing Buyer to apply a portion of the
Cash Amount to pay to, the creditors of such Company) as may be
required to fully pay, satisfy and discharge all of the
indebtedness of such Company, including the promissory notes and
other evidence of indebtedness listed or described on the
Schedule entitled "Existing Indebtedness to be Discharged by
Closing," and to obtain and deliver to Buyer copies of all
executed releases, in form and substance reasonably satisfactory
to Buyer, necessary to secure the release of all Liens other than
Permitted Liens (as hereinafter defined) on the Acquired Assets
and the Allied Assets relating thereto (all of which releases
Sellers shall cause to be filed promptly, but no later than two
(2) business days, after payment of the related indebtedness and
in any event promptly after the Closing Date).

          3.6  Purchase Price Allocation.  The Purchase Price
represents the amount agreed upon by the parties to be the
aggregate value of the Acquired Assets and the Allied Shares, and
shall be allocated both between the Allied Shares and the
Acquired Assets, and among the Acquired Assets, in accordance
with their respective fair market values, which the parties have
agreed are or shall be as set forth on the Schedule entitled
"Agreed Allocation of Purchase Price" attached hereto.  Any
excess of the Purchase Price over the fair market value of the
Acquired Assets shall be allocated to goodwill.  Each of the
parties shall report the purchase and sale of the Acquired Assets
and the Allied Shares, including, without limitation, in all
federal, foreign, state, local and other Tax returns and reports
prepared and filed by or for any Seller or Buyer, in accordance
with the basis of allocation described in this Section 3.6.

                      ARTICLE IV  CLOSING

          4.1  General.  As used in this Agreement, the "Closing"
shall mean the time at which Sellers consummate the sale,
assignment, transfer and delivery of the Acquired Assets and the
Allied Shares to Buyer as provided herein by the execution and
delivery by Sellers of the documents and instruments referred to
in Sections 4.2 and 4.3 against delivery by Buyer of the
documents and payments provided in Sections 3.1 and 4.4, and
Sellers, Buyer and the other Persons referred to herein deliver
the additional documents referred to in Sections 4.5 and 4.6.
In the absence of a prior termination of this Agreement by one of
the parties in accordance with Article X, the Closing shall take
place at the offices of Jones, Day, Reavis & Pogue, 77 West
Wacker, 35th Floor, Chicago, Illinois 60601-1692 at 10:00 A.M. on
the second business day following the day on which the waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the "H-S-R Act") shall have expired or been terminated (the
"HSR Approvals"), or at such other time and place and on such
other day as shall be mutually agreed upon in writing by the
parties hereto (the "Closing Date").  Legal title, equitable
title and risk of loss with respect to the Acquired Assets and
the Allied Shares shall not pass to Buyer until the Acquired
Assets and the Allied Shares are transferred at the Closing,
which transfer, once it has occurred, shall be deemed effective
for tax, accounting and other computational purposes as of
12:01 A.M. (Central Time) on the Closing Date.

          4.2  Documents to be Delivered by Asset Seller.  At the
Closing, each Asset Seller shall deliver to Buyer:

          (a)  Copies of (i) the resolutions of the Boards of
     Directors and shareholders of such Asset Seller, authorizing
     and approving this Agreement and all other transactions and
     agreements contemplated hereby, (ii) such Asset Seller's
     respective Articles of Incorporation, and (iii) such Asset
     Seller's respective Bylaws, all certified by the respective
     corporate Secretary or Assistant Secretary of such Asset
     Seller to be true, correct, complete and in full force and
     effect and unmodified as of the Closing Date;

          (b)  A bill of sale transferring such Asset Seller's
     Acquired Assets to Buyer, free and clear of any and all
     liens, equities, claims, prior assignments, mortgages,
     charges, security interests, pledges, conditional sales
     contracts, collateral security arrangements and other title
     retention arrangements, restrictions (including, in the case
     of real property, rights of way, use restrictions, and other
     variances, reservations or limitations of any nature) or
     encumbrances whatsoever (collectively, "Liens") except for
     Permitted Liens and subject to filing of those releases and
     documents referred to in Sections 3.5, 4.2(k) and 4.3(k);

          (c)  An opinion, dated as of the Closing Date, of
     Sellers' Counsel, addressed to Buyer, substantially in the
     form attached hereto as Schedule 4.2(c);

          (d)  Copies of all Required Consents, together with the
     related estoppel certificate from such landlord with respect
     to each such Lease Agreement for which a Required Consent is
     provided;

          (e)  Instruments of assignment to Buyer of all of such
     Asset Seller's trademarks, trade names, service marks and
     patents (and all applications for, and extensions and
     reissuances of, any of the foregoing and rights therein)
     identified on the Schedule entitled "Intellectual Property";

          (f)  The certificate required by Section 6.1(g);

          (g)  Good standing or status certificates for such
     Asset Seller from the appropriate state authorities in each
     jurisdiction in which such Asset Seller is either
     incorporated or qualified to do business as a foreign
     corporation, each dated not more than thirty (30) days prior
     to the Closing, together with facsimiles or telegrams, if
     available, or, if not, oral advice as to good standing as of
     the Closing from each of such jurisdictions;
     
          (h)  Evidence of the due filing by each Asset Seller's
     ultimate parent with the Federal Trade Commission ("FTC")
     and the Antitrust Division of the United States Department
     of Justice ("DOJ") pursuant to the H-S-R Act and the
     expiration or early termination of the waiting periods
     thereunder;

          (i)  An incumbency certificate of the officers of each
     Asset Seller;

          (j)  Instruments of assignment of each Lease Agreement
     to which such Asset Seller is a party;
     
          (k)  Copies of executed releases, in form and substance
     reasonably satisfactory to Buyer, including, without
     limitation, termination statements under the Uniform
     Commercial Code of any financing statements filed against
     any Acquired Assets, evidencing discharge, removal and
     termination of all Liens (other than Permitted Liens) to
     which the Acquired Assets are subject including, without
     limitation, Liens securing the indebtedness described in the
     Schedule entitled "Existing Indebtedness to be Discharged by
     Closing", together with evidence satisfactory to Buyer that
     the indebtedness described on such Schedule shall have been
     satisfied and extinguished, which releases Sellers shall
     cause to be filed upon payment of the related indebtedness
     and in any event promptly after the Closing Date;

          (l)  A receipt from each of the Asset Sellers
     acknowledging receipt of the Purchase Price allocable to the
     Acquired Assets and the Assumed Liabilities of such Asset
     Seller;

          (m)  Such other deeds, bills of sale, endorsements,
     assignments, affidavits, and other good and sufficient
     instruments of sale, assignment, conveyance and transfer in
     form and substance satisfactory to Buyer and its counsel, as
     are required to effectively vest in Buyer good and
     marketable title in and to all of the Acquired Assets
     (including such certificates of title or other documents as
     are so required with respect to any vehicles included in the
     Acquired Assets), free and clear of any and all Liens except
     Permitted Liens, and subject to filing of those releases and
     documents referred to in Sections 3.5, 4.2(k) and 4.3(k);
     and

          (n)  Copies of resolutions transferring sponsorship of
     the Assumed Plan (as hereinafter defined) to Buyer, the
     Assignment Agreement dated as of the Closing transferring
     sponsorship of the Assumed Plan, and amendments to the
     Assumed Plan pursuant to Section 9.7 reflecting the transfer
     of sponsorship of the Assumed Plan to Buyer.

          4.3  Documents to be Delivered by the Allied
Shareholders.  At the Closing, the Allied Shareholders shall
deliver to Buyer:

          (a)  Certificates representing all of the Allied
     Shares, duly endorsed (or accompanied by appropriate stock
     powers duly endorsed) in blank by the registered holders
     thereof for transfer, together with such supporting
     documents, endorsements, assignments, affidavits, and other
     good and sufficient instruments of sale and transfer, in
     form and substance satisfactory to Buyer and its counsel, as
     are necessary to permit Buyer to acquire the Allied Shares
     free of any Claim;

          (b)  The stock books, stock ledgers, minute books and
     corporate seal of Allied;

          (c)  An opinion of Sellers' Counsel substantially in
     the form attached hereto as Schedule 4.2(c), dated as of the
     Closing Date, addressed to Buyer;

          (b)  Good standing or status certificates for Allied
     from the Secretary of State of the State of Wisconsin, and
     each other jurisdiction in which Allied is qualified to do
     business as a foreign corporation, each dated not more than
     thirty (30) days prior to the Closing, together with
     facsimiles or telegrams, if available, or if not oral
     advice, as to good standing as of the Closing from each of
     the foregoing jurisdictions;

          (c)  Resignations tendered by each of the Directors of
     Allied;

          (d)  Certified copies of Allied's Articles of
     Incorporation and Allied's Bylaws, all certified by the
     Secretary or an Assistant Secretary of Allied;

          (e)  Copies of all Required Consents relating to the
     sale of the Allied Shares;

          (f)  Evidence of the due filing by the Allied
     Shareholders with the FTC and the DOJ pursuant to the H-S-R
     Act and the expiration or early termination of the waiting
     period thereunder;

          (g)  The certificate required by Section 6.1(g);

          (h)  A receipt from each of the Allied Shareholders
     acknowledging receipt of the Purchase Price allocable to the
     Allied Shares delivered at Closing;

          (i)  Copies of executed releases, in form and substance
     reasonably satisfactory to Buyer, including, without
     limitation, termination statements under the Uniform
     Commercial Code of any financing statements filed against
     any Allied Assets, evidencing discharge, removal and
     termination of all Liens (other than Permitted Liens) to
     which the Allied Assets are subject including, without
     limitation, Liens securing the indebtedness described in the
     Schedule entitled "Existing Indebtedness to be Discharged by
     Closing", together with evidence satisfactory to Buyer that
     the indebtedness described on such Schedule shall have been
     satisfied and extinguished, which releases Sellers shall
     cause to be filed upon payment of the related indebtedness
     and in any event promptly after the Closing Date;

          (j)  Such other agreements, endorsements, assignments,
     affidavits, and other good and sufficient instruments of
     sale, assignment, conveyance and transfer in form and
     substance satisfactory to Buyer and its counsel, as are
     required to effectively vest in Buyer good and marketable
     title in and to all of the Shares, free and clear of any and
     all Claims; and

          (k)  A bill of sale from Allied transferring the assets
     listed on Schedule 1.2 owned by Allied to the Allied
     Shareholders.

          4.4  Documents to be Delivered by Buyer.  At the
Closing, Buyer shall deliver or cause to be delivered to Sellers:

          (a)  A copy of (i) the resolutions of the Board of
     Directors of Buyer and HON authorizing and approving this
     Agreement and all other transactions and agreements
     contemplated hereby, (ii) HON's Articles of Incorporation,
     (iii) Buyer's Articles of Incorporation, as amended to
     increase the number of authorized shares of common stock of
     Buyer to 10,000,000, and (iv) HON's and Buyer's respective
     Bylaws, all certified by the Secretary or an Assistant
     Secretary of Buyer or HON to be true, correct, complete and
     in full force and effect as of the Closing Date;

          (b)  The certificate required by Section 6.2(g);

          (c)  Evidence of the payment of the Cash Amount in the
     manner and the amount set forth in Section 3.1;

          (d)  the Buyer Note, duly executed on behalf of Buyer,
     and in substantially the form attached hereto as Schedule
     3.1(ii);

          (e)  evidence of the due filing by Buyer's ultimate
     parent, HON, with the FTC and the DOJ pursuant to the H-S-R
     Act and the expiration or early termination of the waiting
     period thereunder;

          (f)  An opinion, dated the Closing Date, of James I.
     Johnson, Vice President and General Counsel of HON,
     addressed to Sellers, substantially in the form attached
     hereto as Schedule 4.4(f);

          (g)  Good standing and tax certificates for Buyer and
     HON from the Secretary of State of Iowa, each dated not more
     than thirty (30) days prior to the Closing, together with
     facsimiles or telegrams, if available, or, if not, oral
     advice, as to good standing as of the Closing from each of
     such jurisdictions;

          (h)  An Incumbency Certificate of the officers of each
     of Buyer and HON;

          (i)  An Instrument of Assumption of the Assumed
     Liabilities, substantially in the form attached hereto as
     Schedule 4.4(i);

          (j)  The Convertible Debentures, in substantially the
     form attached hereto as Schedule 3.1(iii), duly executed on
     behalf of Buyer and issued to the persons and in the
     denominations set forth on Schedule 3.1(iii);

          (k)  A Guaranty, in substantially the form attached
     hereto as Schedule 4.4(k), duly executed on behalf of HON
     (the "HON Guaranty"); and

          (l)  Resolutions accepting the transfer of sponsorship
     of the Assumed Plan from Madison and FPSI, and the
     Assumption Agreement dated as of the Closing transferring
     sponsorship of the Assumed Plan.

          4.5  Documents to be Delivered by Buyer and Sellers.
At the Closing, Buyer and Sellers shall execute and deliver
Amendments to Lease Agreements with Affiliates relating to the
properties described on Schedule 4.5 providing for an eight (8)
year term with an option to terminate by the tenant any time
after the fifth year for a termination fee equal to 50% of the
annual base rent applicable at the time such option is exercised,
a five (5) year option to renew on the part of the tenant, annual
rent increases of no more than three percent (3%), placing
responsibility for structural and roof maintenance and repairs on
the landlord, and, in the case of the Lease Agreement covering
the property located at 2700 N. Fairview, Roseville, MN 55113,
increasing the square footage of leased property from
17,200 square feet to 22,000 square feet and increasing the
initial base rent from $8 per square foot to $10 per square foot.

          4.6  Other Documents to be Delivered.  At the Closing:

          (a)  Buyer shall execute and deliver an Employment and
     Non-Competition Agreement with each of Skoronski and
     Sorensen (the "Key Employees") in substantially the form
     attached hereto as Schedule 4.6(a) (each, an "Employment and
     Non-Competition Agreement").

          (b)  [Intentionally omitted]

          (b)  Each shareholder of the Asset Sellers shall
     execute and deliver a Guaranty Agreement substantially in
     the form attached hereto as Schedule 4.6(c) (each, a
     "Shareholder Guaranty").

          (c)  [Intentionally omitted]

          (d)  An amendment and consent to the Agreement for
     Shared Facilities, Equipment and Employees, duly executed by
     all parties to such Agreement and Buyer, in form and
     substance satisfactory to Buyer, waiving any payment
     otherwise required to be made under such Agreement because
     of any change in control of Allied, adding Buyer as a party
     thereto, continuing the effectiveness of such Agreement
     until, but no longer than, the one year anniversary of the
     Closing, and otherwise amending such Agreement in an
     equitable fashion to all parties in light of the
     transactions contemplated by this Agreement.

          (e)  [Intentionally omitted]

          (f)  Sellers shall deliver such instruments of
     satisfaction, release, waiver and settlement relating to the
     acquisition and related agreements and instruments,
     including promissory notes and rights of first refusal, to
     which the Companies are a party, including (i) payment of
     all promissory notes, (ii) payment and satisfaction of
     contingent purchase price agreements, (iii) releases of
     Liens on any Assets, and (iv) waiver of right of first
     refusal provisions.

          (g)  Deutsche Bank Securities Inc. shall deliver an
     executed commitment letter obligating it or one of its
     Affiliates to purchase the Buyer Note from Sellers on the
     Closing Date.

          (h)  Benson, Lighting, Buyer and HON will execute and
     deliver a Transition Services Agreement in substantially the
     form attached hereto as Schedule 4.6 (i) or as the parties
     may otherwise agree, with all obligations of Benson and
     Lighting to Buyer or HON under or related to such Agreement
     fully guaranteed by Skoronski and Sorenson.

          (i)  HON, Buyer, Sellers, American Fireplace Company, a
     Maryland corporation ("AFC"), Hearth & Home, Inc., a
     Maryland corporation ("H&H") and the other parties listed on
     the signature page thereto shall execute and deliver a
     Securityholders' Agreement, in substantially the form
     attached hereto as Schedule 4.6(j).

           ARTICLE V  REPRESENTATIONS AND WARRANTIES

          5.1  Joint and Several Representations and Warranties
of Sellers.  Subject only to those exceptions and qualifications
listed and described (including an identification by section
reference to the representations and warranties to which such
exceptions and qualifications relate) on the Schedules referred
to in this Section 5.1 and attached to this Agreement, Sellers
hereby jointly and severally represent and warrant to Buyer that:

          (a)  Organization and Standing; Power and Authority.
     Each Company is a corporation duly organized, validly
     existing and in good standing under the laws of the states
     described on Schedule 5.1(a), and has full corporate power
     and authority to operate its business, to own or lease its
     assets, to carry on its business as now being conducted, and
     to enter into and perform this Agreement and the
     transactions and other agreements and instruments
     contemplated by this Agreement.  Except as disclosed on the
     Schedule entitled "Affiliate Companies", the Companies have
     no subsidiary corporations, own no interest, direct or
     indirect, in any other business enterprise, firm or
     corporation, and are the only business enterprises, firms or
     corporations through which the Business (or any business
     competing with or similar to the Business) is conducted, or
     which owns, leases or uses assets related to the Business.
     Each Company is duly qualified or licensed to do business as
     a foreign corporation and is in good standing in each
     jurisdiction in which the failure to so qualify would have,
     or might reasonably be expected to have, individually or in
     the aggregate, a material adverse effect upon the condition
     (financial or otherwise), business, assets, properties or
     operations (a "Material Adverse Effect") of the Companies,
     taken as whole.  This Agreement and all other agreements and
     instruments executed and delivered or to be executed and
     delivered by any Person in connection herewith
     (collectively, the "Transaction Documents") to which any
     Seller is party have been, or upon execution thereof will
     be, duly executed and delivered by such Seller.  This
     Agreement and the transactions and other agreements and
     instruments contemplated hereby have been duly approved by
     the Directors and shareholders of each such Company, and
     constitute the valid and binding obligations of each Seller,
     enforceable in accordance with their respective terms.  Each
     Asset Seller represents and warrants that it has been duly
     authorized by its shareholders to make the agreements set
     forth in Section 7.8 and to bind all of its shareholders
     thereto.

          (b)  Articles and By-Laws.  The copies of the Articles
     of Incorporation and Bylaws of each Company heretofore
     delivered to Buyer are true, correct and complete.

          (c)  Conflicts; Defaults.  Neither the execution and
     delivery of this Agreement and the other agreements and
     instruments executed or to be executed in connection
     herewith by any Seller, nor the performance by Sellers of
     the transactions contemplated hereby or thereby, will
     (i) violate, conflict with, or constitute a default under,
     any of the terms of any Company's Articles of Incorporation
     or By-Laws, (ii) except for any default arising solely from
     the failure to obtain any Consent other than any Required
     Consent, violate, conflict with, or constitute a default
     under any provisions of, or result in the acceleration of
     any obligation under, (x) the Contracts, (y) any order,
     judgment or decree, relating to the Business, the Allied
     Assets or the Acquired Assets or the Allied Shares, or by
     which any Company, the Allied Assets or the Acquired Assets
     or the Allied Shares are bound, or (z) any contract, sales
     commitment, license, purchase order, security agreement,
     mortgage, note, deed, lien, lease, agreement or instrument,
     relating to the Business, the Allied Assets or the Acquired
     Assets or the Allied Shares, or by which any Company, the
     Allied Assets or the Acquired Assets or the Allied Shares
     are bound, which violation, conflict, default or
     acceleration described in this clause (z) would result in a
     Material Adverse Effect upon the Companies, taken as a
     whole, (iii) result in the creation or imposition of any
     Liens or Claims in favor of any third Person or entity upon
     any of the Allied Assets or the Acquired Assets or the
     Allied Shares, (iv) violate any law, statute, judgment,
     decree, order, rule or regulation of any Governmental
     Authority, (v) constitute an event which, after notice or
     lapse or time or both, would result in such violation,
     conflict, default, acceleration, or creation or imposition
     of Liens or Claims, (vi) constitute an event which, after
     notice of lapse of time or otherwise would create, or cause
     to be exercisable or enforceable, any option, agreement or
     right of any kind to purchase any of the Allied Assets or
     Acquired Assets or the Allied Shares.  Except as set forth
     in the Schedule entitled "Assignment and Consents", no
     consent, novation, approval, filing or authorization will be
     required to be obtained or satisfied for the continued
     performance by Buyer following the Closing of any contract,
     agreement, commitment or undertaking included in the Allied
     Assets or Acquired Assets.  No Company is in violation of or
     in default under its Articles of Incorporation or Bylaws.
     No Company is in violation of or in default under or any
     provision of  (x) the Contracts, (y) any order, judgment or
     decree, relating to the Business, the Allied Assets or the
     Acquired Assets or the Allied Shares, or by which any
     Company, the Allied Assets or the Acquired Assets or the
     Allied Shares are bound, or (z) any contract, sales
     commitment, license, purchase order, security agreement,
     mortgage, note, deed, lien, lease, agreement or instrument,
     including without limitation, the Contracts, or any order,
     judgment or decree, relating to the Business, the Allied
     Assets or the Acquired Assets, or by which Sellers, the
     Allied Assets or the Acquired Assets or the Allied Shares is
     bound described in this clause (z), which violation or
     default would result in a Material Adverse Effect upon the
     Companies, taken as a whole, or in the payment of any
     monetary obligations or debts relating to the Business, and
     there exists no condition or event which, after notice or
     lapse of time or both, would result in any such violation or
     default.

          (d)  Acquired Assets; Title to the Acquired Assets;
     Allied Shares.  (I) Except for the Retained Assets, the
     Acquired Assets and the Allied Assets are the only assets,
     properties, rights and interests used by the Companies or
     Allied in connection with the Business.  The Acquired Assets
     to be conveyed to Buyer under this Agreement, together with
     cash, and the Allied Assets constitute all of the assets,
     properties, rights and interests necessary to conduct the
     Business in substantially the same manner as conducted by
     the Companies prior to the date of this Agreement.  None of
     the Acquired Assets or the Allied Assets have any material
     defects or are in need of maintenance or repair, except for
     ordinary maintenance and repairs.  Each Company has good,
     marketable and exclusive title to, and the valid and
     enforceable power and unqualified right to use and, in the
     case of the Asset Sellers, transfer to Buyer, each of their
     respective Assets, including, without limitation, all dies,
     molds or other tooling or equipment use in the Business,
     whether located at the Companies' facilities or at the
     facilities of their Customers or suppliers, and the Acquired
     Assets and the Allied Assets (collectively, the "Assets")
     are free and clear of all Liens and Claims of any kind or
     nature whatsoever, except for Permitted Liens and the Liens
     required to be released under Sections 3.2, 4.2(k) and
     4.3(k).  The consummation of the transactions contemplated
     by this Agreement (including, without limitation, the
     transfer or assignment of the Acquired Assets, and all
     rights and interests therein, to Buyer as contemplated
     herein) will not adversely affect such title or rights, or
     any terms of the applicable agreements (whether written or
     oral) evidencing, creating or granting such title or rights.
     Except as otherwise disclosed in the Schedule entitled
     "Contracts", none of the Assets are subject to, or held
     under, any lease, mortgage, security agreement, conditional
     sales contract or other title retention agreement, or are
     other than in the sole possession and under the sole control
     of the Companies.  Each Company has the right under valid
     and existing leases to occupy, use or control all properties
     and assets leased by it.  The delivery to Buyer of the
     instruments of transfer of ownership contemplated by this
     Agreement will vest good, marketable and exclusive title (as
     to all Acquired Assets owned by an Asset Seller) or full
     right to possess and use (as to all Acquired Assets not
     owned by an Asset Seller) to the Acquired Assets in Buyer,
     free and clear of all Liens and Claims of any kind or nature
     whatsoever, except for current real estate Taxes or
     governmental charges or levies which are a Lien but not yet
     due and payable and Liens securing obligations under those
     installment contracts, capital leases or vehicle or computer
     hardware and software sales contracts that are disclosed on
     the Schedule entitled "Contracts" and that will be assumed
     by Buyer (collectively, "Permitted Liens").  The Schedule
     entitled "Fixed Assets" attached hereto contains true,
     correct and complete lists of all fixed assets with an
     individual net book value in excess of $10,000 used in
     connection with the Business as of the dates specified
     therein.  No Company owns or holds any marketable
     Securities.

          (II) Allied has an authorized capital consisting solely
     of 9000 shares of Common Stock, without par value, of which
     928 shares, and only 928 shares, are issued and outstanding,
     and of which none are held as treasury shares.  All of such
     Allied Shares are duly authorized, validly issued, fully
     paid and non-assessable, and there are no other securities
     of Allied of any class issued, reserved for issuance or
     outstanding.  There are no options, offers, warrants,
     conversion rights, subscriptions, or agreements or rights of
     any kind to subscribe for or to purchase, or commitments to
     issue (either formal or informal, firm or contingent) shares
     of capital stock or other securities of Allied, whether
     debt, equity or a combination thereof, or obligating Allied
     to grant, extend or enter into any such agreement or
     commitment.  The Allied Shareholders are the sole holders of
     record and beneficial owners of such number of Allied Shares
     as are set forth on Schedule 1.3.  Good, valid and
     marketable title to the Allied Shares which the Allied
     Shareholders purport to own is held by the Allied
     Shareholders, free and clear of all Liens and Claims.  The
     certificates and other documents representing the Allied
     Shares to be delivered to Buyer at the Closing are valid and
     genuine.

          (e)  Real Property.  The Schedule entitled "Real Estate
     and Leases" attached hereto contains a true, correct and
     complete list of all instruments and agreements creating any
     interest or right in real property relating to the Business,
     or leased or occupied by any Company.  No Seller other than
     the Allied Shareholders owns or has any rights to any fee
     interest in real property; neither Allied Shareholder owns
     or has any rights to any fee interest in real property that
     has ever been used in connection with the Business.  True,
     correct and complete copies of the instruments and
     agreements identified in such Schedule have been delivered
     to Buyer.  Each such instrument and agreement is in full
     force and effect and is a legal, binding, and enforceable
     obligation of the applicable Seller or Allied.  Each Company
     has the right to quiet enjoyment of all real property
     subject to leaseholds under any such instruments, for the
     full term of each such lease and, subject to proper exercise
     thereof, any renewal option related thereto.  There has been
     no disturbance of or challenge to any Company's quiet
     possession under each such lease, and no leasehold or other
     interest of any Company in such real property is subject to
     or subordinate to any Liens except  Permitted Liens.
     Neither the whole nor any portion of any real property
     leased or occupied by any Company has been condemned,
     requisitioned or otherwise taken by any Governmental
     Authority, and, to Sellers' knowledge, no such condemnation,
     requisition or taking is threatened or contemplated.  To
     Sellers' knowledge, no building, structure, fixture or
     appurtenance comprising part of the real properties of any
     Company has any material defects or is in need of
     maintenance or repair, except for ordinary maintenance and
     repairs.

          (f)  Leases.  Each Lease Agreement described on the
     Schedule entitled "Real Estate and Leases" has not been
     modified, altered, terminated or revoked, and is in full
     force and effect.  No Company, as the present tenant under
     its respective Lease Agreements, is in default under any of
     the terms of such Lease Agreements, and there are no
     existing facts or conditions which could give rise to any
     such default.  To Sellers' knowledge, the present lessors
     under the Lease Agreements, are not in default thereunder,
     or in breach thereof, and there are no existing facts or
     conditions which could give rise to any such breach or
     default.

          (g)  Contracts.  The Schedule entitled "Contracts"
     attached hereto contains a complete list or summary
     description of (i) each license, contract, agreement,
     commitment and undertaking (whether written or oral)
     (A) relating to the Business or to which any Company is a
     party (1) which involves the purchase of inventories or the
     sale of products, and involves aggregate future payments in
     excess of $50,000, or which extends for a period of more
     than one year, or (2) which does not involve the purchase of
     inventories or the sale of products, and involves aggregate
     future payments in excess of $50,000 or extends for a period
     of more than one year, (B) between any Company and any
     distributor, manufacturers' agent or selling agent used or
     retained in connection with the Business, or pursuant to
     which any Company sells or distributes Products, in each
     case described in this subsection (B) regardless of the size
     or term or such licenses, contracts, agreements, commitments
     and undertakings, (ii) each loan or credit agreement,
     promissory note, security agreement, guaranty, indenture,
     mortgage, pledge or other agreement or instrument evidencing
     indebtedness of any Company, or to which any Company is a
     party, (iii) any conditional sale or other title retention
     agreement, equipment obligation, or lease purchase agreement
     involving (in the aggregate) amounts annually in excess of
     $25,000 relating to any Company or the Business, or to which
     any Company is a party, (iv) any power of attorney given by
     any Company to any Person, firm or corporation or otherwise
     relating to the Business or the Assets, (v) any non-
     competition, restrictive covenant or other agreement that
     restricts any Company or any employee, consultant, agent or
     director of any Company from conducting the Business
     anywhere in the world, (vi) each contract, agreement,
     commitment or undertaking presently in effect, whether or
     not fully performed, between any Company and any current or
     former officer, director, consultant or other employee (or
     group thereof) retained or employed in connection with the
     Business, or any current or former shareholder (or group of
     shareholders) of any Company, (vii) any contract, agreement,
     commitment or undertaking evidencing the acquisition or
     disposition by any Company of any business, all or
     substantially all assets (other than Inventories in the
     normal and ordinary course of business), or shares of
     capital stock of any Person during the past five years or as
     to which any material obligation or liability (contingent or
     not) still exists, and (viii) any other contract, agreement,
     commitment or undertaking that is material to the condition
     (financial or otherwise), results of operations, properties,
     assets, liabilities or business of any Company or the
     Business (the items described in clauses (i) through (viii)
     being herein collectively referred to as the "Contracts").
     Each Company has performed all obligations required to be
     performed by it to date under the Contracts, and neither any
     Company nor, to Sellers' knowledge, any other party to any
     Contract has breached or improperly terminated any Contract
     by which it is bound, and there exists no condition or event
     which after notice or lapse of time or both, would
     constitute any such breach, termination or default by
     Sellers or, to Sellers' knowledge, by any other party.  No
     Company is a party to, and the Business does not involve,
     any contracts, agreements, commitments or undertakings which
     are subject to the Federal Acquisition Regulations,
     Chapter 48 of the Code of Federal Regulations and all agency
     supplements thereto, the Cost Accounting Standards set forth
     in Chapter 4 of the Code of Federal Regulations, or the Cost
     Principles set forth in Chapter 31 of the Code of Federal
     Regulations.  Each of the Contracts is in full force and
     effect, and is a legal, binding and enforceable obligation
     of or against Sellers, except as such enforceability may be
     limited by (i) bankruptcy, insolvency or similar laws
     affecting creditors' rights generally or (ii) general
     principles of equity, whether considered in a proceeding in
     equity or at law.

          (h)  Financial Statements.  Each Company has heretofore
     delivered to Buyer the following financial statements
     (collectively, together with the notes thereto and the
     financial statements to be delivered pursuant to
     Section 7.2(b), the "Financial Statements"):

               (i)  the unaudited Balance Sheet of such Company
                    (the "Unaudited Balance Sheet") as of
                    November 30, 1999 (the "Balance Sheet Date"),
                    and the unaudited Statement of Income of such
                    Company for the eleven (11) months ended
                    November 30, 1999 (collectively, the
                    "Unaudited Financial Statements");

               (ii) (A) the audited Balance Sheet of Allied as of
                    May 31 1999, and the audited Statement of
                    Income for the year ended May 31, 1999, and
                    the audited Statement of Cash Flows for the
                    year ended May 31, 1999, together with the
                    footnotes thereto and the report thereon by
                    Virchow, Krause & Co. LLP, certified public
                    accountants, the audited Balance Sheet of
                    Allied as of May 31,1998; the audited
                    Statement of Income for the year ended
                    May 31, 1998, and the audited Statement of
                    Cash Flows for the year ended May 31, 1998,
                    together with the footnotes thereto and the
                    report thereon by Larson, Allen, Weishair & Co. LLP, certified public accountants; and
                    the audited Balance Sheet of Allied as of
                    May 31, 1997, the audited Statement of Income
                    for the year ended May 31, 1997, and the
                    audited Statement of Cash Flows for the year
                    ended May 31, 1997, together with the
                    footnotes thereto and the report thereon by
                    Virchow, Krause & Co. LLP, certified public
                    accountants; (B) the audited Balance Sheet of
                    FPSI as of December 31, 1998, and the audited
                    Statement of Income for the year ended
                    December 31, 1998, and the audited Statement
                    of Cash Flows for the year ended December 31,
                    1998, together with the footnotes thereto and
                    the report thereon by Virchow, Krause & Co.
                    LLP, certified public accountants; the
                    audited Balance Sheet of FPSI as of
                    December 31, 1997, the audited Statement of
                    Income for the year ended December 31, 1997,
                    and the audited Statement of Cash Flows for
                    the year ended December 31, 1997, together
                    with the footnotes thereto and the report
                    thereon by Virchow, Krause & Co. LLP,
                    certified public accountants; (C) the
                    reviewed Balance Sheet of Madison as of
                    December 31, 1998, and the reviewed Statement
                    of Income for the year ended December 31,
                    1998, and the reviewed Statement of Cash
                    Flows for the year ended December 31, 1998,
                    together with the footnotes thereto and the
                    report thereon by Virchow, Krause & Co. LLP,
                    certified public accountants, the reviewed
                    Balance Sheet of Madison as of December 31,
                    1997, and the reviewed Statement of Income
                    for the year ended December 31, 1997, and the
                    reviewed Statement of Cash Flows for the year
                    ended December 31, 1997, together with the
                    footnotes thereto and the report thereon by
                    Virchow, Krause & Co. LLP, certified public
                    accountants, the reviewed Balance Sheet of
                    Madison as of December 31, 1996, and the
                    reviewed Statement of Income for the year
                    ended December 31, 1996, and the reviewed
                    Statement of Cash Flows for the year ended
                    December 31, 1996, together with the
                    footnotes thereto and the report thereon by
                    Virchow, Krause & Co. LLP, certified public
                    accountants; and (D) the compiled Balance
                    Sheet of Minocqua as of September 30, 1998,
                    and the compiled Statement of Income for the
                    year ended September 30, 1998, and the
                    compiled Statement of Cash Flows for the year
                    ended September 30, 1998, together with the
                    footnotes thereto and the report thereon by
                    Virchow, Krause & Co. LLP, certified public
                    accountants, the compiled Balance Sheet of
                    Minocqua as of September 30, 1997, and
                    compiled Statement of Income for the year
                    ended September 30, 1997, and the compiled
                    Statement of Cash Flows for the year ended
                    September 30, 1997, together with the
                    footnotes thereto and the report thereon by
                    Virchow, Krause & Co. LLP, certified public
                    accountants, the compiled Balance Sheet of
                    Minocqua as of September 30, 1996, and the
                    compiled Statement of Income for the year
                    ended September 30, 1996, and the compiled
                    Statement of Cash Flows for the year ended
                    September 30, 1996, together with the
                    footnotes thereto and the report thereon by
                    Virchow, Krause & Co. LLP, certified public
                    accountants (collectively, the "Audited
                    Financial Statements"); and

               (iii)Each of the Financial Statements was prepared
                    from the books and records kept by each
                    Company for the Business, and fairly presents
                    the financial position of each Company as of
                    such dates, and the results of each Company's
                    operations and each Company's cash flows for
                    the periods then ended in accordance with
                    generally accepted accounting principals
                    ("GAAP") consistently applied (except, in the
                    case of the Unaudited Financial Statements,
                    for normally recurring year-end adjustments,
                    which adjustments will not be material,
                    either individually or in the aggregate and
                    without a Statement of Cash Flows) and
                    without footnote disclosures, and the
                    related internal accounting practices and
                    policies of such Company disclosed on the Schedule
                    entitled "Financial Statements" or in the
                    notes to the Audited Financial Statements
                    (the "Accounting Practices").  Except as
                    set forth in the Schedule entitled "Changes
                    in Circumstances" or the Financial Statements,
                    since the Balance Sheet Date, (x) the
                    Companies' business, working capital and
                    cash flow have been managed and operated in
                    the ordinary and normal course of business
                    consistent with past practice, (y) neither
                    the Companies nor any of their affiliates
                    have accelerated or materially altered
                    the collection or management of any Accounts
                    Receivable, or extended the payment term
                    of or materially altered any Assumed
                    Liabilities, including, without limitation,
                    account payables and expenses of the
                    Companies, and (z) there has been no
                    material adverse change in the condition
                    (financial or otherwise), results of operations,
                    properties, assets, liabilities or business
                    of any Company or the Business, nor has
                    there been any event or condition of any
                    character which has materially and adversely
                    affected, or which would reasonably be expected to
                    materially and adversely affect, the
                    condition (financial or otherwise), results
                    of operations, properties, assets,
                    liabilities or business of any Company
                    (other than as a result of any matter set forth
                    in the proviso to Section 6.1(c)).  The
                    Unaudited Balance Sheet reflects all
                    properties and assets, real, personal or
                    mixed, that are currently used in connection
                    with each Company's Business and which
                    would be required under GAAP to be shown in
                    the Financial Statements, except for
                    (A) inventory purchased or sold consistent
                    with past practice and in the ordinary
                    and normal course of business since the
                    Balance Sheet Date, (B) other immaterial
                    properties and assets (other than capital assets)
                    purchased or sold since the Balance Sheet
                    Date consistent with past practice and
                    in the ordinary and normal course of business,
                    (C) capital assets purchased since the Balance 
                    Sheet Date in the ordinary course of
                    business consistent with past practice,
                    and (D) purchase commitments that are for
                    immaterial properties and assets or are
                    disclosed on the Schedule entitled
                    "Liabilities".

          (i)  Liabilities.  Except as disclosed in paragraphs 1
     or 3 of  the Schedule entitled "Changes in Circumstances",
     no Company has any liabilities or obligations of any nature
     whatsoever, whether absolute, accrued, contingent or
     otherwise, and whether known or unknown, including, without
     limitation, liabilities for Taxes, forward or long-term
     commitments, or unrealized or anticipated losses from any
     unfavorable conditions or occurrences, or from write-downs
     or write-offs of assets (including Inventories and Accounts
     Receivable), except for those (i) reflected or reserved on
     the Unaudited Balance Sheet, (ii) incurred or accrued since
     the Balance Sheet Date in the ordinary and normal course of
     the Companies' business in transactions in the ordinary and
     normal course, consistent with past practice, which
     transactions are consistent with the representations,
     warranties, covenants, obligations and agreements contained
     in this Agreement, (iii) arising, in the ordinary course of
     business, under Contracts (exclusive of any liabilities or
     obligations arising from breaches or defaults by any
     Company), or (iv) set forth on Schedule 2.1(b) attached
     hereto.

          (j)  Accounts Receivable; Collection; Trade Payables.
     Except for Accounts Receivable with respect to which
     applicable reserves are set forth on the Unaudited Balance
     Sheet, all Accounts Receivable included in the Assets and
     outstanding as of the Closing Date will represent sales
     actually made in the ordinary and normal course of business.
     To Sellers' knowledge, other than as provided for in
     reserves as contemplated above, there are no counterclaims
     or setoffs against (or any basis therefor), or any other
     matter or condition likely to interfere with full and timely
     collection of, any of such Accounts Receivable.  The
     Schedule entitled "Accounts Receivable" sets forth an aged
     listing by Customer of the Accounts Receivable included in
     the Assets that are outstanding as of December 31, 1999.  No
     Company has experienced or suffered undue delay in its
     payment of its liabilities and obligations to its trade
     creditors (including suppliers) or trade debt.

          (k)  Inventories.  Except as set forth in the Schedule
     entitled "Financial Statements", the value at which the
     Inventory included in the Assets is carried on the Unaudited
     Balance Sheet reflects the lower of cost or market value or
     as otherwise described in the notes to the Financial
     Statements and reflects writeoffs or writedowns for damaged
     or obsolete items, or items of below standard quality, in
     accordance with the historical inventory policy and
     practices of the Companies, a complete and accurate
     description of which is included in the description of the
     Accounting Practices set forth in the Schedule entitled
     "Financial Statements".  The Inventory, taken as a whole,
     included in the Assets is not (as of the date hereof) and
     will not be (as of the Closing Date) excessive in kind or
     amount in light of the ordinary and normal course of conduct
     and reasonably anticipated needs of the Business.

          (l)  Litigation.  Except as set forth on the Schedule
     entitled "Litigation", no Company is subject to any order
     of, or written agreement or memorandum or understanding
     with, any Governmental Authority, and there exists no
     litigation, action, suit, claim or proceeding pending, or,
     to Sellers' knowledge, any litigation, action, suit,
     investigation, claim or proceeding threatened against or
     affecting any Company, the Business or the Assets, or which
     would affect the transactions contemplated by this
     Agreement, at law or in equity or before any Governmental
     Authority, including, without limitation, claims for product
     warranty, product liability, antitrust, unfair competition,
     price discrimination or other liability or obligation
     relating to Products, whether manufactured, installed or
     sold by any Company, any of its Affiliates or any of their
     respective predecessors-in-interest in respect of the
     Business, or which would adversely affect the transactions
     contemplated by this Agreement, and, to Sellers' knowledge,
     no one has grounds to assert any such litigation, action,
     suit, claim or proceeding.  Set forth on the Schedule
     entitled "Litigation" is a description of (i) all
     litigation, actions, suits, investigations, claims and
     proceedings asserted, brought or threatened against any
     Company or its Affiliates or predecessors-in-interest in
     respect of the Business during the three-year period
     preceding the date hereof, together with a description of
     the outcome or present status thereof, and (ii) all
     judgments, orders, decrees, writs or injunctions entered
     into by, in favor of, or against any Company.

          (m)  Customers and Suppliers.  No Company is involved
     in any material controversy with any of the customers or
     suppliers to the Business.  The Schedule entitled "Customers
     and Suppliers" sets forth a true, correct and complete list
     of the Companies' (i) 20 largest customers in terms of sales
     of the Companies, taken as a whole, during the twelve (12)-
     month period ended December, 1999 and (ii) suppliers that,
     during the twelve (12) months ended December, 1999,
     individually accounted for $200,000 or more of the
     Companies', taken as a whole, orders for the purchase of raw
     materials, supplies, equipment or parts.  Except for the
     customers and suppliers named in the Schedule entitled
     "Customers and Suppliers", the Companies have not had any
     customer who accounted for more than 5% of the Companies'
     sales during the period from January to December 1999, or
     any supplier from whom the Companies purchased more than 5%
     of the goods or services purchased during the period from
     January to December 1999.  Except as otherwise disclosed in
     the Schedule entitled "Contracts", no Company has been
     advised by any such customer or supplier, that such customer
     or supplier was or is intending to terminate its
     relationship with such Company or would not continue to
     purchase supplies or services for future periods on account
     of any dissatisfaction with such Company's performance.  All
     business placed by all employees of each Company has been
     placed in the name of such Company, and all fees on such
     business have been paid to and are the property of such
     Company.

          (n)  Regulatory Compliance.  Except as set forth on the
     Schedule entitled "Litigation", the Business has been
     conducted, all Assets have been maintained and each Company
     is currently in compliance with all applicable Laws
     (including, without limitation, all laws relating to zoning,
     building codes, civil rights, occupational health and
     safety, antitrust, consumer protection, currency exchange,
     equal opportunity, pensions, securities and trading-with-the-
     enemy), except to the extent that failure to comply would
     not, individually or in the aggregate, result in a Material
     Adverse Effect upon the Companies, taken as a whole, and no
     material expenditures are or will be required to comply with
     any such laws, regulations and orders of Governmental
     Authorities.  No Company is in default under, and no event
     has occurred which, with the lapse of time or action by a
     third party, could result in default under, the terms of any
     judgment, decree, order, writ or injunction of any
     Governmental Authority, whether at law or in equity, to
     which such Company is a party.

          (o)  Brokers, Finders and Agents.  No Company is
     directly or indirectly obligated to anyone acting as a
     broker, finder or in any other similar capacity in
     connection with this Agreement or the transactions
     contemplated hereby, except as provided in Section 9.2.(p)
     Intellectual Property.  The Schedule entitled "Intellectual
     Property" attached hereto sets forth a complete and correct
     list (with an indication of the record owner and identifying
     number) of all patents, trademarks, service marks, trade
     names, domain names and copyrights for which registrations
     have been obtained (and all applications for, or extensions
     or reissuances of, any of the foregoing) which are or have
     been used in the conduct of, or which relate to, the
     Business or which are owned by any Company.  True, correct
     and complete copies of such patents, trademarks, service
     marks, trade names, domain names and copyrights (and all
     applications for, or extensions or reissuances of, any of
     the foregoing) identified on such Schedule have been
     delivered to Buyer.  Except as otherwise disclosed in the
     Schedule entitled "Intellectual Property", each Company is
     the sole owner and has the exclusive right to use, free and
     clear of any payment, restriction or encumbrance, all such
     patents, trademarks, service marks, trade names, domain
     names and copyrights listed on such Schedule under such
     Company's name  No patents, trademarks, service marks, trade
     names, domain names and copyrights (or applications for, or
     extensions or reissuances of any of the foregoing) which are
     or have been used in the conduct of, or which relate to, the
     Business are owned otherwise than by such Company.  There is
     no claim or demand of any Person pertaining to, or any
     proceedings which are pending or, to Sellers' knowledge,
     threatened, which challenge (i) the exclusive rights of the
     Companies in respect of any patents, trademarks, service
     marks, trade names, domain names or copyrights (or
     applications for, or extensions or reissuances of, any of
     the foregoing) which are or have been used in the conduct
     of, or which relate to, the Business or which are owned by
     such Company, or (ii) the rights of any Company in respect
     of any processes, formulas, confidential information, trade
     secrets, know-how, engineering data, technology or other
     intellectual property (including the Intangibles) which are
     or have been used in the conduct of, or which relate to, the
     Business or which are owned by such Company.  No patent,
     trademark, service mark, trade name, domain name, copyright,
     process, formulas, confidential information, trade secret,
     know-how, engineering data, technology or other intellectual
     property (including the Intangibles) which is owned by any
     Company or which is or has been used in the conduct of, or
     which relates to, the Business is subject to any outstanding
     order, ruling, decree, judgment or stipulation by or with
     any Governmental Authority or any contract, agreement,
     commitment or undertaking with any Person, or infringes or,
     to Sellers' knowledge, is being infringed by others or is
     used by others (whether or not such use constitutes
     infringement).  To Sellers' knowledge, the Business does not
     involve employment of any Person in a manner which violates
     any non-competition or non-disclosure agreement which such
     Person entered into in connection with any former
     employment.  All patents, trademarks, service marks, trade
     names, domain names or copyrights (or applications for, or
     extensions or reissuances of, any of the foregoing) or
     processes, formulas, confidential information, trade
     secrets, know-how, engineering data, technology or other
     intellectual property, or rights thereto, owned or held,
     directly or indirectly by any officer, director,
     shareholder, employee or any Affiliate of any Company or any
     Seller have been, or prior to the Closing Date will have
     been, duly and effectively transferred to the Companies.
     Set forth on the Schedule entitled "Intellectual Property"
     is a description all litigation, actions, suits,
     investigations, claims and proceedings, asserted, brought or
     threatened against the Company within the three (3) years
     preceding the date hereof, together with a description of
     the outcome or present status thereof, relating to any
     patent, trademark, service mark, trade name, domain name,
     copyright, process, formula, confidential information, trade
     secret, know-how, engineering data, technology or other
     intellectual property.

          (q)  Permits.  The Schedule entitled "Permits" attached
     hereto contains a true, correct and complete list of all
     Permits issued to any Company.  Each Company has, and is in
     full compliance with, all Permits which are necessary or
     required for the operation of the Business as it is
     currently being operated and its present activities on its
     properties and facilities, all of which Permits are in full
     force and effect, except to the extent (i) detailed on the
     Schedule entitled "Permits" (all of which such Permits not
     in full force and effect at Closing will be obtained, at
     Sellers' sole cost and expense, within ninety (90) days of
     Closing) or (ii) that failure to obtain such Permits or so
     comply would not, individually or in the aggregate, result
     in a Material Adverse Effect upon the Companies, taken as a
     whole.  No Company's operation of the Business during the
     pendency of its applications, if any, for Permits violates
     any law, regulation or order of any Governmental Authority.

          (r)  Employee Relations; Collective Bargaining
     Agreements.  There are no material controversies, including
     strikes, disputes, slowdowns or work stoppages, pending, or
     to Sellers' knowledge, threatened which involve any
     employees of any Company.  Each Company has complied and is
     complying with all Laws relating to the employment of labor,
     including, without limitation, any provision thereof
     relating to wages, hours, collective bargaining, employee
     health, safety and welfare, and the payment of social
     security and similar taxes,  except to the extent that
     failure to comply would not, individually or in the
     aggregate, result in a Material Adverse Effect upon the
     Companies, taken as a whole.  No Company has experienced any
     material labor difficulties, including, without limitation,
     strikes, slowdowns, or work stoppages, within the five-year
     period preceding the date hereof.   No Company is a party to
     any collective bargaining or union contract, and to Sellers'
     knowledge, there exists no current union organizational
     effort with respect to any Company's employees.

          (s)  Employees and Employee Plans.  (1) Except as set
     forth on Schedule 5.1(s)(2), no Company is or was a party
     to, maintains or has maintained, or contributes or has
     contributed to, any (A) severance or employment agreement
     with any current or former director, officer or employee,
     (B) severance plan, program, policy or arrangement, (C) plan
     or arrangement relating to its current or former directors,
     officers or employees which contains change in control
     provisions, (D) any Employee Plan, or (E) any collective
     bargaining agreement or consulting agreement (clauses (A)
     through (E) are, collectively, the "Company Plans"), nor has
     any such Company or any officers or directors of any such
     Company, taken any action directly or indirectly which
     obligates such Company to institute or modify or change any
     such Company Plan, any change in any actuarial or other
     assumption used to calculate funding obligations with
     respect to any Company Plan, or any change in the manner in
     which contributions to any Company Plan are made or the
     basis on which such contributions are determined.

               (2)  Schedule 5.1(s)(2) lists each Company Plan.
          True, complete and correct copies of each Company Plan
          and summary plan description, the most recent Internal
          Revenue Service determination letters, the most recent
          annual reports on Internal Revenue Service Form 5500
          and actuarial reports, if applicable, and if not
          applicable, statement of trust assets, have been made
          available and delivered to Buyer.

               (3)  With respect to each Company Plan, and to any
          other employee benefit plan, program, agreement or
          arrangement to which a Company or any other trade or
          business, whether or not incorporated (an "ERISA
          Affiliate"), that together with such Company would be
          deemed a "single employer" within the meaning of
          Section 414(b), (c), (m) or (o) of the Internal Revenue
          Code of 1986, as amended (the "Code"), has made, or was
          required to make, contributions at any time prior to
          the date hereof, no event has occurred, and to Seller's
          knowledge there exists no condition or set of
          circumstances, in connection with which any such
          Company could be subject to any liability under ERISA,
          the Code or any other applicable law.

               (4)  Each Company Plan has been administered in
          accordance with its terms, and each Company Plan has
          been operated and is in compliance with the applicable
          provisions of ERISA, the Code and all other applicable
          laws.  Each Company Plan that is intended to be
          qualified under Section 401(a) or 401(k) of the Code is
          so qualified and has received a favorable determination
          letter from the Internal Revenue Service (the "IRS")
          with respect to its qualified status covering the Tax
          Reform Act of 1986 and any other legislation for which
          the applicable remedial amendment period has expired,
          and each trust established in connection with any
          Company Plan that is intended to be exempt from federal
          income taxation under Section 501(a) of the Code has
          received a determination letter from the IRS that such
          trust is so exempt, and no fact or event has occurred
          since the date of any determination letter from the IRS
          which is reasonably likely to adversely affect the
          qualified status of any such Company Plan or the exempt
          status of any such trust.  There are no pending or
          threatened or anticipated claims, investigations or
          audits under or with respect to any Company Plan by or
          on behalf of any current or former director, officer or
          employee, or dependent or beneficiary thereof, or
          otherwise (other than routine claims for benefits).
          All contributions required to be made by each Company
          under applicable Law or the terms of any Company Plan
          or collective bargaining agreement as of the Closing
          Date have been made as of such date.

               (5)  No Company Plan is, and no Company or ERISA
          Affiliate has ever maintained or contributed to, (i) a
          "defined benefit plan"(as defined in Section 3(35) of
          ERISA), (ii) a "multiemployer plan" within the meaning
          of Section 3(37) of ERISA, (iii) a "multiple employer
          plan" within the meaning of Code Section 413 or a
          "multiple employer welfare arrangement" within the
          meaning of Section 3(40) of ERISA, or (iv) a "welfare
          benefit fund" as defined in Section 419(e) of the Code.

               (6)  Except as disclosed on Schedule 5.1(s)(2), no
          Company Plan provides medical, life or other welfare
          benefits (whether or not insured), with respect to any
          current or former employee of any Company after
          retirement or other termination of service (other than
          coverage mandated by applicable law).  With respect to
          any contract or arrangement with an insurance company
          providing funding under any Company Plan, there is no
          material liability for any retroactive rate adjustment.
          Each Company has the right to amend or terminate its
          participation with respect to each Company Plan which
          it maintains or in which participates.  Each Company
          Plan that is a "group health plan," as defined in
          Section 5000 of the Code has been operated in
          compliance with Section 4980B of the Code and the
          secondary payor requirements of Section 1862(b) of the
          Social Security Act.

               (7)  Except as disclosed on Schedule 5.1(s)(2), no
          current or former employee of any Company will be
          entitled to any payment, additional benefits or any
          acceleration of the time of payment or vesting of any
          benefits under any Company Plan as a result of the
          transactions contemplated by this Agreement (either
          alone or in conjunction with any other event such as a
          termination of employment) and no trustee under any
          "rabbi trust" or similar arrangement in connection with
          any Company Plan will be entitled to any payment as a
          result of the transactions contemplated by this
          Agreement.

               (8)  None of the Companies or any of their current
          or former directors, officers, employees or any other
          "fiduciary", as such term is defined in Section 3(21)
          of ERISA, has committed any breach of fiduciary
          responsibility imposed by ERISA or any other applicable
          law with respect to the Company Plans which would
          subject Buyer, any Company or any of their respective
          directors, officers or employees to any material
          liability under ERISA or any applicable law.
               
               (9)  None of the Companies has incurred any
          liability under Title IV of ERISA, any lien under Code
          Section 401(a)(29) or any material liability for any
          tax or civil penalty imposed by Sections 4971, 4975 or
          4976 of the Code or Section 502 of ERISA and no
          condition or set of circumstances exists that presents
          a risk to any of the Companies of incurring any such
          lien or liability.

               (10) Each Company (A) is in compliance in all
          material respects with all applicable laws respecting
          employment, employment practices, terms and conditions
          of employment and wages and hours (including, but not
          limited to, WARN, the Age Discrimination in Employment
          Act, as amended, the Civil Rights Act of 1964, as
          amended, the Equal Pay Act, the Occupational Safety and
          Health Act, the Fair Labor Standards Act, the Americans
          with Disability Act of 1990, the Family and Medical
          Leave Act of 1993, the Immigration and Nationality Act
          of 1952, as amended by the Immigration Reform and
          Control Act of 1986 and the regulations promulgated
          thereunder, and any other federal, state or local law
          regulating employment or protecting employee rights),
          in each case, with respect to current and former
          employees and independent contractors of the Company,
          (B) has withheld all material amounts required by
          applicable laws or by agreement to be withheld from the
          wages, salaries and other payments to such current and
          former employees and independent contractors, (C) is
          not liable for any arrears of wages or any taxes or any
          penalty for failure to comply with any of the
          foregoing, and (D) is not liable for any payment to any
          trust or other fund or to any governmental entity with
          respect to unemployment compensation benefits, workers
          compensation, social security or other benefits for
          current or former employees and independent contractors
          of any Company.

               (11) Except as provided on Schedule 5.1(s)(11),
          each Company Plan covers only those employees who are
          employed by a Company (and their eligible spouses and
          beneficiaries), except for persons covered for medical
          benefits under an employee welfare benefit plan
          pursuant to COBRA (as hereinafter defined).

          (t)  Environmental and Safety Compliance.

               (i)  General.  Except as disclosed on the Schedule
          entitled "Environmental Matters", no Company, nor, to
          Sellers' knowledge, any other previous owner, tenant,
          occupant or user of the real property, including Leased
          Property, listed on the Schedule entitled "Real Estate
          and Leases," (hereinafter collectively referred to as
          the "Property") nor, to Sellers' knowledge, any other
          Person, has engaged in or permitted any operations or
          activities upon, or any use or occupancy of the
          Property, or any portion thereof, resulting in the
          emission, release, discharge, transport, dumping or
          disposal of any Hazardous Materials (as hereinafter
          defined) on, from, under, in or about the Property,
          nor, to Sellers' knowledge, have any Hazardous
          Materials migrated or been transported from the
          Property to, upon, about or beneath other properties,
          nor, to Sellers' knowledge, have any Hazardous
          Materials migrated or been transported or threatened to
          migrate or be transported from other properties to,
          upon, about or beneath the Property.

               (ii) Specific Environmental Representations and
          Warranties.  Except as specified in the Schedule
          entitled "Environmental Matters":

          (A)  To Sellers' knowledge, there is not, nor has there
               been, constructed, placed, deposited, stored,
               disposed of or located on the Property any
               asbestos in any form which has become friable.

          (B)  To Sellers' knowledge, no underground
               improvements, including but not limited to
               treatment or storage tanks, sumps, or water, gas
               or oil wells, are or have been located on the
               Property.

          (C)  To Sellers' knowledge, there are no
               polychlorinated biphenyls (PCBs) or transformers,
               capacitors, ballasts, or other equipment which
               contains dielectric fluid containing PCBs at
               levels in excess of fifty parts per million
               (50ppm) constructed, placed, deposited, stored,
               disposed of or located on the Property.

          (D)  The Property and its existing uses and activities
               and, to Sellers' knowledge, its prior uses and
               activities, comply and have at all times complied
               in all material respects with all Environmental
               Requirements (as hereinafter defined), and each
               Company has obtained all Permits necessary under
               applicable Environmental Requirements, except to
               the extent that failure to comply or obtain such
               Permits would not, individually or in the
               aggregate, result in a Material Adverse Effect
               upon the Companies, taken as a whole.

          (E)  No Company, nor to Sellers' knowledge, any prior
               owner or occupant of the Property, has received
               any notice or other communication concerning any
               alleged violation of Environmental Requirements,
               whether or not corrected to the satisfaction of
               the appropriate authority, nor any notice or other
               communication concerning alleged liability for
               Environmental Damages in connection with the
               Property, and there exists no judgment, decree,
               order, writ or injunction outstanding, nor any
               litigation, action, suit, claim (including
               citation or directive) or proceeding pending or,
               to the Sellers' knowledge, any litigation, action,
               suit, investigation, claim or proceeding
               threatened, relating to the ownership, use,
               maintenance or operation of the Property by any
               Person, or from the alleged violation of
               Environmental Requirements, or from the suspected
               presence of quantities of Hazardous Material
               thereon or potential migration thereto, nor, to
               Sellers' knowledge, are there any existing facts
               or conditions which could give rise to any such
               violation or liabilities.

               (iii)     Definitions.

          (A)  For purposes of this Section 5.1(t), the term
               "Hazardous Material" means any substance:

               (1)  the presence of which requires investigation
                    or remediation under any federal, state or
                    local statute, regulation, ordinance, order,
                    action, policy or common law; or

               (2)  which is or has been identified as a
                    potential "hazardous waste," "hazardous
                    substance," pollutant or contaminant under
                    any federal, applicable state or local
                    statute, regulation, rule or ordinance or
                    amendments thereto including, without
                    limitation, the Comprehensive Environmental
                    Response, Compensation and Liability Act (42
                    U.S.C. Sections 9601 et seq.) and/or the Resource
                    Conservation and Recovery Act (42 U.S.C.
                    Sections 6901 et seq.); or

               (3)  which is toxic, explosive, corrosive,
                    flammable, infectious, radioactive,
                    carcinogenic, mutagenic, reactive, or
                    otherwise hazardous and has been identified
                    as regulated by any Governmental Authority.

          (B)  For purposes of this Section 5.1(t) the term
               "Environmental Requirements" means all applicable
               Laws, Permits and similar items of all
               Governmental Authorities and all applicable
               judicial, administrative, and regulatory
               judgments, decrees, orders, writs or injunctions
               relating to the protection of human health or the
               environment, including, without limitation:

               (1)  All requirements pertaining to reporting,
                    licensing, permitting, investigation, and
                    remediation of emissions, discharges,
                    releases, or threatened releases of Hazardous
                    Materials;

               (2)  All requirements pertaining to the protection
                    of the health and safety of employees or the
                    public; and

               (3)  All other limitations, restrictions,
                    conditions, standards, prohibitions,
                    obligations, schedules and timetables
                    contained therein or in any notice or demand
                    letter issued, entered, promulgated or
                    approved thereunder.

          (C)  For purposes of this Section 5.1(t), the term
               "Environmental Damages" means any and all
               Liabilities (as defined in Section 11.1) which are
               incurred at any time as a result of the existence
               or disposal prior to Closing of Hazardous Material
               upon, about, from, beneath the Property or
               migrating or threatening to migrate to or from the
               Property, or the existence of a violation of
               Environmental Requirements pertaining to the
               Property, regardless of whether the existence of
               such Hazardous Material or the violation of
               Environmental Requirements arose prior to the
               present ownership or operation of the Property,
               and including without limitation:

               (1)  Damages for personal injury, or injury to
                    property or natural resources occurring upon
                    or off of the Property, foreseeable or
                    unforeseeable, including, without limitation,
                    lost profits, consequential damages, the cost
                    of demolition and rebuilding of any
                    improvements on real property, interest and
                    penalties;

               (2)  Fees incurred for the services of attorneys,
                    consultants, contractors, experts,
                    laboratories and all other costs incurred in
                    connection with the investigation or
                    remediation of such Hazardous Materials or
                    violation of Environmental Requirements
                    including, but not limited to, the
                    preparation of any feasibility studies or
                    reports or the performance of any cleanup,
                    remediation, removal, response, abatement,
                    containment, closure, restoration or
                    monitoring work required by any Governmental
                    Authority, or reasonably necessary to make
                    full economic use of the Property or any
                    other property in a manner consistent with
                    its intended use or otherwise expended in
                    connection with such conditions, and
                    including without limitation any attorneys'
                    fees, costs and expenses incurred in
                    enforcing this Agreement or collecting any
                    sums due hereunder;

               (3)  Liability to any third Person or Governmental
                    Authority to indemnify such Person or agency
                    for costs expended in connection with the
                    items referenced in subparagraph (C)(2) of
                    this Section 5.1(t); and

               (4)  Diminution of the value of the Property, and
                    damages for the loss of business and
                    restriction on the use of or adverse impact
                    on the marketing of rentable or usable space
                    or of any amenity of the Property.

          (u)  Changes in Circumstances.  Except as disclosed in
     the Schedule entitled "Changes in Circumstances", since the
     Balance Sheet Date no Company has (i) sold, transferred or
     otherwise disposed of any properties or assets (including
     the Assets) outside the ordinary and normal course of
     business or to any Affiliate of any Company; (ii) mortgaged,
     pledged or subjected to any Lien, any of the Assets;
     (iii) acquired any property or assets (including the Assets)
     outside the ordinary and normal course of business or from
     any Affiliate of any Company; (iv) sustained any material
     damage, loss or destruction of or to the Assets (whether or
     not covered by insurance); (v) entered into any transaction
     or otherwise conducted the Business other than in the
     ordinary and normal course; (vi) except as disclosed on the
     Schedule entitled "Employee Benefits", granted any salary
     increase or bonus or permitted any advance to any officer,
     director or employee, instituted or granted any general
     salary increase to the employees of any Company or entered
     into any new, or altered or amended any existing, Employee
     Plan or any employment or consulting agreement; (vii) made
     any borrowing, whether or not in the ordinary and normal
     course of business, issued any commercial paper or
     refinanced any existing borrowings (other than Retained
     Liabilities representing amounts drawn on existing lines of
     credit or similar extensions of credit disclosed on the
     Schedule entitled "Changes in Circumstances"); (viii) paid
     any obligation or liability (fixed or contingent), other
     than in the ordinary and normal course of business,
     discharged or satisfied any Lien, or settled any claim,
     liability or suit pending or threatened; (ix) entered into
     any licenses or leases other than in the ordinary and normal
     course of business; (x) made any loans or gifts other than
     in the ordinary and normal course of business;
     (xi) modified, amended, canceled or terminated any contracts
     or commitments under circumstances that have had or could
     reasonably be expected to have, a Material Adverse Effect
     upon the Companies, taken as a whole; (xii) declared or
     paid, or become obligated to declare or pay, any dividend or
     disbursed or become obligated to disburse cash except in the
     ordinary and normal course; (xiii) made capital expenditures
     or commitments other than in the ordinary course of business
     consistent with past practice for additions to property,
     plant or equipment; (xiv) written down the value of any
     Inventory or written off as uncollectible any notes or
     Accounts Receivable or any portion thereof; (xv) canceled
     any other debts or claims or waived any rights of
     substantial value; (xvi) made any material change in any
     method of accounting or accounting practice; (xvii) paid,
     accrued or incurred any management or similar fees to any
     Related Party (as hereinafter defined) or made any other
     payment or incurred any other liability to a Related Party
     or paid any amounts to or in respect of, or sold or
     transferred any assets to, any company or other entity, a
     substantial portion of the equity ownership interest of
     which is owned by any Company, any Seller or a Related Party
     individually or as a group; (xviii) taken or omitted to take
     any action which would cause to be breached, or might result
     in a breach of, any of the representations, warranties,
     covenants, obligations and agreements of any Seller
     contained in Sections 5.1(e), (f), (g), (s) or (z) if the
     same were made anew immediately after such act or omission;
     or (xix) agreed to, or obligated itself to, do anything
     identified in (i) through (xviii) above.  For purposes of
     this Agreement, a "Related Party" is any trust, corporation,
     partnership, limited liability company or other entity in
     which any Seller or any of their Affiliates has a material
     interest.

          (v)  Taxes.  Except as set forth on Schedule 5.1(v)
     attached hereto:

               (i)  Each Company has prepared in good faith and
                    duly filed or caused to be duly filed all Tax
                    Returns (including without limitation in
                    respect of estimated Taxes) required to be
                    filed by it with the appropriate Governmental
                    Authorities, or requests for extensions to
                    file such Tax Returns have been timely filed
                    and granted and have not expired.  All such
                    Tax Returns were at the time of filing and
                    are as of the date hereof true, correct and
                    complete in all material respects.  All Taxes
                    owed by each Company have been paid within
                    the time and in the manner prescribed by law.

               (ii) No claim has ever been made by a Taxing
                    authority in a jurisdiction where any Company
                    has never filed a Tax Return that any Company
                    is or may be subject to taxation by that
                    jurisdiction.  The attached Schedule 5.1(v)
                    sets forth each state, local and foreign
                    jurisdiction in which each Company (i) filed
                    an income or franchise Tax Return, whether on
                    a consolidated, combined or separate return
                    basis, during the five year-period ended
                    December 31, 1998, or (ii) collected or
                    remitted any sales and/or use Taxes during
                    the five-year period ended December 31, 1998.

               (iii)The Financial Statements reflect an adequate
                    reserve in accordance with GAAP consistently
                    applied for all Taxes payable by each Company
                    for all Taxable periods and portions thereof
                    accrued through the respective dates of such
                    Financial Statements.  Any Taxes incurred or
                    accrued by each Company since the Balance
                    Sheet Date have arisen in the ordinary
                    and usual course of business determined in
                    the same manner as for the most recent
                    taxable period ending on or before such date.
                    All deficiencies for any Taxes that have
                    been assessed against each Company have been
                    fully paid, or are fully reflected as a
                    liability in such Financial Statements in
                    accordance with GAAP, or are being contested and an
                    adequate reserve therefor has been
                    established and is fully reflected in such
                    Financial Statements.

               (iv) No Company is a party to any pending audit,
                    examination, action or proceeding for the
                    assessment or collection of any Taxes, nor,
                    to Sellers' knowledge, is any such audit,
                    examination, action or proceeding threatened.

               (v)  There are no Liens for Taxes (other than for
                    current Taxes not yet due and payable) on the
                    assets of any Company or the Allied Shares.

               (vi) No issue has been raised by the IRS or any
                    other applicable taxing authority in any
                    examination of the federal, state, local or
                    foreign income Tax Returns of any Company
                    which, by application of the same or similar
                    principles, reasonably could be expected to
                    result in a proposed deficiency for any other
                    period not so examined.  No Company is
                    subject to any agreements, waivers or other
                    arrangements extending the statute of
                    limitations for the assessment, collection or
                    levy of any Taxes for any Taxable year or
                    other period.  Copies of all income or
                    informational income Tax Returns of each
                    Company filed for each of the past three (3)
                    Taxable years have heretofore been delivered
                    to Buyer and all such Tax Returns are listed
                    on the attached Schedule 5.1(v).

               (vii)Copies of all Tax agreements (including,
                    without limitation, agreements providing
                    for the allocation or sharing of or
                    indemnification with respect to Taxes)
                    to which any Company is a party, including
                    any novations, transfers or assignments
                    thereof, have heretofore been delivered to Buyer,
                    and all such agreements are listed on the
                    attached Schedule 5.1(v).

               (viii)Allied has not filed a consent pursuant to,
                     or agreed to the application of, Section 341(f) 
                     of the Code.

               (ix) No Company has made any payments, is
                    obligated to make any payments, or is a party
                    to any agreement that could obligate it to
                    make any payments, the deductibility of which
                    would be disallowed (in whole or in part)
                    under Section 280G of the Code.

               (x)  None of the Allied Shareholders is a foreign
                    person within the meaning of Section 1445 of
                    the Code.

               (xi) To Sellers' knowledge, there are no matters
                    which give rise to a claim of any substantial
                    understatement of federal income Taxes within
                    the meaning of Section 6662 of the Code.

               (xii)All Taxes that are required by law to be
                    withheld or collected by each Company have
                    been duly withheld or collected and, to
                    the extent required, have been paid to the
                    proper Governmental Authority or properly
                    segregated or deposited as required by applicable
                    law.

               (xiii)No Company (A) has been a member of an
                     affiliated group filing a consolidated
                     federal income Tax Return, and (B) has any
                     liability for the Taxes of any other person
                     under Treas. Reg. Section 1.1502-6 (or any
                     similar provision of state, local, or foreign
                     law), as a transferee or successor, by
                     Contract or otherwise.

               (xiv)No Company has executed or entered into any
                    closing agreement pursuant to Section 7121 of
                    the Code, or any predecessor provision
                    thereof, or any similar provision of
                    state or local law.

               (xv) No Company has taken any action in
                    anticipation of the Closing not expressly
                    required by this Agreement, or not in
                    accordance with past practice, that would
                    have the effect of deferring any liability
                    for Taxes of any of the Companies to any
                    Taxable period (or portion thereof) ending
                    after the Closing Date.

               (xvi)No Company is or will be required to include
                    any amount in its gross income or exclude any
                    amount of its deductions in any Taxable
                    period ending after the Closing Date by
                    reason of a change in accounting method
                    in any Taxable period ending on or before
                    the Closing Date.

               (xvii)Except as may have been granted to the
                     Companies' attorneys or accountants (which
                     will be terminated at closing), no power
                     of attorney has been granted by any Company
                     with respect to any matter relating to Taxes
                     which is currently in force.

          For purposes of this Agreement, (i) the term "Tax"
     (including, with correlative meaning, the terms "Taxes" and
     "Taxable") means all federal, state, local, and foreign net
     income, gross income, profits, franchise, gross receipts,
     payroll, sales, employment, use, occupation, license, value
     added, property, ad valorem, withholding, excise, user,
     fuel, excess or windfall profits, alternative or add-on
     minimum, custom duties, gains, transfer, documentary, stamp,
     and other taxes, duties, fees, assessments or charges of any
     nature whatsoever, together with all interest, penalties,
     fines and additions to tax or additional amounts imposed
     with respect thereto, and (ii) the term "Tax Returns" means
     any return, report, statement, election, information return
     or other document (including schedules or any related or
     supporting information) filed or required to be filed with
     any Governmental Authority in connection with the
     determination, assessment or collection of any Tax or the
     administration of any laws, regulations or administrative
     requirements relating to any Tax.

          (w)  Product Warranties.  Except for (i) written
     product or service warranties made by the Companies on their
     sales order forms, packages and product catalogues, true,
     accurate and complete copies of which have been provided to
     Buyer, (ii) product warranties of manufacturers of the
     Products, and (iii) minor Product service or Product
     replacement work made by a Company at its sole discretion in
     the ordinary course of business in furtherance of
     maintaining customer satisfaction and the goodwill of such
     Company which are not material, individually or in the
     aggregate, no Company makes express product or service
     warranties or commitments in connection with the sale of
     Products or the performance of services related thereto,
     including installation of Products.  Except as otherwise
     disclosed in the Schedule entitled "Warranty Costs", no
     Company has received any notice of any claim that it is
     under any warranty liability or obligation with respect to
     the sale of Products or the performance of services related
     thereto, including installation of Products other than
     ordinary and normal warranty and service commitments
     consistent with past practice which are neither
     (a) material, individually or in the aggregate, or (b) of
     the type described on the Schedule entitled "Litigation"
     (such ordinary and normal commitments being referred to
     herein as "Ordinary Warranty Commitments").

          (x)  Insurance.  The Schedule entitled "Insurance"
     contains a list of all insurance policies (specifying the
     location, insured, insurer, amount of coverage, type of
     insurance and policy number) maintained and in effect by
     each Company.  All premiums with respect to such policies
     covering all periods up to and including the date of Closing
     which have come due have been paid, and no notice of
     cancellation or termination has been received with respect
     to any such policy.  Such policies (i) are, to Sellers'
     knowledge, sufficient for compliance with all requirements
     of law and of all agreements (including Lease Agreements) to
     which any Company is a party; (ii) are, to Sellers'
     knowledge, valid, outstanding and enforceable policies;
     (iii) to Sellers' knowledge, provide adequate insurance
     coverage for the assets and operations of the Companies; and
     (iv) will not, to Sellers' knowledge, in any way be affected
     by, or terminate or lapse by reason of, the transactions
     contemplated by this Agreement.  The Schedule entitled
     "Insurance" identifies all risks which the Companies or its
     officers have designated as being self insured.  Except for
     refusals or proposed coverage limitations occurring in the
     normal course of renewing insurance coverages from time to
     time, no Company has been refused any insurance with respect
     to its assets or operations, nor has its coverage been
     limited, by any insurance carrier to which it has applied
     for any such insurance or with which it has carried
     insurance during the last five years.

          (y)  Approvals.  The Schedule entitled "Assignments and
     Consents" attached hereto sets forth a list of all Consents,
     which must be obtained or satisfied pursuant to the terms of
     the related Contract, Lease Agreement or Permit.  All
     Required Consents have been, or shall by the Closing have
     been, obtained.

          (z)  Absence of Certain Commercial Practices.  No
     Company nor, to Sellers' knowledge, any officer, director,
     employee or agent of any Company (or any Person acting on
     behalf of any of the foregoing) has given or agreed to give
     (i) any gift or similar benefit of more than nominal value
     to any Customer, supplier, Governmental Authority (including
     any governmental employee or official) or any other Person
     who is or may be in a position to help, hinder or assist any
     Company, the Business or the Person giving such gift or
     benefit in connection with any actual or proposed
     transaction relating to the Business, which gifts or similar
     benefits would individually or in the aggregate subject any
     Company or any officer, director, employee or agent of any
     Company to any fine, penalty, cost or expense or to any
     criminal sanctions, (ii) receipts from or payments to any
     governmental officials or employees, (iii) commercial bribes
     or kick-backs, (iv) political contributions, or (v) any
     receipts or disbursements in connection with any unlawful
     boycott.  No such gift or benefit is required in connection
     with the operation of the Business to avoid any fine,
     penalty, cost, expense or Material Adverse Effect upon the
     Companies, taken as a whole.

          (aa) Bank Accounts.  The Schedule entitled "Bank
     Accounts" attached hereto sets forth the names and locations
     of all banks, trust companies, savings and loan associations
     and other financial institutions at which any Company
     maintains any safe deposit boxes or accounts (specifying the
     identifying numbers), and the names of all persons
     authorized to draw thereon, make withdrawals therefrom or
     have access thereto.

          (bb) Books and Records.  The books and records of the
     Companies maintained in connection with the Business
     (including, without limitation, (i) books and records
     relating to the purchase of materials and supplies,
     manufacture or processing of products, sales of products,
     dealings with customers, invoices, customer lists,
     inventories, supplier lists, personnel records and taxes,
     (ii) the stock books, stock ledgers and minute books of the
     Companies, and (iii) computer software and data in computer
     readable and human readable form used to maintain such books
     and records together with the media on which such software
     and data are stored and all documentation relating thereto)
     accurately record all transactions relating to the Business
     in all material respects, and have been maintained
     consistent with good business practice.

          (cc) Warranty Costs.  Set forth on the Schedule
     entitled "Warranty Costs" is a description of all
     litigation, actions, suits, investigations, claims and
     proceedings asserted, brought or threatened against the
     Companies within the last three (3) years preceding the date
     of this Agreement, together with a description of the
     outcome or present status thereof, relating to any claim for
     warranty costs involving amounts in excess of $10,000,
     individually or in the aggregate.  As used herein, "warranty
     costs" means the costs and expenses of servicing, repairing,
     returning and/or replacing, or allowances for service,
     repair, return or replacement, of defective or allegedly
     defective or improperly selected or shipped Products or the
     performance of services related thereto, including
     installation of Products or parts or components thereof
     manufactured, installed or sold by the Companies and the
     costs of materials and expenses of replacing materials or
     correcting any jobs or materials inadequately performed or
     manufactured by the Companies, together with such legal
     liability, if any, as may exist in connection with sales of
     Products or the performance of services related thereto,
     including installation of Products, whether such costs and
     expenses relate to or arise out of claims or causes of
     action which assert causes sounding in tort, contract or
     warranty, or any combination of the foregoing.

          (dd) Penalties and Renegotiation of Contracts.  Except
     as otherwise specifically disclosed on the Schedule entitled
     "Contracts", no Company has any liabilities or obligations
     under any contracts providing for (i) penalties in the event
     of misfeasance by it in the performance of its duties
     thereunder, or (ii) the renegotiation or redetermination of
     profits or prices, nor will any Company's costs which are
     incurred or accruable prior to the Closing under contracts
     or under subcontracts between the a Company and any other
     Person, firm or corporation be subject to disallowance.

          (ee) Pricing Practices.  The prices to be received or
     paid by the Companies under all outstanding contracts,
     agreements, commitments and undertakings with its customers
     and suppliers and others in connection with the Business
     have been determined in accordance with the Companies'
     established past pricing policies, and there are no
     outstanding contracts, agreements, commitments or
     undertakings relating to the Business that individually or
     in the aggregate are expected to result in any material loss
     to any Company or the Business.

          (ff) Copies of Documents.  The Companies have delivered
     to Buyer true, correct and complete copies of all contracts,
     agreements and other documents listed in the Schedules to,
     or referenced in, this Agreement, and all modifications and
     amendments thereto.

          (gg) [Intentionally omitted]

          (hh) Insider Interests; Advances.  Except as set forth
     in the Schedule entitled "Insider Interests", no
     shareholder, officer, director or employee of any Seller or
     any Company has any material interest in any property, real
     or personal, tangible or intangible, including without
     limitation, inventions, patents, trademarks or trade names,
     used in or pertaining to the Business or Seller.  Except for
     travel advances, and advances on accrued salary or bonuses
     due or to become due in the ordinary and normal course of
     business, which salary advances and bonuses are specifically
     described in the Schedule entitled "Employees", there are no
     receivables of any of the Companies owed by any director,
     officer or employee of any of the Companies or the Allied
     Shareholders or owing by any corporations, partnerships,
     firms or organizations in which directors, officers or
     employees of any of the Companies or the Allied Shareholders
     have any interest.

          (ii) Year 2000 Compliance.  (i) As to Systems used in
     operating the Business:

          (A)  The Companies have conducted, and provided Buyer
               with a description of, an inventory and assessment
               of all of the Companies' software, computers,
               network equipment, technical infrastructure,
               production equipment and other equipment and
               systems that are material to the operation of the
               Business and that rely or utilize date or time
               processing (collectively, "Systems");
          (B)  To Sellers' knowledge, all of such Systems are
               "Year 2000 Compliant," as defined below;

          (C)  Schedule 5.1(ii) attached hereto sets forth the
               nature and scope of the Companies' Year 2000
               compliance strategy and program; and
   
          (D)  The Companies have complied with all applicable
               Laws relating to Year 2000 Compliance, except in
               the case where failure to comply would not,
               individually or in the aggregate, have a Material
               Adverse Effect upon the Companies, taken as a
               whole.

               (ii) "Year 2000 Compliant" means a System will at
               all times:

          (A)  Consistently and accurately handle and process
               date and time information and data with values
               before, during and after January 1, 2000,
               including but not limited to accepting date input,
               providing date output, and performing calculations
               on or utilizing dates or portions of dates;

          (B)  Function accurately and in accordance with its
               specifications without interruption, abnormal
               endings, degradation, change in operation or other
               impact, or disruption of other systems, resulting
               from processing data or time data with values,
               before, during and after January 1, 2000;

          (C)  Respond to and process two-digit date input in a
               way that resolves any ambiguity as to century; and

          (D)  Store and provide output of date information in
               ways that are unambiguous as to century.

          (jj) Disclosure.  No representation or warranty made by
     any Company or Seller contained in this Agreement, on any
     Schedules or in any other agreement or certificate executed
     by any Company or a Seller pursuant to Article IV contains
     an untrue statement of a material fact or omits to state a
     material fact necessary to make the statements and facts
     contained herein or therein, in light of the circumstances
     in which they were or are made, not false or misleading.

          5.2  Representations and Warranties of the Allied
Shareholders.  Each Allied Shareholder hereby jointly and
severally represents and warrants to Buyer that:

          (a)  Shareholders; Title to Shares.  Such Allied
     Shareholder is the sole holder of record and beneficial
     owner of such number of Shares as is set forth on Schedule
     1.3.  Good, valid and marketable title to such Allied Shares
     is held by such Allied Shareholder, free and clear of all
     Claims.  The certificates and other documents representing
     such Allied Shareholder's Shares to be delivered to Buyer at
     the Closing, and the signatures and endorsements thereof or
     stock powers or powers of attorney delivered therewith, are
     valid and genuine.

          (b)  Capacity of Shareholders; Consents; Execution of
     Agreement; Good Title to Buyer.  Such Allied Shareholder has
     all requisite power, authority and capacity to enter into
     and perform this Agreement and all other agreements and
     instruments to be entered into by such Shareholder in
     connection herewith, and to perform the obligations required
     to be performed by such Shareholder hereunder and
     thereunder.  All Consents from any Governmental Authorities
     and other persons and entities, required to be obtained by
     such Shareholder so as to sell such Shareholder's Allied
     Shares to Buyer pursuant to the terms and conditions of this
     Agreement, or which are necessary for the consummation by
     such Shareholder of the transactions contemplated by this
     Agreement, have been, or by the Closing shall have been,
     obtained.  This Agreement and all other agreements and
     instruments entered into or to be entered into by such
     Shareholder in connection herewith have been, or upon
     execution and delivery will be, duly authorized, executed
     and delivered by, and constitute, or upon execution and
     delivery will constitute, the valid and legally binding
     obligations of such Shareholder, enforceable against such
     Shareholder in accordance with their respective terms. Upon
     delivery by such Shareholder of such Shareholder's Allied
     Shares to Buyer as herein contemplated, Buyer shall acquire
     legal and beneficial ownership of, and shall have good title
     to, (i) such Shareholder's Allied Shares, and (ii) all of
     the issued and outstanding shares of capital stock of
     Allied, free and clear of all Claims.

          (c)  Other Businesses.  Except as disclosed on the
     Schedule entitled "Affiliate Companies", such Allied
     Shareholder has no direct or indirect interest in any
     corporation or business which competes with or conducts any
     business similar to any business conducted by the Companies.

          5.3  Representations and Warranties of HON.  HON (and
as used in this Section 5.3, neither HON nor Buyer shall be
deemed to include any Company or Seller or AFC or H&H, or any of
their respective  assets, operations, properties, rights  or
interests) represents and warrants to Sellers that:

          (a)  Organization and Standing; Power and Authority.
     HON is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Iowa, and has
     full corporate power and authority to operate its business,
     to own or lease its assets and to enter into and perform
     this Agreement and the transactions and other agreements and
     instruments contemplated by this Agreement.  HON is duly
     qualified or licensed to do business as a foreign
     corporation and is in good standing in each jurisdiction in
     which the ownership or lease of its assets or the operation
     of its business requires such qualification, except where
     the failure to be so qualified or licensed would not have a
     Material Adverse Effect on HON.  This Agreement and all
     other Transaction Documents to be executed and delivered by
     HON in connection herewith have been, or upon execution
     thereof will be, duly executed and delivered by HON.  This
     Agreement and the transactions and other agreements and
     instruments contemplated hereby have been duly approved by
     the Board of Directors of HON, in accordance with applicable
     law, and constitute the valid and binding obligations of
     HON, enforceable in accordance with their respective terms.

          (b)  Conflicts; Defaults.  Neither the execution and
     delivery of this Agreement and the other agreements and
     instruments executed or to be executed in connection
     herewith by HON, nor the performance by HON of the
     transactions contemplated hereby or thereby, will
     (i) violate, conflict with, or constitute a default under,
     any of the terms of HON's charter or By-Laws, or any
     provisions of, or result in the acceleration of any
     obligation under, any material contract, license, security
     agreement, mortgage, note, deed, lease, agreement or
     instrument, or any order, judgment or decree by which HON or
     any of its assets are bound, or (ii) violate any Law.

          (c)  Brokers, Finders and Agents.  HON is not directly
     or indirectly obligated to anyone acting as a broker, finder
     or in any other similar capacity in connection with this
     Agreement or the transactions contemplated hereby, except
     Robert W. Baird & Co. Incorporated.

          (d)  Consents.  Schedule 5.3(d) sets forth a list of
     all consents, novations and waivers prescribed by Law or any
     contract, agreement, commitment or undertaking and which
     must be obtained or satisfied by HON in order for HON to
     consummate the transactions contemplated by this Agreement
     or the other agreements to be executed and delivered in
     connection herewith.  All such consents prescribed by any
     Law or any contract, agreement, commitment or undertaking,
     and which must be obtained or satisfied by HON for the
     consummation of the transactions contemplated by this
     Agreement, or for the continued performance by it of its
     rights and obligations thereunder, have been, or shall by
     the Closing have been, made, obtained and satisfied.

          5.4  Representations and Warranties Relating to Buyer.
Buyer and HON (and as used in this Section 5.3, neither HON nor
Buyer shall be deemed to include any Company or Seller or AFC or
H&H, or any of their respective  assets, operations, properties,
rights  or interests) hereby jointly and severally represent and
warrant to Sellers that:

          (a)  Organization and Standing; Power and Authority.
     Buyer is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Iowa, and
     has full corporate power and authority to operate its
     business, to own or lease its assets and to enter into and
     perform this Agreement and the transactions and other
     agreements and instruments contemplated by this Agreement.
     Buyer is duly qualified or licensed to do business as a
     foreign corporation and is in good standing in each
     jurisdiction in which the ownership or lease of its assets
     or the operation of its business requires such
     qualification, except where the failure to be so qualified
     or licensed would not have a Material Adverse Effect on
     Buyer.  This Agreement and all other Transaction Documents
     to be executed and delivered by Buyer in connection herewith
     have been, or upon execution thereof will be, duly executed
     and delivered by Buyer.  This Agreement and the transactions
     and other agreements and instruments contemplated hereby
     have been duly approved by the Board of Directors of Buyer,
     in accordance with applicable law, and constitute the valid
     and binding obligations of Buyer, enforceable in accordance
     with their respective terms.

          (b)  Capitalization.  The authorized capital stock of
     Buyer on the date hereof consists of 100,000 shares of
     common stock, $1.00 par value per share, of which
     5,000 shares are issued and outstanding.  The authorized
     capital stock of Buyer at the time of Closing shall be as
     set forth on Schedule 5.4(b)(i).  All of the issued and
     outstanding shares of Buyer are owned by HON.  All issued
     shares have been validly issued and are fully paid and
     nonassessable.  There are no outstanding obligations,
     options, warrants, preemptive rights or other agreements or
     commitments (whether oral or written) to which Buyer is a
     party, or by which Buyer is otherwise bound, providing for
     the issuance of any additional shares of capital stock of
     Buyer, the repurchase of shares of capital stock of Buyer or
     otherwise relating to capital stock of Buyer other than as
     set forth on Schedule 5.4(b)(ii) pursuant to the 7%
     Convertible Debentures due October 1, 1999, as amended, and
     the Securityholders' Agreement dated as of October 2, 1996,
     as amended, among HON, Buyer, D&K Family Limited
     Partnership, LLP and the other parties listed on the
     signature page thereto.

          (c)  Articles and By-Laws.  The copy of the Articles of
     Incorporation of Buyer, certified by the Secretary of State
     of the State of Iowa, and the By-Laws of Buyer, furnished to
     Sellers are true, correct and complete.

          (d)  Conflicts; Defaults.  Neither the execution and
     delivery of this Agreement and the other agreements and
     instruments executed or to be executed in connection
     herewith by Buyer, nor the performance by Buyer of the
     transactions contemplated hereby or thereby, will
     (i) violate, conflict with, or constitute a default under,
     any of the terms of Buyer's charter or By-Laws, or any
     provisions of, or result in the acceleration of any
     obligation under, any material contract, license, security
     agreement, mortgage, note, deed, lease, agreement or
     instrument, or any order, judgment or decree by which Buyer
     or any of its assets are bound, or (ii) violate any Law.

          (e)  Compliance with Other Instruments, etc.  Buyer is
     not in violation of any terms of (i) its charter or By-laws,
     (ii) any agreement or instrument related to indebtedness for
     borrowed money or any other agreement to which it is a party
     or by which it is bound, (iii) any applicable Law or (iv)
     any applicable order, judgment or decree of any court,
     arbitrator or Governmental Authority, the consequences of
     which violation, whether individually or in the aggregate,
     have or would be reasonably expected (so far as can be
     foreseen at the time) to (x) have a Material Adverse Effect
     on Buyer, or (y) have the effect of preventing or materially
     delaying the performance by Buyer of its obligations under
     this Agreement.

          (f)  Financial Statements.  Buyer has heretofore
     delivered to Sellers (i) the unaudited Balance Sheet of
     Buyer as of November 27, 1999, (ii) the unaudited Balance
     Sheets of Buyer as of December 31, 1998, December 31, 1997,
     December 31, 1996 and the eleven (11) months ended
     November 27, 1999, (iii) the unaudited Statements of Income
     of Buyer for the fiscal years ended December 31, 1998,
     December 31, 1997 and December 31, 1996, and for the
     eleven (11) months ended November 27, 1999 and (iv) the
     Statement of Cash Flows of Buyer for the eleven (11) months
     ended November 27, 1999 (collectively, the "Buyer Financial
     Statements").  Each of the Buyer Financial Statements was
     prepared from the books and records kept by Buyer, and
     fairly presents the financial position of Buyer as of such
     dates, and the results of operations of Buyer for the
     periods then ended in accordance with the internal
     accounting practices and policies of Buyer consistently
     applied, except that the Buyer Financial Statements do not
     contain normal year-end adjustments required by GAAP and the
     Buyer Financial Statements omit footnote disclosures
     required by GAAP.

          (g)  Litigation.  There are no actions, suits,
     investigations or proceedings pending or, to the knowledge
     of Buyer, threatened against Buyer in any court or before
     any arbitrator of any kind or before or by any Governmental
     Authority, except actions, suits, investigations or
     proceedings which, in the aggregate, do not have and would
     not be reasonably expected (so far as can be foreseen at the
     time) to (a) have a Material Adverse Effect on Buyer or
     (b) have the effect of preventing or materially delaying the
     performance by Buyer of its obligations under this
     Agreement.

          (h)  Absence of Certain Changes or Events.  During the
     period since November 27, 1999, the business of Buyer has
     been conducted only in the ordinary course, consistent with
     past practice, and Buyer has not entered into any material
     transaction other than in the ordinary course, consistent
     with past practice, and there has not been (i) any change
     (other than changes affecting generally the fireplace,
     hearth products and building products industries as a whole,
     including but not limited to, changes in or affecting
     interest rates, housing markets, applicable Laws or
     comparable events) in the business, financial condition,
     results of operations, properties, assets or liabilities of
     Buyer that, individually or in the aggregate, has or would
     reasonably be expected to have (so far as can be foreseen at
     the time) a Material Adverse Effect on Buyer, (ii) any
     damage, destruction or loss (whether or not covered by
     insurance) with respect to any property or asset of Buyer
     which, individually or in the aggregate, has or would
     reasonably be expected (so far as can be foreseen at the
     time) to have a Material Adverse Effect on Buyer, or (iii)
     any declaration, setting aside or payment of any dividend or
     distribution in respect of any capital stock of Buyer, other
     than intercompany advances between HON and Buyer.

          (i)  Brokers, Finders and Agents.  Buyer is not
     directly or indirectly obligated to anyone acting as a
     broker, finder or in any other similar capacity in
     connection with this Agreement or the transactions
     contemplated hereby, except Robert W. Baird & Co.
     Incorporated.

          (j)  Consents.  Schedule 5.3(d) sets forth a list of
     all consents, novations and waivers prescribed by Law or any
     contract, agreement, commitment or undertaking and which
     must be obtained or satisfied by Buyer in order for Buyer to
     consummate the transactions contemplated by this Agreement
     or the other agreements to be executed and delivered in
     connection herewith.  All such consents prescribed by any
     Law or any contract, agreement, commitment or undertaking,
     and which must be obtained or satisfied by Buyer for the
     consummation of the transactions contemplated by this
     Agreement, or for the continued performance by it of its
     rights and obligations thereunder, have been, or shall by
     the Closing have been, made, obtained and satisfied.

          (k)  Ability to Pay Cash Amount.  On the Closing Date,
     Buyer will have sufficient cash to pay the Cash Amount in
     immediately available funds.

          5.5  General.  The representations and warranties of
the parties hereto made in this Agreement, subject to the
exceptions thereto, shall not be affected by any information
furnished to, or any investigation conducted by, any of them or
their representatives in connection with the subject matter of
this Agreement.  The representations and warranties made in this
Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Closing for the respective periods
set forth in Section 11.5.

               ARTICLE VI  CONDITIONS TO CLOSING

          6.1  Conditions to Buyer's Obligations.  The obligation
of Buyer to consummate the transactions provided for by this
Agreement is subject to the satisfaction, on or prior to the
Closing Date, of each of the following conditions, any of which
may be waived by Buyer except for the conditions set forth in
subsection (d) (as to Consents of Governmental Authorities) of
this Section 6.1:

          (a)  Representations and Warranties.  Each of the
     representations and warranties of Sellers made in
     Sections 5.1 and 5.2 of this Agreement shall be true and
     correct in all material respects both on the date hereof and
     as of the Closing Date as though made at such time except
     (excluding the representations and warranties set forth in
     Section 5.1(h)) where the failure to be so true and correct
     (without giving effect to any limitations as to
     "materiality," "substantial," "Material Adverse Effect," or
     "material adverse change" set forth therein) (i) does not
     have, and would not reasonably be expected to have, a
     Material Adverse Effect on the Companies, taken as a whole,
     or a material adverse impact on the ability of Sellers to
     perform their obligations hereunder (other than as a result
     of any matter set forth in the proviso to Section 6.1(c)),
     and (ii) relates to a Retained Liability against which
     Sellers have agreed to indemnify Buyers hereunder.

          (b)  Covenants.  Sellers shall have performed and
     complied with all covenants and agreements required to be
     performed or complied with by each of them at or prior to
     the Closing Date.

          (c)  Material Adverse Change.  Since the date hereof,
     there shall have occurred no material adverse change, or
     condition or occurrence of any event which would reasonably
     be expected to result in any such change, in the condition
     (financial or otherwise), business, assets, properties or
     operations of the Companies, taken as a whole, or the
     Business; provided, however, that if and so long as Sellers
     have performed their obligations under this Agreement, the
     following shall not be deemed to be any such change:
     (i) the inability of Buyer to reach an agreement with any of
     the Companies' employees (other than the Key Employees)
     regarding their employment by Buyer after the Closing or the
     resignation of any of the Companies' employees (other than
     the Key Employees) prior to the Closing, (ii) any actual or
     projected decrease in dollar sales to any of its customers
     or any change in the Companies' relations with any of their
     suppliers, including without limitation, such changes
     resulting from or related to the transactions contemplated
     under this Agreement, or (iii) changes affecting generally
     the fireplace, hearth products and building products
     industries as a whole, including, but not limited to,
     changes in or affecting interest rates, housing markets,
     applicable laws or comparable events.

          (d)  Consents.  All Consents of Governmental
     Authorities and Required Consents of third parties described
     in Sections 1.4, 5.1(y) and 9.6 and necessary to consummate
     the transactions contemplated hereunder shall have been
     obtained and satisfied and the applicable waiting period
     under the H-S-R Act shall have expired or been terminated.
          
          (e)  No Proceeding or Litigation.  No litigation,
     action, suit, investigation, claim or proceeding challenging
     the legality of, or seeking to restrain, prohibit or
     materially modify, the transactions provided for in this
     Agreement shall have been instituted and not settled or
     otherwise terminated, except for any such litigation,
     action, suit, claim or proceeding claiming breach of the
     agreements described in paragraph III.7 of the Schedule to
     the Purchase Agreement of even date herewith among Buyer,
     HON, AFC and H&H (the "AFC Purchase Agreement") entitled
     "Contracts" or the paragraph entitled "CFM Majestic" on the
     Schedule to the AFC Purchase Agreement entitled
     "Non-Assigned Contracts" as a result of the transactions
     contemplated hereby, other than any action, litigation,
     suit, claim or proceeding arising as a result of any other
     breach by AFC or H&H of any such agreements.

          (f)  Legal Matters.  The form and substance of all
     legal papers, instruments and documents delivered under
     Sections 4.2 or 4.3 (and not attached in form hereto) shall,
     in the reasonable judgment of Buyer, be satisfactory to
     Buyer, and if requested by Buyer, to Jones, Day, Reavis & Pogue, Buyer's counsel, in its reasonable judgment.

          (g)  Certificate of Seller.  At the Closing, Sellers
     shall have delivered to Buyer a Certificate signed by each
     Company's President, and attested to by its Secretary or an
     Assistant Secretary, and dated the Closing Date, to the
     effect that to the best of the knowledge and belief of such
     officers the conditions specified in Sections 6.1(a), (b),
     (c) and (d) have been fulfilled.

          (h)  Certificate; Documents.  Sellers and the other
     Persons shall have delivered the certificates, opinion of
     counsel and other documents required by Sections 4.2, 4.3,
     4.5 and 4.6.

          (i)  Tax Certificates.  Sellers shall have delivered to
     Buyer such forms and certificates as may be necessary to
     exclude or reduce payment of state sales taxes otherwise
     incurred as a result of Buyer's acquisition of the Acquired
     Assets and the Allied Shares.

          (j)  Lender Consents.  HON shall have received duly
     executed consents from the holders of its industrial revenue
     bonds, in form and substance reasonably satisfactory to HON.

          (k)  Other Closing.  The closing of the transactions
     contemplated by the AFC Purchase Agreement shall have been
     consummated.

          6.2  Conditions to Sellers' Obligations.  The
obligations of Sellers to consummate the transactions provided
for by this Agreement are subject to the satisfaction, on or
prior to the Closing Date, of each of the following conditions,
any of which may be waived by Sellers except for the conditions
set forth in subsection (c) of this Section 6.2:
          
          (a)  Representations and Warranties.  Each of the
     representations and warranties of Buyer and HON made in
     Sections 5.3 and 5.4 of this Agreement shall be true and
     correct in all material respects both on the date hereof and
     as of the Closing Date as though made at such time except
     (excluding the representations and warranties set forth in
     Section 5.4(f)) where the failure to be so true and correct
     (without giving effect to any limitations as to
     "materiality," "substantial," "Material Adverse Effect," or
     "material adverse change" set forth therein) does not have,
     and would not reasonably be expected to have, individually
     or in the aggregate, a Material Adverse Effect on HON and
     Buyer, taken as a whole, or a material adverse impact on the
     ability of HON and Buyer to perform their obligations
     hereunder.

          (b)  Covenants.  Buyer shall have performed and
     complied with all covenants and agreements required to be
     performed or complied with by it at or prior to the Closing
     Date.

          (c)  Material Adverse Change.  Since the date hereof,
     there shall have occurred no material adverse change, or
     condition or occurrence of any event which would reasonably
     be expected to result in any such change, in the condition
     (financial or otherwise), business, assets, properties or
     operations of Buyer; provided, however, that changes
     affecting generally the fireplace, hearth products and
     building products industries as a whole, including, but not
     limited to, changes in or affecting interest rates, housing
     markets, applicable laws or comparable events shall not be
     deemed to be any such change.

          (d)  Consents.  All Consents of Governmental
     Authorities, including those described in Sections 5.3(d),
     5.4(j) and 9.6, necessary to consummate the transactions
     contemplated hereunder shall have been obtained and the
     applicable waiting period under the H-S-R Act shall have
     expired or been terminated.

          (e)  No Proceeding or Litigation.  No litigation,
     action, suit, investigation, claim or proceeding challenging
     the legality of, or seeking to restrain, prohibit or
     materially modify, the transactions provided for in this
     Agreement shall have been instituted and not settled or
     otherwise terminated.

          (f)  Legal Matters.  The form and substance of all
     legal papers, instruments and documents delivered under
     Section 4.4 (and not attached in form hereto) shall, in the
     reasonable judgment of Sellers, be satisfactory to Sellers,
     and if requested by Sellers, to Sellers' Counsel, in its
     reasonable judgment.

          (g)  Certificates of Buyer and HON.  At the Closing,
     Buyer and HON shall have delivered to Sellers a Certificate
     signed by the respective Presidents or Vice Presidents of
     Buyer and HON, and attested to by the respective Secretaries
     or Assistant Secretaries of Buyer and HON, and dated the
     Closing Date, to the effect that to the best of the
     knowledge of such officers the conditions specified in
     Section 6.2(a), (b) and (c) have been fulfilled.

          (h)  Certificates; Documents.  Buyer shall have
     delivered the certificates and other documents required by
     Sections 4.4 and 4.5.

          (i)  Other Closing.  The closing of the transactions
     contemplated by the AFC Purchase Agreement shall have been
     consummated.

                ARTICLE VII  COVENANTS OF SELLER

          7.1  Conduct of Business.  During the period from the
date hereof through the Closing Date, Sellers shall conduct the
Business and operate the Assets in the ordinary and normal course
and consistent with past practice (including, without limitation,
using their best efforts to preserve beneficial relationships
between the Companies and their distributors, agents, lessors,
suppliers and customers, as reasonably directed by Buyer) and
continue normal maintenance, marketing, advertising,
distributional and promotional expenditures in connection with
the Business.  No Company shall engage in any transactions,
including transactions relating to the purchase or sale of goods,
raw materials, inventories or other operating or production
items, intracorporate or otherwise, with any of its Affiliates
from the date hereof until the Closing other than
(i) transactions approved by Buyer in writing, (ii) transactions
in the ordinary and normal course consistent with past practice
pursuant to the leases disclosed on the Schedule entitled "Real
Estate and Leases", or (iii) transactions on terms no more
favorable to the Companies or their Affiliates than would have
been obtainable in arm's-length dealing.  Without limiting the
generality of the foregoing and except as otherwise expressly
provided in this Agreement, during the period from the date
hereof through the Closing Date, no Company shall:

          (a)  Obligations for Borrowed Money.  (i) create, incur
     or assume any debt (including obligations in respect of
     capital leases) or any debt for money borrowed (whether
     long- or short-term), other than trade payables incurred in
     the ordinary course of business consistent with past
     practice and amounts constituting Retained Liabilities drawn
     on existing lines of credit or similar extensions of credit,
     (ii) assume, guarantee, endorse or otherwise become liable
     or responsible (whether directly, contingently or otherwise)
     for the obligation of any other Person, or (iii) make any
     loans, advances or capital contributions to any other Person
     other than advances of expenses to employees in the ordinary
     and normal course consistent with past practices;

          (b)  Employee Matters.  (i) Increase in any manner the
     rate of compensation of any of its officers or other
     employees other than the increases for the persons and in
     the amounts described on Schedule 7.1, (ii) make or agree to
     make any payment pursuant to any Company Plan, including,
     without limitation, any payment of any pension, retirement
     allowance, severance or other employee benefit, except as
     expressly required by any existing Company Plan disclosed on
     the Schedules to this Agreement, to any such officers or
     employees, whether past or present; (iii) enter into or
     modify any collective bargaining agreement; or (iv) commit
     itself to any additional Company Plan, or employment or
     consulting agreement with a Person, or to amend any of such
     Plans or agreements, except as required by Law;

          (c)  Sale of Assets.  Sell, transfer, license or
     otherwise dispose of or agree to sell, transfer, license or
     otherwise dispose of any Assets, except Inventory in the
     ordinary and normal course of business consistent with past
     practice;

          (d)  Commitments.  Enter into any other agreements,
     commitments, contracts or undertakings, except agreements,
     commitments, contracts or undertakings made in the ordinary
     and normal course of business consistent with past practice
     and the representations and warranties of Sellers contained
     in this Agreement;

          (e)  Leased Facilities.  Terminate, modify or amend the
     Lease Agreements;

          (f)  Encumbrances.  Encumber or grant or create a Lien
     on any of the Assets other than Liens on after-acquired
     assets arising as a result of security agreements disclosed
     on the Schedule entitled "Contracts";

          (g)  Insurance.  Cause any of the policies of insurance
     referred to in Section 5.1(x) to terminate, lapse or be
     canceled, unless equivalent replacement policies, without
     lapse of coverage, shall be put in place;

          (h)  Litigation.  Enter into any compromise or
     settlement of any litigation, action, suit, claim,
     proceeding or investigation, except settlements made in the
     ordinary and normal course of business or by insurers,
     involving amounts not in excess of $20,000;

          (i)  Representations and Warranties.  Take any action
     the taking of which, or omit to take any action the omission
     of which, would cause any of the representations and
     warranties contained in Sections 5.1(f), (g), (s), (u) or
     (z) to fail to be true and correct as of the Closing as
     though made at and as of the Closing; or

          (j)  Commitments.  Agree or commit to do any of the
     foregoing.

          7.2  Disclosure Supplements.

          (a)  From time to time prior to the Closing, Sellers
     shall promptly supplement or amend the Schedules to this
     Agreement with respect to any matter (i) which may arise
     hereafter and which, if existing or occurring at or prior to
     the date hereof, would have been required to be set forth or
     described in the Schedules to this Agreement, or (ii) which
     makes it necessary to correct any information in the
     Schedules to this Agreement or in any representation and
     warranty of any Seller which has been rendered inaccurate
     thereby.  No supplement or amendment to the Schedules to
     this Agreement or any delivery of Schedules after the date
     hereof, unless expressly consented in writing by Buyer,
     shall be deemed to cure any breach of any representation or
     warranty made in this Agreement, or modify, affect or
     diminish Buyer's right to terminate this Agreement pursuant
     to Section 10.1(c).

          (b)  During the period from the date hereof to the
     Closing, Sellers shall promptly (i) furnish or make
     available to Buyer copies of all operating reports and
     monthly, quarterly and year-end financial statements of each
     Company as soon as they become available, all certified by
     such Company's chief financial officer that such financial
     statements fairly present the financial position and results
     of operations of such Company for the periods covered by
     such statements and for year-end financial statements in
     accordance with GAAP consistently applied, and (ii) notify
     Buyer of (A) any material change in the condition (financial
     or otherwise), business, assets, properties, operations or
     prospects of any Company or the Business, and (B) the
     institution or settlement of any litigation, action, suit,
     investigation, claim or proceeding and of any material
     developments therein.

          7.3  Closing.  Sellers shall use their best efforts to
cause the conditions set forth in Section 6.1 to be satisfied by
the Closing Date.

          7.4  Confidentiality.  Sellers shall, and shall cause
their Affiliates, officers, employees, representatives,
consultants and advisors to, hold in confidence and not use all
confidential information which remains after Closing in the
possession of Sellers or such  Affiliates or other persons,
including information concerning the Business and the Assets.
Sellers shall not release or disclose any such information to any
Person other than Buyer and its authorized representatives.
Notwithstanding the foregoing, the confidentiality obligations of
this Section shall not apply to information:

          (a)  which a Seller is compelled to disclose by
     judicial or administrative process, or, in the opinion of
     counsel, by other mandatory requirements of Law;

          (b)  which can be shown to have been generally
     available to the public other than as a result of a breach
     of this Section; or

          (c)  which can be shown to have been provided to a
     Seller by a third party who obtained such information other
     than from a Seller or any Company or other than as a result
     of a breach of this Section.

          7.5  Maintenance of Insurance.  Each Seller will
(a) maintain all policies of insurance in effect on the date
hereof through and until the Closing; and (b) after the Closing
use its best efforts to maintain any policies of insurance which
cover liabilities associated with the operation of the Business
prior to the Closing; provided, that after the Closing Sellers
shall not be required to pay any additional premiums in respect
of such policies or maintain in effect any insurance coverage.

          7.6  Inventories.  Prior to the Closing, Sellers will
maintain levels of all Inventories, including materials and
supplies, at levels consistent with current practice in the
ordinary and normal course of business.

          7.7  Maintenance of, and Access to, Records.  After the
Closing Date, each Seller shall provide Buyer with access (with
an opportunity to make copies), during normal business hours, and
upon reasonable notice, to any records relating to the Business
which are retained by it.  Each Seller shall preserve and
maintain any books and records relating to the Business and
retained by such Seller for at least five years after the Closing
Date.

          7.8  Non-Competition.

          (a)  Period and Conduct.  As further consideration for
     the purchase and sale of the Acquired Assets and the Allied
     Shares and the transactions contemplated by this Agreement,
     during the period commencing on the Closing Date, and ending
     on the date which is five years thereafter, no Seller shall:

               (i)  compete with Buyer in the manufacture,
          production, design, engineering, importation, purchase,
          marketing, sale, distribution, installation, research
          or development of any Products;

               (ii) solicit, or accept orders or business of any
          kind relating to the manufacture, production, design,
          engineering, importation, purchase, marketing, sale,
          distribution, installation, research or development of
          any Products from any customer or active prospect of
          Buyer or Allied, or any former customer of any Company;

               (iii)     solicit any employee of Buyer or Allied
          or former employee of any Company to terminate his or
          her employment with Buyer or Allied; or

               (iv) use, or incorporate or otherwise create any
          business organization utilizing any name which uses any
          words contained in any Company's corporate name or name
          under which any Company conducted business prior to the
          Closing ("Corporate Names") or which are confusingly
          similar to such words.

          (b)  Territory.  Each Seller shall refrain from
     engaging in the activities described in this Section 7.8
     during the period specified in Section 7.8(a) hereof in any
     of the United States of America, Puerto Rico, the Virgin
     Islands, Canada and Mexico.

          (c)  Definition.   Sellers shall be deemed to be
     competing with Buyer if any of them or any of their
     respective Affiliates is engaged or participates in any
     activity or activities described in subsection (a) of this
     Section 7.8, directly or indirectly, whether for its own
     account or for that of any other Person, firm or
     corporation, and whether as a shareholder, partner or
     investor controlling any such entity or as principal, agent,
     representative, proprietor, or partner, or in any other
     capacity; provided, however, that the Allied Shareholders
     may continue to operate in Wisconsin, Minnesota and the
     Upper Peninsula of Michigan the pool, spa, barbeque, patio
     furniture and related patio businesses, but no other
     Business, currently carried on in Madison, Wisconsin, by
     Benson.

          (d)  Remedies.  Inasmuch as a breach, or failure to
     comply with, Section 7.8 of this Agreement will cause
     serious and substantial damage to Buyer, if any Seller or
     any of its respective Affiliates should in any way breach,
     or fail to comply with, the terms of this Section 7.8, Buyer
     shall be entitled to an injunction restraining such Seller
     and such Affiliates from any such breach or failure.  All
     remedies expressly provided for herein are cumulative of any
     and all other remedies now existing at law or in equity.
     Buyer shall, in addition to the remedies herein provided, be
     entitled to avail itself of all such other remedies as may
     now or hereafter exist at law or in equity for compensation,
     and for the specific enforcement of the covenants contained
     herein.  Resort to any remedy provided for hereunder or
     provided for by law shall not preclude or bar the concurrent
     or subsequent employment of any other appropriate remedy or
     remedies, or preclude the recovery by Buyer or monetary
     damages and compensation.

          (e)  Subsidiaries, Divisions and Affiliates.  For the
     purpose of this Section 7.8, "Buyer" shall include its
     subsidiaries, divisions and Affiliates as they may exist
     from time to time, HON and any Person deriving title to the
     goodwill of the Business or the Assets from Buyer.

          (f)  Severability.  Each subsection of this Section 7.8
     constitutes a separate and distinct provision hereof.  In
     the event that any provision of this Section 7.8 shall
     finally be judicially determined to be invalid, ineffective
     or unenforceable, such determination shall apply only in the
     jurisdiction in which such adjudication is made and every
     other provision of this Section 7.8 shall remain in full
     force and effect.  The invalid, ineffective or unenforceable
     provision shall, without further action by the parties, be
     automatically amended to effect the original purpose and
     intent of the invalid, ineffective or unenforceable
     provision; provided, however, that such amendment shall
     apply only with respect to the operation of such provision
     in the particular jurisdiction in which such adjudication is
     made.

          7.9  Accounts Receivable.  In the event that any Seller
or any of its Affiliates receives any payment relating to any
Account Receivable outstanding on or after the Closing Date, such
payment shall be the property of, and shall be immediately
forwarded and remitted to, Buyer.  Sellers or such Affiliates
will promptly endorse and deliver to Buyer any cash, checks or
other documents received by any Seller on account of any such
Accounts Receivable.  Sellers or such Affiliates shall advise
Buyer (promptly following any Seller's becoming aware thereof) of
any counterclaims or set-offs that may arise subsequent to the
Closing Date with respect to any Account Receivable.

          7.10 Name Change Filings.  Each Asset Seller shall,
within three (3) days following the Closing, deliver to Buyer
evidence of filing with the Secretary of State of its State of
incorporation of an amendment to such Sellers' Articles of
Incorporation to change its name to a name which is not
deceptively similar to its Corporate Names.  Each Asset Seller
shall, within thirty (30) days after the Closing, take such
actions and file such documents as shall be necessary to
(a) reflect such name changes in all States in which each Asset
Seller is qualified to do business as a foreign corporation, and
shall deliver to Buyer copies of such documents evidencing such
name change filings, (b) discontinue the use of the trademarks
and trade names associated with any products available through
such Asset Seller, and (c) otherwise discontinue the use of such
trademarks and trade names in connection with Seller's business
operations.

          7.11 No Shopping.  From the date hereof through and
until the earlier of termination of this Agreement pursuant to
Article X or Closing, no Seller nor any of its Affiliates,
employees, officers,  agents or advisors shall, directly or
indirectly, (a) solicit, initiate or encourage any inquiries,
proposals or offers from any Person relating to any acquisition
(or sublease as the case may be) of the Allied Shares, the Assets
or the Business, or any assets or securities of, or any merger,
consolidation or business combination with, any Company, or
(b) with respect to any effort or attempt by any other Person to
do or seek any of the foregoing, (i) participate in any
discussions or negotiations, (ii) furnish to any other Person any
information with respect to, or afford access to the properties,
books or records of or relating to, any Company, the Assets or
the Business, or (iii) otherwise cooperate in any way with, or
assist or participate in, or facilitate or encourage any such
effort.  Sellers shall promptly notify Buyer if any such proposal
or offer or any inquiry or contact with any Person with respect
thereto is made.

          7.12 Plant Closing Obligations.  If any Seller or any
of its Affiliates takes any action which could be construed as a
"plant closing" or "mass layoff", or which results in any
employee retained or employed suffering or deeming to have
suffered any "employment loss", as those terms are defined in
WARN, Sellers and such Affiliates shall be solely responsible for
providing any notice required by WARN and for making payments, if
any, which may be required under WARN for failure to provide
appropriate notice; provided, however, that for purposes of this
Section 7.12, employees of the Sellers immediately prior to the
Closing shall be deemed to be employees of the Buyer as of the
Closing Date.

          7.13 Further Assurances; Customer and Supplier
Relationships; Assertion of Claims.  Sellers shall use their best
efforts to implement the provisions of this Agreement, and for
such purpose Sellers, at the request of Buyer, at or after the
Closing, shall, without further consideration, promptly execute
and deliver, or cause to be executed and delivered, to Buyer such
deeds, assignments, bills of sale, Required Consents and other
instruments in addition to those required by this Agreement, in
form and substance satisfactory to Buyer, and take all such other
actions, as Buyer may reasonably deem necessary or desirable to
implement any provision of this Agreement or to more effectively
transfer, convey and assign to Buyer good and marketable title
to, and to put Buyer in actual possession and operating control
of, the Allied Shares and all of the Assets, free and clear of
all Liens other than Permitted Liens, including, without
limitation, such instruments and documents as may be necessary or
advisable to vest in Buyer all of Sellers' benefits and interest
in any Liens (including mechanics' liens) obtained by any Seller
on or in any assets or properties of Sellers' customers.

          7.14 Appointment of Representative.  Each Seller hereby
designates and appoints Skoronski as the Sellers' representative
and attorney-in-fact (the "Representative") to act for and on
behalf of the Sellers as provided in this Agreement and to serve
in accordance with the terms of this Agreement.  The
Representative hereby accepts such appointment and agrees to be
bound by the terms of this Agreement and to act in furtherance of
the interests of the Sellers hereunder.  In the event that
Skoronski is unable to serve as Representative due to death or
disability, or resigns (by providing at least thirty (30) days'
prior written notice to each party to this Agreement), the
Sellers shall select a successor Representative.  Skoronski's
rights and obligations under this Agreement as the Representative
shall be separate and distinct from Skoronski's other rights and
obligations hereunder or as an officer or director of any
Company, and any reference to Skoronski in his capacity as
Representative shall not be deemed a reference to Skoronski in
any other capacity.

          7.15 Payment of Indebtedness; Releases.  On or before
the Closing Date, each Seller will, and the Allied Shareholders
shall cause Allied to, (a) pay, perform and discharge any and all
liabilities or obligations for indebtedness of each Company,
whether fixed, contingent or otherwise (including, without
limitation, notes payable to Affiliates of any Company), and
(b) obtain copies of all executed releases, in form and substance
reasonably satisfactory to Buyer, necessary to release of any and
all Liens relating to such indebtedness, including, without
limitation, the Liens described on the Schedule hereto entitled
"Liens" (in each case other than Liens that are Permitted Liens).
The Sellers will cause the releases referenced in the foregoing
clause (b) to be filed promptly, but no later than two (2)
business days, after payment of the related indebtedness and in
any event promptly after the Closing Date.

            ARTICLE VIII  COVENANTS OF BUYER AND HON

          8.1  Covenants of Buyer.

          (a)  Maintenance of, and Access to, Records.  From and
     after the Closing, Buyer shall, whenever reasonably
     requested by the Representative, permit the Sellers to have
     access to such business records turned over to Buyer
     pursuant to this Agreement as may be reasonably requested by
     such Seller in connection with any audit or investigation by
     any Governmental Authority, or any matter relating to
     insurance coverage or third party claims, in each such case
     to the extent relating to the operation of the Business by
     such Seller prior to the Closing.  Buyer shall preserve and
     maintain the records relating to the Business which are part
     of the Assets for at least five (5) years after the Closing
     Date.

          (b)  Closing.  Buyer shall use its best efforts to
     cause the conditions set forth in Section 6.2 to be
     satisfied by the Closing Date.

          (c)  Disclosure Supplements.  From time to time prior
     to the Closing, Buyer shall promptly supplement or amend its
     Schedules to this Agreement with respect to any matter
     (i) which may arise hereafter and which, if existing or
     occurring at or prior to the date hereof, would have been
     required to be set forth or described in Buyer's Schedules
     to this Agreement, or (ii) which makes it necessary to
     correct any information in Buyer's Schedules to this
     Agreement or in any representation and warranty of HON or
     Buyer which has been rendered inaccurate thereby.  No
     supplement or amendment to the Schedules to this Agreement
     or any delivery of Schedules after the date hereof, unless
     expressly consented in writing by Sellers, shall be deemed
     to cure any breach of any representation or warranty made in
     this Agreement, or modify, affect or diminish Sellers' right
     to terminate this Agreement pursuant to Section 10.1(d).

          (d)  Copies.  During the period from the date hereof to
     the Closing, Buyer shall promptly furnish or make available
     to Seller copies of an income statement and balance sheet as
     of each month-end after the date of this Agreement and prior
     to Closing.

          (e)  Insurance.  After the Closing Buyer will use its
     best efforts to maintain any policies of insurance that
     cover Buyer's assets and properties, including, without
     limitation, Acquired Assets owned by Buyer, and the
     liabilities associated with the operation of its business.

          (f)  Supply of Products.  Buyer agrees to supply
     Sellers, during the term of this Agreement and prior to
     Closing, and upon request, with products manufactured or
     sold by Buyer to the extent necessary to replace any
     reduction in Sellers' supply of Products occurring after the
     date of this Agreement, on terms and conditions similar to
     those provided by Buyer to Sellers immediately prior to the
     date of this Agreement, subject to sufficient availability
     and capacity by Buyer.

          (g)  Further Assurances.  Buyer, at the request of
     Sellers and at or after the Closing, shall promptly execute
     and deliver, or cause to be executed and delivered, such
     other agreements, certificates, instruments and other
     writings required by it by this Agreement to satisfy the
     payment terms set forth in Section 3.1.

          8.2  Covenants of HON.

          (a)  Closing.  HON shall use its best efforts to cause
     the conditions set forth in Section 6.2 to be satisfied by
     the Closing Date.

          (b)  IRB Consents.  HON shall use its reasonable best
     efforts to obtain the consents referred to in Section
     6.1(j)(i).

          (c)  Buyer Note.  HON shall cause the Buyer Note to be
     purchased by a financial institution at the face value
     thereof, or shall repurchase the Buyer Note at the face
     value thereof within ninety (90) days of the Closing.

            ARTICLE IX  CERTAIN ADDITIONAL COVENANTS

          9.1  Access to Records and Properties.  Prior to the
Closing, (a) Buyer shall be entitled, and each Seller shall
permit Buyer, to conduct such investigation of the condition
(financial or otherwise), business, assets, properties or
operations of the Companies and the Business as Buyer shall
reasonably deem appropriate, and (b) each Seller shall
(i) provide Buyer and its agents and representatives, including
its independent accountants, internal auditors and attorneys,
full and complete access to all the facilities, offices and
management and supervisory personnel of the Companies, and to all
of the books and records of the Companies (including work papers
of any accountants), (ii) cause the Companies' officers,
employees and advisors to furnish Buyer with such financial and
operating data (including the data described in Section 7.2(b))
and other information with respect to the condition (financial or
otherwise), business, assets, properties or operations of the
Companies and the Business as Buyer shall reasonably request, and
(iii) permit Buyer to make such inspections and copies thereof as
Buyer may reasonably require, including without limitation, to
conduct such environmental assessments and investigations of the
Property and surrounding property as Buyer or its advisors and
consultants may deem necessary or appropriate, and sampling and
analysis of environmental media to detect the presence or confirm
the absence of contamination, including any contamination which
may be present in groundwater and the sources of any such
contamination.  In addition, Buyer shall be provided with full
and complete access to the customers and suppliers of the
Business and the opportunity to make, in conjunction with
Sellers, cooperative calls on purchasers of Products.

          9.2  Expenses; Transfer Taxes.  Each party hereto will
bear the legal, accounting and other expenses incurred by such
party in connection with the negotiation, preparation and
execution of this Agreement, the Transaction Documents, and the
transactions contemplated hereby.  Buyer shall be responsible for
all obligations to Robert W. Baird & Co. Incorporated.  Sellers
shall be responsible for all obligations to Bowles, Hollowell,
Conner and First Union Capital Markets Corporation and counsel to
Allied and the Sellers, or any of them.  All sales, transfer,
recordation and documentary Taxes and fees which may be payable
in connection with the sale of the Acquired Assets shall be borne
by Buyer; provided, however, that Sellers will fully cooperate
with Buyer in preparing and filing all certificates and other
documents the filing of which will reduce the amount of Taxes and
fees payable in connection with the sale of the Acquired Assets.

          9.3  Bulk Transfer Laws.  Buyer hereby waives
compliance by Sellers with the laws of any jurisdiction relating
to bulk transfers which may be applicable in connection with the
transfer of the Acquired Assets to Buyer.

          9.4  Press Releases and Disclosure.  The parties agree
that neither Sellers, Buyer nor their respective Affiliates shall
issue or cause publication of any press release or other
announcement or public communication with respect to this
Agreement or the transactions contemplated hereby or otherwise
disclose this Agreement or the transactions contemplated hereby
to any third party (other than attorneys, advisors and
accountants to Sellers or Buyer) without the consent of the other
party hereto, which consent shall not be unreasonably withheld;
provided, that nothing herein shall prohibit any party from
issuing or causing publication of any press release, announcement
or public communication to the extent that such party deems such
action to be required by Law or stock exchange regulations;
provided further that such party shall, whenever practicable
consult with the other party concerning the timing and content of
such press release, announcement or communication before the same
is issued or published.

          9.5  Cooperation in the Defense of Claims.  In the
event that a claim is asserted against Buyer, any of its direct
or indirect subsidiaries or Affiliates, with respect to events or
conditions occurring or existing in connection with, or arising
out of, the operation of the Business prior to the Closing, or
the ownership, possession, use or sale of the Assets prior to the
Closing, Sellers shall cooperate with Buyer in the defense of any
such claim.

          9.6  Regulatory Approvals.  Sellers will, and will
cause its appropriate Affiliates to, and Buyer will, use, in each
case, its best efforts to obtain any authorizations, consents,
orders and approvals of any Governmental Authority necessary for
the performance of its respective obligations pursuant to this
Agreement and any of the other transaction documents, and the
consummation of the transactions contemplated hereby and thereby,
and will cooperate fully with each other in all reasonable
respects in promptly seeking to obtain such authorizations,
consents, orders and approvals.  Neither Sellers nor Buyer will
take any action that will have the effect of delaying, impairing
or impeding the receipt of any required regulatory approvals.
Without limiting the generality of the foregoing, Sellers and
Buyer will promptly file or cause to be filed with the FTC and
the DOJ, Notification and Report Forms and documentary materials
that substantially comply with the provisions of the H-S-R Act
and the rules thereunder.  Buyer shall pay all fees associated
with the filing of any such Notification and Report Forms or
related materials and information (other than the fees and
expenses of Buyer's legal, financial or other professionals
engaged to provide services in respect of such filing).  Buyer
and Sellers will promptly file any additional information
requested as soon as practicable after receipt of a request for
additional information.  Buyer and Sellers will use reasonable
efforts to obtain early termination of the applicable waiting
period under the H-S-R Act.  The parties hereto will coordinate
and cooperate with one another in exchanging such information and
providing such reasonable assistance as may be requested in
connection with such filing.  Sellers will supply Buyer with
copies of all correspondence, filings or communications (or
memoranda setting forth the substance thereof) between Sellers or
its representatives, on the one hand, and the FTC, the DOJ or any
other Governmental Authority or members of their respective
staffs, on the other hand, with respect to this Agreement or the
transactions contemplated hereby.

          9.7  Employee Matters.  (a) Buyer shall offer
employment as of the Closing Date to such currently active
employees employed in the Business by the Asset Sellers as of the
Closing Date as Buyer may determine (each a "Transferred
Employee").

          (b)  Immediately following the Closing Date, Buyer
     shall provide to each Transferred Employee employee benefits
     (including hospitalization, medical, prescription drug,
     dental, disability, 401(k), pre-tax premium payment,
     vacation, life and accidental death and dismemberment,
     incentive, bonus, fringe benefits and other similar benefits
     but excluding any plan or program (or feature thereof) which
     provides any opportunity to, directly or indirectly, acquire
     or invest in the equity of any Asset Seller) which are, in
     the aggregate, substantially similar to the employee
     benefits provided as of the date hereof to such Transferred
     Employee, but only to the extent such Transferred Employee
     is eligible for such benefits as of such date.  Each
     Transferred Employee shall be credited for eligibility,
     benefit accrual and vesting purposes with their periods of
     service with the Asset Sellers counted under a Company Plan
     prior to the Closing Date under any similar employee benefit
     plan, program or arrangement established, maintained,
     continued or made available by Buyer after the Closing Date
     in which such Transferred Employees are eligible to
     participate (excluding for this purpose accruals under any
     retirement plan for the period prior to Closing).

          (c)  Effective as of the Closing Date, Buyer shall
     assume the sponsorship of the Fireplace & Spa, Inc. 401(k)
     Profit Sharing Plan (the "Assumed Plan"), and, prior to
     Closing, FPSI shall take all action necessary to amend such
     plan to reflect the change in sponsorship, to exclude
     participation by any employees who are not Transferred
     Employees (except for deferred vested participants) and make
     other conforming changes and to transfer to Buyer the assets
     attributable to the Assumed Plan.

          (d)  The Asset Sellers shall be responsible for all
     claims for welfare benefits which are incurred prior to the
     Closing Date by any Transferred Employee (or the eligible
     spouse or dependent of such Transferred Employee) that are
     payable under the terms and conditions of any Company Plan,
     except to the extent accrued for as a liability on
     Schedule 2.1(b).  The Asset Sellers shall cease to provide
     any group health plan to any employees as of the Closing
     Date, and therefore shall have no obligation to provide
     medical continuation coverage to such employees.  Pursuant
     to the provisions of this Section 9.7, Buyer shall be
     considered a successor employer within the meaning of
     Prop. Treas. Reg. Section 54.4980B-9 and therefore shall be
     responsible for providing medical continuation coverage
     pursuant to COBRA to former employees of the Asset Sellers
     (and their eligible spouses and dependents) who terminate
     employment at or prior to the Closing Date.  Buyer shall
     recognize copayments and deductibles paid by each
     Transferred Employee (or eligible spouse or dependent of
     such Transferred Employee) under the Plans prior to the
     Closing Date for the applicable period and shall not exclude
     any Transferred Employee (or eligible spouse or dependent of
     such Transferred Employee) from medical coverage based on
     any preexisting condition.

          (e)  Nothing herein expressed or implied shall confer
     upon any Transferred Employee (or any spouse or dependent of
     such Transferred Employee) or legal representative thereof
     any rights or remedies, including without limitation any
     right to employment for any specified period, of any nature
     or kind whatsoever under or by reason of this Agreement.

          (f)  Sellers shall be responsible for the claims for
     workers compensation benefits which are incurred prior to
     the Closing Date.

          (g)  To the extent assumed under Section 2.1(b), Buyer
     shall assume liability for normal and ordinary vacation
     accruals attributable to each Transferred Employee as a
     result of such Transferred Employee's service with an Asset
     Seller.

          (h)  In no event shall Buyer be liable for any
     severance payments that may be payable to any employee of
     the Business as a result of the transactions set forth in
     this Agreement.  The Asset Sellers shall use their best
     efforts to assign to Buyer as of the Closing Date the
     employment agreements currently in effect with their respect
     to the employees and to obtain from each employee covered by
     any such employment agreement in a form acceptable to Buyer
     (a) an acknowledgment that the transactions contemplated by
     this Agreement will not result in a termination of
     employment for purposes of such employment agreement, and
     (b) a waiver and release of any claim for payment or
     benefits under such employment agreement based on the
     transactions contemplated by this Agreement.

          (i)  On the Closing Date, each of the Asset Sellers
     shall transfer the personnel files of the employees of the
     Business, or copies thereof, to Buyer.

          (j)  Sellers shall pay all annual incentive bonuses
     payable for 1999 and any prior years under any incentive
     arrangements.

          (k)  Effective prior to the Closing Date, Allied shall
     transfer out of Allied the life insurance policies covering
     Sorenson, Skoronski, S. Thiers, and C. R. Daniels (excluding
     of this purpose any coverage under a group life insurance
     plan).

          9.8  [Intentionally omitted]

          9.9  Product Warranty Work.  After the Closing Date,
Buyer shall perform, without recourse to Sellers, the Companies'
obligations under Ordinary Warranty Commitments.  With respect to
warranty claims other than Ordinary Warranty Commitments, Buyer
may seek indemnification from Sellers for such Liability, as
provided in Article XI.

                     ARTICLE X  TERMINATION

          10.1 Termination.  This Agreement and the transactions
contemplated hereby may be terminated at any time prior to the
Closing:

          (a)  Mutual Consent.  By the Representative and Buyer;

          (b)  Termination Date.  By Sellers, by the
     Representative or by Buyer, if the Closing shall not have
     occurred on or before March 31, 2000 (the "Termination
     Date"); provided, however, that (i) if the HSR Approvals
     shall not have been obtained by March 31, 2000, the
     Termination Date shall be extended to May 31, 2000 and (ii)
     the right to terminate this Agreement pursuant to this
     Section 10.1(b) shall not be available to any party whose
     failure to fulfill any obligation under this Agreement has
     been the cause of, or resulted in, the failure of the
     Closing to occur on or before the Termination Date;

          (c)  Sellers Misrepresentation or Breach.  By Buyer, if
     there has been a breach by any Seller of any of his or its
     representations, warranties, covenants, obligations or
     agreements set forth in this Agreement or in any writing
     delivered pursuant hereto by any Seller, which breach
     (A) would give rise to a failure of a condition set forth in
     Section 6.1, and (B) is incapable of being cured by Sellers
     or is not cured within ten (10) business days of written
     notice thereof;

          (d)  Buyer Misrepresentation or Breach.  By Sellers or
     by the Representative, if there has been a breach by Buyer
     of any of its representations, warranties, covenants,
     obligations or agreements set forth in this Agreement or in
     any writing delivered pursuant hereto by Buyer, which breach
     (A) would give rise to a failure of a condition set forth in
     Section 6.2. and (B) is incapable of being cured by Buyer
     and is not cured within the (10) business days of written
     notice thereof;

          (e)  Court Order.  By Sellers, by the Representative or
     by Buyer, if consummation of the transactions contemplated
     hereby shall violate any non-appealable final order, decree
     or judgment of any court or Governmental Authority having
     competent jurisdiction;

          (f)  Material Adverse Change.  By Buyer, if since the
     date of this Agreement there has been a material adverse
     change, or the occurrence of a condition or event which
     would reasonably be expected to result in a material adverse
     change, in the condition (financial or otherwise), business,
     assets, properties, or operations of the Companies, taken as
     a whole (other than as a result of any matter set forth in
     the proviso to Section 6.1(c));

          (g)  Buyer's Conditions.  By Buyer, if any condition
     precedent to Buyer's obligation to effect the Closing as set
     forth in Section 6.1 is not satisfied, or shall have become
     incapable of fulfillment, and such condition is not waived,
     if waivable, by Buyer on or prior to the Termination Date;
     and

          (h)  Sellers' Conditions.  By Sellers or by the
     Representative, if any condition precedent to Sellers'
     obligation to effect the Closing as set forth in Section 6.2
     is not satisfied, or shall have become incapable of
     fulfillment, and such condition is not waived, if waivable,
     by Sellers or by the Representative on or prior to the
     Termination Date.

          10.2 Effect of Termination.  If this Agreement is
terminated pursuant to Section 10.1, written notice thereof shall
forthwith be given to the other parties and this Agreement shall
thereafter become void and have no further force and effect and
all further obligations of Sellers, HON and Buyer under this
Agreement shall terminate without further liability of Sellers,
HON or Buyer, except that (a) each party will return all
documents, workpapers and other material of any other party
relating to the transactions contemplated hereby, whether so
obtained before or after the execution hereof, to the party
furnishing the same, and all confidential information received by
any party hereto with respect to the business of any other party
shall be treated in accordance with Section 7.4 and the
Confidentiality Agreements (as hereinafter defined); (b) the
obligations of Sellers and Buyer under Section 9.2 shall survive
such termination; and (c) such termination shall not constitute a
waiver by any party of any claim it may have for damages caused
by reason of, or relieve any party from liability for, any breach
of this Agreement prior to termination under Section 10.1.

                  ARTICLE XI  INDEMNIFICATION

          11.1 Indemnification by Buyer.  From and after the
Closing, Buyer and HON, jointly and severally, shall indemnify,
defend and hold Sellers, its Affiliates, and their respective
directors, officers, representatives, employees and agents
harmless from and against any and all claims, actions, suits,
demands, assessments, judgments, losses, liabilities, damages,
costs and expenses (including, without limitation, interest,
penalties, attorneys' fees to the extent permitted by law, and
accounting fees and investigation costs) (collectively,
"Liabilities") that may be incurred by any Seller or other such
persons resulting or arising from or related to, or incurred in
connection with:  (a) the failure of Buyer to assume, pay,
perform and discharge the Assumed Liabilities, (b) the failure of
Buyer to report the purchase of the Allied Shares and the
Acquired Assets in accordance with the allocations required by
Section 3.6, and (c) any breach of any representation, warranty,
covenant, obligation or agreement of Buyer contained herein or in
any other Transaction Document.

          11.2 Indemnification by Sellers.

          (I)  General.  From and after the Closing, Sellers
shall jointly and severally indemnify, defend and hold Buyer, its
Affiliates, and their respective directors, officers,
representatives, employees and agents harmless from and against
any and all Liabilities that may be incurred by Buyer or other
such persons resulting or arising from, related to or incurred in
connection with:  (a) (i) the failure of Sellers to assume, pay,
perform and discharge the Retained Liabilities, or (ii) the
incurrence by Buyer of any Liabilities of Allied other than the
Liabilities described under Paragraph I of Schedule
11.2(I)(a)(ii), including Liabilities described under Paragraph
II of Schedule 11.2(I)(a)(ii), (b) the failure of Sellers to
report the sale of the Acquired Assets in accordance with the
allocations required by Section 3.6, (c) any breach of any
representation, warranty, covenant, obligation or agreement of
Sellers contained herein or in any other Transaction Document,
(d) any failure to comply with the laws of any jurisdiction
relating to bulk transfers which may be applicable in connection
with the transfer of the Acquired Assets to Buyer, (e) the
litigation, actions, suits, investigations, claims, Company Plan
audits and proceedings described, or required to be described, in
the Schedules to this Agreement, (f) any failure to obtain any
Required Consent, and (g) Liabilities under the Agreement for
Shared Facilities resulting from a change of control of Allied,
Madison or Minocqua.

          (II) Environmental Indemnification.  Sellers jointly
and severally agree to indemnify, defend, reimburse and hold
harmless:

          (A)  Buyer, its Affiliates and their respective
               directors, officers, representatives, employees
               and agents; and

          (B)  any other Person who acquires a portion of the
               Property in any manner, including but not limited
               to, through purchase, at a foreclosure sale or
               otherwise through the exercise of the rights and
               remedies of Buyer under this Agreement; and

          (C)  the contractors, subcontractors, experts,
               licensees, lessees, mortgagees, trustees, heirs,
               devisees, successors, assigns and invitees of any
               Persons referred to in subsections (A) or (B) of
               this Section 11.2(II);

from and against any and all Environmental Damages (as
hereinafter defined) arising from the presence, use, generation,
storage, treatment, discharge, release or disposal (including off-
site disposal) of Hazardous Materials upon, about, from or
beneath the Property or migrating to or from the Property, or
arising in any manner whatsoever out of the violation of any
Environmental Requirements pertaining to the Property and the
activities thereon, in each case to the extent that such
Environmental Damages or violation of any Environmental
Requirements are attributable to, or the result of, any act or
omission by any Company prior to the Closing Date.  This
obligation to indemnify shall include, but not be limited to, the
expense of defending all claims, suits and administrative
proceedings (with counsel reasonably approved by the indemnified
parties), even if such claims, suits or proceedings are
groundless, false or fraudulent, and paying and discharging, when
and as the same become due, any and all judgments, penalties or
other sums due against such indemnified Persons; provided,
however, that Buyer will be entitled to control any clean-up or
remediation, and any related proceeding, and, except as provided
in the following sentence, any other proceeding with respect to
which indemnity may be sought under this Section.  The procedures
described in Section 11.3 shall apply to any claim solely for
monetary damages relating to a matter covered by this Section.

          (III)     Tax Indemnification.

          (A)  Tax Indemnification by Allied Shareholders.  The
     Allied Shareholders shall jointly and severally indemnify,
     defend and hold Buyer and its Affiliates (including Allied)
     harmless from and against: (i) any and all liability for
     Taxes (including without limitation any obligation to
     contribute to the payment of a Tax determined on a
     consolidated, combined, or unitary basis with respect to a
     group of corporations that includes or included Allied) of
     Allied for all Taxable periods ending on or before the
     Closing Date (the "Pre-Closing Tax Period") and for the
     portion of any Taxes (including without limitation any
     obligation to contribute to the payment of a Tax determined
     on a consolidated, combined, or unitary basis with respect
     to a group of corporations that includes or included Allied)
     of Allied for any Straddle Period (as defined in
     Section 11.2(III)(C)) that is allocated (pursuant to Section
     11.2(III)(C)) to the Pre-Closing Tax Period (such
     liabilities collectively, "Pre-Closing Tax Liabilities");
     (ii) any and all liability (as a result of Treasury
     Regulation ' 1.1502-6 or any similar provision of state,
     local or foreign law or otherwise) for Taxes of the Allied
     Shareholders or any other person (other than Allied) which
     is or has ever been affiliated with Allied, or with whom
     Allied otherwise joins or has ever joined (or is or has ever
     been required to join) in filing any consolidated, combined
     or unitary Tax Return prior to the Closing, (iii) any and
     all liability for Conveyance Taxes; (iv) any and all Taxes
     payable by the Allied Shareholders or their Affiliates
     (including their beneficiaries) in connection with the sale
     of the Allied Shares to Buyer and any other payments made or
     to be made to the Allied Shareholders or their Affiliates
     (including their beneficiaries) by Buyer pursuant to this
     Agreement or the transactions and agreements contemplated
     hereby, including, without limitation, all income and
     capital gain Taxes payable, whether by assessment,
     withholding or otherwise; (v) any and all liability for
     Taxes or other Liabilities arising out of a breach or
     inaccuracy of any representation or warranty contained in
     Section 5.1(v); and (vi) any and all liability for
     reasonable legal, accounting and appraisal fees and expenses
     with respect to any item described in clauses (i), (ii),
     (iii), (iv) or (v) above; provided, however, that the amount
     of the indemnity obligation of the Allied Shareholders for
     Taxes pursuant to this Section 11.2(III)(A) shall be reduced
     to the extent that the aggregate reserves for Taxes
     (excluding deferred income Taxes) reflected on the Financial
     Statements exceed the aggregate liability for Taxes for the
     periods covered by such reserves.

          (B)  Tax Indemnification by Buyer.  Buyer shall
     indemnify, defend and hold the Allied Shareholders and their
     Affiliates harmless from and against (i) any liability for
     Taxes of Allied for any Taxable period ending after the
     Closing Date (except with respect to a Straddle Period, in
     which case Buyer's indemnity will cover only Taxes (other
     than Conveyance Taxes) that are not Pre-Closing Tax
     Liabilities, and (ii) any liability (as a result of Treasury
     Regulation Section 1.1502-6 or any similar provision of state,
     local or foreign law or otherwise) for Taxes of Buyer or any
     other person (other than Allied) which is or has ever been
     affiliated with Buyer, or with whom Buyer joins or has ever
     joined (or is or has ever been required to join) in filing
     any consolidated, combined or unitary Tax Return.

          (C)  Straddle Period.  In the case of any Taxable
     period that includes but does not end on the Closing Date (a
     "Straddle Period"), Taxes of Allied for the Straddle Period
     shall be computed in a manner consistent with past practice
     and shall be allocated to the Pre-Closing Tax Period using
     an interim-closing-of-the-books method assuming that such
     Taxable period ended at the close of the Closing Date,
     except that (X) exemptions, allowances or deductions that
     are calculated on an annual basis (such as the deduction for
     depreciation) shall be apportioned on a per-diem basis and
     (Y) real property, personal property, intangibles and other
     similar Taxes shall be allocated in accordance with the
     principles of Section 164(d) of the Code.

          (D)  Procedures Relating to Tax Indemnification.

               (1)  If any claim for Taxes, including, without
          limitation, notice of a pending or threatened audit,
          shall be made by any Taxing authority in writing (a
          "Tax Claim"), which, if successful, would result in an
          indemnity payment pursuant to Section 11.2(III)(A) or
          (B), the party seeking indemnification (the
          "Indemnified Tax Party") shall notify the other party
          (the "Indemnifying Tax Party") in writing of the Tax
          Claim within forty-five (45) days of receipt of such
          Tax Claim and in sufficient detail to apprise the
          Indemnifying Tax Party of the nature of the Tax Claim.
          If notice of a Tax Claim (a "Tax Notice") is not given
          to the Indemnifying Tax Party within such forty-five-
          day period or in detail sufficient to apprise the
          Indemnifying Tax Party of the nature of the Tax Claim,
          the Indemnifying Tax Party shall not be liable to the
          Indemnified Tax Party to the extent that the
          Indemnifying Tax Party's position is actually and
          materially prejudiced as a result thereof.

               (2)  The Allied Shareholders shall have the sole
          right to represent the interests of Allied in the
          defense of any claim for Taxes relating to Taxable
          periods ending on or before the Closing Date, and to
          employ counsel of their choice at their expense.
          Notwithstanding the foregoing, the Allied Shareholders
          shall not be entitled to settle, either
          administratively or after the commencement of
          litigation, any claim for Taxes that would adversely
          affect the liability for Taxes of Buyer or Allied for
          any Taxable period ending after the Closing Date
          (including, but not limited to, the imposition of
          income tax deficiencies, the reduction of asset basis
          or cost adjustments, the lengthening of any
          amortization or depreciation periods, the denial of
          amortization or depreciation deductions or the
          reduction of loss or credit carryforwards) without the
          prior written consent of Buyer.  Such consent shall not
          be unreasonably withheld, and shall not be necessary to
          the extent that the Allied Shareholders have
          indemnified Buyer against the effects of any such
          settlement.

               (3)  Buyer shall have the sole right to represent
          the interests of Allied in the defense of any claim for
          Taxes relating to Taxable periods ending after the
          Closing Date.  Notwithstanding the foregoing, the
          Allied Shareholders shall be entitled to participate at
          their expense in the defense of any claim for Taxes for
          a Taxable year or period ending after the Closing Date
          that may be subject to indemnification by the Allied
          Shareholders pursuant to Section 11.2(III)(A).  Neither
          Buyer nor Allied may agree to settle any Tax Claim for
          the portion of the Taxable year or period ending on the
          Closing Date that may be the subject of indemnification
          by the Allied Shareholders under Section 11.2(III)(A)
          without the prior written consent of the Allied
          Shareholders, which consent shall not be unreasonably
          withheld.

          (E)  Miscellaneous Tax Matters.  After the Closing
     Date, the Allied Shareholders and Buyer shall:

               (1)  assist (and cause their respective Affiliates
          to assist) the other party in preparing any Tax Returns
          that such other party is responsible for preparing and
          filing in accordance with this Section 11.2(III);

               (2)  cooperate fully in preparing for any audits
          of, or disputes with Taxing authorities regarding, any
          Tax Returns of Allied;

               (3)  make available to the other and to any Taxing
          authority as reasonably requested all information,
          records and documents in such party's possession
          relating to Taxes of Allied;

               (4)  provide timely notice to the other in writing
          of any pending or threatened Tax audits or assessments
          of Allied for Taxable periods for which the other may
          have a liability under this Section 11.2(III); and

               (5)  furnish the other with copies of all
          correspondence received from any Taxing authority in
          connection with any Tax audit or information request
          relating to Allied with respect to any such Taxable
          period.

          (F)  Delivery of Tax Information.  Within sixty (60)
     days following the Closing Date, the Allied Shareholders and
     the Allied Representative shall deliver or cause to be
     delivered to Buyer copies of all Tax Returns of Allied for
     any Taxable year or other period commencing on or after
     December 31, 1995 and all schedules, work papers and other
     documents (including without limitation appraisals and other
     background information) that is in the possession of any of
     the Allied Shareholders and which relate to such Tax
     Returns, which documents shall be subject to the terms of
     the Confidentiality Agreements.

          (G)  Tax Dispute Resolution Mechanism.  Wherever in
     this Section 11.2(III) it is provided that a dispute shall
     be resolved pursuant to the "Tax Dispute Resolution
     Mechanism," such dispute shall be resolved as follows:  The
     parties shall submit the dispute to a jointly selected
     nationally recognized accounting firm (the "Settlement
     Accountants") for resolution, which resolution shall be
     final, conclusive and binding on the parties.
     Notwithstanding anything in this Agreement to the contrary,
     the fees and expenses of the Settlement Accountants in
     resolving a dispute shall be borne equally by the Allied
     Shareholders and by Buyer, other than fees and expenses
     relating to a dispute as to the amount of Taxes owed by
     either of the parties with respect to a Tax Return for a
     Straddle Period, in which case such fees and expenses shall
     be paid by Buyer and by the Allied Shareholders in
     proportion to each party's respective liability for Taxes as
     determined by the Settlement Accountants.

          (H)  Survival of Tax Provisions.  The obligations of
     the parties set forth in this Section 11.2(III) shall be
     unconditional and absolute and shall remain in effect until
     the date ninety (90) days after the expiration of the
     relevant statute of limitations (giving effect to all valid
     waivers or extensions thereof) applicable to the Taxes at
     issue.  Claims for indemnification arising under or with
     respect to Section 5.1(v) or this Section 11.2(III) may not
     be made unless notice of such claims has been given on or
     prior to the date that is ninety (90) days after the
     expiration of the relevant statute of limitations applicable
     to the Taxes at issue, giving effect to all valid waivers or
     extensions thereof.

          (I)  Conveyance Taxes.  Notwithstanding any other
     provision of this Agreement to the contrary, the Allied
     Shareholders shall be jointly and severally liable for, and
     shall timely pay, any and all gains, transfer, sales, use,
     bulk sales, recording, registration, documentary, stamp, and
     other Taxes that may result from, or be incurred in
     connection with, the transactions contemplated by this
     Agreement ("Conveyance Taxes").  The Allied Shareholders
     shall, at their own expense, properly complete, sign, and
     timely file any and all required Tax Returns with respect to
     such Taxes and, if required by applicable Law, Buyer will
     join in the execution of any such Tax Returns.

          (J)  Return Filings, Refunds and Credits.

               (1)  The Allied Shareholders shall cause Allied to
          prepare and file on a timely basis all Tax Returns with
          respect to Allied that are required to be filed (after
          giving effect to any valid extensions thereof) on or
          prior to the Closing Date.

               (2)  Buyer shall prepare or cause to be prepared
          and shall file or cause to be filed on a timely basis
          all other Tax Returns with respect to Allied.  In
          connection therewith, the Allied Shareholders shall be
          responsible for and shall pay any Taxes for which the
          Allied Shareholders have agreed to indemnify Buyer
          pursuant to Section 11.2(III)(A).  Before filing any
          Tax Return with respect to any Straddle Period or any
          other Tax Return with respect to Taxes for which the
          Allied Shareholders have agreed to indemnify Buyer
          pursuant to Section 11.2(III)(A), Buyer shall provide
          the Allied Shareholders with a copy of such Tax Return
          at least thirty (30) days prior to the last date for
          timely filing such Tax Return (giving effect to any
          valid extensions thereof), accompanied by a statement
          calculating in reasonable detail the Allied
          Shareholders' indemnification obligation pursuant to
          Section 11.2(III)(A).  If for any reason the Allied
          Shareholders do not agree with Buyer's calculation of
          their indemnification obligation, the Allied
          Shareholders shall notify Buyer of their disagreement
          within ten (10) days of receiving a copy of the Tax
          Return and Buyer's calculation, and such dispute shall
          be resolved pursuant to the Tax Dispute Resolution
          Mechanism.  If the Allied Shareholders agree with
          Buyer's calculation of their indemnification
          obligation, the Allied Shareholders shall pay Buyer the
          amount of the Allied Shareholders' indemnification
          obligation at least five (5) business days prior to the
          last date for timely filing such Tax Return (including
          any valid extensions thereof).

               (3)  Any refunds or credits of Taxes of Allied
          plus any interest received with respect thereto from an
          applicable Taxing authority for any Taxable period
          ending on or before the Closing Date (including,
          without limitation, refunds or credits arising by
          reason of amended Tax Returns filed after the Closing
          Date) shall, except as otherwise provided in Section
          11.2(III)(M) and except to the extent any such refund
          or claim is reflected as an asset on the Unaudited
          Financial Statements, be for the account of the Allied
          Shareholders and shall be paid by Buyer to the Allied
          Shareholders within thirty (30) days after Buyer
          receives such refund or after the relevant Tax Return
          is filed in which the credit is applied against
          Buyer's, the Company's or any of their Affiliates' or
          any of their successors' liability for Taxes.  Any
          refunds or credits of Taxes of Allied plus any interest
          received with respect thereto from an applicable Taxing
          authority for any Taxable period beginning after the
          Closing Date shall be for the account of Buyer.  Any
          refunds or credits of Taxes of Allied for any Straddle
          Period shall be apportioned between the Allied
          Shareholders, on the one hand,  and Buyer, on the other
          hand, in the same manner as the liability for such
          Taxes is apportioned pursuant to Section 11.2(III)(C).

          (K)  Exclusivity.  All rights and obligations of the
     parties hereto with respect to Taxes, including all rights
     of either party to indemnification with respect to Taxes,
     shall be governed exclusively by the provisions of this
     Section 11.2(III) and Section 5.1(v), and in particular the
     provisions of Sections 11.1, 11.2(I), 11.3, 11.5 and 11.6
     shall not apply to obligations arising under this
     Section 11.2(III).

          (L)  Tax Sharing Agreements.  Any and all existing
     agreements or practices relating to the allocation or
     sharing of Taxes (the "Tax Sharing Agreements") between
     Allied and any member of an affiliated group, within the
     meaning of Section 1504(a) of the Code, of which Allied is
     or was a member shall be terminated as of the Closing Date
     without payment by or other obligation of Allied.  After the
     Closing Date, neither the Company, nor any member of any
     such group shall have any further rights or obligations
     under any such Tax Sharing Agreement.

          (M)  Carryforwards of Losses.  Buyer shall be free to
     cause Allied to elect, where permitted by applicable law, to
     carry forward any net operating loss, net capital loss,
     charitable contribution or other item arising after the
     Closing Date, including, without limitation, any such loss
     or other item that would, absent such election, be carried
     back to a Taxable period ending on or before the Closing
     Date.  Notwithstanding anything to the contrary in Section
     11.2(III)(J), Buyer shall be entitled to any refund of
     income Taxes paid before the Closing Date, to the extent
     that such refund is attributable to carryback of losses or
     deductions of Allied that accrue after the Closing Date.

          11.3 Notice of Claim; Right to Participate in and
Defend Third Party Claim.

          (a)   If any indemnified party receives notice of the
     assertion of any claim, the commencement of any suit, action
     or proceeding, or the imposition of any penalty or
     assessment by a third party in respect of which indemnity
     may be sought hereunder (a "Third Party Claim"), and the
     indemnified party intends to seek indemnity hereunder, then
     the indemnified party shall promptly provide the
     indemnifying party with prompt written notice of the Third
     Party Claim, but in any event not later than thirty (30)
     calendar days after receipt of such notice of Third Party
     Claim.  The failure by an indemnified party to notify an
     indemnifying party of a Third Party Claim shall not relieve
     the indemnifying party of any indemnification responsibility
     under this Article XI, unless such failure materially
     prejudices the ability of the indemnifying party to defend
     such Third Party Claim.
     
          (b)  The indemnifying party shall have the right to
     control the defense or settlement of such Third Party Claim
     with counsel of its choosing provided the indemnifying party
     shall have acknowledged in writing its obligations to
     indemnify the indemnified party with respect to such Third
     Party Claim; provided, however, that the indemnifying party
     shall not settle or compromise any Third Party Claim without
     the indemnified party's prior written consent, unless the
     terms of such settlement or compromise release the
     indemnified party from any and all liability with respect to
     the Third Party Claim.  The indemnified party shall be
     entitled (at the indemnified party's expense) to participate
     in the defense of any Third Party Claim with its own
     counsel.

          (c)  Any indemnifiable claim hereunder that is not a
     Third Party Claim shall be asserted by the indemnified party
     by promptly delivering notice thereof to the indemnifying
     party.

          11.4 Setoff.  (a) In addition to any and all other
remedies hereunder or at law or in equity, Buyer shall be
entitled to recover any indemnification payment or other amounts
due from any Seller or Affiliate of a Seller hereunder, under an
Employment and Non-Competition Agreement or a Non-Competition
Agreement, or by a guarantor under a Shareholder Guaranty and (i)
which have not been duly and punctually paid, or (ii) with
respect to which any such Seller or Affiliate shall not have
acknowledged its indemnification obligations under Article XI, by
retaining and setting off the amounts (whether or not such
amounts are liquidated or reduced to judgment) against any
amounts due from Buyer to any Seller, Affiliate of a Seller or
guarantor under any such agreement or the Convertible Debentures
or any securities into which Convertible Debentures have been
converted; provided, however, that any setoff associated with a
breach or amounts due under any Employment and Non-Competition
Agreement or any Non-Competition Agreement shall be set off
solely against the Seller or Affiliate of Seller committing such
breach.  Pending final judgment by a court of competent
jurisdiction (which shall, for purposes of this Agreement, be
deemed to include any decision of any mediator to which the
parties thereto have consented, and any arbitration decision
rendered, pursuant to Section 11.8) that Buyer is entitled to any
such payments or other amounts, the setoff amounts shall be
deposited into an interest bearing escrow account with a
financial institution designated by Buyer (the "Escrow Agent").

          (b)  (i) If such judgment holds that Buyer in whole or
     in part wrongfully setoff, and that Buyer had reasonable
     grounds for its assertion that such Seller, Affiliate or
     guarantor was in breach of, or had otherwise failed to
     comply with, the agreement under which setoff was claimed
     and the amount setoff, Buyer shall pay the Person entitled
     to such wrongfully setoff funds such wrongfully setoff funds
     plus an amount equal to (x) 10% interest computed thereon
     less (y) interest earned on the escrowed funds from the date
     of the earlier of escrow deposit or setoff to the date of
     payment and such person shall be entitled to such escrow
     interest.  (ii) If such judgment holds that Buyer in whole
     or in part wrongfully setoff, and that Buyer did not have
     reasonable grounds for its assertion that such Seller,
     Affiliate or guarantor was in breach of, or had otherwise
     failed to comply with, the agreement under which setoff was
     claimed and the amount setoff, Buyer shall pay the Person
     entitled to such wrongfully setoff funds an amount equal to
     (x) such wrongfully setoff funds plus (y) interest actually
     earned thereon as reflected in account statements from the
     Escrow Agent, plus (z) an additional 15% interest computed
     on the wrongfully setoff funds from the date of the earlier
     of escrow deposit or setoff to the date of payment.

          (c)  If such judgment holds that Buyer in whole or in
     part was entitled to setoff, the Person otherwise entitled
     to any such setoff amount shall pay Buyer an amount equal to
     (x) 10% interest computed on the amount of such judgment
     less (y) interest earned on any escrowed amounts from the
     date of setoff to the date of such judgment, and Buyer shall
     be entitled to such escrow interest.

          (d)  Buyer's rights to set off amounts immediately
     prior to the expiration of the period set forth in Section
     11.5(e) with respect to any claim referred to in such
     Section which is a Third Party Claim shall be conditioned
     upon HTI or any Affiliate of HTI having received written
     notice of such Claim, including, without limitation, any
     such written notice from an insurance company asserting any
     such Claim.

          11.5 Time Limitations on Claims for Indemnification.
The right of Buyer to indemnification pursuant to
Sections 11.2(I)(a) and 11.2(I)(c), and the right of Sellers to
indemnification for breach of representations and warranties
pursuant to Section 11.1(c) or pursuant to the Securityholders'
Agreement, shall apply only to those claims for indemnification
which are given pursuant to this Agreement on or before the
respective dates set forth below:

          (a)  Any claim for indemnification relating to any
     breach of the representations and warranties set forth in
     Section 5.1(v) shall be made on or before the second
     anniversary of the Closing Date; provided, however, that
     notwithstanding the foregoing provisions of this
     Section 11.5(a), any claim for indemnification pursuant to
     Section 11.2(III) shall be made during the period described
     in Section 11.2(III)(H);

          (b)  No time limit shall apply to any right to
     indemnification with respect to any breach of any
     representation or warranty contained in Section 5.1(a), (b),
     (d) or (e), Section 5.2(a) or (b), Section 5.3(a) or (b), or
     Section 5.4(a), (b) or (c);

          (c)  Any claim for indemnification relating to any
     breach of the representations and warranties set forth in
     Section 5.1(t) shall be made on or before the second
     anniversary of the Closing Date;

          (d)  Any claim for indemnification with respect to any
     breach of any representation or warranty set forth in any
     subsection of Section 5.1, Section 5.2, 5.3 or 5.4 not
     referred to in subsections (a), (b) or (c) of this Section
     11.5 shall be made on or before the day that is 455 days
     after the Closing Date; and

          (e)  Any claim for indemnification made pursuant to
     Section 11.2(I)(a) shall be made on or before the third
     anniversary of the Closing Date.

          11.6 Maximum and DeMinimis Amounts.

          (a)  The maximum amount of indemnification which can be
     required of Sellers in the aggregate under Section
     11.2(I)(c) for any breach of any representation or warranty
     set forth in Section 5.1 (or any portion thereof), Section
     11.2(II) and Section 11.2(I)(a) shall not exceed
     $10,000,000.

          (b)  Sellers shall not be required to indemnify, defend
     or hold Buyer harmless from and against any Liabilities
     under Section 11.2(I)(c) with respect to any breach of any
     representation or warranty (without giving effect to any
     limitations as to "materiality," "substantial," "Material
     Adverse Effect," or "material adverse change" set forth
     therein) (other than a breach of any representation and
     warranty described in Sections 5.1(d) or (l) or 5.2) unless
     and until the amount of such Liabilities equals $375,000 in
     the aggregate (the "Threshold Amount") in which event
     Sellers shall be obligated to indemnify Buyer, and Buyer may
     assert its right to indemnification hereunder to the full
     extent of all Liabilities relating to such breach, including
     Liabilities that are less than the Threshold Amount.

          11.7 Exclusions.  No limitation set forth in
     Sections 11.5 or 11.6 shall apply with respect to any
     representations and warranties made by any Seller which any
     Seller knew were untrue or false.

          11.8 Dispute Resolution.  (a) In the event that any
party to this Agreement or the Securityholders' Agreement has any
claim, right or cause of action against any other party to this
Agreement or the Securityholders' Agreement, which the parties
shall be unable to settle by agreement between themselves, such
claim, right or cause of action, to the extent that the relief
sought by such party is for monetary damages or awards, shall be
submitted to non-binding mediation, pursuant to clause (b) below,
and if not successfully mediated, determined by arbitration in
accordance with the provisions of this Section 11.8.

          (b)  The party or parties requesting mediation shall
     serve upon the other or others a demand therefor, in
     writing, specifying the matter to be submitted to mediation.
     Within ten (10) business days after receipt of such written
     demand, the parties shall agree in writing to the
     appointment of a mutually acceptable mediator, who shall fix
     a time and place of the mediation which shall be as soon as
     conveniently possible (but in no event later than ten (10)
     business days after the appointment of the mediator), at
     which time and place the parties to the controversy shall
     appear and be heard with respect to the right, claim or
     cause of action.  If the parties do not agree upon a
     mediator within the time specified, the matter shall proceed
     to arbitration under the procedures set forth in this
     Section 11.8.  At mediation, each party shall present such
     testimony, examinations and investigations in accordance
     with such procedures and regulations as may be determined by
     the mediator and shall also recommend to the mediator a
     monetary award to be adopted by the mediator.  After hearing
     the parties in regard to the matter in dispute, the mediator
     shall adopt as his or her determination with respect to such
     claim, right or cause of action, within ten (10) business
     days of the completion of the examination, by decision
     signed in writing (together with a brief written statement
     of the reasons for adopting such recommendation), one of the
     recommendations submitted by the parties to the dispute and
     shall grant no other relief or remedy.  The decision of said
     mediator shall be non-binding and may be appealed by any
     party to arbitration under the arbitration procedures set
     forth in this Section 11.8  The expense and cost of
     mediation, including fees and expenses of counsel to the
     parties, shall be borne by the party or parties whose
     recommendation was not adopted by the mediator.

          (c)  The party or parties requesting arbitration shall
     serve upon the other or others a demand therefor, in
     writing, specifying the matter to be submitted to
     arbitration, and nominating a competent disinterested person
     to act as an arbitrator.  Within ten (10) business days
     after receipt of such written demand and nomination, the
     other party or parties shall, in writing, nominate a
     competent disinterested person, and the two (2) arbitrators
     so designated shall, within ten (10) business days
     thereafter, select a third arbitrator.  The three (3)
     arbitrators shall give immediate written notice of such
     selection to the parties and shall fix in said notice a time
     and place of the meeting of the arbitrators which shall be
     as soon as conveniently possible (but in no event later than
     ten (10) business days after the appointment of the third
     arbitrator), at which time and place the parties to the
     controversy shall appear and be heard with respect to the
     right, claim or cause of action.

          (d)  In case the notified party or parties shall fail
     to make a selection upon notice within the time period
     specified in Section 11.8(c), the party asserting such claim
     shall appoint an arbitrator on behalf of the notified party.
     In the event that the first two (2) arbitrators selected
     shall fail to agree upon a third arbitrator within ten (10)
     business days after their selection, then such arbitrator
     may, upon application made by either of the parties to the
     controversy, be appointed by any judge of any United States
     court of record having jurisdiction in the State of
     Wisconsin.

          (e)  At arbitration, each party shall present such
     testimony, examinations and investigations in accordance
     with such procedures and regulations as may be determined by
     the arbitrators and shall also recommend to the arbitrators
     a monetary award to be adopted by the arbitrators as the
     complete disposition of such claim, right or cause of
     action.  After hearing the parties in regard to the matter
     in dispute, the arbitrators shall adopt as their
     determination with respect to such claim, right or cause of
     action, within ten (10) business days of the completion of
     the examination, by majority decision signed in writing
     (together with a brief written statement of the reasons for
     adopting such recommendation), one of the recommendations
     submitted by the parties to the dispute and shall grant no
     other relief or remedy.  The decision of said arbitrators,
     absent fraud, duress or manifest error, shall be final and
     binding upon the parties to such controversy and may be
     enforced in any court of competent jurisdiction.

          (f)  The expense and cost of arbitration, including
     fees and expenses of counsel to the parties, shall be borne
     by the party or parties whose recommendation was not adopted
     by the arbitrator.

          (g)  Notwithstanding any other provisions of this
     Section 11.8, in the event that a party against whom any
     claim, right or cause of action is asserted commences, or
     has commenced against it, bankruptcy, insolvency or similar
     proceedings, the party or parties asserting such claim,
     right or cause of action shall have no obligations under
     this Section 11.8 and may assert such claim, right or cause
     of action in the manner and forum it deems appropriate,
     subject to applicable laws.  No determination or decision by
     the mediator or arbitrators pursuant to this Section 11.8
     shall limit or restrict the ability of any party hereto to
     obtain or seek in any appropriate forum, any relief or
     remedy that is not a monetary award or money damages.

          (h)  Any reference to any judicial decision or
     determination by any court contained herein, in the
     Securityholders' Agreement, in the Debentures or in any
     other agreement executed pursuant hereto, shall include any
     decision of a mediator by which the parties have agreed to
     be bound, and any decision of arbitrators reached pursuant
     to this Section 11.8.

                   ARTICLE XII  MISCELLANEOUS

          12.1 Amendments.  This Agreement may be amended only by
a writing executed by Buyer and the Representative, acting on
behalf of Sellers.

          12.2 Entire Agreement.  This Agreement, the
Confidentiality Agreement dated September 14, 1999 between
Bowles, Hollowell, Conner (on behalf of Sellers) and HON (the
"Seller Confidentiality Agreement"), the letter agreement
regarding confidentiality dated November 19, 1999 among HON,
Allied, AFC, Madison, Minocqua and Bowles, Hollowell, Conner
(together with the Seller Confidentiality Agreement, the
"Confidentiality Agreements") and the other agreements expressly
provided for herein and the Schedules hereto, set forth the
entire understanding of the parties hereto with respect to the
subject matter hereof, and supersede all prior contracts,
agreements, arrangements, communications, discussions,
representations and warranties, whether oral or written, between
the parties.

          12.3 Governing Law.  This Agreement shall in all
respects be governed by and construed in accordance with the laws
of the State of  Wisconsin, without regard to its conflicts of
law doctrine.  Each Seller hereby agrees to submit to the
personal jurisdiction of the state or federal courts located in
the State of Wisconsin, and hereby appoint the Representative, as
its agent for purpose of service of process in any such state or
federal court.  Notwithstanding the foregoing, any party may
initiate and prosecute any legal proceeding or seek enforcement
of any judgment in any proper court having jurisdiction in the
United States or elsewhere.

          12.4 Notices.  Any notice, request or other
communication required or permitted hereunder shall be in writing
and shall be deemed to have been duly given (a) when received if
personally delivered, (b) within five (5) days after being sent
by registered or certified mail, return receipt requested,
postage prepaid, (c) within twelve (12) hours after being sent by
telecopy, with confirmed answerback, or (d) within one (1)
business day of being sent by priority delivery by established
overnight courier, to the parties at their respective addresses
set forth below.

       To Sellers:       Ron F. Skoronski
                         6709 Watts Road
                         Madison, Wisconsin  53719

       With a copy to:   Axley Brynelson, LLP
                         Manchester Place
                         2 East Mifflin Street, Suite 200
                         Madison, WI 53703
                         Fax No.:  (608) 257-5444
                         Attention:  Bruce Harms

       To Buyer or HON:  Hearth Technologies Inc.
                         c/o HON INDUSTRIES Inc.
                         414 East Third Street
                         Muscatine, IA 52761
                         Attention:  Chief Financial Officer

       With a copy to:   HON INDUSTRIES Inc.
                         414 East Third Street
                         Muscatine, IA 52761
                         Attention:  General Counsel

                  and:   Jones, Day, Reavis & Pogue
                         77 West Wacker, 35th Floor
                         Chicago, Illinois 60601-1692
                         Fax No.:  (312) 782-8585
                         Attention:  Elizabeth C. Kitslaar

Any party by written notice to the others given in accordance
with this Section 12.4 may change the address or the Persons to
whom notices or copies thereof shall be directed.

       12.5 Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, and all of which together will constitute one and the
same instrument.

       12.6 Assignment.  This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of each party
hereto, but no rights, obligations or liabilities hereunder shall
be assignable by (a) any Seller without the prior written consent
of Buyer, or (b) Buyer without the consent of the Representative.

       12.7 Waivers.  Except as otherwise provided herein, Buyer
or Sellers may waive in writing compliance by the other parties
hereto (to the extent such compliance is for the benefit of the
party giving such waiver) with any of the terms, covenants or
conditions contained in this Agreement or in any of the other
Transaction Documents (except such as may be imposed by law).
Any waiver by any party of any violation of, breach of, or
default under, any provision of this Agreement or any of the
other Transaction Documents, by any other party shall not be
construed as, or constitute, a continuing waiver of such
provision, or waiver of any other violation of, breach of or
default under any other provision of this Agreement or any of the
other Transaction Documents.

       12.8 Third Parties.  Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or
give any Person or entity other than Buyer, Sellers and the
Representative any rights or remedies under or by reason of this
Agreement.

       12.9 Schedules.  The Schedules attached to this Agreement
are incorporated herein and shall be part of this Agreement for
all purposes.

       12.9 Headings.  The headings in this Agreement are solely
for convenience of reference and shall not be given any effect in
the construction or interpretation of this Agreement.

       12.10     Certain Definitions.

       (a)  For purposes of this Agreement, the term "Affiliate"
  shall mean any Person that directly, or indirectly through one
  or more Persons, controls, is controlled by, or is under common
  control with, the Person specified or, directly or indirectly,
  is related to or otherwise associated with any such Person or
  entity.

       (b)  For purposes of this Agreement and of any other
  Transaction Document, the phrases, "to the best knowledge",
  "knowledge", "Sellers' knowledge" or "Seller's knowledge" shall
  be deemed to include all information that is actually known
  after due inquiry or, in the exercise of reasonable diligence
  in light of the scope of such person's authority and
  responsibilities with any Company or Seller, should be known,
  by any of the following individuals:  Skoronski, Sorensen,
  Steve Frederickson or Dennis Smith.

       12.11     Remedies Not Exclusive.  Except with respect to
matters for which a remedy is provided by Article XI, no remedy
conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy and each remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder or hereafter existing at law or in equity
or by statute or otherwise.  No remedy shall be deemed to be a
limitation on the amount or measure of damages resulting from any
breach of this Agreement.  The election of any one or more
remedies shall not constitute a waiver of the right to pursue
other available remedies.

       12.12     Gender and Number.   The masculine, feminine or
neuter gender and the singular or plural number shall each be
deemed to include the others whenever the context so indicates.

       12.13     Attorney's Fees.  In the event of any dispute
among the parties hereto arising out of or related to this
Agreement involving mediation, arbitration and/or litigation, the
parties agree, except as may be otherwise agreed by the parties
or ordered by any mediator, arbitrator or court of competent
jurisdiction, that the party or parties against whom a final
determination is made will reimburse the other party or parties
for all fees, costs and expenses of counsel incurred by such
party or parties with respect to such mediation, arbitration
and/or litigation.

       IN WITNESS WHEREOF, the parties have caused their duly
authorized representatives to execute this Agreement as of the
date first above written.
            

                              
                                /s/ Ron F. Skoronski
                              Ron F. Skornonski
                              
                              
                                /s/ Kirk R. Sorensen
                              Kirk R. Sorensen
                              
                              
                              MADISON FIRE PLACE, INC.
                              
                              
                              By /s/ Ron F. Skoronski
                                Ron F. Skoronski, President
                              
                              
                              FIREPLACE & SPA, INC.
                              
                              
                              By /s/ Ron F. Skoronski
                                Ron F. Skornonski, Chairman
                              
                              
                              THE MINOCQUA FIREPLACE COMPANY
                              
                              
                              By /s/ Ron F. Skoronski
                                Ron F. Skoronski, President
                              
                              
                              RON F. SKORONSKI
                              
                              
                                /s/ Ron F. Skoronski
                              Ron F. Skoronski, as
                              Representative
                              
                              
                              HEARTH TECHNOLOGIES INC.
                              
                              
                              By  /s/ Daniel C. Shimek
                                Daniel C. Shimek, President
                              
                              
                              HON INDUSTRIES INC.
                              
                              
                              By  /s/  David C. Stuebe
                                David C. Stuebe
                                Vice President and Chief
                                Financial Officer