{"id":43130,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-thor-industries-inc-and-keystone.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-thor-industries-inc-and-keystone","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-thor-industries-inc-and-keystone.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Thor Industries Inc. and Keystone RV Co."},"content":{"rendered":"<pre>================================================================================\n\n\n                          Agreement and Plan of Merger\n\n\n                                  by and among\n\n                             Thor Acquisition Corp.,\n                             Thor Industries, Inc.,\n                               Keystone RV Company\n                                       and\n                  certain parties listed on the signature pages\n                                 attached hereto\n\n\n\n                                November 9, 2001\n\n\n================================================================================\n\n\n\n\n\n\n\n                                Table of Contents\n\n                                                                            Page\n                                                                            ----\n                                                                                \nArticle I The Merger...........................................................2\n\n         SECTION 1.01          The Merger......................................2\n         SECTION 1.02          Effective Time..................................2\n         SECTION 1.03          Effects of the Merger...........................3\n         SECTION 1.04          Certificate of Incorporation and By-laws........3\n         SECTION 1.05          Directors.......................................3\n         SECTION 1.06          Officers........................................3\n         SECTION 1.07          Tax Consequences................................3\n\nArticle II Merger Consideration; Conversion of Securities; \n        Adjustment; Escrow.....................................................4\n\n         SECTION 2.01          Merger Consideration............................4\n         SECTION 2.02          Cancellation and Conversion of the Capital \n                               Stock and Stock Options of the Company and \n                               Acquisition Subsidiary..........................6\n         SECTION 2.03          Exchange Procedure; Payment.....................7\n         SECTION 2.04          Adjustment of Merger Consideration..............8\n         SECTION 2.05          Escrow.........................................10\n\nArticle III Representations And Warranties Of The Company \n        And The Principal Shareholder.........................................13\n\n         SECTION 3.01          Organization; Good Standing....................13\n         SECTION 3.02          Capitalization; Title to Shares................13\n         SECTION 3.03          Subsidiaries...................................14\n         SECTION 3.04          Authority Relative to this Agreement...........14\n         SECTION 3.05          Consents and Approvals; No Violations..........14\n         SECTION 3.06          Financial Statements...........................15\n         SECTION 3.07          Absence of Undisclosed Liabilities.............16\n         SECTION 3.08          Absence of Certain Changes or Events...........16\n         SECTION 3.09          Company's Agreements...........................17\n         SECTION 3.10          Real Property..................................18\n         SECTION 3.11          Machinery and Equipment........................19\n         SECTION 3.12          Inventories....................................20\n         SECTION 3.13          Accounts Receivable............................20\n         SECTION 3.14          Intellectual Property Rights...................20\n         SECTION 3.15          Licenses.......................................21\n         SECTION 3.16          Title to Assets................................21\n         SECTION 3.17          Corporate Minute Books; Bank Accounts..........21\n         SECTION 3.19          Employees; Benefit Plans.......................23\n         SECTION 3.20          Insurance......................................26\n         SECTION 3.21          Litigation.....................................26\n         SECTION 3.22          Compliance with Laws...........................27\n         SECTION 3.23          NHTSA; Other Safety Standards..................27\n\n                                       \n\n\n         SECTION 3.24          Product Liability; Product Recalls.............27\n         SECTION 3.25          Warranties.....................................28\n         SECTION 3.26          Dealer Network; Rebates and Refunds............28\n         SECTION 3.27          Environmental Matters..........................28\n         SECTION 3.28          Disclosure.....................................30\n         SECTION 3.29          Tax Matters....................................31\n         SECTION 3.30          Exclusive Representations and Warranties.......31\n\nArticle IV Representations and Warranties of Parent and \n        Acquisition Subsidiary................................................33\n\n         SECTION 4.01          Organization; Good Standing....................33\n         SECTION 4.02          Authority Relative to this Agreement...........33\n         SECTION 4.03          Consents and Approvals; No Violations..........33\n         SECTION 4.04          Validity of Shares Issued......................34\n         SECTION 4.05          Capitalization of Acquisition Subsidiary.......34\n         SECTION 4.06          Litigation.....................................34\n         SECTION 4.07          SEC Reports; Financial Statements..............35\n         SECTION 4.08          Tax Matters....................................35\n         SECTION 4.09          Exclusive Representations and Warranties.......35\n\nArticle V Conduct and Transactions Prior to Closing...........................36\n\n         SECTION 5.01          Conduct of Business............................36\n         SECTION 5.02          Certain Changes or Events......................36\n         SECTION 5.03          Access to Information..........................37\n         SECTION 5.04          Non-Solicitation...............................37\n         SECTION 5.05          Additional Agreements..........................37\n         SECTION 5.06          Communications with Agencies...................38\n         SECTION 5.07          HSR Act Compliance.............................38\n         SECTION 5.08          Public Disclosure..............................38\n         SECTION 5.09          Books and Records..............................38\n         SECTION 5.10          Supplements to and Amendments of the \n                               Disclosure Schedule............................38\n         SECTION 5.11          Tax Matters....................................39\n\nArticle VI Conditions to Closing..............................................39\n\n         SECTION 6.01          Conditions to Obligations of Parent and \n                               Acquisition Subsidiary.........................39\n         SECTION 6.02          Conditions to Obligations of the Company \n                               and the Holders................................42\n\nArticle VII Closing...........................................................43\n\n         SECTION 7.01          Closing Date...................................43\n         SECTION 7.02          Deliveries by the Company and the Holders......43\n         SECTION 7.03          Deliveries by Parent and \n                               Acquisition Subsidiary.........................44\n         SECTION 7.04          Further Assurances.............................44\n\nArticle VIII Private Placement; Restrictions On Transfer; \n             Registration Statement...........................................45\n\n                                       \n\n\n         SECTION 8.01          Securities Act Compliance......................45\n         SECTION 8.02          Restrictions on Transfer.......................46\n         SECTION 8.03          Legends........................................47\n         SECTION 8.04          Registration of Parent Common Stock............47\n\nArticle IX Survival; Indemnification..........................................48\n\n         SECTION 9.01          Survival Past Closing..........................48\n         SECTION 9.02          Indemnification by the Holders.................48\n         SECTION 9.03          Indemnification by Parent and \n                               Acquisition Subsidiary.........................49\n         SECTION 9.04          Limitation on Indemnification..................49\n         SECTION 9.05          Exclusive Remedy...............................50\n         SECTION 9.06          Indemnification Procedures.....................50\n\nArticle X Termination of Agreement............................................52\n\n         SECTION 10.01         Events of Termination..........................52\n         SECTION 10.02         Effect of Termination..........................52\n\nArticle XI Finder's Fees......................................................53\n\n\nArticle XII Notices...........................................................53\n\n\nArticle XIII Miscellaneous....................................................56\n\n         SECTION 13.01         Expenses.......................................56\n         SECTION 13.02         Entire Agreement...............................56\n         SECTION 13.03         Amendments and Waivers.........................56\n         SECTION 13.04         Successors and Assigns.........................57\n         SECTION 13.05         Governing Law..................................57\n         SECTION 13.06         Severability...................................57\n         SECTION 13.07         No Third-Party Beneficiaries...................57\n         SECTION 13.08         Attorneys' Fees................................57\n         SECTION 13.09         Remedies.......................................57\n         SECTION 13.10         Consent to Jurisdiction and Service of \n                               Process........................................58\n         SECTION 13.11         Counterparts...................................58\n         SECTION 13.12         Certain References; Captions...................58\n         SECTION 13.13         Interpretation.................................58\n         SECTION 13.14         Guaranty by Parent.............................59\n         SECTION 13.15         Holder Representatives.........................59\n         SECTION 13.16         Knowledge......................................60\n         SECTION 13.17         Material Adverse Effect........................60\n         SECTION 13.18         Company Director and Officer \n                               Indemnification................................60\n         SECTION 13.19         Defined Terms..................................60\n\nEXHIBITS\n\n         EXHIBIT 1.02               Forms of Certificate of Merger\n         EXHIBIT 2.01               Form of Certificate of Designation\n\n                                       \n\n\n         EXHIBIT 2.05(a)            Form of Escrow Agreement\n         EXHIBIT 2.05(b)(i)         Form of Letter Agreement\n         EXHIBIT 2.05(b)(ii)        Form of Additional Escrow Agreement\n         EXHIBIT 6.01(e)            Form of Opinion of Counsel for the Company \n                                    and the Holders\n         EXHIBIT 6.02(e)            Form of Opinion of Counsel for Parent and \n                                    Acquisition Subsidiary\n         EXHIBIT 7.02(d)            Form of Non-Competition Agreement\n         EXHIBIT 7.02(f)            Form of Holder Release\n         EXHIBIT 8.02               Form of Stock Restriction Agreement\n         EXHIBIT 8.04               Form of Registration Rights Agreement\n\nANNEXES\n\n         ANNEX 2.04(c)              Thor Warranty Reserve Formula\n         ANNEX 6.01(a)              Additional Closing Covenants and Conditions\n         ANNEX 6.01(c)              Consents Required to be Obtained\n         ANNEX 6.01(i)              Liens Not Required to be Released or \n                                    Terminated by the Company\n         ANNEX 9.02(iii)            Additional Matters\n\n\n\n\n\n\n\n                          Agreement and Plan of Merger\n                          ----------------------------\n\n\n                Agreement  and plan of merger dated as of November 9, 2001 (this\n\"Agreement\")  by and  among  Thor  Acquisition  Corp.,  a  Delaware  corporation\n ---------\n(\"Acquisition  Subsidiary\"),  Thor  Industries,  Inc.,  a  Delaware  corporation\n  -----------------------\n(\"Parent\"),  Keystone RV Company,  an Indiana  corporation (the \"Company\"),  the\n  ------                                                         -------\nshareholders of the Company whose names are listed at the foot of this Agreement\n(the  \"Shareholders\"),  the  holders of the  Company  Stock  Options (as defined\n       ------------\nbelow) whose names are listed at the foot of this Agreement (the \"Optionholders\"\n                                                                  -------------\nand,  together  with the  Shareholders,  collectively  referred to herein as the\n\"Holders\"),  and H. Coleman Davis, III and Joseph F. Trustey, as representatives\n -------\nof the Holders (each, a \"Holder  Representative\"  and collectively,  the \"Holder\n                         ----------------------                           ------\nRepresentatives\").\n---------------\n\n                              W I T N E S S E T H:\n                               - - - - - - - - - -\n\n\n                WHEREAS, the Company is engaged in the business (the \"Business\")\n                                                                      --------\nof  manufacturing  and  marketing  recreational  vehicles,  consisting of travel\ntrailers and fifth-wheel vehicles (the \"Product\");\n                                        -------\n\n                WHEREAS,   the  Company   desires  to  merge  with   Acquisition\nSubsidiary and Acquisition  Subsidiary  desires to merge with the Company,  upon\nthe terms and  subject to the  conditions  set forth  herein,  whereby  (i) each\nissued and outstanding  share of voting common stock,  par value $.01 per share,\nof the Company  (the  \"Company  Common  Stock\") and each issued and  outstanding\n                       ----------------------\nshare of Series B convertible  preferred stock, par value $.01 per share, of the\nCompany (the \"Company Convertible  Preferred Stock\") will be converted into cash\n              ------------------------------------\nand either (x) shares of common stock,  par value $.10 per share, of Parent (the\n\"Parent  Common Stock\") or (y) shares of Series A convertible  preferred  stock,\npar value $.10 per share, of Parent (the \"Parent  Preferred  Stock\"),  (ii) each\n                                          ------------------------\nissued and outstanding  share of Series A redeemable  preferred stock, par value\n$.01 per share, of the Company (the \"Company  Redeemable  Preferred  Stock\" and,\n                                     -------------------------------------\ntogether with the Company Convertible Preferred Stock,  collectively referred to\nherein as the \"Company  Preferred  Stock\") will be converted into cash and (iii)\n               -------------------------\neach issued and outstanding option to purchase shares of Company Common Stock (a\n\"Company  Stock  Option\") will be canceled and the holders  thereof will receive\n ----------------------\ncash and either shares of Parent Common Stock or Parent Preferred Stock, in such\namounts, in such proportion and in such manner as hereinafter described;\n\n                WHEREAS,  subject to the matter described on Schedule 3.02(a) of\n                                                             ----------------\nthe Disclosure Schedule, the Shareholders own, and will own immediately prior to\nthe Closing (as defined in Section 7.01), of record and beneficially, all of the\nCompany Common Stock and Company Preferred Stock, and the Optionholders own, and\nwill own immediately prior to the Closing,  of record and  beneficially,  all of\nthe Company  Stock  Options,  and have agreed to cause the Company to enter into\nthis Agreement and  consummate the  transactions  contemplated  hereby,  and, in\ntheir capacity as shareholders and  optionholders,  to enter into this Agreement\nand consummate the transactions contemplated hereby; and\n\n                                       \n\n\n                WHEREAS,  in the case that the  Merger is a Forward  Merger  (as\ndefined in Section 1.01(a)), it is intended for U.S. federal income tax purposes\nthat the Merger  shall  constitute  a  \"reorganization\"  within  the  meaning of\nSection  368(a) of the Internal  Revenue Code of 1986,  as amended (the \"Code\"),\n                                                                         ----\nand that this Agreement shall constitute a \"plan of reorganization\" for purposes\nof Section 368 of the Code.\n\n                NOW THEREFORE,  in  consideration of the promises and the mutual\nagreements,  covenants,  representations  and warranties herein  contained,  the\nparties hereto agree as follows: \n\n                                   ARTICLE I\n                                   THE MERGER\n\nSECTION 1.01    The  Merger.  Upon the terms and subject to the  conditions  set\n                -----------\nforth in this Agreement, and in accordance with the Delaware General Corporation\nLaw (the \"DGCL\") and the Indiana Business  Corporation Law (the \"IBCL\"),  at the\n          ----                                                   ----\nEffective Time (as defined in Section 1.02):\n\n        (a)     If, (i) on the last trading day preceding the Closing Date,  the\nclosing price of a share of Parent  Common Stock on the New York Stock  Exchange\n(the \"Closing Stock Price\") is $29.00 or greater per share,  or (ii) the Closing\n      -------------------\nStock Price is less than $29.00 per share,  but Parent  receives the tax opinion\ndescribed in Section 6.01(j),  and the Company shall so elect, the Company shall\nbe merged with and into  Acquisition  Subsidiary (the \"Forward  Merger\").  After\n                                                       ---------------\ngiving effect to the Forward  Merger,  the separate  corporate  existence of the\nCompany shall cease and Acquisition  Subsidiary  shall continue as the surviving\ncorporation  (the  \"Forward  Merger  Surviving  Corporation\"),  and  Acquisition\n                    ---------------------------------------\nSubsidiary  shall  succeed to and assume all the rights and  obligations  of the\nCompany in accordance with the DGCL; or\n\n        (b)     If the condition to a Forward Merger pursuant to Section 1.01(a)\nabove is not satisfied, Acquisition Subsidiary shall be merged with and into the\nCompany (the \"Reverse  Merger\").  After giving effect to the Reverse Merger, the\n              ---------------\nseparate  corporate  existence  of  Acquisition  Subsidiary  shall cease and the\nCompany  shall  continue  as the  surviving  corporation  (the  \"Reverse  Merger\n                                                                 ---------------\nSurviving  Corporation\"),  and the Company  shall  succeed to and assume all the\n----------------------\nrights and obligations of Acquisition Subsidiary in accordance with the IBCL.\n\n        For purposes of this  Agreement (i) the term \"Merger\"  shall mean either\n                                                      ------\nthe Forward Merger or the Reverse Merger, whichever is applicable,  and (ii) the\nterm  \"Surviving  Corporation\"  shall mean either the Forward  Merger  Surviving\n       ----------------------\nCorporation  or  the  Reverse  Merger   Surviving   Corporation,   whichever  is\napplicable.  \n\nSECTION 1.02    Effective Time. The parties shall prepare, execute and deliver a\n                --------------\ncertificate of merger and\/or other  appropriate  documents in substantially  the\nform(s)  annexed hereto as Exhibit 1.02 (in any such case, the  \"Certificate  of\n                           ------------                          ---------------\nMerger\") in accordance with the relevant provisions of the DGCL and the IBCL and\n------\nfile same with the Secretary of State of the State of Delaware and the Secretary\nof  State  of the  State of  Indiana,  respectively.  The  Merger  shall  become\neffective  upon the filing of the  Certificate  of Merger with the  Secretary of\nState  of the  State of  Delaware  (in the case of the  Forward  Merger)  or the\nSecretary  of State of the State of Indiana (in the case of the Reverse  Merger)\nor at such  subsequent  time or date as Parent and the  Company  shall agree and\n\n                                       2\n\n\nspecify  in the  Certificate  of Merger.  The time at which the  Merger  becomes\neffective is referred to in this Agreement as the \"Effective Time\". In addition,\n                                                   --------------\nin the case  that the  Merger  is a  Reverse  Merger,  Parent  shall  cause  the\nCertificate of Designation  (as defined in Section  2.01(a)(ii)(B))  to be filed\nwith the Secretary of State of the State of Delaware at the Effective Time.\n\nSECTION 1.03    Effects of the  Merger.  At and after the  Effective  Time,  the\n                ----------------------\nSurviving Corporation shall succeed to and possess, without further act or deed,\nall of the estate, rights,  privileges,  powers and franchises,  both public and\nprivate, and all of the property,  real, personal, and mixed, of the Company and\nAcquisition Subsidiary;  all debts due to the Company and Acquisition Subsidiary\nshall be vested in the Surviving  Corporation;  all claims,  demands,  property,\nrights,  privileges,  powers and  franchises  and every  other  interest  of the\nCompany and Acquisition  Subsidiary  shall be as effectively the property of the\nSurviving  Corporation as they were of the Company and  Acquisition  Subsidiary,\nrespectively;  the title to any real estate  vested by deed or  otherwise in the\nCompany and Acquisition Subsidiary shall not revert or be in any way impaired by\nreason of the  Merger,  but shall be vested in the  Surviving  Corporation;  all\nrights  of  creditors  and all  liens  upon  any  property  of the  Company  and\nAcquisition  Subsidiary  shall be preserved  unimpaired,  limited in lien to the\nproperty  affected by such lien at the  Effective  Time of the  Merger;  and all\ndebts,  liabilities,  and duties of the Company and Acquisition Subsidiary shall\nthenceforth  attach to the Surviving  Corporation and may be enforced against it\nto the same extent as if such debts, liabilities and duties had been incurred or\ncontracted by it.\n\nSECTION 1.04    Certificate of Incorporation and By-laws.\n                ----------------------------------------\n\n                (a)     The   Certificate   of   Incorporation   of  Acquisition\nSubsidiary,  as in effect  immediately prior to the Effective Time, shall be the\nCertificate  of  Incorporation  of the Surviving  Corporation  until  thereafter\nchanged or amended as provided therein or by applicable law.\n\n                (b)     The  By-laws  of  Acquisition  Subsidiary  as in  effect\nimmediately  prior to the  Effective  Time shall be the By-laws of the Surviving\nCorporation  until  thereafter  changed  or amended  as  provided  therein or by\napplicable law.\n\nSECTION 1.05    Directors.  The directors of Acquisition  Subsidiary immediately\n                ---------\nprior to the Effective Time shall be the directors of the Surviving  Corporation\nuntil the  earlier of their  resignation  or removal or until  their  respective\nsuccessors are duly elected and qualified, as the case may be.\n\nSECTION 1.06    Officers. The officers of the Acquisition Subsidiary immediately\n                --------\nprior to the Effective  Time shall be the officers of the Surviving  Corporation\nuntil the  earlier of their  resignation  or removal or until  their  respective\nsuccessors are duly elected and qualified, as the case may be; provided, that H.\n                                                               --------\nColeman  Davis,  III  shall  be  appointed  as the  President  of the  Surviving\nCorporation effective immediately after the Effective Time.\n\nSECTION 1.07    Tax  Consequences.  In the case  that the  Merger  is a  Forward\n                -----------------\nMerger,  it is intended by the parties hereto that, for U.S.  federal income tax\n\n                                        3\n\n\n\npurposes,  the Merger shall constitute a \"reorganization\"  within the meaning of\nSection 368(a) of the Code, and that each of Parent,  Acquisition Subsidiary and\nthe Company shall be a party,  within the meaning of Section 368(b) of the Code,\nto the  \"reorganization.\"  In such case,  the parties  hereto  hereby adopt this\nAgreement  as  a  \"plan  of  reorganization\"  within  the  meaning  of  Sections\n1.368-2(g) and 1.368-3(a) of the U.S. Treasury  Regulations.  Accordingly,  both\nprior to and after the  Closing  Date,  the books and  records of Parent and the\nSurviving  Corporation  shall be  maintained,  and all tax returns and schedules\nthereto shall be filed,  in a manner  consistent with the Merger being qualified\nas a  tax-free  merger  under  Section  368(a)  of the Code  (unless  a court of\ncompetent jurisdiction renders a determination (as defined in Section 1313(a)(1)\nof the Code) that the Merger does not qualify as such).  Each party hereto shall\nprovide to each of the other parties hereto such information,  reports,  returns\nand schedules as may reasonably be required to assist in accounting or reporting\nthe Merger as being so qualified.\n\n                                   ARTICLE II\n       MERGER CONSIDERATION; CONVERSION OF SECURITIES; ADJUSTMENT; ESCROW\n\nSECTION 2.01    Merger Consideration.\n                --------------------\n\n        (a)     Merger  Consideration;  Cash\/Stock  Ratio.  The total  amount of\n                -----------------------------------------\nconsideration to be paid by Parent or Acquisition  Subsidiary (i) for all of the\nshares of Company Common Stock and Company  Preferred Stock,  (ii) in respect of\nall Company Stock Options and (iii) on account of the Company  Expense  Payments\npursuant  to  Section  13.01(b),  shall be One  Hundred  Fifty  Million  Dollars\n($150,000,000)  (the \"Merger  Consideration\"),  which amount shall be subject to\n                      ---------------------\nadjustment in accordance  with Section 2.04. The Merger  Consideration  shall be\npaid as follows:\n\n                (i)     fifty-five  percent  (55%) of the  Merger  Consideration\n                (the \"Cash  Portion\") shall be paid in cash,  without  interest;\n                      -------------\n                and\n\n                (ii)    forty-five  percent  (45%) of the  Merger  Consideration\n                (the \"Stock Portion\") shall be paid as follows:\n                      -------------\n                                                                   \n\n                        (A)     In the case that the Merger is a Forward Merger,\n                        the  Stock  Portion  shall be that  number  of shares of\n                        Parent  Common  Stock  determined  by  dividing  (x) the\n                        amount of the Stock  Portion by (y) $30.00 (the  \"Common\n                                                                          ------\n                        Stock Stated Value\"); or\n                        ------------------\n\n                        (B)     In the case that the Merger is a Reverse Merger,\n                        the  Stock  Portion  shall be that  number  of shares of\n                        Parent  Preferred Stock,  having the rights,  powers and\n                        preferences  set forth in the Certificate of Designation\n                        substantially in the form annexed hereto as Exhibit 2.01\n                                                                    ------------\n                        (the  \"Certificate  of   Designation\"),   determined  by\n                               -----------------------------\n                        dividing  (x) the  amount  of the Stock  Portion  by (y)\n                        $100.00 (the \"Preferred Stock Stated Value\").\n                                      ----------------------------\n\n                                       4\n\n\n        The ratio of the Cash Portion to the Stock Portion (i.e., 55% to 45%) is\nreferred to herein as the \"Cash\/Stock Ratio\". \n                           ----------------\n\n        (b)     Payment of Merger  Consideration.  Subject to Section 2.05,  the\n                --------------------------------\nMerger Consideration shall be paid as follows:\n\n                (i)     in cash,  in payment  of the  Company  Expense  Payments\n                pursuant to Section 13.01(b);\n\n                (ii)    in cash,  to (A) the holders of the  Company  Redeemable\n                Preferred  Stock,  on a per share basis,  the original  purchase\n                price of such Company Redeemable  Preferred Stock of $100.00 per\n                share,  plus all accrued and unpaid  dividends  on such  Company\n                Redeemable  Preferred  Stock  through and  including the Closing\n                Date (as  defined in Section  7.01),  and (B) the holders of the\n                Company  Convertible  Preferred Stock, on a per share basis, all\n                accrued  and  unpaid  dividends  on  such  Company   Convertible\n                Preferred Stock through and including the Closing Date;\n\n                (iii)   in  cash  and  either  Parent  Common  Stock  or  Parent\n                Preferred  Stock,  as the case may be, (in  accordance  with the\n                Adjusted  Cash\/Stock Ratio, as defined below), to the holders of\n                the Company Stock Options, an amount in respect thereof equal to\n                the  product of (A) the excess of the Merger  Consideration  Per\n                Common Share (as defined below) over the exercise price thereof,\n                if any,  and (B) the  number of shares of Common  Stock  subject\n                thereto (such  payment to be net of taxes  required by law to be\n                withheld with respect thereto). For purposes hereof, the \"Merger\n                                                                          ------\n                Consideration Per Common Share\" shall mean the quotient obtained\n                ------------------------------\n                by  dividing  (A) the sum of (x) the  Merger  Consideration  (as\n                adjusted pursuant to Section 2.04(a)(i)),  less the amounts paid\n                pursuant to clauses (i) and (ii)  above,  and (y) the  aggregate\n                exercise   price  of  all  Company  Stock  Options   vested  and\n                exercisable  immediately prior to the Effective Time, by (B) the\n                sum of (x) the number of shares of Company  Common  Stock issued\n                and outstanding immediately prior to the Effective Time, (y) the\n                number of shares of Company  Convertible  Preferred Stock issued\n                and  outstanding   immediately   prior  to  the  Effective  Time\n                (calculated  on an  as-converted  basis),  and (z) the number of\n                shares of Company  Common Stock  issuable  upon  exercise of the\n                Company Stock Options prior to the Effective Time,  assuming the\n                full vesting and exercise of such Company Stock Options; and\n\n                (iv)    in  cash  and  either  Parent  Common  Stock  or  Parent\n                Preferred  Stock,  as the case may be, (in  accordance  with the\n                Adjusted  Cash\/Stock  Ratio),  to the holders of Company  Common\n                Stock and Company Convertible  Preferred Stock (calculated on an\n                as-converted  basis,  after giving  effect to the payment of any\n                dividends  thereon  pursuant to clause (ii)(B) above),  on a per\n                share  basis,  the  excess of (A) the Merger  Consideration  (as\n                adjusted pursuant to Section  2.04(a)(i)) over (B) the aggregate\n\n                                       5\n\n\n                of the portion of the Merger  Consideration  payable pursuant to\n                clauses (i), (ii) and (iii) of this Section 2.01(b).\n\n        For the purposes of this  Agreement,  the  \"Adjusted  Cash\/Stock  Ratio\"\n                                                    ---------------------------\nshall  mean the  ratio of (A) the Cash  Portion,  less (x) the  Company  Expense\nPayments  made  pursuant  to Section  2.01(b)(i)  and Section  13.01(b)  and (y)\npayments in respect of the Company  Redeemable  Preferred  Stock and accrued and\nunpaid  dividends  on  the  Company  Redeemable   Preferred  Stock  and  Company\nConvertible  Preferred  Stock made pursuant to Section  2.01(b)(ii),  to (B) the\nStock Portion.\n\n        (c)     Calculation of Payments;  Method of Payment.  Not later than two\n                -------------------------------------------\n(2) business days prior to the Closing,  the Holder  Representatives  shall give\nParent and Acquisition  Subsidiary a notice stating the amounts payable pursuant\nto each of clauses (i), (ii), (iii) and (iv) of Section  2.01(b),  together with\nthe names and tax  identification  numbers of the recipients of each of the Cash\nPortion and the Stock  Portion.  Subject to Section  2.05,  all  payments of the\nStock Portion shall be made by delivery of fully paid and  nonassessable  shares\nof Parent  Common  Stock (in the case of a Forward  Merger) or Parent  Preferred\nStock (in the case of a Reverse  Merger).  Subject to Section 2.05, all payments\nof the  Cash  Portion  shall be paid on the  Closing  Date by wire  transfer  of\nimmediately  available funds to an account or accounts  designated by the Holder\nRepresentatives not later than two (2) business days prior to the Closing.\n\nSECTION 2.02    Cancellation  and  Conversion  of the  Capital  Stock  and Stock\n                ----------------------------------------------------------------\nOptions of the Company and  Acquisition  Subsidiary.  At the Effective  Time, by\n---------------------------------------------------\nvirtue of the  Merger  and  without  any action on the part of the holder of any\nshares of capital stock of the Company, Parent or Acquisition Subsidiary:\n\n        (a)     Capital  Stock  of  Acquisition  Subsidiary.   Each  issued  and\n                -------------------------------------------\noutstanding  share of common stock of Acquisition  Subsidiary shall be converted\ninto and shall become one validly issued,  fully paid and nonassessable share of\ncommon stock of the Surviving Corporation.\n\n        (b)     Cancellation  of Treasury  Stock.  Each share of Company  Common\n                --------------------------------\nStock that is owned by the Company as treasury  stock  immediately  prior to the\nEffective  Time shall  automatically  be canceled and retired and shall cease to\nexist and no consideration shall be delivered in exchange therefor.\n\n        (c)     Conversion of the Company Redeemable Preferred Stock. Each share\n                ----------------------------------------------------\nof Company Redeemable  Preferred Stock issued and outstanding  immediately prior\nto the Effective Time shall be converted,  on a per share basis,  into the right\nto receive, in cash, the amounts described in Section 2.01(b)(ii)(A).\n\n        (d)     Cancellation of the Company Stock Options.  Immediately prior to\n                -----------------------------------------\nthe Effective Time, each issued and outstanding Company Stock Option, whether or\nnot then exercisable or vested,  shall become fully  exercisable and vested.  At\nthe  Effective  Time,  each  Company  Stock  Option  which  is then  issued  and\noutstanding shall be canceled and in consideration of such cancellation,  Parent\nshall pay to the holders of the Company Stock  Options the amounts  described in\n\n                                       6\n\n\nSection 2.01(b)(iii). No payment shall be made with respect to any Company Stock\nOption having an exercise price greater than the Merger Consideration Per Common\nShare.\n\n        (e)     Conversion of the Company  Common Stock and Company  Convertible\n                ----------------------------------------------------------------\nPreferred  Stock.  All of the shares of the  Company  Common  Stock and  Company\n----------------\nConvertible  Preferred Stock  (calculated on an  as-converted  basis) issued and\noutstanding  immediately  prior to the  Effective  Time (other than shares to be\ncanceled in accordance with Section 2.02(b)) shall be converted,  on a per share\nbasis, into the right to receive the amounts  described in Section  2.01(b)(iv).\nIn addition,  the holders of Company  Convertible  Preferred Stock shall receive\nthe amounts specified in Section 2.01(b)(ii)(B).\n\nSECTION 2.03    Exchange Procedure; Payment.\n                ---------------------------\n\n        (a)     Exchange Procedure.  At the Effective Time all shares of Company\n                ------------------\nCommon  Stock and Company  Preferred  Stock shall no longer be  outstanding  and\nshall  automatically  be canceled and shall cease to exist, and each holder of a\ncertificate  that  immediately  prior to the Effective Time represented any such\nshares (a  \"Certificate\")  shall cease to have any rights with respect  thereto,\n            -----------\nexcept the right to receive its allocable share of the Merger  Consideration  in\naccordance  with Sections  2.01 and 2.02.  Upon  surrender of a Certificate  for\ncancellation,  the Shareholder shall be entitled to receive in exchange therefor\nthe amount of cash and\/or either Parent Common Stock or Parent  Preferred Stock,\nas the  case  may  be,  into  which  the  shares  formerly  represented  by such\nCertificate  shall have been converted  pursuant to Sections 2.02(c) and (e) and\nthe Certificate so surrendered shall forthwith be canceled.\n\n        (b)     Fractional  Shares.  In no event shall any  fractional  share of\n                ------------------\nParent  Common Stock or Parent  Preferred  Stock,  as the case may be, be issued\npursuant  to this  Article  II.  Instead,  each  Holder who  otherwise  would be\nentitled  to  receive  a  fractional  share of  Parent  Common  Stock or  Parent\nPreferred  Stock,  as the case may be, shall  receive an amount of cash equal to\nthe product of the same fraction  multiplied by the Common Stock Stated Value or\nthe Preferred Stock Stated Value, as the case may be.\n\n        (c)     Adjustments.  Any  shares  of Parent  Common  Stock to be issued\n                -----------\nhereunder shall be of Parent Common Stock as constituted on the date hereof, and\nsuch shares shall be appropriately  adjusted for stock splits,  stock dividends,\ncombinations or reclassifications of shares, reorganization, recapitalization or\nother similar change in such common stock occurring  between the date hereof and\nthe Closing Date, if any.\n\n        (d)     No Further  Ownership  Rights in Company Common Stock or Company\n                ----------------------------------------------------------------\nPreferred  Stock. All cash and Parent Common Stock or Parent Preferred Stock, as\n----------------\nthe case may be, paid upon the surrender of a Certificate in accordance with the\nterms of this Article II shall be deemed to have been paid in full  satisfaction\nof all  rights  pertaining  to the  shares of  Company  Common  Stock or Company\nPreferred Stock formerly represented by such Certificate.\n\n        (e)     Lost  Certificates.  If any  Certificate  shall  have been lost,\n                ------------------\nstolen or destroyed,  upon the making of an affidavit of that fact by the person\nclaiming such Certificate to be lost,  stolen or destroyed,  Parent shall pay in\n\n                                       7\n\n\nrespect of such lost,  stolen or destroyed  Certificate  the  applicable  Merger\nConsideration.\n\n        (f)     Dividends  in  Connection  with Parent  Common  Stock and Parent\n                ----------------------------------------------------------------\nPreferred Stock. Dividends or other distributions made in connection with Parent\n---------------\nCommon Stock or Parent Preferred Stock, as the case may be, shall be distributed\nonly to those of the Holders who have  surrendered  their  Certificates or whose\nCompany Stock  Options have been  canceled and who have  received  Parent Common\nStock or Parent Preferred Stock, as the case may be, therefor in accordance with\nthis Article II.\n\n        (g)     Withholding Rights.  Parent and Acquisition  Subsidiary shall be\n                ------------------\nentitled  to  deduct  and   withhold   from  the  Cash  Portion  of  the  Merger\nConsideration  otherwise  payable  pursuant to this  Agreement  to any holder of\nshares of Company  Common Stock or Company  Preferred  Stock or of Company Stock\nOptions such amounts as Parent or Acquisition  Subsidiary are required to deduct\nand withhold  with  respect to the making of such payment  under the Code or any\nprovision of state,  local or foreign tax law. To the extent that amounts are so\nwithheld  and  paid  over to the  appropriate  taxing  authority  by  Parent  or\nAcquisition  Subsidiary such withheld  amounts shall be treated for all purposes\nof this  Agreement  as having  been paid to the  holder of the shares of Company\nCommon Stock or Company  Preferred Stock or any Company Stock Options in respect\nof which  such  deduction  and  withholding  was made by Parent  or  Acquisition\nSubsidiary.\n\nSECTION 2.04    Adjustment of Merger Consideration.\n                ----------------------------------\n\n        (a)     The Merger Consideration will be adjusted upward or downward, on\na dollar for dollar basis, to the extent that the Company's  shareholder  equity\nas of the  Closing  Date as finally  determined  in  accordance  with  generally\naccepted accounting  principles (\"GAAP\"),  applied on a consistent basis, except\n                                  ----\nas otherwise set forth in Sections 2.04(c) and 13.01(c)  (\"Shareholder  Equity\")\n                                                           -------------------\nis  greater  than  or  less  than  Twenty  Million  Dollars  ($20,000,000).  The\nShareholder Equity shall be determined as follows:\n\n                (i)     For  purposes  of  determining  the amount of the Merger\n                Consideration  to be paid on the Closing Date,  the  Shareholder\n                Equity  will be  determined  in the same  manner  as it is to be\n                determined  in preparing the Audited  Closing  Balance Sheet (as\n                defined below), except that it shall be based upon the unaudited\n                balance  sheet of the  Company  as of  September  30,  2001 (the\n                \"Estimated  Closing Balance  Sheet\").  The Company shall deliver\n                the Estimated  Closing  Balance Sheet to Parent and  Acquisition\n                Subsidiary  not later than three (3) business  days prior to the\n                Closing.\n\n                (ii)    In  order  to  conclusively  determine  the  Shareholder\n                Equity as of the Closing Date,  Parent,  with the cooperation of\n                the Holders, will cause a balance sheet of the Company as of the\n                Closing  Date (the  \"Closing  Balance  Sheet\") to be prepared as\n                                     -----------------------\n                promptly as  practicable  following  the Closing Date and Parent\n                will  engage  Deloitte &amp; Touche LLP (\"D&amp;T\") to audit the Closing\n                                                      ---\n                Balance Sheet (as audited, the \"Audited Closing Balance Sheet\").\n                                                -----------------------------\n\n                                       8\n\n\n                The Audited  Closing  Balance Sheet shall be prepared based upon\n                the Company's books and records in accordance with GAAP, applied\n                on a consistent basis, except as otherwise set forth in Sections\n                2.04(c) and 13.01(c). The parties will use their reasonable best\n                efforts to cause D&amp;T to complete and deliver the Audited Closing\n                Balance  Sheet to Parent and the Holder  Representatives  within\n                sixty  (60) days after  D&amp;T's  receipt  of the  Closing  Balance\n                Sheet.  The parties shall  cooperate with D&amp;T in connection with\n                such audit,  and shall  provide D&amp;T with all books,  records and\n                other papers necessary for such purpose.\n\n                (iii)   The  Audited  Closing  Balance  Sheet shall be final and\n                binding on the  parties,  unless  within  thirty (30) days after\n                receipt thereof the Holder  Representatives  shall give Parent a\n                notice of  objection  (an  \"Objection  Notice\").  The  Objection\n                                            -----------------\n                Notice  shall  specify  each item the  Holders  object to in the\n                Audited  Closing  Balance Sheet,  together with a calculation of\n                each  disputed   amount,   and  shall  include  all   supporting\n                calculations  and data used in that  determination.  Any item in\n                the Audited Closing Balance Sheet that is not objected to in the\n                Objection  Notice shall be deemed  agreed and shall be final and\n                binding on the parties.\n\n                (iv)    In the event an  Objection  Notice is given,  Parent and\n                the Holder Representatives,  together with D&amp;T and the Company's\n                auditors,  Ernst &amp; Young LLP (\"E&amp;Y\"), shall meet in an effort to\n                                               ---\n                resolve any  objection and arrive at a final  determination.  If\n                Parent and the Holder  Representatives are unable to arrive at a\n                final  determination  within  ten (10) days  after an  Objection\n                Notice  is  given,  the  matter  shall be  submitted  for  final\n                determination   to  a  firm  of  independent   certified  public\n                accountants  upon  which the Holder  Representatives  and Parent\n                mutually agree (the  \"Independent  Firm\").  The Independent Firm\n                                      -----------------\n                shall make a final determination in writing as to all matters in\n                dispute within thirty (30) days after its appointment;  and such\n                determination  shall  be  final  and  binding  on  the  parties;\n                provided   that    notwithstanding    the   Independent   Firm's\n                --------\n                determination of the Shareholder Equity, for purposes hereof the\n                Shareholder  Equity  shall  be  neither  less  than  the  amount\n                specified in the Audited  Closing Balance Sheet nor greater than\n                the amount specified in the Objection Notice.\n\n                (v)     Parent  shall  pay any fees  owing to D&amp;T in  connection\n                with this  Section,  and the Holders shall pay any fees owing to\n                E&amp;Y in  connection  with  this  Section.  Any fees  owing to the\n                Independent  Firm in connection  with this Section shall be paid\n                in direct  proportion to the amounts of the disputed  items that\n                are lost by the Holders or Parent, as the case may be.\n\n        (b)     Method of Adjustment.  In the event that the Shareholder  Equity\n                --------------------\nas finally  determined  pursuant to this Section is greater than the Shareholder\nEquity as determined  pursuant to the Estimated  Closing  Balance Sheet,  Parent\nwill pay such  difference  to the Holders in  additional  cash and Parent Common\nStock or Parent  Preferred  Stock,  as the case may be,  which  shall be paid in\n\n                                       9\n\n\naccordance with the Cash\/Stock  Ratio, with the value of the Parent Common Stock\nto be based  on the  Common  Stock  Stated  Value  and the  value of the  Parent\nPreferred  Stock to be based on the  Preferred  Stock  Stated  Value;  provided,\n                                                                       --------\nhowever,  if payments  made under this Section  2.04(b) in  accordance  with the\n-------\nCash\/Stock  Ratio would  result in the total  number of shares of Parent  Common\nStock or Parent  Preferred  Stock  (calculated on an  as-converted  basis) being\ndelivered pursuant to this Article II to exceed 2,250,000 shares, Parent, at its\noption, may elect to pay cash in lieu of Parent Common Stock or Parent Preferred\nStock,  as the case may be,  for any  shares in excess  thereof  (at a per share\nprice equal to the Common  Stock  Stated  Value or the  Preferred  Stock  Stated\nValue, as the case may be); provided,  further, that any such election by Parent\n                            --------   -------\nshall be limited to such extent as is necessary  so that the Forward  Merger (if\napplicable) shall have the tax consequences  described in Section 1.07. Any such\npayment to the  Holders  shall be paid to the  Holders,  pro rata,  based on the\n                                                         --- ----\nrespective  portion of the Merger  Consideration that each Holder is entitled to\nreceive  pursuant  to  Sections  2.01(b)(iii)  and (iv).  In the event  that the\nShareholder Equity as finally  determined  pursuant to this Section is less than\nthe Shareholder  Equity as determined  pursuant to the Estimated Closing Balance\nSheet,  such  difference  shall be withdrawn from the Escrowed Funds (as defined\nbelow) in accordance  with the  Cash\/Stock  Ratio,  with the value of the Parent\nCommon  Stock to be based on the Common  Stock Stated Value and the value of the\nParent  Preferred  Stock to be based on the Preferred  Stock Stated  Value,  and\ndelivered to Parent in accordance with Section 2.05(a)(i).\n\n        (c)     Shareholder  Equity.  For  purposes of  determining  Shareholder\n                -------------------\nEquity,  (i) the Shareholder  Equity shall be increased by the amount of any Tax\nBenefit (as defined below) the Company or the Surviving  Corporation arising out\nof or attributable to the exercise (or cancellation pursuant to Section 2.02(d))\nof the Company  Stock  Options  (whether  or not  permitted  by GAAP),  (ii) the\nCompany Redeemable  Preferred Stock, and any accrued and unpaid dividends on the\nCompany  Redeemable  Preferred  Stock and on the Company  Convertible  Preferred\nStock  (whether  or not  declared),  shall be  included  in the  calculation  of\nShareholder  Equity,  (iii) the Estimated  Closing Balance Sheet and the Audited\nClosing  Balance  Sheet shall not reflect  any asset for any sums  deposited  in\ncourt in  connection  with the  matter  described  on  Schedule  3.02(a)  of the\nDisclosure  Schedule  (as  defined  below)  or any  subscription  receivable  in\nconnection  with such matter,  nor any liability or reserve in  connection  with\nsuch  matter,  (iv) the Audited  Closing  Balance  Sheet  shall have  accrued or\nreserved thereon each of the items specified in this Agreement as being required\nto be  accrued  or  reserved  on  the  Audited  Closing  Balance  Sheet,  in the\nrespective amounts specified herein and, further, all such accruals and reserves\nshall be  determined  as if the Audited  Closing  Balance  Sheet were a year-end\nbalance  sheet  of the  Company,  and  (v)  the  warranty  reserve  used  in the\npreparation  of the  Estimated  Closing  Balance  Sheet and the Audited  Closing\nBalance  Sheet in each case shall be adjusted to reflect the reserve which would\nbe required if it were calculated in accordance  with the Thor Warranty  Reserve\nFormula annexed hereto as Annex 2.04(c).\n                          -------------\n\nSECTION 2.05    Escrow.\n                ------\n\n        (a)     Notwithstanding  anything  to the  contrary  contained  in  this\nArticle  II, on the  Closing  Date,  there  shall be  deducted  from the  Merger\nConsideration  payable pursuant to Sections 2.01(b)(iii) and (iv), on a pro rata\nbasis, the sum of Twenty Million Dollars  ($20,000,000)  (the \"Escrowed Funds\"),\n                                                               --------------\nwhich sum will be deposited into an interest bearing escrow account,  to be held\nby The Chase Manhattan Bank (the \"Escrow Agent\") pursuant to an escrow agreement\n                                  ------------\n\n                                       10\n\n\nto be entered into on the Closing Date among Parent, the Surviving  Corporation,\nthe Holders,  the Holder  Representatives  and the Escrow Agent in substantially\nthe form  annexed  hereto as  Exhibit  2.05(a)  (the  \"Escrow  Agreement\").  The\n                              ----------------         -----------------\nEscrowed Funds will be deposited in accordance with the Cash\/Stock  Ratio (i.e.,\n55% of the  Escrowed  Funds will be cash and 45% of the  Escrowed  Funds will be\nshares of Parent  Common Stock or Parent  Preferred  Stock,  as the case may be,\ntogether with duly endorsed blank stock powers) valued based on the Common Stock\nStated Value or the Preferred Stock Stated Value, respectively,  as indicated in\nSection  2.01(a)(ii).  In addition,  any shares of Parent Common Stock or Parent\nPreferred  Stock, as the case may be, issued from time to time after the Closing\nDate in respect of the shares of Parent Common Stock or Parent  Preferred  Stock\nincluded in the Escrowed Funds by virtue of any stock split,  stock combination,\nstock dividend or reclassification of shares,  reorganization,  recapitalization\nor similar  change  shall be  immediately  deposited  into the  escrow  account,\ntogether with duly  endorsed  blank stock powers,  and shall,  upon deposit,  be\ndeemed to be part of the Escrowed Funds for all purposes hereunder. The Escrowed\nFunds will secure (x) any  adjustments to the Merger  Consideration  as provided\nfor in Section  2.04,  and (y) the Holders'  indemnification  obligations  under\nArticles IX and XI of this  Agreement.  The Escrowed  Funds will be withdrawn or\nreleased as follows:\n\n                (i)     upon the final  determination of the Shareholder  Equity\n                in accordance  with Section  2.04,  (A) if Parent is entitled to\n                receive any adjustment of the Merger  Consideration,  the amount\n                of such adjustment shall be withdrawn from the Escrowed Funds in\n                accordance  with Section 2.04,  and paid to Parent,  within five\n                (5) days after such final determination,  and (B) there shall be\n                withdrawn from the Escrowed  Funds the amounts  necessary to pay\n                any fees payable by the Holders to E&amp;Y and the Independent Firm,\n                as applicable,  pursuant to Section 2.04(a)(v),  such amounts to\n                be paid directly to E&amp;Y and the Independent Firm, as applicable;\n\n                (ii)    following  the final  determination  of the  Shareholder\n                Equity in accordance  with Section 2.04 and the  withdrawal,  if\n                any,  of  Escrowed  Funds as  provided  in clause (i)  above,  a\n                portion of the  Escrowed  Funds will be  released to the Holders\n                (in accordance  with the Cash\/Stock  Ratio) such that the sum of\n                $15,000,000  (with the value of the Parent  Common  Stock or the\n                Parent  Preferred  Stock, as the case may be, to be based on the\n                Common Stock Stated Value or the  Preferred  Stock Stated Value,\n                respectively) will remain as Escrowed Funds; provided,  however,\n                that if less than  $15,000,000  (valued in the  manner  provided\n                above) shall remain after the  withdrawal  as provided in clause\n                (i)  above,  each  Holder,  within  five  (5)  days  after  such\n                withdrawal,  shall  deposit  such  additional  cash and, at each\n                Holder's  option,  shares  of  Parent  Common  Stock  or  Parent\n                Preferred  Stock,  as the  case  may be  (valued  in the  manner\n                provided above,  but not to exceed  forty-five  percent (45%) of\n                the  amount  required  to be  deposited)  as needed to cause the\n                Escrowed Funds to be $15,000,000 (such deposit to be made by the\n                Holders, pro rata, based on the respective portion of the Merger\n                Consideration  that each  Holder is  entitled  to receive  under\n                Sections 2.01(b)(iii) and (iv)); and\n\n                                       11\n\n\n                (iii)   the   remaining    Escrowed    Funds    (including   any\n                undistributed interest earned thereon), if any, will be released\n                to the  Holders on the first  (1st)  anniversary  of the Closing\n                Date;  provided,  however,  that if  prior to such  first  (1st)\n                       --------   -------\n                anniversary  Parent  or the  Surviving  Corporation  shall  give\n                notice  of a claim or claims  for  indemnification  pursuant  to\n                Articles IX or XI of this Agreement, then: (A) if any such claim\n                is resolved prior to such first (1st)  anniversary,  by judicial\n                determination or otherwise, any sums due Parent or the Surviving\n                Corporation  shall be withdrawn from the Escrowed Funds and paid\n                to Parent or the  Surviving  Corporation,  within  five (5) days\n                after such resolution;  or (B) if any such claim is not resolved\n                prior to such first (1st) anniversary, the amount of such claim,\n                plus  the  reasonably   estimated   amount  of  legal  fees  and\n                disbursements to be incurred in connection  therewith,  shall be\n                retained as Escrowed  Funds  until such claim is  resolved.  Any\n                amounts to be withdrawn or to be retained pursuant to clause (A)\n                or (B) above shall be withdrawn or  retained,  respectively,  as\n                follows: (x) if such claim is a Third Party Claim (as defined in\n                Section 9.06(b)),  first from Escrowed Funds consisting of cash,\n                and  thereafter  from  shares of Parent  Common  Stock or Parent\n                Preferred  Stock,  as the case may be,  and (y) if such claim is\n                not a Third Party Claim, in accordance with the Cash\/Stock Ratio\n                or, at the option of the Holder  Representatives,  in cash.  For\n                purposes of  determining  the number of shares of Parent  Common\n                Stock (if  applicable)  to be  withdrawn  or to be  retained  as\n                Escrowed Funds under this clause (iii),  the Parent Common Stock\n                shall be deemed to have a value equal to the Common Stock Stated\n                Value.  For  purposes  of  determining  the  number of shares of\n                Parent  Preferred Stock (if applicable) to be withdrawn or to be\n                retained as Escrowed  Funds under this clause (iii),  the Parent\n                Preferred  Stock  shall be deemed  to have a value  equal to the\n                Preferred Stock Stated Value.\n\n        Any Escrowed Funds released to the Holders shall be paid to the Holders,\npro rata, based on the respective portion of the Merger  Consideration that each\nHolder is entitled  to receive  pursuant to Section  2.01(b)(iii)  and (iv),  it\nbeing  agreed that no Escrowed  Funds shall be released to any Holder in respect\nof the Company Redeemable Preferred Stock.\n\n        (b)     In addition,  notwithstanding anything to the contrary contained\nin this Article II, on the Closing Date, there shall be deducted from the Merger\nConsideration  payable pursuant to Sections 2.01(b)(iii) and (iv), on a pro rata\n                                                                        --- ----\nbasis,  an  additional  sum, in cash,  in the amount (the  \"Additional  Escrowed\n                                                            ----------  --------\nFunds\") specified in the letter agreement to be entered into on the Closing Date\n-----\namong   Parent,   the  Surviving   Corporation,   the  Holders  and  the  Holder\nRepresentatives  in substantially the form annexed hereto as Exhibit  2.05(b)(i)\n                                                             -------------------\n(the \"Letter  Agreement\").  The Additional Escrowed Funds will be deposited into\n      -----------------\nan interest bearing escrow account to be held by the Escrow Agent pursuant to an\nescrow  agreement  to be entered  into on the  Closing  Date among  Parent,  the\nSurviving  Corporation,  the Holders, the Holder  Representatives and the Escrow\nAgent in  substantially  the form  annexed  hereto as Exhibit  2.05(b)(ii)  (the\n                                                      -------------------\n\"Additional  Escrow  Agreement\",   and,  together  with  the  Escrow  Agreement,\n -----------------------------\ncollectively,  the \"Escrow  Agreements\"),  and will be  withdrawn or released in\n                    ------------------\naccordance  with the terms of the Letter  Agreement  and the  Additional  Escrow\nAgreement.\n\n\n                                       12\n\n\n                                  ARTICLE III\n   REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER\n\n         Except as set forth on the disclosure schedule, with specific reference\nto the Section or subsection of this Agreement to which the  information  stated\nin such  disclosure  relates  (the  \"Disclosure  Schedule\"),  the Company and H.\n                                     --------------------\nColeman Davis, III (the \"Principal  Shareholder\") hereby represent,  warrant and\n                         ---------  -----------\nagree,  as of the date of this Agreement and as of the Closing Date, as follows,\neach of which  representations,  warranties and agreements shall be deemed to be\nindependently  material  and to have been relied upon by Parent and  Acquisition\nSubsidiary:\n\nSECTION 3.01    Organization;  Good Standing.  The Company is a corporation duly\n                ----------------------------\norganized,  validly existing and in good standing under the laws of the State of\nIndiana,  has full power and authority,  corporate and other, to own and operate\nits property  (including the operation of leased property),  and to carry on the\nBusiness as it is now being  conducted,  and is duly  qualified or licensed as a\nforeign  corporation to do business and is in good standing in each jurisdiction\n(all of which other  jurisdictions,  if any, are listed on Schedule 3.01 hereto)\n                                                           -------------\nin which the  character  of the  property  owned or the  nature of the  business\ntransacted by it makes such qualification or licensing necessary, except that if\nthe Company is not so qualified in any such jurisdiction it can become qualified\nwithout any Material  Adverse  Effect (as defined in Section  13.17)  (including\nassessment  of state taxes for prior  years).  True and  complete  copies of the\nCompany's  Articles of  Incorporation  and  By-laws  (including  all  amendments\nthereto),  as in  effect  on the  date  hereof,  have  been  delivered,  or made\navailable, to Parent and Acquisition Subsidiary.\n\nSECTION 3.02    Capitalization; Title to Shares.\n                -------------------------------\n\n        (a)     The  Company's  authorized  capital  stock  consists  solely  of\n10,000,000 shares of Company Common Stock, 1,000,000 shares of non-voting common\nstock,  par value $.01 per share (the \"Company  Non-Voting  Common Stock\"),  and\n                                       ---------------------------------\n2,000,000 shares of Company  Preferred Stock. As of the date hereof,  there are,\nand as of the Closing Date there will be, (i) 14,026.45  issued and  outstanding\nshares of Company Common Stock, (ii) no issued and outstanding shares of Company\nNon-Voting Common Stock,  (iii) 112,564 issued and outstanding shares of Company\nPreferred  Stock  (consisting of 99,000 shares of Company  Redeemable  Preferred\nStock and 13,564 shares of Company Convertible  Preferred Stock), (iv) no shares\nof Company  Common  Stock or  Company  Preferred  Stock  held by the  Company as\ntreasury  shares,  and (v) 9,394.43  shares of Company Common Stock reserved for\nissuance  upon  conversion  of Company  Convertible  Preferred  Stock and 948.25\nshares of Company  Common  Stock  reserved  for  issuance  upon the  exercise of\noutstanding  Company Stock  Options.  All  outstanding  shares of Company Common\nStock and Company  Preferred  Stock are and will on the Closing  Date be validly\nissued,  fully  paid and  nonassessable.  Subject  to the  matter  described  on\nSchedule  3.02(a),  the  Shareholders  own,  of  record,  all of the  issued and\n----------------\noutstanding  shares of Company  Common Stock and Company  Preferred  Stock.  The\nOptionholders own, of record, all of the Company Stock Options.\n\n                                       13\n\n\n        (b)     Schedule  3.02(b)  is a true  and  complete  list as of the date\n                -----------------\nhereof,  of all issued and  outstanding  shares of the Company  Common Stock and\nCompany Preferred Stock, and the names and number of shares owned by each of the\nholders  thereof.  Each  Shareholder  owns,  of record,  the number of shares of\nCompany Common Stock and Company Preferred Stock,  respectively,  set forth next\nto such Shareholder's name on Schedule 3.02(b).\n\n        (c)     Schedule  3.02(c) is a true and  complete  list,  as of the date\n                -----------------\nhereof, of all outstanding  Company Stock Options,  the number of shares subject\nto each such Company Stock Option,  the grant dates and exercise  prices thereof\nand the names of the holders thereof.  Each  Optionholder  owns, of record,  the\nCompany  Stock  Options set forth next to such  Optionholder's  name on Schedule\n3.02(c).\n\n        (d)     Except  as  set   forth   above,   there   are  no   outstanding\nsubscriptions,  options,  rights,  warrants or other  commitments  entitling any\nperson to purchase or otherwise  subscribe  for or acquire any shares of capital\nstock of the Company or any security convertible into or exchangeable for shares\nof capital stock of the Company, nor is there presently outstanding any security\nconvertible into or exchangeable for shares of capital stock of the Company, nor\nhas the Company entered into any agreement with respect to any of the foregoing.\nThe Company has no obligation  to  repurchase,  redeem or otherwise  acquire any\nshares of capital stock of, or other equity or voting interests in, the Company.\nThere are no irrevocable  proxies and no voting  agreements to which the Company\nis a party  with  respect  to any shares of the  capital  stock or other  voting\nsecurities of the Company.\n\nSECTION 3.03    Subsidiaries.  The  Company  does not have,  nor has the Company\n                ------------\never had,  any  subsidiaries,  and the Company does not own, nor has the Company\never owned,  directly or  indirectly,  any capital  stock of, or other equity or\nvoting interests in, any corporation,  partnership,  limited liability  company,\njoint venture, association or other entity.\n\nSECTION 3.04    Authority  Relative to this Agreement.  The Company has the full\n                -------------------------------------\nlegal right,  power and capacity and all authority and approval  required by law\nto enter into this  Agreement and the documents and  instruments  to be executed\nand  delivered  by it  pursuant  hereto,  and to perform  fully its  obligations\nhereunder and thereunder. The execution, delivery and performance by the Company\nof this Agreement and the documents and instruments to be executed and delivered\nby it  pursuant  hereto have been duly  authorized  by all  requisite  corporate\naction  (including  all action  required  of the  Company's  Board of  Directors\n(including any committees of the Board of Directors,  to the extent  applicable)\nand the  Shareholders),  and no other  corporate  proceedings on the part of the\nCompany are necessary to approve this Agreement or the documents and instruments\nto be  executed  and  delivered  by it pursuant  hereto,  or to  consummate  the\ntransactions  contemplated  hereby or thereby.  This Agreement and the documents\nand  instruments  to be executed and delivered  pursuant  hereto are and will be\nduly executed and delivered by the Company and are and will be the legal,  valid\nand binding obligations of the Company enforceable against it in accordance with\ntheir terms.\n\nSECTION 3.05    Consents and Approvals; No Violations.\n                -------------------------------------\n\n        (a)     Except for applicable  requirements  of the Securities  Exchange\nAct of 1934, as amended (the  \"Exchange  Act\"),  the  Securities Act of 1933, as\n                               -------------\namended  (the  \"Securities  Act\"),  state Blue Sky laws,  the  Hart-Scott-Rodino\n                ---------------\n\n                                       14\n\n\nAntitrust  Improvements  Act of 1976, as amended (the \"HSR Act\"),  the filing of\n                                                       -------\nthe  Certificate  of  Merger  as  required  by the DGCL and the  IBCL,  and,  if\napplicable,  the filing of the  Certificate  of  Designation  as required by the\nDGCL, no filing or registration with, and no permit,  authorization,  consent or\napproval  of,  any  public  body or  authority,  including  courts of  competent\njurisdiction,  domestic or foreign (\"Governmental Entity\"), is necessary for the\n                                     -------------------\nconsummation by the Company of the transactions contemplated by this Agreement.\n\n        (b)     Neither the  execution  and  delivery of this  Agreement  or the\ndocuments and  instruments to be executed and delivered  pursuant  hereto by the\nCompany nor the  consummation  by the Company of the  transactions  contemplated\nhereby or thereby,  nor  compliance  by the Company  with any of the  provisions\nhereof  or  thereof,  will (i)  conflict  with or  result  in any  breach of any\nprovision  of the  Articles of  Incorporation  or By-laws of the  Company,  (ii)\nresult in a violation or breach of, or constitute (with or without due notice or\nlapse of time or  both) a  default  or give  rise to any  right of  termination,\ncancellation or  acceleration of or loss of a material  benefit under, or result\nin the creation of any Lien (as defined below) (except for Permitted  Liens,  as\ndefined  below) in or upon any of the properties or assets of the Company under,\nor give rise to any increased,  additional,  accelerated or guaranteed rights or\nentitlements under, or require any consent, approval or notice under, any of the\nterms, conditions or provisions of any note, bond, mortgage, indenture, license,\ncontract,  agreement,  lease or other  instrument  or  obligation  to which  the\nCompany  is a party or by which it or any of its  properties  or  assets  may be\nbound, or (iii) violate any order, writ,  injunction,  decree,  statute, rule or\nregulation  applicable to the Company or any of its properties or assets, except\nin the case of (ii) or (iii) for  violations,  breaches or defaults  which would\nnot,  in the  aggregate,  have a Material  Adverse  Effect  and which  would not\nprevent or materially delay the  consummation of the  transactions  contemplated\nhereby.  For purposes of this Agreement,  the term \"Liens\" shall mean all liens,\n                                                    -----\npledges, mortgages,  security interests,  claims, charges and other encumbrances\nof any kind or nature  whatsoever,  and the term  \"Permitted  Liens\"  shall mean\n                                                   ----------------\nLiens for taxes, assessments or governmental charges, or landlords', mechanics',\nmaterialmen's,   supplier's  or  similar  Liens,  in  each  case  that  are  not\ndelinquent,  which  are  being  contested  in good  faith,  and  which  are not,\nindividually or in the aggregate, material.\n\nSECTION 3.06    Financial  Statements.  Schedule  3.06 hereto  contains  (a) the\n                ---------------------   --------------\nbalance  sheet  of  the  Company  as  of  December  31,  2000,  1999  and  1998,\nrespectively,  and the related  statement of income,  retained earnings and cash\nflow for the fiscal years then ended,  together with the notes thereto,  audited\nby E&amp;Y, certified public  accountants,  with respect to the years ended 2000 and\n1999, and McGladrey &amp; Pullen LLP (\"M&amp;P\"),  certified  public  accountants,  with\n                                   ---\nrespect to the year ended 1998 (collectively, the \"Audited Statements\"); and (b)\n                                                   ------------------\nthe unaudited  balance  sheet of the Company as of September  30, 2001,  and the\nrelated unaudited  statement of income,  retained earnings and cash flow for the\nnine-month   period  then  ended,   prepared  by  the  Company  (the  \"Unaudited\n                                                                       ---------\nStatements\").  All such statements  (collectively,  the \"Financial  Statements\")\n----------                                               ---------------------\nhave been  prepared  in  conformity  with GAAP  applied  on a  consistent  basis\nthroughout the periods involved and fairly present in all material  respects the\nfinancial  position of the Company as of the dates  indicated and the results of\nthe Company's operations and cash flows for the periods then ended (subject,  in\nthe case of the Unaudited  Statements,  to normal and recurring  year-end  audit\nadjustments, none of which, individually or in the aggregate, are expected to be\nmaterial and the absence of footnotes otherwise required under GAAP).\n\n                                       15\n\n\nSECTION 3.07    Absence of Undisclosed Liabilities.  Except as and to the extent\n                ----------------------------------\nreflected or reserved against in the 2000 Audited Statements, the Company had no\nliabilities or obligations  that are required to be recorded in accordance  with\nGAAP, as of the date thereof (other than  obligations  of continued  performance\nunder the Company's  Agreements  (as defined in Section  3.09(a)) and other than\ncommitments and arrangements incident to the normal conduct of business that are\nnot  required to be  disclosed  on Schedule  3.09(a) or (b)),  known or unknown,\nsecured or unsecured  (whether  accrued,  absolute,  contingent  or  otherwise),\nincluding,  without limitation,  tax liabilities due or to become due. Except as\nand to the extent reflected or reserved against in the Unaudited Statements, the\nCompany has incurred no  liabilities  or  obligations  since  December 31, 2000,\nother than  current  liabilities  incurred  in the  ordinary  course of business\nconsistent   with  past  practice  or  in  connection   with  the   transactions\ncontemplated hereby.\n\nSECTION 3.08    Absence of Certain  Changes or Events.  Since December 31, 2000,\n                -------------------------------------\nthe Company has conducted its business  only in the ordinary  course  consistent\nwith past practice,  and there has not occurred any event or condition which has\nor may reasonably be expected to have a Material  Adverse Effect,  and,  without\nlimiting the generality of the  foregoing,  the Company has not (a) incurred any\nobligation  or  liability,  secured or  unsecured  (whether  accrued,  absolute,\ncontingent  or  otherwise),  whether  due  or  to  become  due,  except  current\nliabilities in the ordinary course of business  consistent with past practice or\nthose  reflected on the Unaudited  Statements,  (b)  discharged or satisfied any\nLien (except for Permitted Liens),  or paid any obligation or liability,  except\ncurrent  liabilities  becoming due in the ordinary course of business consistent\nwith past  practice,  (c) mortgaged,  pledged,  or subjected to Lien (except for\nPermitted  Liens)  any  of  the  Company's   properties  or  assets,  (d)  sold,\ntransferred,  licensed or otherwise disposed of any of the Company's  properties\nor assets other than in the  ordinary  course of business  consistent  with past\npractice,  (e) increased the compensation  payable or to become payable by it to\nany of its directors, officers, employees or agents whose total compensation for\nservices  rendered  after any such  increase  is more than  $100,000,  except as\nprovided by any agreement,  either written or oral, the terms of which have been\ndisclosed on Schedule  3.08, or made any bonus,  percentage of  compensation  or\n             --------------\nother  like  benefit  accruing  to or for  the  credit  of any  such  directors,\nofficers, employees,  consultants or agents of the Company (except in accordance\nwith any Company  Benefit Plan set forth in Schedule  3.19),  (f)  terminated or\nreceived  any notice of  termination  of any  material  contract,  or any lease,\ntrademark,  patent,  patent  application,  copyright or trade name protection or\nother  agreement,  (g) suffered any damage,  destruction or loss (whether or not\ncovered by  insurance)  to the  Company's  properties or assets which has or may\nreasonably  be expected to have a Material  Adverse  Effect,  (h)  suffered  any\ntaking or seizure of all or any part of the  Company's  properties  or assets by\ncondemnation  or eminent  domain,  (i)  experienced  any material  change in its\nrelations  with  its  vendors,   suppliers,   lenders,  dealers,   distributors,\ncustomers,  employees,  consultants  or agents  which has or may  reasonably  be\nexpected to have a Material  Adverse  Effect,  (j) acquired any capital stock or\nother securities of any corporation or any interest in any business  enterprise,\nor otherwise  made any loan or advance to or investment  in any person,  firm or\ncorporation (other than advances to employees in the ordinary course of business\nconsistent  with past  practice),  (k) made any capital  expenditures or capital\nadditions   exceeding  $100,000  singly  or  $200,000  in  the  aggregate,   (l)\ninstituted,  settled or agreed to settle any  litigation,  action or  proceeding\nbefore any court or  governmental  body affecting its financial  condition,  its\nproperty or its business  operations  involving a claim in excess of $5,000, (m)\nmade  any  purchase   commitment  in  excess  of  normal,   ordinary  and  usual\nrequirements,  or made any material change in its selling, pricing, or personnel\n\n                                       16\n\n\npractices  other than in the ordinary  course of business  consistent  with past\npractice,  (n) made any change in accounting  principles  or methods,  or in the\nmanner of keeping  books,  accounts and records of the Company  which is, or may\nbe,  inconsistent  with the  principles  or  methodology  by which the Financial\nStatements have been prepared, (o) entered into any contract,  agreement,  lease\nor other  arrangement or transaction,  or taken any other action,  except in the\nordinary  course of  business  consistent  with past  practice,  (p) changed the\nauthorized  capital  stock of the  Company,  redeemed  any capital  stock of the\nCompany,  issued, sold or otherwise disposed of any capital stock of the Company\nor any  option  to  acquire  capital  stock of the  Company,  or any  securities\nconvertible into or exchangeable for capital stock of the Company, increased its\nfunded  indebtedness,  or made any declaration,  setting aside or payment of any\ndividend or any other  distribution  (whether  in cash,  stock or  property)  in\nrespect of its capital stock (other than dividends payable in respect of Company\nPreferred Stock), or (q) entered into any agreement or made any commitment to do\nany of the things described in the preceding subsections (a) through (p) of this\nSection 3.08.\n\nSECTION 3.09    Company's Agreements.\n                --------------------\n\n        (a)     The  Company  is not a party  to,  nor are any of the  Company's\nassets bound by, any  executory  agreements  (including  dealer and  distributor\nagreements),  purchase orders (other than purchase commitments for raw materials\nand supplies in the ordinary course of business), bailment agreements, equipment\nleases, commitments,  contracts, employment agreements,  repurchase or floorplan\nfinancing agreements, warranties, guarantees, understandings or other agreements\n(i) which  involve or may involve the payment of more than  $25,000,  (ii) which\nare of a duration in excess of twelve  (12)  months  from the date of  execution\nthereof,  (iii) to which any stockholder,  officer,  director or employee of the\nCompany or any member of such person's  immediate family, or any business entity\nin which such person is a partner,  investor,  officer or director is a party in\nany  capacity,  (iv) which  contain a covenant  restricting  the  ability of the\nCompany  (or which,  following  the  consummation  of the Merger,  restrict  the\nability  of  Parent  or  any  of  its  subsidiaries,   including  the  Surviving\nCorporation)  to compete in any business or in any geographic  area or to employ\nor solicit the  employment of any persons,  or requiring the Company to maintain\nthe  confidentiality  of any  information,  (v) which relate to any indebtedness\n(which term shall include  capital  leases and operating  leases) of the Company\nthat is outstanding or may be incurred or any guarantees of or by the Company of\nindebtedness  of any other person,  or (vi) which create or evidence a Lien upon\nany of the Company's  assets or properties (such  agreements,  together with any\nReal Property  Leases set forth in Schedule  3.10(b)  hereto,  being referred to\nherein collectively as the \"Company's Agreements\").  True and complete copies of\n                            --------------------\neach of the Company's  Agreements  (including all amendments  thereto) have been\ndelivered to Parent and Acquisition Subsidiary. Each of the Company's Agreements\nis in full force and effect,  is between the Company and the counterparty  named\non Schedule  3.09(a)  hereto,  has an  expiration  date as set forth on Schedule\n   -----------------\n3.09(a) hereto, has not been amended or modified except as set forth on Schedule\n3.09(a) hereto, and constitutes the entire agreement between the parties thereto\nwith  respect to the  subject  matter  thereof.  The  Company is not and, to the\nknowledge of the Company,  no other party to any Company Agreement is in default\nthereunder, nor does the Company have knowledge of any fact or circumstance with\nrespect to any Company  Agreement  which upon notice or lapse of time could give\nrise to a default thereunder.\n\n                                       17\n\n\n        (b)     Attached hereto as Schedule  3.09(b) is a true and complete list\n                                   ----------------\nof all purchase  orders (other than purchase  commitments  for raw materials and\nsupplies in the ordinary course of business)  (\"Open Purchase  Orders\") to which\n                                                ---------------------\nthe  Company is a party or by which the  Company is bound  which  involve or may\ninvolve the payment of more than $10,000 to any single vendor or supplier.  True\nand  complete  copies of all such Open  Purchase  Orders have been  delivered to\nParent and  Acquisition  Subsidiary.  The Company has performed all  obligations\nrequired to be performed by the Company to date under each Open Purchase  Order.\nThe Company is not and, to the  knowledge of the Company,  no other party to any\nOpen  Purchase  Order  is in  default  thereunder,  nor does  the  Company  have\nknowledge of any fact or  circumstance  with respect to any Open Purchase  Order\nwhich upon notice or lapse of time could give rise to a default thereunder.\n\n        (c)     None of the parties to the Damon Purchase  Agreement (as defined\nbelow) have made any claims  against any other party or parties  thereto for any\nbreach thereunder,  nor, to the knowledge of the Company, is there any basis for\nany claim under (i) that certain Asset Purchase  Agreement dated as of April 28,\n2000  (the  \"Damon  Purchase  Agreement\")  by  and  among  the  Company,   Damon\n             --------------------------\nCorporation, an Indiana corporation (\"Damon\"), and Lindon Investments,  Inc., an\n                                      -----\nIndiana corporation,  (ii) that certain Non-Competition  Agreement,  dated April\n28,  2000,  by and between the  Company  and Damon,  restricting  certain of the\nCompany's  activities  (the  \"Company  Non-Compete\"),   or  (iii)  that  certain\n                              --------------------\nNon-Competition  Agreement, dated as of April 28, 2000, by and between Damon and\nthe   Company,   restricting   certain  of  Damon's   activities   (the   \"Damon\n                                                                           -----\nNon-Compete\").  The Company had performed,  and has no further  obligations with\n-----------\nrespect to, the joint marketing  efforts described in Sections 7.5(a) and (b) of\nthe Damon Purchase Agreement.  The Company  Non-Compete  terminated on April 28,\n2001 in accordance with its terms, and the Company has no further  obligation or\nliabilities  thereunder.  The Damon Purchase Agreement and the Damon Non-Compete\nare in full force and effect, have not been amended or modified,  and constitute\nthe entire  agreement  between the parties  thereto  with respect to the subject\nmatter  thereof.  To the  knowledge of the Company,  neither  party to the Damon\nNon-Compete  has  breached  the terms  thereof or made any claim of breach  with\nrespect  thereto,  and, to the knowledge of the Company,  there is not any basis\nfor any claim of breach.\n\nSECTION 3.10    Real Property.\n                -------------\n\n        (a)     Schedule 3.10(a) hereto lists all real property  interests owned\n                ---------------\nby the Company (the \"Owned Real  Property\") and any contract for the purchase or\n                     --------------------\nsale of real  property.  The Company has good and marketable fee simple title to\nthe Owned Real Property, subject only to those exceptions to title identified on\nSchedule   3.10(a)   hereto.   Each  parcel  of  Owned  Real  Property  and  all\nimprovements,  located  thereon (i) complies in all material  respects  with all\ncovenants,  conditions and restrictions affecting such property, either recorded\nor of which the Company has knowledge, (ii) is not presently occupied or used by\nany party  other than its owner,  (iii) is not subject to any option to purchase\nor lease, right of first refusal to purchase or lease,  reversionary interest or\nother instrument or Lien,  whether recorded or unrecorded,  which would prohibit\nor  require  the  consent  or  waiver of  another  party to the  Merger  and the\ntransactions  contemplated  hereby  or  any  subsequent  sale  or  lease  of the\nproperty,  and (iv) is not subject to any mortgage,  deed of trust or other Lien\nsecuring debt which will not be entirely  released and satisfied at the Closing.\nThere are no taxes  currently  levied  against the Owned Real Property which are\n\n                                       18\n\n\ndue and payable and have not been paid. No party has provided  goods or services\nto or in  connection  with the Owned  Real  Property  which  will  result in any\nmechanic's, materialmens', supplier's, or other Lien as a result of the wrongful\nfailure to pay for the same prior to Closing.  The Company has made available to\nParent and  Acquisition  Subsidiary  accurate and  complete  copies of all title\ninsurance  policies,  surveys and other  documents  and records  relating to the\nOwned Real  Property  that such parties  have  requested to the extent that such\nmaterial was actually in the possession of the Company.\n\n        (b)     The real property leases listed on Schedule  3.10(b) hereto (the\n                                                   -----------------\n\"Real Property  Leases\")  constitute  all leases,  subleases or licenses of real\n ---------------------\nproperty  (the \"Leased Real  Property\"),  whether  written or oral, to which the\n                ---------------------\nCompany is a party or is bound  (including any leases with respect to the Leased\nReal  Property  owned by one or more of the  Holders  or any  affiliates  of the\nHolders).  Schedule 3.10(b)  identifies each Real Property Lease by the premises\ncovered thereby,  the date of lease and all amendments and supplements  thereto,\nthe name of the landlord  thereunder,  and the term of the lease,  including the\nexpiration  date  thereof.  True and correct  copies of each of the written Real\nProperty Leases (including all amendments thereto) have been delivered to Parent\nand  Acquisition  Subsidiary.  The Company has valid and  enforceable  leasehold\ninterests in the Leased Real  Property,  free and clear of all Liens (other than\nPermitted  Liens).  Each Real Property  Lease  affords the Company  peaceful and\nundisturbed  possession of the Leased Real Property covered  thereby,  and there\nexists no event of default or event, occurrence, condition or act (including the\ntransactions  contemplated by this Agreement) on the part of the Company, or, to\nthe knowledge of the Company, on the part of the lessor thereunder,  which, with\nthe giving of notice, the lapse of time or the happening of any further event or\ncondition,  would become a material default under such Real Property Lease, give\nrise to a right in the lessor to terminate the Real Property Lease or change any\nof the  material  terms  thereof  or  render  the  lessee  liable  to incur  any\nexpenditure  under such Real Property Lease. In the event any such Real Property\nLease requires the lessee to exercise,  on or before the date hereof,  an option\nto renew in  order to  continue  the term  thereof,  the  Company  has  properly\nexercised such option to renew.\n\n        (c)     The  Owned  Real   Property   and  the  Leased   Real   Property\n(collectively,  the \"Real  Property\")  are the only real  property  necessary or\n                     --------------\nrequired in  connection  with the  operation  of the Business as it is now being\nconducted.  To the knowledge of the Company,  the Real Property and improvements\nthereon may  lawfully be used in  connection  with the  Business.  Except to the\nextent that such  non-compliance  would not have a Material Adverse Effect,  the\nReal Property and  improvements  are in  compliance  with all  applicable  laws,\nrules,  regulations and ordinances of all Governmental  Entities including,  but\nnot limited to, zoning, building, health, safety and environmental laws; and the\nCompany has not received any notices of violations with respect thereto.\n\nSECTION 3.11    Machinery  and  Equipment.  All  machinery,  equipment and other\n                -------------------------\ntangible  assets of the Company,  necessary and utilized in the operation of the\nBusiness,  are in good operating  condition and in a state of repair  sufficient\nfor the conduct of normal operations  without the necessity of any known capital\nexpenditure in excess of $15,000. The Company's assets and properties (including\nleased  assets and  properties,  if any) are  adequate  to enable the Company to\nconduct the  Business  as now being  conducted.  The  Company  does not have any\n\n                                       19\n\n\ncommitment or plan to make any capital expenditure in excess of $15,000 that has\nnot been set forth on Schedule 3.11 hereto.\n                      -------------\n\nSECTION 3.12    Inventories.  The  inventories  of the  Company  consist  of raw\n                -----------\nmaterials,  work in process, and finished goods of a quality and quantity usable\nor salable in the normal  course of the Business of the Company,  except for any\nslow moving,  obsolete inventory or inventory of below-standard  quality, all of\nwhich is immaterial or has been written off or written down to realizable  value\nor for which  there has been a reserve  established  pursuant  to the  Financial\nStatements.  The valuation at which the  inventories  of the Company are carried\nreflects  the normal  inventory  valuation  policy of the  Company  (applied  in\naccordance   with  GAAP)   which   states   inventory   at  the  lower  of  cost\n(first-in-first-out-method)   or  market  and  the  Company's   regular  costing\nstandards with respect to work in process and finished goods inventory.\n\nSECTION 3.13    Accounts  Receivable.  The  accounts  receivable  of the Company\n                --------------------\nresult  from and will  result  from bona fide sales  made by the  Company in the\nordinary  course  of  business  consistent  with  past  practice  and have  been\ncollected in the ordinary course after provision for doubtful accounts and other\nreserves  required by GAAP. The accounts  receivable of the Company that will be\nrecorded  on the  Audited  Closing  Balance  Sheet  will be  collectible  in the\nordinary  course  after  provision  for  doubtful  accounts  and other  reserves\nrequired  by GAAP as set forth  thereon  The  amounts  due, or to become due, in\nrespect of such  accounts  receivable  are not, to the Company's  knowledge,  in\ndispute and there are no, and will not be, any setoffs or counterclaims asserted\nagainst any of the accounts receivable of the Company.\n\nSECTION 3.14    Intellectual  Property Rights.  Attached hereto as Schedule 3.14\n                -----------------------------                      -------------\nis a true and  complete  list of all  Intellectual  Property  Rights (as defined\nbelow)  used or held for use by the  Company in  connection  with the  Business,\nother than  computer  software  programs  which are  generally  sold in consumer\nretail stores.  The Company shall  disclose any patent  application in which the\nCompany has any  interest  to Parent and  Acquisition  Subsidiary  on a separate\nconfidential list. The Company owns, or is validly licensed or otherwise has the\nright  to use,  all  Intellectual  Property  Rights  used or held for use by the\nCompany  and  all  goodwill  associated  therewith  on or  with  respect  to the\nCompany's  Products in the same manner in which any such  Intellectual  Property\nRight have been or are now being  used.  The  Company  has not  infringed  upon,\nmisappropriated or otherwise  violated any Intellectual  Property Right or other\nproprietary  information  of any other person.  Except as noted on Schedule 3.14\nhereto,  there is no claim, demand or proceeding pending or, to the knowledge of\nthe Company, threatened, that pertains to or challenges the right of the Company\nto use any of the  Intellectual  Property  Rights  identified  on Schedule  3.14\nhereto  (including any claim that the Company must license or refrain from using\nany Intellectual  Property Rights or other proprietary  information of any other\nperson).  The  Company  has not  granted  any  license or other right and has no\nobligation  to grant any license or other  right with  respect  thereto.  To the\nknowledge of the Company, no other person has infringed upon, misappropriated or\notherwise violated any Intellectual  Property Right of the Company.  The Company\nhas delivered to Parent and Acquisition  Subsidiary a true, complete and correct\ncopy of all correspondence  involving any claim,  demand or proceeding listed or\nreferred to on Schedule  3.14 hereto.  Without  limiting the  generality  of the\nforegoing,  to the knowledge of the Company,  fully paid,  enforceable  licenses\ngovern the  Company's  use of software in which the  Microsoft  Corporation  has\n\n                                       20\n\n\nIntellectual  Property  Rights,  each of such licenses remains in full force and\neffect,  the Company has not breached any such license in any material  respect,\nand the Company has paid all amounts that have heretofore become due and payable\nin respect of such licenses. As used in this Agreement,  \"Intellectual  Property\nRights\" means,  collectively,  with respect to the U.S. and Canada,  any and all\nnow known or hereafter known tangible and intangible: (i) rights associated with\nworks of authorship  including  copyrights,  moral rights and  mask-works;  (ii)\ntrademark and trade name rights and similar  rights;  (iii) trade secret rights;\n(iv) patent rights,  designs,  algorithms,  computer programs,  methods of doing\nbusiness, other proprietary ideas, designs,  concepts,  techniques,  inventions,\ndiscoveries and  improvements,  whether or not patentable,  and other industrial\nproperty rights;  (v) all other  intellectual and industrial  property rights of\nevery kind and nature and however  designated,  whether  arising by operation of\nlaw,  contract,   license  or  otherwise;   (vi)  all   registrations,   initial\napplications,   renewals,  extensions,   continuations,   continuations-in-part,\ndivisions  or reissues  thereof now or  hereafter  existing,  made,  or in force\n(including any rights in any of the foregoing);  (vii) Internet websites, rights\nin domain names,  computer  programs and software;  and (viii) any other service\nmark,  design,  logo,  trade  secret,  know-how,  customer  list  or  financial,\nbusiness,  marketing or other information,  material or industrial property of a\nparty or any of its affiliates.\n\nSECTION 3.15    Licenses.   The  Company  possesses  all  patents,   franchises,\n                --------\npermits,  licenses,  certificates  and consents  required from any  Governmental\nEntity or any other  person  necessary  to enable  the  Company  to carry on the\nBusiness  as now  conducted  and to own and operate  its  properties  (including\nleased property) as now owned and operated  (collectively,  \"Licenses\"),  except\n                                                             --------\nfor those licenses that are not,  individually or in the aggregate,  material to\nthe  operation of the  Business.  Each of the Licenses will remain in full force\nand effect  following  consummation  of the  transactions  contemplated  by this\nAgreement.  Attached  hereto as Schedule 3.15 is a true and complete list of all\n                                -------------\nsuch Licenses.\n\nSECTION 3.16    Title to Assets.  All of the Company's assets and properties and\n                ---------------\nall assets and properties necessary or required in connection with the operation\nof the Business as conducted as of the date hereof will, on the Closing Date, be\nowned by the Company,  free and clear of all Liens whatsoever  (except Permitted\nLiens), and the consummation of the transactions  contemplated by this Agreement\nwill not give rise to any Lien on such  assets or  properties.  With  respect to\nleased Real Property,  the Company  holds,  and on the Closing Date will hold, a\nvalid leasehold  interest in and to the Real Property Leases,  in each case free\nand clear of all Liens whatsoever  (except Permitted Liens).  There are not, and\non the  Closing  Date there will not be, any  outstanding  agreements,  options,\ncommitments  or rights  with,  to or in any third party to acquire or use any of\nthe Company's assets or properties.\n\nSECTION 3.17    Corporate Minute Books; Bank Accounts.\n                -------------------------------------\n\n        (a)     The minute  books of the Company  contain  complete and accurate\nrecords of all meetings  which were required to be convened and other  corporate\nactions of its  stockholders  and directors and committees of directors (if any)\nwhich were required to be taken, in each case pursuant to the Company's Articles\nof Incorporation,  the IBCL and\/or any material  agreements to which the Company\nis a party. True and complete copies of the minute books have been delivered, or\nmade available to, Parent and Acquisition Subsidiary.\n\n                                       21\n\n\n        (b)     Schedule  3.17(b) hereto contains a complete and correct list of\n                -----------------\nall bank accounts and safe deposit  boxes of the Company and persons  authorized\nto sign or  otherwise  act with  respect  thereto  as of the date  hereof  and a\ncomplete and correct list of all persons  holding a general or special  power of\nattorney granted by the Company and a complete and correct copy thereof.\n\nSECTION 3.18    Taxes.\n                -----\n\n        (a)     The  Company  has timely  filed all tax  returns  required to be\nfiled by it and all such returns are true and complete in all material respects.\nThe Company has timely paid all taxes shown as due on such returns and all taxes\notherwise due and the Unaudited Statements adequately provide in accordance with\nGAAP for all taxes  payable by the  Company  (in  addition  to any  reserve  for\ndeferred taxes  established to reflect timing  differences  between book and tax\nincome) for all taxable  periods and  portions  thereof or, with  respect to the\nperiod in which the Closing occurs,  such taxes (excluding those taxes resulting\nfrom or attributable to the transactions contemplated by this Agreement) will be\naccrued  through the Closing  Date on the Audited  Closing  Balance  Sheet.  The\nCompany has made all payments  required by any governmental  program of workers'\nsocial  security or unemployment  compensation,  has withheld and, to the extent\ndue, paid over to the appropriate  Governmental  Entity all amounts  required by\nlaw to be withheld  from the wages or salaries of  employees,  and is not liable\nfor any arrears of wage or salary  withholdings  or any taxes or  penalties  for\nfailure to comply with any of the  foregoing.  The Company has not requested any\nextension  of time within which to file any tax return in respect of any taxable\nyear which has not since been filed,  and no  outstanding  waivers or comparable\nconsents regarding the application of the statute of limitations with respect to\nany taxes or tax returns has been given by or on behalf of the Company. True and\ncomplete  copies of all  Federal  income tax  returns of the  Company  have been\ndelivered to Parent and Acquisition Subsidiary.\n\n        (b)     No  deficiencies  for any taxes have been proposed,  asserted or\nassessed against the Company that are not adequately  reflected in the Financial\nStatements,  or that will not be  adequately  reflected  in the Audited  Closing\nBalance Sheet  (excluding  those taxes  resulting  from or  attributable  to the\ntransactions contemplated by this Agreement), and no requests for waivers of the\ntime to assess  any such taxes have been  granted  or are  pending.  There is no\naudit,  examination,  deficiency  or refund  litigation  pending with respect to\ntaxes and during  the past three  years no taxing  authority  has given  written\nnotice  of the  intent  to  commence  any  such  examination,  audit  or  refund\nlitigation and which such  examination,  audit or refund  litigation has not yet\nended.  None of the assets or  properties  of the  Company is subject to any tax\nlien,  other than any such liens for taxes which are not due and payable,  which\nmay  thereafter  be paid  without  penalty  or the  validity  of which are being\ncontested  in good  faith by  appropriate  proceedings  and for  which  adequate\nprovisions are being maintained in accordance with GAAP.\n\n        (c)     No claim has been made in  writing  by a taxing  authority  in a\njurisdiction  where the Company does not file tax returns to the effect that the\nCompany is or may be subject to taxation by that jurisdiction.\n\n        (d)     The   Company   has  not  been  a  member   of  an   affiliated,\nconsolidated,  combined or unitary group for tax purposes,  or made any election\n\n                                       22\n\n\nor participated in any arrangement whereby any tax liability or any tax asset of\nthe Company was determined or taken into account for tax purposes with reference\nto or in  conjunction  with any tax  liability  or any tax  asset  of any  other\nperson.\n\n        (e)     The  Company is not a party to any tax sharing  agreement  or to\nany  other  agreement  or  arrangement,  as a result of which  liability  of the\nCompany  to any taxing  authority  is  determined  or taken  into  account  with\nreference  to the  activities  of any  other  person,  and  the  Company  is not\ncurrently  under any  obligation to pay any amounts as a result of having been a\nparty to such an agreement  or  arrangement,  regardless  of whether such tax is\nimposed on the Company.\n\n        (f)     As  used  in  this  Agreement,  \"taxes\"  shall  include  all (x)\n                                                 -----\ndomestic and foreign (whether national,  federal,  state,  provincial,  local or\notherwise) income,  franchise,  property,  sales, excise,  employment,  payroll,\nsocial security, value-added, ad valorem, transfer, withholding and other taxes,\nincluding taxes based on or measured by gross receipts,  profits,  sales, use or\noccupation, tariffs, levies, impositions, assessments or governmental charges of\nany nature  whatsoever,  including  any  interest,  penalties or additions  with\nrespect  to any of the  foregoing,  and (y)  liability  for the  payment  of any\namounts as a result of being party to any tax sharing  agreement  or as a result\nof any express or implied  obligation to indemnify any other person with respect\nto the  payment of any amounts of the types  described  in clause (x) or (y). As\nused in this Agreement,  \"tax return\" shall mean any report,  return,  document,\n                          ----------\ndeclaration or other information or filing required to be supplied to any taxing\nauthority or jurisdiction with respect to taxes,  including information returns,\nany documents with respect to or  accompanying  payments of estimated  taxes, or\nwith respect to or  accompanying  requests for the extension of time in which to\nfile any such report, return, document, declaration or other information.\n\nSECTION 3.19    Employees; Benefit Plans.\n                ------------------------\n\n        (a)     Employees.  Attached  hereto as  Schedule  3.19(a) is a true and\n                ---------                        ----------------\ncomplete list of the names,  positions  and current  salary rates of all present\ndirectors,  officers and  employees of the Company  whose total  current  annual\ncompensation is $100,000 or more,  together with a summary showing the salaries,\nbonuses,  additional  compensation  and other  like  benefits,  if any,  paid or\npayable to such persons for the fiscal year ended December 31, 2000 and that are\nexpected  to be paid or  payable  to such  persons  for the  fiscal  year  ended\nDecember 31, 2001. All salaries, bonuses, additional compensation and other like\nbenefits,  including vacation,  of all past and present employees of the Company\nshall be properly  accrued and reserved on the Audited  Closing Balance Sheet in\naccordance  with  GAAP.  To the  knowledge  of the  Company,  no officer or \"Key\n                                                                             ---\nEmployee\"  (which  means,  as used herein,  any employee  whose  current  annual\n--------\ncompensation  is $100,000 or more),  of the Company  intends to terminate his or\nher employment with the Company, nor does the Company have any present intention\nto terminate the  employment  of any officer or such Key Employee,  whether as a\nresult of the  consummation  of the Merger or  otherwise.  The  Company  (i) has\ncorrectly   categorized  all  employees  as  either   employees  or  independent\ncontractors  for federal tax purposes,  and is in compliance with all applicable\nfederal,  state and local laws,  rules and  regulations  (domestic  and foreign)\nrespecting their employment,  employment practices,  labor, terms and conditions\nof employment and wages and hours, in each case, with respect to employees, (ii)\nhas withheld all amounts required by law or by agreement to be withheld from the\nwages,  salaries and other  payments to  employees,  (iii) is not liable for any\n\n                                       23\n\n\narrears of wages or any taxes or any  penalty  for failure to comply with any of\nthe foregoing,  (iv) is not liable for any payment to any trust or other fund or\nto any governmental or  administrative  authority,  with respect to unemployment\ncompensation benefits,  social security or other benefits for employees, and (v)\nhas provided  employees with the benefits to which they are entitled pursuant to\nthe terms of all Company Benefit Plans (as defined below).\n\n        (b)     Employment,  Severance and Stay Bonus Agreements. The Company is\n                ------------------------------------------------\nnot, nor will it be on the Closing Date, a party to or bound by (i) any contract\nwith any present or former  director,  officer,  employee or  consultant  of the\nCompany,  (ii) any employment,  termination,  severance or stay bonus agreement,\n(iii) any agreement  with any director,  officer,  employee or consultant of the\nCompany  (A) the  benefits  of which are  contingent,  or the terms of which are\nmaterially altered,  upon the occurrence of a transaction  involving the Company\nof the nature of any of the  transactions  contemplated by this  Agreement,  (B)\nproviding  any term of  employment  or  compensation  guarantee or (C) providing\nseverance benefits or other benefits after the termination of employment of such\nofficer or employee,  or (iv) any agreement or plan,  including any stock option\nplan or stock purchase plan, any of the benefits of which will be increased,  or\nthe vesting or other  realization of the benefits of which will be  accelerated,\nby the  occurrence of the  transactions  contemplated  by this  Agreement or the\nvalue of any of the  benefits  of which will be  calculated  on the basis of the\ntransactions  contemplated by this Agreement. The Company has not made or become\nobligated  to make,  or will not,  as a result of any event  connected  with the\ntransactions  contemplated herein, make or become obligated to make, any \"excess\nparachute  payment\" as defined in Section  280G of the Code  (without  regard to\nsubsection (b)(4) thereof).  Any amount that could be received (whether in cash,\nproperty, or vesting of property) as a result of the transaction contemplated by\nthis Agreement (or their termination of service  incidental to such transaction)\nby any officer, director,  employee or independent contractor of the Company who\nis  a  \"disqualified  individual\"  (as  defined  in  Company  proposed  Treasury\nRegulation  Section  1.280G-1),  under any  employment  arrangement  or  Company\nBenefit  Plan (as  defined  below),  will  not be  characterized  as an  \"excess\nparachute payment\" as defined in Section 280G of the Code.\n\n        (c)     Benefit  Plans.  Schedule  3.19(c)  hereto  contains  a true and\n                --------------   -----------------\ncomplete  list of all  bonus,  profit-sharing,  stock  purchase,  stock  option,\npension,  retirement,  health,  welfare,  severance  pay or any other current or\ndeferred  remuneration or compensation  plan,  arrangement or practice and other\nfringe benefits, including, without limitation, all \"employee benefit plans\" (as\ndefined in Section 3(3) of the Employee  Retirement Income Security Act of 1974,\nas amended  (\"ERISA\"),  all  \"employee  welfare  benefit  plans\" (as  defined in\n              -----\nSection 3(1) of ERISA) and all \"employee  pension  benefit plans\" (as defined in\nSection 3(2) of ERISA)  (collectively,  \"Company  Benefit Plans\")  maintained or\n                                         ----------------------\ncontributed  to by the Company or any person or entity that,  together  with the\nCompany, is treated as a single employer (a \"Commonly  Controlled Entity\") under\n                                             ---------------------------\nSection  414(b),  (c), (m) or (o) of the Code, for the benefit of any current or\nformer directors,  officers,  employees or consultants of the Company. Except as\ndescribed in the Financial  Statements,  the Company has no Company Benefit Plan\ncurrently  in  existence  which is subject to the  requirements  of ERISA.  With\nrespect to each Company Benefit Plan:\n\n                (i)     The Company has  provided or made  available  to Parent,\n                true and complete  copies of (A) each Company  Benefit Plan (or,\n                in the case of any unwritten Company Benefit Plans, descriptions\n                thereof),  (B) the  most  recent  annual  report  on  Form  5500\n\n                                       24\n\n\n                required  to be filed with the  Internal  Revenue  Service  (the\n                \"IRS\") with  respect to each  Company  Benefit Plan (if any such\n                 ---\n                report  was   required),   (C)  the  most  recent  summary  plan\n                description for each Company Benefit Plan for which such summary\n                plan  description is required,  and (D) each trust agreement and\n                group  annuity  contract  relating to any Company  Benefit Plan.\n                Each Company  Benefit Plan has been  administered  in accordance\n                with its terms. The Company and all of the Company Benefit Plans\n                are in compliance in all material  respects with all  applicable\n                provisions of ERISA and the Code and all other applicable law.\n\n                (ii)    Neither the Company nor any Commonly  Controlled  Entity\n                has  maintained,  contributed to or been obligated to contribute\n                to any Company Benefit Plan that is subject to Title IV of ERISA\n                or Section 412 of the Code with  respect to which the Company or\n                any Commonly  Controlled  Entity has  liabilities or obligations\n                (whether accrued, absolute, contingent or otherwise).\n\n                (iii)   With  respect  to any  Company  Benefit  Plan that is an\n                employee  welfare  benefit  plan,  there are no  understandings,\n                agreements or undertakings,  written or oral, that would prevent\n                any such plan  (including  any such plan  covering  retirees  or\n                other former employees) from being amended or terminated without\n                material  liability  to the  Company on or at any time after the\n                Effective Time.\n\n                (iv)    Each Company  Benefit Plan that is an \"employee  pension\n                benefit  plan\"  within the meaning of Section  3(2) of ERISA and\n                that is intended to be  qualified  under  Section  401(a) of the\n                Code, has received a favorable determination letter from the IRS\n                with  respect to \"TRA\" (as  defined  in Section 1 of Rev.  Proc.\n                93-39),  and to the  knowledge of the Company  there are not any\n                circumstances  likely  to  result  in  revocation  of  any  such\n                favorable  determination  letter. There is no pending or, to the\n                knowledge  of  the  Company,   threatened   material  litigation\n                relating to any of the Company  Benefit  Plans.  The Company has\n                not engaged in a transaction with respect to any Company Benefit\n                Plan  that,  assuming  the  taxable  period of such  transaction\n                expired as of the date  hereof,  could  subject the Company to a\n                tax or  penalty  imposed by either  Section  4975 of the Code or\n                Section 502(i) of ERISA.\n\n                (v)     All contributions  made or required to be made under the\n                terms of any Company  Benefit Plan for any period since  January\n                1, 2000 are set forth on Schedule  3.19(c) hereto,  and all such\n                contributions  have been timely made or have been  reflected  on\n                the  Financial  Statements,  or,  with  respect to the period in\n                which the Closing  occurs,  will be accrued  through the Closing\n                Date on the Audited Closing Balance Sheet.\n\n                                       25\n\n\n                (vi)    The Company has no  obligations  for retiree  health and\n                life benefits under any Company Benefit Plan nor has the Company\n                ever  represented,  promised or  contracted  (whether in oral or\n                written form) to any employee(s) that such employee(s)  would be\n                provided with retiree health or life benefits.\n\n        (d)     Collective   Bargaining   Agreements.   None  of  the  Company's\n                ------------------------------------\nemployees is covered by a collective  bargaining agreement and there is no union\nor other organization seeking or claiming to represent any such employees. There\nis no labor dispute,  strike, work stoppage or lockout,  or, to the knowledge of\nthe  Company,  any threat  thereof,  by or with  respect to any  employee of the\nCompany.\n\nSECTION 3.20    Insurance.  Attached  hereto  as  Schedule  3.20  is a true  and\n                ---------                         --------------\ncomplete list of all  insurance  policies in force with respect to the Company's\nassets and the Business of the Company,  identifying  the type of coverage,  the\ncoverage limit, the term thereof,  and the annual premiums  payable thereon.  To\nthe  knowledge of the Company all such policies are adequate to insure the risks\ncovered  thereby.  The Company is not,  nor will it be on the Closing  Date,  in\ndefault in any respect  under any such policy,  and the Company  shall  continue\nsuch policies in force and effect through the Closing Date.\n\nSECTION 3.21    Litigation.  Schedule  3.21 hereto sets forth each legal action,\n                ----------   --------------\nsuit, arbitration,  or other legal or administrative proceeding or investigation\nbefore any  Governmental  Entity  pending or, to the  knowledge  of the Company,\nthreatened,  to which the Company is a party that (a) affects the  Company,  the\nBusiness  or any of the  Company's  properties  or  assets,  (b)  questions  the\nvalidity of this Agreement or any other  documents or instruments to be executed\nand delivered by the Company or any of the Holders pursuant hereto, or the right\nof the  Company or any of the Holders to enter into this  Agreement  or any such\nother documents or instruments,  or to consummate the transactions  contemplated\nhereby or thereby,  or (c) if  adversely  determined,  would be likely to have a\nmaterial  adverse  effect on the ability of the Company or any of the Holders to\nperform  their  respective  obligations  under this  Agreement or any such other\ndocuments or instruments.  To the knowledge of the Company,  except as set forth\non  Schedule  3.21  hereto,  there is no fact or facts  existing  which could be\nreasonably  expected to result in, nor is there any basis for,  any such action,\nsuit,  arbitration,  or other proceeding or investigation.  Schedule 3.21 hereto\nidentifies,  with respect to each action, suit, arbitration, or other proceeding\nor  investigation  set forth  thereon,  the parties  thereto,  the nature of the\nclaim,  the status  thereof,  the court or other tribunal in which such claim is\nbeing heard, and whether such claim is fully covered by insurance. The Financial\nStatements  include,  and the Audited  Closing  Balance Sheet will  include,  an\nadequate  reserve,  determined  in  accordance  with GAAP,  for all liability or\npotential liability resulting or arising from any action, suit, arbitration,  or\nother proceeding or investigation listed on Schedule 3.21 hereto. The Company is\nnot a party to or subject to any order, writ, injunction,  decree,  judgement or\nother  restriction of any  Governmental  Entity which has or could be reasonably\nlikely  to have a  Material  Adverse  Effect  or could be  reasonably  likely to\nprevent or materially  delay the Company's  ability to enter into this Agreement\nor any other  documents or  instruments  to be executed and  delivered  pursuant\nhereto or consummate the transactions contemplated hereby or thereby.\n\n                                       26\n\n\nSECTION 3.22    Compliance  with Laws.  The Company  has  complied  with,  is in\n                ---------------------\ncompliance  with,  and has not received  notice of any violation of, any and all\napplicable laws, rules, regulations and ordinances regulating or relating to the\nBusiness, including but not limited to those relating to the employment of labor\n(including labor who are not U.S.  citizens),  the establishment and maintenance\nof working conditions for labor, employee safety, environmental and conservation\nmatters, the manufacture,  sale and distribution of the Company's Products,  the\nNorth  American Free Trade  Agreement,  as amended,  and the  establishment  and\nmaintenance of the Company's relationships with suppliers and customers,  except\nto the extent such non-compliance would not have a Material Adverse Effect.\n\nSECTION 3.23    NHTSA; Other Safety Standards.  The Company has not received any\n                -----------------------------\nnotices  or  other  correspondence  from the  National  Highway  Traffic  Safety\nAdministration (\"NHTSA\") relating to the Company's Products. To the knowledge of\nthe Company, the Company has complied with all NHTSA requirements, including but\nnot limited to Federal Motor Vehicle  Safety  Standards,  in effect from time to\ntime in  connection  with the  manufacture  of the  Company's  Products.  To the\nknowledge of the Company,  all of the Company's  Products are, and have been, at\nthe time of sale in compliance with all other safety standards,  including,  but\nnot limited to, all standards of the Recreational  Vehicle Industry  Association\nand the  Canadian  Standards  Association,  those  imposed  on the  Business  by\nstatute,  rule or regulation of any Governmental Entity or industry association,\nand the Company has not received notice of any such infractions or been required\nto undertake any remedial measures in response thereto.\n\nSECTION 3.24    Product Liability; Product Recalls.\n                ----------------------------------\n\n        (a)     To the knowledge of the Company,  all of the Company's  Products\nthat the Company has  manufactured  and sold have been  merchantable,  free from\ndefects in material and workmanship, and suitable for the purpose for which they\nwere sold.  The Company's  Products have not been subject to any product  recall\n(including any safety or  NHTSA-related  recall) or service bulletin and, to the\nknowledge  of the  Company,  there  is no  fact  or  facts  existing  which  may\nreasonably be expected to result in any such recall or service bulletin.  Except\nas  disclosed  on  Schedule  3.21  hereto,  there  is  no  legal  action,  suit,\narbitration, or other legal or administrative proceeding or investigation before\nany  Governmental  Entity,   pending  or,  to  the  knowledge  of  the  Company,\nthreatened,  involving  any  product  liability,  product  recall  or  otherwise\ninvolving any Product of the Company. To the knowledge of the Company, except as\ndisclosed on Schedule  3.21  hereto,  there is no fact or facts  existing  which\ncould be reasonably  expected to result in, nor is there any basis for, any such\naction, suit, arbitration, or other proceeding or investigation.\n\n        (b)     The Company has insurance  against loss or damage arising out of\nproduct  liability,  true and  complete  copies of which have been  delivered to\nParent and Acquisition  Subsidiary.  Such insurance covers all incidents of loss\nwhich have occurred  prior to the date hereof or which may occur  resulting from\nthe Company's Products sold prior to the Closing. All incidents of damage claims\npaid by the  Company  or by its  insurance  carrier  in the two (2) year  period\npreceding the date of this Agreement are described in Schedule 3.24 hereto.  The\n                                                      -------------\nFinancial  Statements  include,  and the  Audited  Closing  Balance  Sheet  will\ninclude,  an  adequate  reserve  (or  shall  otherwise  reflect  an  appropriate\naccrual),  determined  in accordance  with GAAP,  for all liability or potential\nliability  resulting or arising from any product  recall that has been initiated\nor breach of warranty  claims that have been  asserted,  or that are  reasonably\n\n                                       27\n\n\nlikely to be initiated or asserted, in connection with Products manufactured and\nsold by the Company, including the matters set forth on Schedule 3.24 hereto, in\neach  case,  as of the date of such  Financial  Statements  or  Audited  Closing\nBalance Sheet, as the case may be.\n\n\n\nSECTION 3.25    Warranties.  There  are no oral  or  written  warranties  on the\n                ----------\nProducts manufactured or sold by the Company,  whether express or implied, other\nthan as set  forth  and  described  in  Schedule  3.25  hereto  and any  implied\n                                        --------------\nwarranties that may be imposed by operation of law.\n\nSECTION 3.26    Dealer Network; Rebates and Refunds.\n                -----------------------------------\n\n        (a)     The Company has provided Parent and Acquisition  Subsidiary with\na true and complete  list of the  Company's  top thirty (30) dealers in terms of\nthe  Company's  sales,  together  with the sales  made  thereto,  for the annual\nperiods  January 1, 1998 through  December 31, 2000, and for the periods January\n1, 2000  through  August 31, 2000 and January 1, 2001  through  August 31, 2001.\nTrue and complete copies of all dealer  agreements have been delivered to Parent\nand Acquisition  Subsidiary.  To the knowledge of the Company, there has been no\nadverse  change in the  Company's  relationship  with any of the top thirty (30)\ndealers (as of August 31, 2001),  nor, to the knowledge of the Company,  has any\nsuch  dealer  indicated  to the  Company  that it does not intend to continue to\ncarry the Company's Products.\n\n        (b)     The Company has disclosed to Parent and  Acquisition  Subsidiary\n(i) all significant refunds, rebates, discounts and return policies or practices\nthat the  Company  has engaged in with  respect to persons  supplying  goods and\nservices  to the  Company  and (ii) all annual  programs  relating  to  refunds,\nrebates, discounts and return policies or practices that the Company has engaged\nin with respect to  furnishing  the  Company's  Products to others in connection\nwith the Business.\n\nSECTION 3.27    Environmental Matters.\n                ---------------------\n\n        (a)     Permits   and   Authorizations.   The  Company   possesses   all\n                ------------------------------\nEnvironmental  Permits (as defined below)  necessary to conduct the Business and\nrelated operations as currently conducted.\n\n        (b)     Compliance.  The Company is in  compliance  with all  applicable\n                ----------\nEnvironmental Laws (as defined below) and all Environmental  Permits (as defined\nbelow),  other than minor infractions  which,  individually or in the aggregate,\nwill not require the  expenditure  of more than a nominal  amount for compliance\nwith respect  thereto or remediation  thereof,  and the Company has not received\nany (i) oral or  written  communication  from any  Governmental  Entity or other\nperson  that  alleges  that the  Company  has  violated  or is liable  under any\nEnvironmental  Law or (ii) written request for  information  pursuant to Section\n104(e)  of the  U.S.  Comprehensive  Environmental  Response,  Compensation  and\nLiability  Act or similar  state  statute  concerning  the disposal of Hazardous\nMaterials (as defined  below).  The Company does not have  knowledge of any past\nevents, conditions, circumstances,  activities, practices, incidents, actions or\nplans  of  the  Company  which  may  cause  noncompliance  with  all  applicable\nEnvironmental Laws and all Environmental  Permits, or which may give rise to any\n\n                                       28\n\n\nliability for any claim,  action,  suit,  proceeding,  hearing or investigation,\nbased on or related to the disposal, storage, handling, manufacture, processing,\ndistribution,  use,  treatment or  transportation,  or the emission,  discharge,\nrelease  or  threatened  release  into the  environment  by the  Company  of any\nHazardous  Materials.  The Company has reported,  to the extent  required by all\nEnvironmental  Laws, all past and present sites owned or operated by the Company\nwhere Hazardous  Materials have been treated,  stored,  disposed of or otherwise\nhandled.\n\n        (c)     Environmental  Claims.  There are no  Environmental  Claims  (as\n                ---------------------\ndefined  below) (i)  pending or, to the  knowledge  of the  Company,  threatened\nagainst  the  Company  or (ii)  to the  knowledge  of the  Company,  pending  or\nthreatened  against any person whose liability for any  Environmental  Claim the\nCompany has retained or assumed,  either  contractually  or by operation of law.\nThe  Company  has not  contractually  retained  or assumed  any  liabilities  or\nobligations  that would be expected  to provide the basis for any  Environmental\nClaim. There are not any, nor have there been any,  Environmental Claims pending\nor, to the  knowledge  of the  Company,  threatened  against  the Company by any\nlandlord or third party pursuant to any of the Real Property Leases, nor, to the\nknowledge of the Company, is there currently, or has there been previously,  any\nbasis  therefor.  There is no on-site or off-site  location to which the Company\nhas  transported  or  disposed  of  Hazardous  Materials  or  arranged  for  the\ntransportation  or disposal of Hazardous  Materials  which is the subject of any\nenforcement action or any other  investigation by any Governmental  Entity which\ncould lead to any claim  against  the Company for any  clean-up  cost,  remedial\nwork, damage to natural resources or personal injury, including, but not limited\nto, any claim under any  Environmental  Law, and there is no on-site or off-site\nlocation to which the Company has transported or disposed of Hazardous Materials\nor arranged  for the  transportation  or disposal of Hazardous  Materials  which\ncould become the subject of any enforcement  action by any  Governmental  Entity\nwhich could lead to any liability of the Company for any clean-up cost, remedial\nwork, damage to natural resources or personal injury, including, but not limited\nto, any claim under any Environmental Law.\n\n        (d)     Releases.  To the  knowledge of the  Company,  there has been no\n                --------\nRelease (as defined below) of any Hazardous Materials at, from, in, to, under or\non any property currently or previously owned or operated by the Company,  other\nthan in  compliance  with  applicable  Environmental  Laws or the  terms  of any\napplicable  permit (and no such property is  contaminated by any such substance)\nthat could reasonably be expected to form the basis of any Environmental Claim.\n\n        (e)     Recognized  Environmental  Conditions.  None  of  the  following\n                -------------------------------------\nexists at any property or facility  owned or operated by the Company:  (i) under\nor above-ground  storage tanks, (ii) asbestos containing material in any form or\ncondition,  (iii) materials or equipment  containing  polychlorinated  biphenyls\n(\"PCBs\"),  or (iv)  landfills,  surface  impoundments,  or disposal  areas.  The\n  ----\nCompany has provided copies (or, if not available,  accurate written  summaries)\nof all environmental investigations, studies, audits, reviews and other analyses\nconducted by or on behalf,  or which  otherwise  are in the  possession,  of the\nCompany  respecting any facility site or other property  previously or presently\nowned or operated by the Company.\n\n        (f)     Definitions.\n                -----------\n\n                                       29\n\n\n        (i)     \"Environmental Claims\" means any and all, regulatory or judicial\n                 --------------------\n        actions,  orders,  decrees, suits, demand letters,  directives,  claims,\n        liens,  investigations,  proceedings  or  notices  of  noncompliance  or\n        violation by any Governmental  Entity or other person alleging potential\n        responsibility  or  liability  including  potential   responsibility  or\n        liability for costs of enforcement, investigation, cleanup, governmental\n        response,  removal  or  remediation,   for  natural  resources  damages,\n        property  damage,  personal  injuries or penalties or for  contribution,\n        indemnification,   cost  recovery,  compensation  or  injunctive  relief\n        arising  out of,  based on or  related to (A) the  presence,  Release or\n        threatened  Release of, or exposure to, any  Hazardous  Materials at any\n        location,  whether  or not  owned,  operated,  leased or  managed by the\n        Company or any of its  subsidiaries,  or (B)  circumstances  forming the\n        basis of any violation or alleged  violation of any Environmental Law or\n        Environmental Permit.\n\n        (ii)    \"Environmental  Laws\"  means all  domestic  or foreign  (whether\n                 -------------------\n        national,   federal,   state,  provincial  or  otherwise)  laws,  rules,\n        regulations,   orders,   decrees,   common  law,  judgments  or  binding\n        agreements   issued,   promulgated  or  entered  into  by  or  with  any\n        Governmental   Entity   relating  to  pollution  or  protection  of  the\n        environment (including ambient air, surface water, groundwater, soils or\n        subsurface  strata) or  protection  of human health as it relates to the\n        environment,  including  laws and  regulations  relating  to Releases or\n        threatened  Releases of Hazardous Materials or otherwise relating to the\n        generation,  manufacture,   processing,  distribution,  use,  treatment,\n        storage, transport, handling of or exposure to Hazardous Materials.\n\n        (iii)   \"Environmental    Permits\"   means   all   permits,    licenses,\n                 ------------------------\n        registrations  and  other   authorizations   required  under  applicable\n        Environmental Laws.\n\n        (iv)    \"Hazardous Materials\" means all hazardous,  toxic,  explosive or\n                 -------------------\n        radioactive substances, wastes or other pollutants,  including petroleum\n        or petroleum distillates, asbestos or asbestos-containing material, PCBs\n        or  PCB-containing  materials or  equipment,  radon gas,  infectious  or\n        medical  wastes  and  all  other  substances  or  wastes  of any  nature\n        regulated pursuant to any Environmental Law.\n\n        (v)     \"Release\" means any release, spill, emission,  leaking, dumping,\n                 -------\n        injection, pouring, deposit, disposal, discharge, dispersal, leaching or\n        migration into the environment  (including  ambient air,  surface water,\n        groundwater,  land surface or subsurface strata) or within any building,\n        structure, facility or fixture.\n\nSECTION 3.28    Disclosure.  Neither this Agreement, nor any Exhibit or Schedule\n                ----------\nhereto,  nor any certificate or document required to be delivered by the Company\nto Parent and Acquisition  Subsidiary  pursuant to Section 6.01 contains or will\ncontain,  as of the date  thereof,  any untrue  statement of a material  fact or\nomits or will omit to state a material  fact  necessary  to make the  statements\n\n                                       30\n\n\ntherein,  in light of the  circumstances  in which  they are made,  not false or\nmisleading.\n\nSECTION 3.29    Tax  Matters.  The Company has not taken any action and does not\n                ------------\nknow of any facts, agreements,  plans or other circumstances which, individually\nor in the  aggregate,  could cause the  Forward  Merger (if  applicable)  not to\nconstitute a \"reorganization\" within the meaning of Section 368(a) of the Code.\n\nSECTION 3.30    Exclusive Representations and Warranties.  Except as, and to the\n                ----------------------------------------\nextent,  set forth in this  Agreement and the documents  and  instruments  to be\nexecuted  and  delivered   pursuant  hereto,  the  Company  does  not  make  any\nrepresentations or warranties whatsoever to Parent or Acquisition Subsidiary.\n\n                                  ARTICLE III.A\n                  REPRESENTATIONS AND WARRANTIES OF THE HOLDERS\n\n        Except as set forth on the Disclosure Schedule,  with specific reference\nto the section or subsection of this Agreement to which the  information  stated\nin such disclosure relates, each Holder, severally, not jointly,  represents and\nwarrants  and  agrees,  as of the date of this  Agreement  and as of the Closing\nDate, as follows, each of which representations, warranties and agreements shall\nbe deemed to be  independently  material  and to have been relied upon by Parent\nand Acquisition Subsidiary:\n\nSECTION 3.01A   Organization;  Good  Standing.  In the event that such Holder is\n                -----------------------------\nnot an individual, such Holder is duly organized or formed, validly existing and\nin good  standing  under the laws of the  jurisdiction  of its  organization  or\nformation.\n\nSECTION 3.02A   Title.\n                -----\n\n        (a)     Such  Shareholder  owns, of record and  beneficially,  as of the\ndate hereof, and will own, of record and beneficially,  immediately prior to the\nClosing,  the number of shares of Company  Common  Stock and  Company  Preferred\nStock,  respectively,  as are  set  forth  next to  such  Shareholder's  name on\nSchedule  3.02(b),  free and clear of all  Liens,  and the  consummation  of the\n-----------------\ntransactions  contemplated  by this  Agreement  will not give  rise to any Liens\nthereon.\n\n        (b)     Such Optionholder  owns, of record and  beneficially,  as of the\ndate hereof, and will own, of record and beneficially,  immediately prior to the\nClosing,  the Company Stock Options as are set forth next to such Optionholder's\nname on Schedule  3.02(c),  free and clear of all Liens, and the consummation of\n        ----------------\nthe transactions  contemplated by this Agreement will not give rise to any Liens\nthereon.\n\n        (c)     There are no rights or other commitments entitling any person to\npurchase  or acquire  any shares of capital  stock of the  Company  held by such\nHolder or any security  convertible  into or exchangeable  for shares of capital\nstock of the Company held by such Holder,  nor has such Holder  entered into any\nagreement with respect to any of the foregoing. There are no irrevocable proxies\nand no voting  agreements  to which such  Holder is a party with  respect to any\nshares of the capital  stock or other voting  securities  of the Company held by\nsuch Holder.\n\n                                       31\n\n\nSECTION 3.03A   Authority  Relative to this Agreement.  Such Holder has the full\n                -------------------------------------\nlegal right,  power and capacity and all authority and approval  required by law\nto enter into this  Agreement and the documents and  instruments  to be executed\nand  delivered  by him pursuant  hereto,  and to perform  fully his  obligations\nhereunder and  thereunder.  In the event that such Holder is not an  individual,\nthe execution, delivery and performance by such Holder of this Agreement and the\ndocuments and  instruments to be executed and delivered by such Holder  pursuant\nhereto have been duly  authorized  by all  necessary  corporate or other action.\nThis  Agreement and the documents and  instruments  to be executed and delivered\npursuant  hereto are and will be duly  executed and delivered by such Holder and\nare and  will  be the  legal,  valid  and  binding  obligations  of such  Holder\nenforceable against such Holder in accordance with their terms.\n\nSECTION 3.04A   Consents and Approvals; No Violations.\n                -------------------------------------\n\n        (a)     Except for  applicable  requirements  of the  Exchange  Act, the\nSecurities  Act,  state  Blue Sky  laws,  the HSR  Act,  and the  filing  of the\nCertificate of Merger as required by the DGCL and the IBCL,  and, if applicable,\nthe filing of the  Certificate of Designation as required by the DGCL, no filing\nor registration with, and no permit, authorization,  consent or approval of, any\nGovernmental  Entity is  necessary  for the  consummation  by such Holder of the\ntransactions contemplated by this Agreement.\n\n        (b)     Neither the  execution  and  delivery of this  Agreement  or the\ndocuments and  instruments to be executed and delivered  pursuant hereto by such\nHolder,  nor the  consummation by such Holder of the  transactions  contemplated\nhereby or thereby,  nor  compliance  by such  Holder with any of the  provisions\nhereof  or  thereof  will (i)  conflict  with or  result  in any  breach  of any\nprovision of the Articles of Incorporation or By-laws of the Company, or, in the\ncase  that  such  Holder  is not an  individual,  such  Holder's  organizational\ndocuments,  (ii)  result in a  violation  or breach of, or  constitute  (with or\nwithout due notice or lapse of time or both) a default or give rise to any right\nof termination,  cancellation  or acceleration of or loss of a material  benefit\nunder,  or result in the  creation of any Lien (except for  Permitted  Liens) or\ngive rise to any  increased,  additional,  accelerated  or guaranteed  rights or\nentitlements under, or require any consent, approval or notice under, any of the\nterms, conditions or provisions of any note, bond, mortgage, indenture, license,\ncontract,  agreement,  lease or other  instrument  or  obligation  to which such\nHolder is a party or by which such Holder or any of its properties or assets may\nbe bound, or (iii) violate any order, writ, injunction, decree, statute, rule or\nregulation applicable to such Holder or any of its properties or assets.\n\nSECTION 3.05A   Litigation.  There is no legal  action,  suit,  arbitration,  or\n                ----------\nother  legal  or   administrative   proceeding  or   investigation   before  any\nGovernmental Entity pending or, to the knowledge of such Holder,  threatened, to\nwhich such Holder is a party that (a) questions  the validity of this  Agreement\nor any other  documents  or  instruments  to be executed  and  delivered by such\nHolder pursuant hereto, or the right of such Holder to enter into this Agreement\nor any such other  documents or instruments,  or to consummate the  transactions\ncontemplated hereby or thereby, or (b) if adversely determined,  would be likely\nto have a material  adverse  effect on the ability of such Holder to perform his\nrespective  obligations  under this  Agreement  or any such other  documents  or\ninstruments. To the knowledge of such Holder, there is no fact or facts existing\nwhich are reasonably expected to result in, nor is there any basis for, any such\naction, suit, arbitration, or other proceeding or investigation.  Such Holder is\n\n                                       32\n\n\nnot a party to or subject to any order, writ,  injunction,  decree,  judgment or\nother  restriction  of any  Governmental  Entity which is  reasonably  likely to\nprevent or materially  delay such Holder's  ability to enter into this Agreement\nor any other  documents or  instruments  to be executed and  delivered  pursuant\nhereto or consummate the transactions contemplated hereby or thereby.\n\nSECTION 3.06A   Related Party Transactions.  None of such Holder, if such Holder\n                --------------------------\nis an individual,  any member of such Holder's immediate family, or any business\nentity in which such Holder is a partner,  investor,  director or officer,  is a\nparty to any contract,  agreement,  lease or other arrangement or transaction to\nwhich the Company or any of the Company's assets or properties are bound.\n\nSECTION 3.07A   Exclusive Representations and Warranties.  Except as, and to the\n                ----------------------------------------\nextent,  set forth in this  Agreement and the documents  and  instruments  to be\nexecuted  and  delivered  pursuant  hereto,   such  Holder  does  not  make  any\nrepresentations or warranties whatsoever to Parent or Acquisition Subsidiary.\n\n                                   ARTICLE IV\n      REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITIOIN SUBSIDIARY\n\n        Parent and Acquisition  Subsidiary hereby represent,  warrant and agree,\nas follows,  each of which  representations,  warranties and agreements shall be\ndeemed to be independently  material and to have been relied upon by the Company\nand the Holders:\n\nSECTION 4.01    Organization;  Good  Standing.  Each of Parent  and  Acquisition\n                -----------------------------\nSubsidiary  is a  corporation  duly  organized,  validly  existing  and in  good\nstanding under the laws of the State of Delaware.\n\nSECTION 4.02    Authority  Relative  to  this  Agreement.  Each  of  Parent  and\n                ----------------------------------------\nAcquisition  Subsidiary has the full legal right and power and all authority and\napproval  required by law to enter into this  Agreement  and the  documents  and\ninstruments to be executed and delivered by it pursuant  hereto,  and to perform\nfully its  obligations  hereunder and  thereunder.  The execution,  delivery and\nperformance  by Parent  or  Acquisition  Subsidiary  of this  Agreement  and the\ndocuments and  instruments to be executed and delivered by them pursuant  hereto\nhave been duly authorized by all necessary  corporate action. This Agreement and\nthe documents and  instruments to be executed and delivered  pursuant  hereto by\nParent or Acquisition  Subsidiary  are and will be the legal,  valid and binding\nobligations  of Parent and  Acquisition  Subsidiary,  respectively,  enforceable\nagainst them in accordance with their terms.\n\nSECTION 4.03    Consents and Approvals; No Violations.\n                -------------------------------------\n\n        (a)     Except for  applicable  requirements  of the  Exchange  Act, the\nSecurities Act, state Blue Sky laws, the HSR Act, and the filing and recordation\nof the  Certificate  of Merger as  required  by the DGCL and the IBCL,  and,  if\napplicable,  the filing of the  Certificate  of  Designation  as required by the\nDGCL, no filing or registration with, and no permit,  authorization,  consent or\napproval of, any Governmental Entity is necessary for the consummation by Parent\n\n                                       33\n\n\nor Acquisition Subsidiary of the transactions contemplated by this Agreement.\n\n        (b)     Neither the  execution  and  delivery of this  Agreement  or the\ndocuments and instruments to be executed and delivered pursuant hereto by Parent\nor  Acquisition  Subsidiary  nor  the  consummation  by  Parent  or  Acquisition\nSubsidiary of the transactions contemplated hereby or thereby, nor compliance by\nParent or Acquisition  Subsidiary with any of the provisions  hereof or thereof,\nwill  (i)  conflict  with  or  result  in any  breach  of any  provision  of the\nrespective  Certificates  of  Incorporation  or By-laws of Parent or Acquisition\nSubsidiary,  (ii) result in a  violation  or breach of, or  constitute  (with or\nwithout due notice or lapse of time or both) a default or give rise to any right\nof termination,  cancellation  or acceleration of or loss of a material  benefit\nunder, or result in the creation of any Lien in or upon any of the properties or\nassets of Parent or Acquisition Subsidiary under, or give rise to any increased,\nadditional,  accelerated or guaranteed rights or entitlements  under, or require\nany  consent,  approval  or  notice  under,  any of  the  terms,  conditions  or\nprovisions of any note, bond, mortgage, indenture, license, contract, agreement,\nlease or other instrument or obligation to which either of Parent or Acquisition\nSubsidiary  is a party or by which either of them or any of their  properties or\nassets  may be bound or (iii)  violate  any  order,  writ,  injunction,  decree,\nstatute,  rule or regulation  applicable to Parent or Acquisition  Subsidiary or\nany of their  properties  or  assets,  except  in the case of (ii) or (iii)  for\nviolations,  breaches or defaults  which  would not,  in the  aggregate,  have a\nmaterial  adverse effect and which would not prevent or materially delay or have\na material adverse effect on the  consummation of the transactions  contemplated\nhereby.\n\nSECTION 4.04    Validity of Shares Issued.  The shares of Parent Common Stock or\n                -------------------------\nParent  Preferred  Stock,  as the case may be, to be delivered to the Holders in\naccordance  with Article II hereof will at the Effective Time, and the shares of\nParent Common Stock issuable upon conversion of Parent Preferred Stock will upon\nissuance,  be validly issued,  fully paid and  nonassessable,  and the shares of\nParent  Common Stock or, in the case of Parent  Preferred  Stock,  the shares of\nParent Common Stock issuable upon conversion thereof,  will be listed on the New\nYork Stock  Exchange  subject only to official  notice of issuance.  The rights,\npowers,  and  preferences of the Parent  Preferred Stock are as set forth in the\nCertificate of Designation annexed hereto as Exhibit 2.01.\n\nSECTION 4.05    Capitalization of Acquisition Subsidiary. The authorized capital\n                ----------------------------------------\nstock of  Acquisition  Subsidiary  consists of 100 shares of common  stock,  par\nvalue  $.0001 per share,  all of which,  as of the date  hereof,  are issued and\noutstanding and are held by Parent. All of the outstanding shares of Acquisition\nSubsidiary's  common stock have been duly authorized and validly issued, and are\nfully paid and nonassessable.\n\nSECTION 4.06    Litigation.  There is no legal  action,  suit,  arbitration,  or\n                ----------\nother  legal  or   administrative   proceeding  or   investigation   before  any\nGovernmental  Entity  pending  or, to the  knowledge  of Parent and  Acquisition\nSubsidiary,  threatened,  to which Parent or  Acquisition  Subsidiary is a party\nthat (a)  questions  the validity of this  Agreement  or any other  documents or\ninstruments  to be executed and  delivered by Parent or  Acquisition  Subsidiary\npursuant hereto, or the right of Parent and Acquisition Subsidiary to enter into\nthis Agreement or any such other documents or instruments,  or to consummate the\ntransactions  contemplated  hereby or thereby,  or (b) if adversely  determined,\nwould be likely to have a material  adverse  effect on the ability of Parent and\nAcquisition  Subsidiary  to  perform  their  respective  obligations  under this\n\n                                       34\n\n\nAgreement or any such other documents or instruments. To the knowledge of Parent\nand  Acquisition  Subsidiary,  there  is no fact or  facts  existing  which  are\nreasonably  expected to result in, nor is there any basis for,  any such action,\nsuit,  arbitration,  or other  proceeding or  investigation.  Neither Parent nor\nAcquisition  Subsidiary is a party to or subject to any order, writ, injunction,\ndecree, judgment or other restriction of any Governmental Entity which has or is\nreasonably  likely to  prevent  or  materially  delay  Parent's  or  Acquisition\nSubsidiary's  ability  to enter into this  Agreement  or any other  document  or\ninstrument  to be executed  and  delivered  pursuant  hereto or  consummate  the\ntransactions contemplated hereby or thereby.\n\nSECTION 4.07    SEC Reports;  Financial Statements.  Since July 31, 2000, Parent\n                ----------------------------------\nhas timely filed with the  Securities  and Exchange  Commission  (the \"SEC\") all\nreports and other documents required to be filed by it under the Exchange Act or\nthe Securities Act  (collectively,  the \"SEC Reports\") and is otherwise eligible\n                                         -----------\nto file a  registration  statement on Form S-3 covering the offering and sale of\nthe Parent Common Stock. As of their respective dates, or, if amended, as of the\ndate of such amendment,  the SEC Reports complied in all material  respects with\nthe  requirements of the Exchange Act or the Securities Act, as the case may be,\nand the rules and  regulations of the SEC promulgated  thereunder  applicable to\nsuch SEC Reports.  As of their respective dates, or, if amended,  as of the date\nof such  amendment,  the SEC Reports did not contain any untrue  statement  of a\nmaterial fact or omit to state a material fact required to be stated  therein or\nnecessary in order to make the statements therein, in light of the circumstances\nunder which they were made, not misleading.  The financial statements (including\nthe related notes) included in the SEC Reports comply as to form in all material\nrespects with  applicable  accounting  requirements  and the published rules and\nregulations  of the SEC with  respect  thereto  in effect at the time of filing,\nhave been  prepared in accordance  with GAAP  (except,  in the case of unaudited\nstatements,  as permitted by Form 10-Q of the SEC) applied on a consistent basis\nduring the periods  involved  (except as may be indicated in the notes  thereto)\nand fairly present in all material respects the consolidated  financial position\nof Parent and its  consolidated  subsidiaries  as of the dates thereof and their\nconsolidated  results of  operations  and cash flows for the periods  then ended\n(subject, in the case of unaudited statements,  to normal and recurring year-end\naudit adjustments and the absence of footnotes otherwise required under GAAP).\n\nSECTION 4.08    Tax Matters. Neither Parent nor Acquisition Subsidiary has taken\n                -----------\nany action, or knows of any fact, agreement,  plan or other circumstances which,\nindividually or in the aggregate, could cause the Forward Merger (if applicable)\nnot to constitute a \"reorganization\" within the meaning of Section 368(a) of the\nCode.\n\nSECTION 4.09    Exclusive Representations and Warranties.  Except as, and to the\n                ----------------------------------------\nextent,  set forth in this  Agreement and the documents  and  instruments  to be\nexecuted  and  delivered   pursuant  hereto,   neither  Parent  nor  Acquisition\nSubsidiary makes any representations or warranties  whatsoever to the Company or\nthe Holders.\n\n                                       35\n\n\n                                   ARTICLE V\n                    CONDUCT AND TRANSACTIONS PRIOR TO CLOSING\n\nSECTION 5.01    Conduct of Business. From the date hereof until the Closing, the\n                -------------------\nCompany shall, and the Principal Shareholder shall cause the Company to, conduct\nthe Business and operations of the Company in accordance  with past practice and\nin the ordinary  course of business,  maintain the  Company's  current  business\norganization and goodwill,  use its commercially  reasonable efforts to continue\nto  retain  the  services  of the  Company's  present  officers,  employees  and\nconsultants,  and preserve the Company's  relationship with vendors,  suppliers,\ndealers,  distributors,  customers and others having business  dealings with the\nCompany,  and neither  the  Company nor any of the Holders  shall enter into any\ntransaction  or  perform  any act  which  would  constitute  a  breach  of their\nrespective  representations,  warranties,  covenants  and  agreements  contained\nherein.\n\nSECTION 5.02    Certain  Changes  or  Events.  From the date  hereof  until  the\n                ----------------------------\nClosing,  except as  specifically  provided  herein  or with the  prior  written\nconsent of Parent and Acquisition Subsidiary, none of the Company or the Holders\nshall,  and none of the Holders  shall cause the Company to, (a) take any action\nto amend the Company's Articles of Incorporation or By-Laws,  (b) issue, sell or\notherwise dispose of any of the Company's authorized but unissued capital stock,\nredeem any  issued and  outstanding  capital  stock of the  Company or issue any\noption to acquire  capital stock of the Company,  or any securities  convertible\ninto or  exchangeable  for capital stock of the Company,  (c) declare or pay any\ndividend or make any other  distribution  in cash or  property on the  Company's\ncapital  stock  (other than  dividends  payable in respect of Company  Preferred\nStock),  (d) merge or consolidate the Company with or into any corporation,  (e)\nmake or allow the  Company  to become  liable  for any wage or salary  increase,\nbonus,  profit-sharing or incentive  payment to any of its officers,  directors,\nemployees or stockholders,  or otherwise establish, sponsor or amend any Company\nBenefit  Plan except as required by law or pursuant to any  agreement or Company\nBenefit Plan disclosed on Schedule 3.19 hereto, (f) sell or otherwise dispose of\nor encumber  any of the  Company's  properties  or assets other than in sales or\ndispositions in the ordinary course of business consistent with past practice or\nin connection with normal repairs, renewals and replacements,  (g) modify, amend\nor cancel any of the Company's  existing  leases or enter into any  commitments,\ncontracts,  agreements,  leases, warranties,  guarantees or understandings other\nthan in the ordinary course of business consistent with past practice,  (h) fail\nto operate the Business in the customary  manner and in the ordinary and regular\ncourse  of  business  consistent  with past  practice  and to  maintain  in good\ncondition  the  Company's  business  premises,  plant,  fixtures,  furniture and\nequipment,  reasonable wear and tear excepted, (i) cancel or compromise any debt\nor claim related to the Company's  assets,  other than in the ordinary course of\nbusiness,  (j) waive or release any rights of value  relating  to the  Company's\nassets, other than in the ordinary course of business, (k) transfer or grant any\nrights in or under  any  concessions,  leases,  licenses,  agreements,  patents,\ninventions,  trademarks, trade names, service marks, brand marks, brand names or\ncopyrights, or with respect to any know-how,  processes or formulas, relating to\nits assets,  other than in the ordinary course of business  consistent with past\npractice,  (l) enter into any employment  contract with any officer or employee,\nor make any loan to, or enter into any transaction of any other nature with, any\nof  the  Company's  directors,   officers  or  employees,  (m)  enter  into  any\ntransaction,  contract or commitment  with respect to its assets,  other than in\nthe ordinary course of business  consistent  with past practice,  (n) suffer any\ncasualty  loss or damage  (whether  or not such loss or damage  shall  have been\n\n                                       36\n\n\ncovered by  insurance)  which  affects its  ability to conduct  its  business or\naffects the value of its assets as carried on its books,  (o) suffer any adverse\nchange in its financial condition or results of operations or in its assets, (p)\ntake any other action which might  adversely  affect the  interests of Parent or\nAcquisition Subsidiary hereunder or diminish the value of the Company as a going\nconcern,  (q) alter the manner of  keeping  the  Company's  books,  accounts  or\nrecords or the accounting  practices therein reflected,  including any change in\nthe costing standards reflected in the Unaudited Statements,  (r) enter into any\ncontract,  agreement, lease or other arrangement or transaction with the Company\nor any of the Holders or any affiliate thereof,  or (s) enter into any contract,\nagreement or  commitment  with respect to, or propose or  authorize,  any of the\nactions described in the foregoing clauses (a) through (r).\n\nSECTION 5.03    Access to  Information.  Between the date hereof and the Closing\n                ----------------------\nDate,  the Company  shall afford  Parent and  Acquisition  Subsidiary  and their\nrespective  representatives  access, during normal business hours, to all of the\nCompany's  business  operations,   properties,  books,  files  and  records,  to\ncooperate  in the  examination  thereof  and to furnish  Parent and  Acquisition\nSubsidiary with all information  with respect to the business and affairs of the\nCompany as Parent and Acquisition Subsidiary may reasonably request.  Parent and\nAcquisition Subsidiary and their respective representatives shall have the right\nto discuss the affairs of the Company with the directors,  officers,  employees,\nconsultants,  advisors and agents of the Company. No such examination,  however,\nshall  constitute a waiver or  relinquishment  by either  Parent or  Acquisition\nSubsidiary of their respective right to rely upon the Company's and the Holders'\nrepresentations, warranties, covenants and agreements as made herein or pursuant\nhereto. All information  furnished to Parent or Acquisition  Subsidiary pursuant\nto this Section 5.03 shall be subject,  as applicable,  to the provisions of the\nConfidentiality Agreement dated July 31, 2001 between the Company and Parent.\n\nSECTION 5.04    Non-Solicitation.  Between the date hereof and the Closing Date,\n                ----------------\nneither the Company nor any of the Holders will,  and neither will permit any of\nits officers,  directors,  affiliates, agents or representatives to, directly or\nindirectly,  (i)  solicit,  initiate,   encourage,  conduct  or  engage  in  any\ndiscussions, or enter into any agreement or understanding, with any other person\nor  entity  relating  to a merger,  business  combination,  recapitalization  or\nsimilar  corporate event involving the Company or relating to the sale of any of\nthe capital  stock of the Company or any  material  portion of the assets of the\nCompany, or (ii) disclose any nonpublic  information relating to the Company, or\nafford access to the properties,  books or records of the Company,  to any other\nperson or entity that may be considering any such transaction.\n\nSECTION 5.05    Additional  Agreements.  Subject  to the  terms  and  conditions\n                ----------------------\nherein  provided,  each of the parties hereto agrees to use its reasonable  best\nefforts to take promptly,  or cause to be taken, all actions and to do promptly,\nor cause to be done promptly,  all things  necessary,  proper or advisable under\napplicable laws to consummate and make effective the  transactions  contemplated\nby this  Agreement,  and to satisfy all of the  conditions  to the Closing to be\nsatisfied by such party,  including  using its reasonable best efforts to obtain\nall  necessary  actions  or  non-actions,   extensions,  waivers,  consents  and\napprovals  from all  applicable  Governmental  Entities and third  parties,  and\neffecting all necessary registrations and filings. Each Holder shall vote its or\nhis  securities  of the  Company  at  any  general  or  special  meeting  of the\nstockholders  of the Company,  or pursuant to a written consent in lieu thereof,\nin  favor  of,  and  shall  approve,  the  Merger  and  the  other  transactions\ncontemplated hereby. Each of the parties hereto agrees not to take any action or\n\n                                       37\n\n\nfail to take any  action  that  would be likely to cause any  representation  or\nwarranty  contained  in this  Agreement  to cease to be true or accurate or that\nwould be  reasonably  likely to prevent the  performance  of any covenant or the\nsatisfaction of any condition contained in this Agreement.  Nothing contained in\nthis  Agreement  shall be construed to require Parent (i) to divest or commit to\ndivest any assets or business of Parent, any subsidiary of Parent or the Company\nor (ii) to make or commit to make any change to the manner in which the business\nof Parent or any  subsidiary  of Parent or the  Company  or to the  relationship\nbetween  Parent,  any  subsidiary  of  Parent  or the  Company  and any  vendor,\nsupplier, lender, dealer, distributor or customer.\n\nSECTION 5.06    Communications with Agencies. The Company will promptly transmit\n                ----------------------------\nto Parent and Acquisition Subsidiary copies of any communications with NHTSA and\nany other federal or state  regulatory  agencies  received after the date hereof\nwhich relate to the Business.\n\nSECTION 5.07    HSR Act Compliance.  Prior to the date hereof, the parties filed\n                ------------------\nthe Notification and Report Form required to be filed under the HSR Act with the\nFederal Trade  Commission and the  Department of Justice in connection  with the\ntransactions  contemplated  hereby,  and the applicable waiting period under the\nHSR Act has expired.\n\nSECTION 5.08    Public  Disclosure.  Prior  to the  Closing,  no  party  to this\n                ------------------\nAgreement  shall make or cause to be made any press  release  or similar  public\nannouncement or  communication in any form with respect to this Agreement or the\ntransactions  contemplated  hereby,  without the  consent of the other  parties,\nexcept if Parent,  based on the advice of its counsel,  reasonably believes that\nsuch disclosure is required to comply with requirements of applicable law or the\nrules of the New York  Stock  Exchange,  in which  event  Parent,  to the extent\npracticable,  will provide the Company with a copy of the proposed press release\nor other public announcement prior to its disclosure.\n\nSECTION 5.09    Books  and  Records.   From  the  Closing  Date,  the  Surviving\n                -------------------\nCorporation  shall  maintain  such books and records of the Company as have been\ndelivered to it by the Company and the Holders  until the time for the taking of\nany federal tax audit of the Company for its fiscal year 2001 shall have expired\nand shall  provide  the  Holders  and their  representatives  reasonable  access\nthereto in order to enable the Holders to (a) prepare their tax returns, and (b)\nperform  any other acts  reasonably  related  to their  former  interest  in the\nCompany.\n\nSECTION 5.10    Supplements to and Amendments of the Disclosure Schedule.  Prior\n                --------------------------------------------------------\nto the Closing, the Company and the Principal  Shareholder,  with respect to the\nrepresentations  and warranties set forth in Article III, and each Holder,  with\nrespect to the  representations and warranties set forth in Article III.A, agree\nthat they shall promptly supplement or amend, as the case may be, the Disclosure\nSchedule with respect to any matter,  condition or occurrence  arising after the\ndate hereof  which,  if existing or occurring as of the date of this  Agreement,\nwould  have  been  required  to be set  forth  or  described  in the  Disclosure\nSchedule;  provided,  however,  Parent and Acquisition Subsidiary shall have the\nright to refuse to waive any failure of the Company,  the Principal  Shareholder\nor the Holders to satisfy the condition set forth in Section 6.01(b) as a result\nof any  supplement  or amendment  of the  Disclosure  Schedule  pursuant to this\nSection 5.10. To the extent that Parent and Acquisition  Subsidiary  shall waive\nsuch failure to satisfy the  condition  set forth as Section  6.01(b),  any such\nsupplement  to or  amendment  of the  Disclosure  Schedule  with  respect to any\n\n                                       38\n\n\nmatter,  condition  or  occurrence  arising  after  the  date  hereof  shall  be\nconsidered part of the Disclosure  Schedule and, as such, Parent and Acquisition\nSubsidiary  shall  not  make  any  claim  for  indemnification   based  on  such\nsupplements  or  amendments  pursuant to Article IX hereof.  Any  supplement  or\namendment of the  Disclosure  Schedule with respect to any matter,  condition or\noccurrence  existing or occurring as of the date of this  Agreement  that should\nhave been, but was not, set forth or described in the Disclosure Schedule, shall\nnot  affect  the  rights of Parent  and  Acquisition  Subsidiary  under  Section\n10.01(iii) or (iv) or Section 10.02 hereof.\n\nSECTION 5.11    Tax Matters.\n                -----------\n\n        (a)     Parent  and  Acquisition  Subsidiary,  on the one hand,  and the\nCompany,  on the other hand, shall execute and deliver to Akin,  Gump,  Strauss,\nHauer  &amp; Feld,   L.L.P.,   counsel  for  Parent  and  Acquisition   Subsidiary,\ncertificates,  with a copy to the other parties hereto, at such time or times as\nreasonably  requested  by such  counsel in  connection  with its delivery of the\nopinion referred to in Section 6.01(j), in the case that the Merger is a Forward\nMerger.\n\n        (b)     Each of the parties hereto  covenants and agrees (i) not to take\nany action (or to cause the  Surviving  Corporation,  any affiliate of Parent or\nAcquisition  Subsidiary or any affiliate of the Company, as the case may be, not\nto take any  action)  and (ii) not to fail to take any  action  (or to cause the\nSurviving Corporation,  any affiliate of Parent or Acquisition Subsidiary or any\naffiliate of the  Company,  as the case may be, not to fail to take any action),\nwhich if taken or not  taken,  as the case may be,  (excluding  in each case any\naction or failure to take any action  that is  contemplated  by this  Agreement)\ncould be reasonably  anticipated to cause the transactions  contemplated by this\nAgreement not to constitute a \"reorganization\" under Section 368(a) of the Code,\nin the case that the Merger is a Forward Merger.\n\n        (c)     Parent,  on  behalf of  itself  and on  behalf of the  Surviving\nCorporation,  agrees to report any  transaction  that occurs on the Closing Date\nand that is not in the ordinary course of business consistent with past practice\nas occurring  after the Effective Time of the Merger (other than as described in\nSection   2.04(c)(i)),   unless   precluded   from   doing  so   under   Section\n1.1502-76(b)(1)(ii)(B) of the U.S. Treasury Regulations.\n\n        (d)     The  provisions of Sections  5.11(a),  (b) and (c) shall survive\nthe Closing.\n\n        (e)     The  Company  shall  certify in writing to Parent on the Closing\nDate that none of the shares of capital  stock of the Company  constitute a U.S.\nreal property  interest as defined in Section 897 of the Code. The certification\ncontemplated  by this  Section  5.11(e)  will  comply in all  respects  with the\nrequirements of Section 1.1445-2 of the U.S. Treasury Regulations.\n\n                                   ARTICLE VI\n                              CONDITIONS TO CLOSING \n\nSECTION 6.01    Conditions to Obligations of Parent and Acquisition  Subsidiary.\n                ---------------------------------------------------------------\nThe obligations of Parent and Acquisition  Subsidiary to close the  transactions\ncontemplated  by this Agreement are subject to the prior  fulfillment of each of\nthe  following  conditions;  provided,  however,  that  Parent  and  Acquisition\n                             --------   -------\n\n                                       39\n\n\nSubsidiary may waive in writing any one or more of such conditions:\n\n        (a)     Performance  of  Obligations.  The Company and the Holders shall\n                ----------------------------\nhave complied with and performed all the terms, covenants and conditions of this\nAgreement  required to be complied with and performed by them on or prior to the\nClosing Date (including,  without  limitation,  the performance of the covenants\nand conditions set forth on Annex 6.01(a) annexed  hereto),  and shall have made\nall of the  deliveries  required to have been made hereunder by them on or prior\nto the Closing Date.\n\n        (b)     Representations  and Warranties.  All of the representations and\n                -------------------------------\nwarranties  made by the  Company,  the  Principal  Shareholder  and the  Holders\ncontained in this Agreement shall be true and correct, in all material respects,\non the Closing Date, as if made on the Closing Date.\n\n        (c)     Consents.  All necessary approvals of Governmental Entities and,\n                --------\nto the extent  specified  on Annex  6.01(c)  annexed  hereto,  consents of third\n                             -------------\nparties to the  transactions  contemplated  by this  Agreement,  shall have been\nobtained and the applicable  waiting period with respect to the Merger under the\nHSR Act shall have expired.\n\n        (d)     Resolutions. The Company and the Holders shall have delivered to\n                -----------\nParent and  Acquisition  Subsidiary the  resolutions  of the Company's  Board of\nDirectors  (including  any  committees  of the Board of  Directors to the extent\napplicable) and stockholders authorizing the execution, delivery and performance\nof this Agreement and the documents and instruments to be executed and delivered\nby the Company pursuant hereto,  and the  transactions  contemplated  hereby and\nthereby  (including the  acceleration of vesting and  exercisability  of Company\nStock Options),  certified by the President of the Company and dated the Closing\nDate.\n\n        (e)     Legal Opinion.  The Company and the Holders shall have furnished\n                -------------\nParent and Acquisition  Subsidiary  with an opinion,  dated the Closing Date, of\nHutchins, Wheeler &amp; Dittmar, A Professional Corporation, counsel for the Company\nand the Holders, and of Baker &amp; Daniels, special Indiana counsel for the Company\nand the Holders,  addressed to Parent and Acquisition Subsidiary,  substantially\nin the form annexed hereto as Exhibit 6.01(e).\n                              ---------------\n\n        (f)     Closing  Certificates.  The Company shall have furnished  Parent\n                ---------------------\nand Acquisition Subsidiary with a certificate,  dated as of the Closing Date and\nexecuted by the President of the Company, certifying that each of the conditions\nset forth in Section  6.01(a),  (b) (other than with respect to  representations\nand warranties made by the Holders), (k), (l) and (m) has been satisfied.\n\n        (g)     Legal  Matters.  All  legal  matters  in  connection  with  this\n                --------------\nAgreement and the Closing  hereunder shall be approved by Akin,  Gump,  Strauss,\nHauer &amp; Feld, L.L.P., counsel for Parent and Acquisition  Subsidiary;  and there\nshall have been  furnished  to such  counsel by the Company and the Holders such\ncorporate  and  other  records  and  information  as they  may  reasonably  have\nrequested for such purpose.\n\n        (h)     Financial Statements;  \"Comfort\" Letters. Parent and Acquisition\n                ----------------------------------------\nSubsidiary shall have received the following:\n\n                                       40\n\n\n\n                (i)     assurances  from its  auditors,  D&amp;T, that the Financial\n                Statements  referred to in Section 3.06 (or such other financial\n                statements  as the  Shareholders  or the Company may cause to be\n                prepared and\/or audited), as to both scope of review and periods\n                covered,  comply with the reporting  requirements  of Section 13\n                and 15 of the Exchange Act;\n\n                (ii)    from the Company's current independent  certified public\n                accountants,  E&amp;Y, (a) \"comfort\" letter addressed to Parent,  in\n                form  and  substance  reasonably   satisfactory  to  Parent  and\n                reasonably   customary  in  scope  and   substance  for  letters\n                delivered by independent  public  accountants in connection with\n                transactions such as those  contemplated by Section 8.04 and the\n                Registration Rights Agreement, together with assurances from E&amp;Y\n                that additional \"comfort\" letters will be furnished as requested\n                in  connection  with any  other  filings  by  Parent  under  the\n                Exchange Act or the  Securities  Act  (including  any additional\n                Registration  Statements required to be filed by Parent pursuant\n                to the Registration Rights Agreement); and\n\n                (iii)   from E&amp;Y and the Company's former independent  certified\n                public  accountants,   M&amp;P,  consent  letters,   permitting  the\n                inclusion  of the  Financial  Statements  referred to in Section\n                3.06 (or such other financial statements that the Holders or the\n                Company may cause to be prepared  and\/or audited) in the initial\n                Registration  Statement,  together with  assurances from E&amp;Y and\n                M&amp;P  that  additional  consent  letters  will  be  furnished  as\n                requested in  connection  with any other filings by Parent under\n                the Exchange Act or the Securities Act (including any additional\n                Registration  Statements required to be filed by Parent pursuant\n                to the Registration Rights Agreement).\n\n        (i)     Liens.  Parent and Acquisition  Subsidiary shall be satisfied or\n                -----\nshall have received assurances reasonably satisfactory to them that all Liens on\nany of the  Company's  assets  (except  those Liens,  if any, set forth on Annex\n6.01(i)  annexed  hereto  and  Permitted  Liens)  have  been  duly  released  or\nterminated.\n\n        (j)     Tax  Opinion.  In the case that the Merger is a Forward  Merger,\n                ------------\nParent and Acquisition  Subsidiary shall have received an opinion of Akin, Gump,\nStrauss,  Hauer &amp; Feld,  L.L.P.,  counsel to Parent and Acquisition  Subsidiary,\nthat the Merger will qualify as a \"reorganization\" within the meaning of Section\n368(a) of the Code.\n\n        (k)     Borrowings  Limitation.  The aggregate borrowings of the Company\n                ----------------------\n(which shall be  calculated  without  taking into account  checks  issued by the\nCompany and not yet deposited for collection)  shall not exceed $1,000,000 as of\nthe Closing Date.\n\n        (l)     No Material Adverse Change. The absence, between the date hereof\n                --------------------------\nand the Closing Date, of any material  adverse  change in the business,  assets,\nliabilities,  operations,  prospects,  properties  or  condition,  financial  or\notherwise, of the Company.\n\n                                       41\n\n\n        (m)     Legal   Restraints,   Proceedings.   The   absence  of  (i)  any\n                ---------------------------------\ninjunction,  order or decree  issued by any court of competent  jurisdiction  or\nother legal  restraint  or  prohibition  that has the effect of  preventing  the\nconsummation of the transactions contemplated herein as of the Closing Date, and\n(ii) any pending or  threatened  claims or legal  proceedings  as of the Closing\nDate which would, if adversely determined, have a material adverse effect on the\ntransactions contemplated herein.\n\n        (n)     Director  and  Officer  Resignations.   Parent  and  Acquisition\n                ------------------------------------\nSubsidiary shall have received resignations, to be effective as of the Effective\nTime,  in form  and  substance  satisfactory  to  Parent,  of all  officers  and\ndirectors of the Company.\n\nSECTION 6.02    Conditions to  Obligations  of the Company and the Holders.  The\n                ----------------------------------------------------------\nobligations   of  the  Company  and  the  Holders  to  close  the   transactions\ncontemplated  by this Agreement are subject to the prior  fulfillment of each of\nthe following  conditions;  provided,  however, that the Company and the Holders\nmay waive in writing any one or more of such conditions:\n\n        (a)     Performance of Obligations.  Parent and  Acquisition  Subsidiary\n                --------------------------\nshall  each have  complied  with and  performed  all the  terms,  covenants  and\nconditions of this Agreement  required to be complied with and performed by each\non or prior to the Closing Date,  and each shall have made all of the deliveries\nrequired to have been made hereunder by them on or prior to the Closing Date.\n\n        (b)     Representations  and Warranties.  All of the representations and\n                -------------------------------\nwarranties made by Parent and Acquisition Subsidiary contained in this Agreement\nshall be true and correct, in all material respects,  on the Closing Date, as if\nmade on the Closing Date.\n\n        (c)     Consents.  All necessary approvals of Governmental  Entities and\n                --------\nconsents of third parties to the  transactions  contemplated  by this  Agreement\nshall have been obtained and the  applicable  waiting period with respect to the\nMerger under the HSR Act shall have expired.\n\n        (d)     Resolutions;  Officers.  Parent and Acquisition Subsidiary shall\n                ----------------------\nhave  delivered  to the Company and the  Holders  (i) the  resolutions  of their\nrespective  Boards  of  Directors   authorizing  the  execution,   delivery  and\nperformance  by them of this  Agreement and the documents and  instruments to be\nexecuted and delivered by Parent and Acquisition Subsidiary pursuant hereto, and\nthe  transactions  contemplated  hereby  and  thereby,  each  certified  by  the\nPresident  of Parent and  Acquisition  Subsidiary,  respectively,  and dated the\nClosing Date, and (ii) the resolution of the Board of Directors of the Surviving\nCorporation  appointing H. Coleman Davis,  III as the President of the Surviving\nCorporation effective immediately after the Effective Time.\n\n        (e)     Legal  Opinion.  Parent and  Acquisition  Subsidiary  shall have\n                --------------\nfurnished  the Company and the Holders with an opinion,  dated the Closing Date,\nof Akin, Gump, Strauss, Hauer &amp; Feld, L.L.P., counsel for Parent and Acquisition\nSubsidiary, addressed to the Company and the Shareholders,  substantially in the\nform annexed hereto as Exhibit 6.02(e).\n                       ---------------\n\n        (f)     Closing  Certificate.  Parent and Acquisition  Subsidiary  shall\n                --------------------\nhave furnished the Company and the Holders with a  certificate,  dated as of the\n\n                                       42\n\n\nClosing Date and executed by the President of Parent and Acquisition Subsidiary,\nrespectively,  certifying  that  each of the  conditions  set  forth in  Section\n6.02(a) and (b) has been satisfied.\n\n        (g)     Legal  Matters.  All  legal  matters  in  connection  with  this\n                --------------\nAgreement  and the Closing  hereunder  shall be approved by Hutchins,  Wheeler &amp; Dittmar,  A Professional  Corporation,  counsel for the Company and the Holders;\nand  there  shall  be  furnished  to such  counsel  by  Parent  and  Acquisition\nSubsidiary  such  corporate  and  other  records  and  information  as they  may\nreasonably have requested for such purposes.\n\n        (h)     Listing.  The shares of Parent  Common  Stock or, in the case of\n                -------\nParent  Preferred  Stock,  the  shares  of Parent  Common  Stock  issuable  upon\nconversion of the Parent Preferred Stock, shall have been listed on the New York\nStock Exchange subject only to official notice of issuance.\n\n        (i)     Legal   Restraints,   Proceedings.   The   absence  of  (i)  any\n                ---------------------------------\ninjunction,  order or decree  issued by any court of competent  jurisdiction  or\nother legal  restraint  or  prohibition  that has the effect of  preventing  the\nconsummation of the transactions contemplated herein as of the Closing Date, and\n(ii) any pending or  threatened  claims or legal  proceedings  as of the Closing\nDate which would, if adversely determined, have a material adverse effect on the\ntransactions contemplated herein.\n\n                                  ARTICLE VII\n                                     CLOSING \n\nSECTION 7.01    Closing Date.  Upon the terms and subject to the  conditions set\n                ------------\nforth in this Agreement,  the closing of the Merger (the  \"Closing\")  shall take\n                                                           -------\nplace at 11:00  a.m.,  New York time,  on the later to occur of (i)  November 9,\n2001 or (ii) the third (3rd)  business day after the  satisfaction  or waiver of\nthe  conditions  set forth in Article VI (other  than those that by their  terms\ncannot be satisfied  until the time of Closing),  at the offices of Akin,  Gump,\nStrauss,  Hauer &amp; Feld, L.L.P., 590 Madison Avenue, New York, New York 10022, or\nat such  other  time,  date or place  agreed to in  writing  by  Parent  and the\nCompany.  The date on which the Closing actually occurs is referred to herein as\nthe \"Closing Date\".\n     ------------\n\nSECTION 7.02    Deliveries by the Company and the Holders.  At the Closing,  the\n                -----------------------------------------\nCompany and the Holders shall deliver to Parent and Acquisition Subsidiary:\n\n        (a)     The Certificate of Merger, duly executed by the Company;\n\n        (b)     The Registration Rights Agreement, duly executed by the Holders;\n\n        (c)     The Escrow  Agreement,  the Letter  Agreement and the Additional\nEscrow   Agreement,   each  duly   executed   by  the  Holders  and  the  Holder\nRepresentatives;\n\n        (d)     A  non-competition  agreement,  substantially  in  the  form  of\nExhibit 7.02(d) annexed hereto,  duly executed by each of H. Coleman Davis, III,\n--------------\nRonald Fenech,  William  Fenech,  Robert Gaff, Jr., Kim Price and Tonja Lucchese\n(collectively, the \"Non-Competition Agreements\");\n                    --------------------------              \n\n                                       43\n\n\n        (e)     The Stock Restriction Agreement, duly executed by the Holders;\n\n        (f)     A release,  substantially in the form of Exhibit 7.02(f) annexed\nhereto,  duly  executed  by  each  of the  Holders  (collectively,  the  \"Holder\nReleases\"); and\n\n        (g)     All other documents required pursuant to this Agreement,  all in\nform  and  substance   satisfactory   to  counsel  for  Parent  and  Acquisition\nSubsidiary,  as well as any  further  documentation  or  instruments  as Parent,\nAcquisition Subsidiary or their counsel may reasonably require to effectuate the\nterms of this Agreement.\n\nSECTION 7.03    Deliveries by Parent and Acquisition Subsidiary. At the Closing,\n                -----------------------------------------------\nParent and Acquisition Subsidiary shall deliver to the Holders:\n\n        (a)     The   Certificate  of  Merger,   duly  executed  by  Acquisition\nSubsidiary;\n\n        (b)     The  Merger   Consideration,   consisting  of  (i)  certificates\nrepresenting the shares of Parent Common Stock or Parent Preferred Stock, as the\ncase may be,  and (ii) the Cash  Portion,  to  which  each  Holder  is  entitled\npursuant to Article II hereof;  provided,  however,  that the Escrowed Funds and\nthe Additional  Escrowed  Funds shall be deducted from the Merger  Consideration\nand delivered to the Escrow Agent in accordance with Section 2.05;\n\n        (c)     The Registration Rights Agreement, duly executed by Parent;\n\n        (d)     The Escrow  Agreement,  the Letter  Agreement and the Additional\nEscrow Agreement, each duly executed by Parent and the Surviving Corporation;\n\n        (e)     The Stock Restriction Agreement, duly executed by Parent;\n\n        (f)     In the case that the Merger is a Reverse Merger, the Certificate\nof Designation, duly executed by Parent; and\n\n        (g)     All other documents required pursuant to this Agreement,  all in\nform and substance  satisfactory to counsel for the Company and the Holders,  as\nwell as any further  documentation or instruments as the Company, the Holders or\ntheir counsel may reasonably request to effectuate the terms of this Agreement.\n\nSECTION 7.04    Further  Assurances.  The Holders  and Parent  each  agree,  and\n                -------------------\nParent shall cause the Surviving  Corporation to agree, that at any time or from\ntime to time after the  Closing  Date that upon  request  of the other  party or\nparties, the Holders,  Parent and\/or the Surviving Corporation,  as the case may\nbe, will execute, acknowledge and deliver such other and further instruments and\ntake such other action or actions as the requesting party may reasonably request\nin  order to  effectuate  the  terms of this  Agreement  and the  documents  and\ninstruments contemplated hereby.\n\n                                       44\n\n\n                                  ARTICLE VIII\n                         PRIVATE PLACEMENT; RESTRICTIONS \n                       ON TRANSFER; REGISTRATION STATEMENT\n\nSECTION 8.01    Securities Act  Compliance.  The issuance of Parent Common Stock\n                --------------------------\nor Parent  Preferred  Stock (or any Parent Common Stock issuable upon conversion\nof Parent  Preferred  Stock),  as the case may be, to the  Holders  pursuant  to\nArticle II herein shall be effected as a private  placement  pursuant to Section\n4(2) of the Securities Act. In connection therewith,  each Holder represents and\nwarrants to Parent and Acquisition Subsidiary the following:\n\n        (a)     such Holder is either (i) an \"accredited investor\" (as such term\n                is defined in Rule 501(a) of  Regulation  D  promulgated  by the\n                SEC) or (ii)  together with such  Holder's  representatives  and\n                advisors,  has such  knowledge  and  experience in financial and\n                business  matters that such Holder is capable of evaluating  the\n                merits and risks of acquiring  the shares of Parent Common Stock\n                or Parent  Preferred  Stock (or any Parent Common Stock issuable\n                upon conversion of Parent  Preferred Stock) acquired or that may\n                be acquired by such Holder pursuant to Article II herein. Unless\n                such  Holder  is an  accredited  investor,  such  Holder  hereby\n                confirms  that none of the persons or  entities  serving as such\n                Holder's representatives and advisors is an affiliate, director,\n                officer  or  other   employee  of  Parent,   nor  has  any  such\n                representative   or  advisor   advised  such  Holder  that  such\n                representative or advisor has or presently  contemplates having,\n                or  has  had  within  the  past  two  (2)  years,  any  material\n                relationship with Parent;\n\n        (b)     such  Holder  understands  and agrees  that the shares of Parent\n                Common  Stock or Parent  Preferred  Stock (or any Parent  Common\n                Stock  issuable  upon  conversion  of  Parent  Preferred  Stock)\n                acquired  or that may be  acquired  by such  Holder  pursuant to\n                Article II herein have not been registered  under the Securities\n                Act, or under any state  securities  laws, and that  accordingly\n                such shares will not be fully  transferable  except as permitted\n                under various  exemptions  contained in the  Securities  Act, or\n                upon  satisfaction of the registration  and prospectus  delivery\n                requirements of the Securities Act;\n\n        (c)     such Holder acknowledges that such Holder must bear the economic\n                risk of an investment in shares of Parent Common Stock or Parent\n                Preferred  Stock  (or any  Parent  Common  Stock  issuable  upon\n                conversion of Parent  Preferred  Stock)  acquired or that may be\n                acquired  by such  Holder  pursuant  to Article II herein for an\n                indefinite  period  of  time  since  such  shares  will  not  be\n                registered  under the  Securities Act as of the Closing Date and\n                therefore  cannot be sold unless  such  shares are  subsequently\n                registered  or  an  exemption   from   registration   under  the\n                Securities Act is available;\n\n        (d)    such Holder  understands  that the shares of Parent Common Stock\n                or Parent  Preferred  Stock (or any Parent Common Stock issuable\n                upon conversion of Parent  Preferred Stock) acquired or that may\n                be  acquired  by such  Holder  pursuant to Article II herein are\n                being  offered and sold  pursuant to this  Agreement in reliance\n                upon federal and state exemptions for transactions not involving\n                any public offering;\n\n                                       45\n\n\n        (e)     such Holder has (i) had the  opportunity  to meet with  officers\n                and other  representatives  of Parent to discuss  its  business,\n                assets,   liabilities,   financial  condition,  cash  flow,  and\n                operations,  and (ii)  received all  materials,  documents,  and\n                other  information that such Holder deems necessary or advisable\n                to  evaluate  the  shares  of  Parent  Common  Stock  or  Parent\n                Preferred  Stock  (or any  Parent  Common  Stock  issuable  upon\n                conversion of Parent  Preferred  Stock)  acquired or that may be\n                acquired   by  such   Holder   pursuant  to  Article  II  herein\n                (including,  but not limited to, the filing on Form 10-K for the\n                fiscal year ended July 31, 2001 made by Parent with the SEC);\n\n        (f)     such Holder has made an independent examination,  investigation,\n                analysis,  and  evaluation  of Parent  and the  shares of Parent\n                Common  Stock or Parent  Preferred  Stock (or any Parent  Common\n                Stock  issuable  upon  conversion  of  Parent  Preferred  Stock)\n                acquired  or that may be  acquired  by such  Holder  pursuant to\n                Article II herein,  including  such Holder's own estimate of the\n                value of such shares;\n\n        (g)     the shares of Parent Common Stock or Parent  Preferred Stock (or\n                any Parent  Common  Stock  issuable  upon  conversion  of Parent\n                Preferred Stock) acquired or that may be acquired by such Holder\n                pursuant  to Article II herein are being and will be acquired by\n                such Holder for such Holder's own account,  for investment only,\n                not as a  nominee  or  agent,  and  not  with  a  view  to or in\n                connection with any resale or distribution thereof other than in\n                accordance   with  the  Securities  Act  and  other   applicable\n                securities laws; and\n\n        (h)     such Holder has no present  intention  of selling,  granting any\n                participation in, or otherwise distributing the shares of Parent\n                Common  Stock or Parent  Preferred  Stock (or any Parent  Common\n                Stock  issuable  upon  conversion  of  Parent  Preferred  Stock)\n                acquired  or that may be  acquired  by such  Holder  pursuant to\n                Article II herein other than in accordance  with the  Securities\n                Act and other  applicable  securities laws, nor does such Holder\n                have any contract,  undertaking,  agreement or arrangement  with\n                any person to sell, transfer or grant participation with respect\n                to such shares to such person or to any third  person other than\n                in  accordance  with the  Securities  Act and  other  applicable\n                securities laws.\n\nEach Holder  covenants and agrees with Parent and  Acquisition  Subsidiary  that\nsuch Holder will not sell, assign, transfer, pledge, hypothecate or encumber, or\noffer to or grant any option for or  participation  in, or issue any  derivative\nsecurity based on, or any put, call or similar  arrangement with respect to, any\nof the shares of Parent  Common Stock or Parent  Preferred  Stock (or any Parent\nCommon Stock issuable upon  conversion of Parent  Preferred  Stock)  acquired or\nthat may be acquired  by such  Holder  pursuant to Article II herein (any of the\nforegoing,  a  \"Disposition\"  or, as the context may  indicate,  to  \"Dispose\"),\n                                                                      -------\nexcept in compliance  with the Securities Act, any other  applicable  securities\nlaws, and, if applicable,  the provisions of the  Registration  Rights Agreement\nand the Stock Restriction Agreement.\n\nSECTION 8.02    Restrictions  on Transfer.  The shares of Parent Common Stock or\n                ------------------------\nParent  Preferred  Stock (or any Parent Common Stock issuable upon conversion of\nParent  Preferred  Stock),  as the case may be, received by each of the Holders,\nother than the Summit Holders,  pursuant to Article II hereof,  shall be subject\nto restrictions on Disposition as set forth in a stock restriction  agreement to\n\n                                       46\n\n\nbe  entered  into on the  Closing  Date by and  among  Parent  and each  Holder,\nsubstantially in the form annexed hereto as Exhibit 8.02 (the \"Stock Restriction\n                                            ------------       -----------------\nAgreement\").  For purposes of this  Agreement,  the term \"Summit  Holders\" shall\n---------                                                 ---------------\nmean,   collectively,   (i)  Summit   Investors  III,  LP,  a  Delaware  limited\npartnership,  (ii) Summit Ventures V, LP, a Delaware limited partnership,  (iii)\nSummit V  Advisors  Fund,  LP, a Delaware  limited  partnership,  (iv)  Summit V\nAdvisors  Fund  (QP),  LP, a  Delaware  limited  partnership,  and (v)  Summit V\nCompanion Fund, LP, a Delaware limited partnership.\n\nSECTION 8.03    Legends.\n                -------\n\n        (a)     Each certificate representing a share or shares of Parent Common\nStock or Parent  Preferred  Stock (or any  Parent  Common  Stock  issuable  upon\nconversion  of Parent  Preferred  Stock)  shall have  stamped,  printed or typed\nthereon the following legend to reflect the provisions of Section 8.01:\n\n                THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER\n                THE SECURITIES ACT OF 1933, AS AMENDED (THE  \"SECURITIES  ACT\"),\n                AND MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE TRANSFERRED,\n                EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER\n                THE SECURITIES ACT AND A CURRENT  PROSPECTUS,  (2) IN ACCORDANCE\n                WITH RULE 144 UNDER  THE  SECURITIES  ACT,  OR (3)  PURSUANT  TO\n                ANOTHER   APPLICABLE   EXEMPTION  FROM  REGISTRATION  UNDER  THE\n                SECURITIES ACT.\n\n        (b)     In addition,  each certificate issued to a Holder who is a party\nto the Stock Restriction Agreement shall have stamped,  printed or typed thereon\nthe legend required pursuant to the Stock Restriction Agreement.\n\n        (c)     Each  certificate  representing  a share  or  shares  of  Parent\nPreferred Stock (if applicable) shall have stamped, printed or typed thereon the\nfollowing legend:\n\n                THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND\n                WITHOUT CHARGE, A FULL STATEMENT OF THE  DESIGNATIONS,  RELATIVE\n                RIGHTS,  PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS\n                AND  EACH  SERIES  THEREOF   AUTHORIZED  TO  BE  ISSUED  BY  THE\n                CORPORATION.\n\nSECTION 8.04    Registration  of  Parent  Common  Stock.  Parent  shall  use its\n                ---------------------------------------\nreasonable  best efforts to cause the shares of Parent Common Stock  received by\nthe Holders  pursuant to Article II herein or any Parent  Common Stock  issuable\nupon  conversion  of Parent  Preferred  Stock,  as the case may be, that are not\nsubject  to  restrictions  on  Disposition  pursuant  to the  Stock  Restriction\nAgreement,  to be registered for sale from time to time by the Holders on one or\n\n                                       47\n\n\nmore  shelf   registration   statements  on  Form  S-3  (each,  a  \"Registration\n                                                                    ------------\nStatement\").  The initial  Registration  Statement  shall (i) be filed by Parent\n---------\nwith the SEC not later than two (2) business days  following  the Closing,  (ii)\ncover only  those  shares of Parent  Common  Stock or the  Parent  Common  Stock\nissuable upon conversion of Parent Preferred Stock, as the case may be, received\nby any  Holders  who are not  Restricted  Shareholders  (as defined in the Stock\nRestriction Agreement),  and (iii) remain effective for a period of up to twelve\n(12)  months  following  the  effective  date  thereof.  Parent  shall  use  its\nreasonable  best  efforts  to cause the  initial  Registration  Statement  to be\ndeclared  effective  by the SEC as  soon as  practicable  following  the  filing\nthereof. In addition,  Parent will file additional Registration Statements on or\nabout each anniversary of the Closing Date until the fifth (5th)  anniversary of\nthe Closing Date as required to permit sales of shares of Parent Common Stock or\nthe Parent Common Stock issuable upon conversion of Parent  Preferred  Stock, as\nthe case may be,  received  by the  Restricted  Shareholders  to the extent such\nshares  are not  subject  to  restrictions  on  transfer  pursuant  to the Stock\nRestriction  Agreement,  in excess of the  number of shares  that may be sold by\neach such Restricted Shareholder without registration pursuant to Rule 144 under\nthe  Securities  Act,  all as more fully  described in the  Registration  Rights\nAgreement.  On the  Closing  Date,  Parent and each  Holder  shall  enter into a\nregistration  rights  agreement  substantially  in the form  annexed  hereto  as\nExhibit 8.04 (the \"Registration Rights Agreement\").\n------------       -----------------------------\n\n                                   ARTICLE IX\n                            SURVIVAL; INDEMNIFICATION\n\nSECTION 9.01    Survival Past  Closing.  Any  investigation  or  examination  by\n                ----------------------\nParent or Acquisition  Subsidiary of the business,  properties or affairs of the\nCompany or the Holders shall not affect the  representations  and  warranties of\nthe Company and the Holders herein contained, and the respective representations\nand warranties of the parties herein  contained  shall survive the Closing for a\nperiod of one (1) year (referred to herein as \"General  Representations\"),  with\n                                               ------------------------\nthe  exception  of (i)  representations  and  warranties  of the Company and the\nPrincipal  Shareholder  with  respect to taxes,  product  liability  and product\nrecall claims and environmental matters, as set forth in Sections 3.18, 3.24 and\n3.27,  respectively  (referred  to herein as \"Special  Representations\"),  which\n                                              ------------------------\nshall survive the Closing for the applicable  statute of  limitations,  and (ii)\nrepresentations  and  warranties  of each  Holder as set forth in Article  III.A\nhereof (referred to herein as \"Personal  Representations\"),  which shall survive\n                               -------------------------\nindefinitely.\n\nSECTION 9.02    Indemnification  by the Holders.  The Holders  shall  indemnify,\n                -------------------------------\ndefend and hold Parent,  Acquisition  Subsidiary,  the Surviving Corporation and\ntheir  respective  officers,  directors,  employees,  agents,  subsidiaries  and\naffiliates harmless from and against any and all liabilities,  losses,  damages,\nclaims, fines,  penalties,  costs and expenses,  including,  without limitation,\nreasonable  attorneys' and accounting fees (collectively,  \"Losses\") incurred by\n                                                            ------\nParent,  Acquisition  Subsidiary,  the  Surviving  Corporation  or any of  their\nrespective officers,  directors,  employees, agents, subsidiaries or affiliates,\narising  out of or  resulting  from  (i) any  breach  of any  representation  or\nwarranty  made by the Company or the Holders  contained in this  Agreement or in\nany schedule hereto, (ii) the nonperformance of any covenant or obligation to be\nperformed by the Company or the Holders under this  Agreement,  and\/or (iii) any\nof the matters  described on Annex 9.02(iii) hereto (the \"Additional  Matters\");\n                             --------------               -------------------\nprovided,  however,  that (x) no Holder shall be required to  indemnify  for any\n--------   -------\nLosses in excess of the  portion of the Merger  Consideration  received  by such\n\n                                       48\n\n\nHolder,  except for Losses  arising out of or resulting  from the breach of such\nHolder's  Personal  Representations,  which shall not be limited,  (y) no Holder\nshall be required to indemnify for any Losses  arising out of or resulting  from\nthe breach of any other Holder's Personal Representations,  and (z) Losses shall\nbe reduced by any Tax Benefit  resulting from or net insurance  proceeds  (after\ndeducting  any  costs  of  collection)  received  by  Parent  or  the  Surviving\nCorporation  in  connection  with  the  claims  giving  rise to  indemnification\nhereunder.  The obligations of the Holders  pursuant to this Article IX shall be\njoint and several,  to the extent of the Escrowed Funds,  and otherwise shall be\nseveral among the Holders as provided in Section 9.05.\n\n         For purposes of this Agreement,  \"Tax Benefit\" shall mean (i) an actual\nreduction in taxes payable,  (ii) an actual refund of taxes  previously paid, or\n(iii) the present value of any future refund, future credit, reduction in future\ntaxes  payable as a result of an increased  net  operating  loss or other future\nreduction in an otherwise required tax payment,  including in each such case any\ninterest paid (or in the case of a future refund,  payable) thereon. The present\nvalue of the amounts  described in clause (iii) of the preceding  sentence shall\nbe computed  (A) using the tax rate  applicable  to the highest  level of income\nwith respect to such tax under the applicable tax law on the date prescribed for\npayment of the  indemnity  payment  (taking into  account,  if  applicable,  the\ncharacter  of the  income  which is  reduced  by the loss or  similar  item) and\nassuming  sufficient  income in all  applicable tax periods to use such benefit,\nand (B) using as a  discount  rate the  interest  rate on such date  imposed  on\ncorporate  deficiencies  paid  within  thirty  (30) days of a notice of proposed\ndeficiency under Section 6621(a) of the Code.\n\nSECTION 9.03    Indemnification by Parent and Acquisition Subsidiary. Parent and\n                ----------------------------------------------------\nAcquisition  Subsidiary shall jointly and severally  indemnify,  defend and hold\nthe Holders and their  respective  affiliates  harmless from and against any and\nall Losses incurred by any of the Holders or their affiliates  arising out of or\nresulting from (i) any breach of any  representation  or warranty made by Parent\nor  Acquisition  Subsidiary  contained  in  this  Agreement,   and\/or  (ii)  the\nnonperformance  of any  covenant  or  obligation  to be  performed  by Parent or\nAcquisition Subsidiary under this Agreement.\n\nSECTION 9.04    Limitation on  Indemnification.  Neither the Holders pursuant to\n                ------------------------------\nSection 9.02 nor Parent,  Acquisition  Subsidiary or the  Surviving  Corporation\npursuant to Section 9.03 shall be obligated to indemnify  the other  against any\nLosses until Parent,  Acquisition Subsidiary and the Surviving  Corporation,  on\none hand, or the Holders,  on the other hand, have incurred  aggregate Losses in\nexcess of One  Million  Dollars  ($1,000,000)  (the  \"Basket\"),  except that the\nBasket shall not be applicable to claims for indemnification against the Holders\nfor breaches of Special Representations,  Personal Representations or Additional\nMatters,  in  which  case  Parent,  Acquisition  Subsidiary  and  the  Surviving\nCorporation  shall be entitled to receive  the full amount of their  Losses.  At\nsuch time as the aggregate Losses  (including Losses arising out of or resulting\nfrom Special  Representations,  Personal  Representations or Additional Matters)\nincurred by Parent, Acquisition Subsidiary and the Surviving Corporation, on one\nhand,  or Losses  incurred by the Holders,  on the other hand,  shall exceed the\nBasket,  such party  shall be  entitled to receive the full amount of its Losses\n(and not only that portion which is in excess of the Basket).\n\n                                       49\n\n\nSECTION 9.05    Exclusive  Remedy.  The withdrawal of Escrowed Funds  (including\n                -----------------\nany undistributed interest earned thereon), as provided in Section 2.05(a)(iii),\nwill be the exclusive  source of  satisfaction  for monetary  Losses  subject to\nindemnification  by the Holders  pursuant to this Article IX,  except for Losses\narising out of or resulting from breaches of Special Representations or Personal\nRepresentations.  Subject to the  provisions of Section 9.02, (a) Losses arising\nout of or resulting from breaches of Personal  Representations  may, in the sole\ndiscretion  of Parent,  Acquisition  Subsidiary  and Surviving  Corporation,  be\nsatisfied from any source including, but not limited to, the Escrowed Funds; (b)\nLosses  arising out of or  resulting  from  breaches of Special  Representations\nshall be paid, first, from the Escrowed Funds and, thereafter,  from any source,\nprovided,  however,  that the maximum  amount of all monetary  Losses subject to\n--------   -------\nindemnification  by the Holders  pursuant  to this  Article IX arising out of or\nresulting from General  Representations,  Special Representations and Additional\nMatters  (but not  Personal  Representations)  shall not exceed  Twenty  Million\nDollars  ($20,000,000)  (inclusive of the Fifteen Million Dollars  ($15,000,000)\ndeposited as Escrowed Funds, after giving effect to any withdrawal or release of\nEscrowed  Funds  pursuant to Sections  2.05(a)(i));  and (c) any  liability  for\nLosses arising out of or resulting from breaches of Special  Representations  or\nAdditional Matters from sources other than Escrowed Funds shall be several among\nthe  Holders,   pro  rata,  based  on  the  respective  portion  of  the  Merger\nConsideration received by each such Holder under Sections 2.01(b)(iii) and (iv).\nFrom and after the Closing Date,  the provisions of this Article IX shall be the\nsole and exclusive  remedy for monetary damages arising out of or resulting from\nthe breach of any  representations  or warranties made pursuant to Articles III,\nIII.A or IV of this  Agreement,  absent fraud or intentional  misrepresentation.\nNothing  contained in this Article IX shall limit or affect the  obligations  of\nthe Holders pursuant to the Letter Agreement.\n\nSECTION 9.06      Indemnification Procedures.\n                  --------------------------\n\n        (a)     If Parent,  Acquisition Subsidiary or the Surviving Corporation,\n\non one hand,  or the Holders,  on the other hand,  shall  receive  notice of any\nmatter  which  such  party,  or  any of its  officers,  directors  subsidiaries,\nemployees,  agents,  subsidiaries  or  affiliates  (any  of  the  foregoing,  an\n\"Indemnitee\"),  has determined has given,  or, with respect to any matters other\n ----------\nthan a breach of a  representation  or warranty  set forth in Section  3.22,  is\nreasonably likely to result in, a right of indemnification under this Agreement,\nthe Indemnitee  shall promptly give the  indemnifying  party (the  \"Indemnitor\")\n                                                                    ----------\nwritten notice of such claim,  stating the amount of the Losses,  if known,  and\nmethod of computation thereof,  all with reasonable  particularity and including\ndocumentary proof, if available, and containing a reference to the provisions of\nthis Agreement in respect of which such right of  indemnification  is claimed or\narises;  provided,  however,  that failure to so notify the Indemnitor shall not\n         --------   -------\nrelieve the  Indemnitor  from any liability  which it may have on account of the\nclaim,  except to the extent the Indemnitor  shall have been  prejudiced by such\nfailure.\n\n        (b)     If an Indemnitee shall receive notice of any claim or proceeding\ninitiated by a third party which is or may be subject to indemnification  (each,\na \"Third Party  Claim\"),  the  Indemnitee  shall  promptly  give the  Indemnitor\n   ------------------\nwritten notice of such Third Party Claim; provided,  however, that failure to so\n                                          --------   -------\nnotify the Indemnitor  shall not relieve the Indemnitor from any liability which\nit may have on  account  of the Third  Party  Claim,  except to the  extent  the\nIndemnitor  shall  have  been  prejudiced  by such  failure.  In such  event the\nIndemnitee  shall permit the  Indemnitor,  at its option,  to participate in the\ndefense  of such Third  Party  Claim by counsel of its own choice and at its own\n\n                                       50\n\n\nexpense. If, however,  the Indemnitor  acknowledges in writing its obligation to\nindemnify the Indemnitee  hereunder against all Losses that may result from such\nThird Party Claim and the Indemnitee is reasonably satisfied that the Indemnitor\nhas sufficient funds available  (whether Escrowed Funds or otherwise) to pay any\nLosses  resulting  from such Third Party  Claim,  then the  Indemnitor  shall be\nentitled,  at its  option,  to assume and  control  the defense of such claim by\ncounsel of its own choice and at its own expense,  provided that the  Indemnitor\n                                                   --------\nand its  counsel  shall  proceed  with  diligence  and good faith  with  respect\nthereto.  Notwithstanding the foregoing,  the Indemnitee shall have the right to\nemploy  separate  counsel in any Third Party Claim and the fees and  expenses of\nsuch counsel shall be at the expense of such  Indemnitor  if: (i) the Indemnitor\nhas failed to promptly  assume the defense and employ  counsel or (ii) the named\nparties to any such Third Party Claim (including any impleaded  parties) include\nsuch Indemnitee and any Indemnitor,  and such Indemnitee shall have been advised\nby its counsel that there is a conflict of interest  between the  Indemnitor and\nsuch  Indemnitee  with  respect to such Third Party Claim or with respect to any\nlegal defense which may be available;  provided,  however,  that the  Indemnitor\n                                       --------   -------\nshall not in such event be  responsible  hereunder  for the fees and expenses of\nmore  than  one  firm of  separate  counsel  in  connection  with  any  claim or\nproceeding.\n\n        (c)     In the event the Indemnitor exercises its right to undertake the\ndefense of any Third  Party  Claim,  the  Indemnitee  shall  cooperate  with the\nIndemnitor  in such  defense and make  available  to the  Indemnitor  witnesses,\npertinent  records,  materials and  information  in its  possession or under its\ncontrol  relating  thereto  as  are  reasonably  requested  by  the  Indemnitor.\nSimilarly,  in the event the Indemnitee is,  directly or indirectly,  conducting\nthe defense against any Third Party Claim,  the Indemnitor  shall cooperate with\nthe Indemnitee in such defense and make  available to the Indemnitee  witnesses,\npertinent  records,  materials and  information  in its  possession or under its\ncontrol relating thereto as are reasonably requested by the Indemnitee. No Third\nParty Claim may be settled by the Indemnitor  without the written consent of the\nIndemnitee,  which  consent  shall  not be  unreasonably  withheld  or  delayed;\nprovided, however, that the Indemnitor may settle such Third Party Claim without\n--------  -------\nthe  consent  of the  Indemnitee  so  long as the  settlement  (x)  includes  an\nunconditional  release  of the  Indemnitee,  in form  and  substance  reasonably\nsatisfactory  to the  Indemnitee,  from the third party  claimant,  (y) does not\nimpose any liabilities or obligations on the Indemnitee, and (z) with respect to\nany  non-monetary  provision  of any  settlement  of a claim  in  which  Parent,\nAcquisition Subsidiary or the Surviving Corporation is the Indemnitee,  does not\nimpose  conditions  upon the Indemnitee  which, in the  Indemnitee's  good faith\njudgment,  could have a material  adverse  effect on the  business,  operations,\nassets, properties or prospects of the Indemnitee. No Third Party Claim which is\nbeing  defended  in good faith by the  Indemnitee  alone,  or  jointly  with the\nIndemnitor,  shall be settled by the Indemnitee  without the written  consent of\nthe  Indemnitor,  which consent shall not be  unreasonably  withheld;  provided,\n                                                                       --------\nhowever,  that the  Indemnitee  may settle such claim without the consent of the\n-------\nIndemnitor so long as the  settlement (x) includes an  unconditional  release of\nthe Indemnitor, in form and substance reasonably satisfactory to the Indemnitor,\nfrom the claim by the  Indemnitee  and the third party claimant and (y) does not\nimpose any liabilities or obligations on the Indemnitor.\n\n                                       51\n\n\n                                   ARTICLE X\n                            TERMINATION OF AGREEMENT\n\nSECTION 10.01   Events of Termination. This Agreement may be terminated, and the\n                ---------------------\ntransactions  contemplated  hereby  may be  abandoned,  at any time prior to the\nClosing Date:\n\n                (i)     by the mutual  consent of the Boards of Directors of the\n                Company, Parent and Acquisition Subsidiary;\n\n                (ii)    by  either  Parent  or  Acquisition  Subsidiary,  if the\n                Company or any of the Holders  breaches any of their  respective\n                representations,  warranties,  covenants or agreements contained\n                in this Agreement;\n\n                (iii)   by the  Company,  if  Parent or  Acquisition  Subsidiary\n                breaches any of their  respective  representations,  warranties,\n                covenants or agreements contained in this Agreement;\n\n                (iv)    by either Parent or Acquisition  Subsidiary,  on the one\n                hand,  or  the  Company,  on  the  other  hand,  if  any  of the\n                conditions to such party's obligations to close the transactions\n                contemplated  by this  Agreement is not  satisfied (or waived in\n                writing by such  party) on or prior to  November  30,  2001 (the\n                \"Outside  Date\");  provided,   however,  that  if  any  of  such\n                 -------------     --------    -------\n                conditions  is not  satisfied  as a result of the  breach by any\n                party  of  its   representations,   warranties,   covenants   or\n                agreements   contained  in  this   Agreement,   then  the  party\n                responsible  for  such  breach  shall  not  have  the  right  to\n                terminate this Agreement pursuant to this clause (iv);\n\n                (v)     by either Parent or Acquisition  Subsidiary,  on the one\n                hand, or the Company,  on the other hand, if the Closing has not\n                occurred on or prior to the  Outside  Date;  provided,  however,\n                                                             --------   -------\n                that if the Closing has not  occurred on or prior to the Outside\n                Date  as  a  result   of  the   breach   by  any  party  of  its\n                representations,  warranties,  covenants or agreements contained\n                in this  Agreement,  then the party  responsible for such breach\n                shall not have the right to terminate this Agreement pursuant to\n                this clause (v); or\n\n                (vi)    by either Parent or Acquisition  Subsidiary,  on the one\n                hand, or the Company, on the other hand, if any of the following\n                shall occur:  (i) any  suspension  or  limitation  of trading in\n                securities  generally on the New York Stock Exchange lasting for\n                more than  twenty-four (24) hours,  (ii) any banking  moratorium\n                declared by U.S. Federal or New York  authorities,  or (iii) any\n                outbreak or escalation of major  hostilities in which the United\n                States  is  involved  or  any  other  substantial   national  or\n                international calamity or emergency.\n\nSECTION 10.02   Effect of  Termination.  In the event that  either  party  shall\n                ----------------------\nelect to terminate this  Agreement  pursuant to any provision  contained  herein\nexpressly  giving  such  party  the  right to  terminate  this  Agreement,  this\nAgreement  shall  forthwith  terminate and have no further  effect,  and neither\nparty shall have any further  obligation  or  liability  (except with respect to\n\n                                       52\n\n\nthose  provisions  hereof  which  expressly  survive  any  termination  of  this\nAgreement).  Notwithstanding  the foregoing,  the  termination of this Agreement\npursuant to any  provision  hereof shall not relieve any party of any  liability\nfor a  breach  of any  representation  or  warranty,  or  nonperformance  of any\ncovenant or obligation  hereunder,  and any such termination shall not be deemed\nto be a waiver of any available remedy for any such breach or nonperformance.\n\n                                   ARTICLE XI\n                                  FINDER'S FEES\n\n        The Company and the Holders, on the one hand, and Parent and Acquisition\nSubsidiary,  on the other  hand,  represent  and warrant to each other that they\nrespectively have had no dealings with any finder, broker,  financial advisor or\ninvestment  banker in  connection  with the  transactions  contemplated  by this\nAgreement,  other  than  Barrington  Associates  (\"Barrington\"),  which has been\n                                                   ----------\nengaged pursuant to separate  agreement by the Company and the Holders and whose\ncompensation  will be paid in  accordance  with  Section  13.01(b)  hereof.  The\nHolders will indemnify and hold Parent and Acquisition  Subsidiary harmless from\nand against any and all  liabilities  (including  but not limited to  reasonable\nattorneys'  fees)  to  which  either  may be  subjected  by  reason  of (i)  any\ncompensation or amounts due or to become due to Barrington (including any Losses\nrelating to or arising out of that certain engagement letter dated July 26, 2001\nbetween Barrington and the Company or that certain termination agreement of even\ndate herewith between  Barrington and the Company),  or (ii) any other finder's,\nbroker's, financial advisor's,  investment banker's or similar fee or commission\nwith respect to the  transactions  contemplated  by this Agreement to the extent\nsuch fee is attributable to any action undertaken by the Holders or the Company;\nprovided,  however,  any  liabilities  arising  out  of or  resulting  from  the\n--------   -------\nforegoing may, in the sole discretion of Parent,  Acquisition Subsidiary and the\nSurviving Corporation,  be satisfied from any source including,  but not limited\nto, the Escrowed Funds; and provided, further, that the liability of the Holders\n                            --------  -------\nfor such  liabilities  from the Escrowed  Funds shall be joint and several,  and\notherwise shall be several among the Holders,  pro rata, based on the respective\n                                               --- ----\nportion of Merger  Consideration  received  by each such Holder  under  Sections\n2.01(b)(iii)  and (iv).  Parent and  Acquisition  Subsidiary  will  jointly  and\nseverally  indemnify and hold the Holders  harmless from and against any and all\nliabilities  (including but not limited to reasonable  attorneys' fees) to which\nany of them may be  subjected  by reason of any  finder's,  broker's,  financial\nadvisor's,  investment banker's or similar fee or commission with respect to the\ntransactions   contemplated  by  this  Agreement  to  the  extent  such  fee  is\nattributable to any action undertaken by Parent or Acquisition  Subsidiary.  The\nprovisions of this Article XI shall survive any termination of this Agreement.\n\n                                  ARTICLE XII\n                                     NOTICES\n\n        Any notice  required  or  permitted  to be given by any party under this\nAgreement shall be given in writing and shall be deemed  effectively  given upon\npersonal  delivery to the party to be notified,  on the next  business day after\ndelivery to a nationally  recognized  overnight  courier  service,  when sent by\nconfirmed facsimile if sent during normal business hours of the recipient, or if\nnot,  then on the next  business day, or five days after deposit with the United\n\n                                       53\n\n\nStates Post Office,  by  registered  or certified  mail,  postage  prepaid,  and\naddressed  to the  party to be  notified  at the  address  or  facsimile  number\nindicated  below for such  party,  or at such  other  address  as such party may\ndesignate upon written notice to the other parties (except that notice of change\nof address  shall be deemed given upon  receipt).  Telephone  numbers and e-mail\naddresses are provided herein for convenience  only, and  communications by such\nmeans shall not constitute effective notice hereunder.\n\n                  (a)      In the case of Parent or Acquisition Subsidiary:\n\n                           Thor Industries, Inc.\n                           419 West Pike Street\n                           Jackson Center, Ohio  45334\n                           Attn:  President\n                           Facsimile:  937-596-6539\n                           Telephone:  937-596-6849\n\n                           With a copy to:\n\n                           Akin, Gump, Strauss, Hauer &amp; Feld, L.L.P.\n                           590 Madison Avenue\n                           New York, New York  10022\n                           Attn:    Alan Siegel\n                                    Steven H. Scheinman\n                           Facsimile:  212-872-1002\n                           Telephone:  212-872-1000\n                           E-mail:    asiegel@akingump.com\n                                      sscheinman@akingump.com\n\n                  (b)      In the case of the Company:\n\n                           Keystone RV Company\n                           17400 Hackberry Drive\n                           Goshen, Indiana  46526\n                           Attn:  President\n                           Facsimile:  219-642-3281\n                           Telephone:  219-642-1508\n                           E-mail:  coled@keystonerv.com\n\n                                       54\n\n\n                           With a copy to:\n\n                           Hutchins, Wheeler &amp; Dittmar\n                           A Professional Corporation\n                           101 Federal Street\n                           Boston, Massachusetts  02110\n                           Attn:  James Westra, Esq.\n                                  Marilyn French, Esq.\n                           Facsimile:  617-951-1295\n                           Telephone:  617-951-6600\n                           E-mail:  jxw@hutch.com\n                                    mxf@hutch.com\n\n                  (c)      In the  case of the  Holders,  to each of the  Holder\nRepresentatives:\n\n                           H. Coleman Davis, III\n                           c\/o Keystone RV Company\n                           17400 Hackberry Drive\n                           Goshen, Indiana  46526\n                           Facsimile:  219-642-3281\n                           Telephone:  219-642-1508\n                           E-mail:  coled@keystonerv.com\n\n                           and\n\n                           Joseph F. Trustey\n                           c\/o Summit Partners\n                           600 Atlantic Avenue\n                           Suite 2800\n                           Boston, MA  02210\n                           Facsimile:  617-824-1100\n                           Telephone:  617-824-1000\n                           E-mail:  jtrustey@summitpartners.com\n\n                           In each case, with a copy to:\n\n                           Hutchins, Wheeler &amp; Dittmar\n                           A Professional Corporation\n                           101 Federal Street\n                           Boston, Massachusetts  02110\n                           Attn:  James Westra, Esq.\n                                  Marilyn French, Esq.\n                           Facsimile:  617-951-1295\n                           Telephone:  617-951-6600\n                           E-mail:  jxw@hutch.com\n                                    mxf@hutch.com\n\n                                       55\n\n\n\n                                  ARTICLE XIII\n                                  MISCELLANEOUS\n\nSECTION 13.01   Expenses.\n                --------\n\n        (a)     Irrespective  of whether the Closing is effected,  and except as\notherwise expressly provided herein, Parent and Acquisition Subsidiary shall pay\nall costs and expenses that they incur,  and the Holders shall pay all costs and\nexpenses that the Company or the Holders incur,  including,  but not limited to,\nlegal, accounting,  financial advisory and investment banking fees and expenses,\nwith respect to the  negotiation  and execution of this  Agreement and any other\ndocuments or instruments to be executed and delivered  pursuant hereto,  and the\nperformance of any covenants to be performed by such party and  satisfaction  of\nany  conditions  to be  satisfied  by such party which are  contained  herein or\ntherein.  The provisions of this Section 13.01 shall survive any  termination of\nthis Agreement.\n\n        (b)     Notwithstanding  Section 13.01(a),  upon the Closing, Parent and\nAcquisition  Subsidiary shall pay, on behalf of the Company and the Holders, (i)\nall fees and  expenses  incurred by the Company  and the  Holders  described  in\nSection  13.01(a)  above,  directly  to  the  Company's  and  Holder's  counsel,\ninvestment  banker and  accountants as set forth in a  disbursement  instruction\nletter to be  delivered  by the Company to Parent no later than two (2) business\ndays  prior to the  Closing  Date,  and (ii) any fees  payable  on or before the\nClosing Date by the Holders to the Escrow Agent pursuant to the Escrow Agreement\nand the Additional Escrow Agreement.  Not later than two (2) business days prior\nto the  Closing  Date,  the Holder  Representatives  shall  cause (x)  Hutchins,\nWheeler &amp; Dittmar,  A Professional  Corporation,  counsel to the Company and the\nHolders, to deliver a letter to Parent indicating the final amount of legal fees\nowed it with wire  payment  instructions,  and (y)  Barrington,  the  investment\nbanker  for the  Company,  to  deliver a letter to Parent  indicating  the final\namount of investment banking fees owed to it with wire payment instructions, and\n(z) E&amp;Y,  the  accountants  for the  Company,  to  deliver  a letter  to  Parent\nindicating the accounting fees owed to it. All payments by Parent or Acquisition\nSubsidiary of fees and expenses  pursuant to this Section  13.01(b) are referred\nto herein collectively as \"Company Expense Payments\".\n                           ------------------------\n\n        (c)     In the event that any costs or  expenses  of the  Company or the\nHolders are not paid by the Holders pursuant to Section 13.01(a) or by Parent or\nAcquisition Subsidiary pursuant to Section 13.01(b) and, instead, are payable by\nthe Company (or the Surviving Corporation) following the Closing, such costs and\nexpenses  shall be accrued and reserved on the Estimated  Closing  Balance Sheet\nand the Audited Closing Balance Sheet for purposes of Section 2.04.\n\nSECTION 13.02   Entire Agreement. This Agreement, together with the Exhibits and\n                ----------------\nSchedules  annexed hereto,  and the documents and instruments to be executed and\ndelivered pursuant hereto, constitutes the entire understanding and agreement by\nand among the parties  hereto with  respect to the subject  matter  hereof,  and\nsupersedes  all prior  negotiations,  agreements and  understandings  among such\nparties with respect to the subject matter hereof.\n\nSECTION 13.03   Amendments  and  Waivers.  Any  term  of this  Agreement  may be\n                ------------------------\namended and the  observance of any term of this  Agreement may be waived (either\n\n                                       56\n\n\ngenerally   or  in  a   particular   instance   and  either   retroactively   or\nprospectively), only by an instrument in writing and signed by the party against\nwhom such amendment or waiver is sought to be enforced;  provided, however, that\n                                                         --------  -------\nany such  amendment  or waiver  signed by the  Holder  Representatives  shall be\nbinding on all of the Holders as provided  in Section  13.15.  The waiver by any\nparty hereto of a breach of any provision of this Agreement shall not operate or\nbe construed as a further or continuing  waiver of such breach or as a waiver of\nany other or subsequent  breach.  No failure on the part of any party hereto, to\nexercise, and no delay in exercising, any right, power or remedy hereunder shall\noperate as a waiver  thereof,  nor shall any single or partial  exercise of such\nright,  power or remedy  by any  party  hereto,  preclude  any other or  further\nexercise thereof or the exercise of any other right, power or remedy.\n\n\n\nSECTION 13.04   Successors and Assigns.  Acquisition  Subsidiary  shall have the\n                ----------------------\nright to assign this Agreement and its rights and  obligations  hereunder to any\nwholly-owned subsidiary of Parent. Except as provided in the preceding sentence,\nneither this  Agreement  nor any rights  hereunder  may be assigned by any party\nwithout the prior written consent of the other parties.  This Agreement shall be\nbinding  upon and shall  inure to the  benefit of the  parties  hereto and their\nrespective successors and permitted assigns.\n\nSECTION 13.05   Governing Law. This Agreement, including the validity hereof and\n                -------------\nthe rights and  obligations  of the parties  hereunder,  and all  amendments and\nsupplements hereof and all waivers and consents hereunder, shall be construed in\naccordance  with and governed by the domestic  substantive  laws of the State of\nNew  York  without  giving  effect  to any  choice  of law or  conflicts  of law\nprovision or rule that would cause the  application of the domestic  substantive\nlaws of any other jurisdiction.\n\nSECTION 13.06   Severability.  If any provisions of this Agreement as applied to\n                ------------\nany part or to any  circumstance  shall be  adjudged by a court to be invalid or\nunenforceable,  the same  shall in no way  affect  any other  provision  of this\nAgreement,  the application of such provision in any other  circumstances or the\nvalidity or enforceability of this Agreement.\n\nSECTION 13.07   No Third-Party Beneficiaries. Nothing in this Agreement, express\n                ----------------------------\nor implied, shall create or confer on any person other than the parties or their\nrespective successors and permitted assigns, any rights,  remedies,  obligations\nor liabilities, except as expressly provided in Article IX hereof.\n\nSECTION 13.08   Attorneys'  Fees. If any action at law or in equity is necessary\n                ----------------\nto enforce or interpret  the terms of this  Agreement  or any other  document or\ninstrument to be executed or delivered  pursuant  hereto,  the prevailing  party\nshall be entitled to reasonable  attorneys'  fees,  costs and  disbursements  in\naddition to any other relief to which such party may be entitled.\n\nSECTION 13.09   Remedies.  In  case  any one or  more  of the  covenants  and\/or\n                --------\nagreements  set forth in this  Agreement  shall have been  breached by any party\nhereto,  the party or  parties  entitled  to the  benefit of such  covenants  or\nagreements may, except as may otherwise be expressly provided in this Agreement,\nproceed to protect and enforce  their rights  either by suit in equity and\/or by\naction at law, including,  but not limited to, an action for damages as a result\n\n                                       57\n\n\nof any such  breach  and\/or  an  action  for  specific  performance  of any such\ncovenant or  agreement  contained  in this  Agreement.  The  rights,  powers and\nremedies of the parties under this Agreement are cumulative and not exclusive of\nany other  right,  power or remedy  which such  parties may have under any other\nagreement or law. No single or partial assertion or exercise of any right, power\nor remedy of a party hereunder shall preclude any other or further  assertion or\nexercise thereof.  From and after the Closing Date, the provisions  contained in\nArticle IX herein shall be the sole and  exclusive  remedy for monetary  damages\narising out of or resulting from the breach of any representations or warranties\nmade pursuant to Articles III,  III.A or IV of this  Agreement,  absent fraud or\nintentional misrepresentation.\n\nSECTION 13.10   Consent to Jurisdiction and Service of Process. Each Holder, for\n                ----------------------------------------------\nitself,  its  personal  representatives,  legatees,  heirs and  assigns,  hereby\nconsents to the personal  jurisdiction  of the courts of the County and State of\nNew York and of the United States  District  Court for the Southern  District of\nNew York, each as may have competent  jurisdiction,  with respect to any dispute\nor  controversy  arising under or in connection  with this  Agreement and agrees\nthat  process  issued out of any such court or in  accordance  with the rules of\npractice  of such  court  may be  served  by mail or other  form of  substituted\nservice to the Holder  Representatives,  as provided by Section 13.15(a), at the\naddresses  and with  copies as  provided  in  Article  XII and that any  actions\ntherein may be consolidated  in a single action.  Each Holder also agrees not to\nbring any  dispute  or  controversy  arising  under or in  connection  with this\nAgreement in any other  court.  Each Holder  waives any defense of  inconvenient\nforum to the maintenance of any dispute or controversy so brought and waives any\nbond,  surety,  or other security that may be required of any other party hereto\nwith respect  such dispute or  controversy.  Nothing  contained  herein shall be\ndeemed to prevent Parent,  Acquisition  Subsidiary or the Surviving  Corporation\nfrom effecting  service of process upon any Holder in any other manner permitted\nby law or from commencing any action in any court having competent jurisdiction.\n\nSECTION 13.11   Counterparts.  This  Agreement  may be  executed  in two or more\n                ------------\ncounterparts,  each of which shall be deemed an original, but all of which taken\ntogether shall constitute one and the same instrument.\n\nSECTION 13.12   Certain References;  Captions. Whenever the context may require,\n                -----------------------------\nany pronoun used in this Agreement  shall include the  corresponding  masculine,\nfeminine or neuter  forms,  and the singular  form of nouns,  pronouns and verbs\nshall  include  the plural  and vice  versa.  The terms  \"herein\",  \"hereof\"  or\n\"hereunder\"  or similar  terms as used in this  Agreement  refer to this  entire\nAgreement  and not to the  particular  provision in which the term is used.  The\nheadings and captions used in this Agreement are used for  convenience  only and\nare not to be considered in construing or interpreting  this  Agreement.  Unless\notherwise stated,  all references herein to Articles,  Sections,  subsections or\nother  provisions  are  references to Articles,  Sections,  subsections or other\nprovisions of this  Agreement.  All  references to the term \"business day\" shall\nmean any day on which banks in New York or Indiana are not required or permitted\nto be closed.\n\nSECTION 13.13   Interpretation.  This Agreement shall be construed reasonably to\n                --------------\ncarry out its intent without presumption against or in favor of either party.\n\n                                       58\n\n\nSECTION 13.14   Guaranty  by  Parent.  By its  signature  below,  Parent  hereby\n                --------------------\nguarantees the obligations of Acquisition Subsidiary pursuant to this Agreement.\n\nSECTION 13.15   Holder Representatives.\n                ----------------------\n\n        (a)     Each of the Holders  hereby  appoints and  designates the Holder\nRepresentatives,  acting jointly, and not individually, to perform all such acts\nas are required, authorized or contemplated by this Agreement to be performed by\nthe Holders (including,  without  limitation,  the execution and delivery of any\nwaivers, consents, approvals,  extensions,  amendments and other agreements, the\ngiving and receipt of notices,  the  resolution  of disputes  and any matters or\nproceedings  referred to in Article IX hereof) and hereby  acknowledges that the\nHolder  Representatives  shall be the only persons authorized to take any action\nso required,  authorized or contemplated  by this Agreement by any Holder.  Each\nHolder further designates and appoints each of the Holder Representatives as its\nagent for service of process with  respect to any disputes  regarding or arising\nout of this Agreement or any of the transactions contemplated hereby.\n\n        (b)     Each Holder  acknowledges  and agrees that the  appointment  and\ndesignation contemplated by this Section 13.15 shall be coupled with an interest\nand shall survive the death or mental or physical  incapacity of such Holder and\nthat each Holder shall severally  indemnify the Holder  Representatives and hold\neach  harmless  against any loss,  liability or expense  incurred  without gross\nnegligence or willful misconduct on the part of the Holder  Representatives  and\narising out of or in connection with the acceptance or  administration  of their\nduties hereunder.\n\n        (c)     Each   Holder   acknowledges   and   agrees   that  the   Holder\nRepresentatives  shall be  entitled  to rely on the  opinion of counsel and that\nupon such reliance on counsel the Holder  Representatives  shall have  performed\ntheir duties in good faith.\n\n        (d)     Each  Holder  hereby  authorizes  the  other  parties  hereto to\ndisregard  any  notice or other  action  taken by any  Holder  pursuant  to this\nAgreement  except for the Holder  Representatives.  The other parties hereto are\nand will be entitled to rely on any action so taken, or any notice given, by the\nHolder  Representatives  and are and will be  entitled  and  authorized  to give\nnotices only to the Holder Representatives in lieu of any notice contemplated by\nthis Agreement to be given to any Holder.\n\n        (e)     The appointment  and  designation of the Holder  Representatives\npursuant to this Section 13.15 shall be  irrevocable  except in the event of (i)\nthe  termination  or  resignation  from the Summit  Holders  by, or the death or\nphysical or mental  incapacity of, Joseph F. Trustey,  in which event the Summit\nHolders shall  promptly (x)  designate  his  successor  and (y) deliver  written\nnotice to the other  parties  hereto of such  designation,  or (ii) the death or\nphysical  or mental  incapacity  of H.  Coleman  Davis III,  in which  event the\nHolders  (other  than the Summit  Holders)  who have  received a majority of the\nMerger  Consideration  delivered hereunder  (including the Escrowed Funds) shall\npromptly (x) designate his successor and (y) deliver written notice to the other\nparties hereto of such designation;  provided, however, that in the event that a\n                                     --------  -------\nsuccessor is not appointed and designated  pursuant to clause (i) or (ii) within\nfifteen  (15) days  after  the  event  giving  rise to the need to  designate  a\n\n                                       59\n\n\nsuccessor  (or any shorter  time as required to permit  Parent or the  Surviving\nCorporation  to give any notice or  preserve,  enforce or exercise any rights or\nremedies  under  this  Agreement  that must be  given,  preserved,  enforced  or\nexercised within such shorter time period), Parent and the Surviving Corporation\nmay,  in  their  sole  discretion,  elect  to  treat  the  other  of the  Holder\nRepresentatives, notwithstanding the joint appointment and designation set forth\nin Section 13.15(a), as the sole Holder Representative for such purpose, and if,\nat any time, no Holder  Representative is properly  designated  pursuant hereto,\nParent and the Surviving  Corporation  may, in their sole  discretion,  elect to\ntreat any Holder as the sole Holder Representative for such purpose.\n\nSECTION 13.16   Knowledge.  As used in this Agreement,  the term \"knowledge\" (or\n                ---------\nwords of similar  import)  means,  with respect to (i) the  Company,  the actual\nknowledge of each of the Holders,  (ii) Parent and Acquisition  Subsidiary,  the\nactual knowledge of its Chairman,  Vice Chairman and Chief Financial Officer and\n(iii) each Holder,  the actual knowledge of such Holder,  in each case after due\nand reasonable inquiry,  which, in the case of clauses (i) and (ii) above, shall\nconsist of due and  reasonable  inquiry  of those  officers  and  Holders of the\nCompany or of those officers of Parent and Acquisition  Subsidiary,  as the case\nmay be,  who  would  normally  be  expected  to have  knowledge  of the truth or\ncompleteness of the representation or warranty in question.\n\nSECTION 13.17   Material  Adverse Effect.  As used in this  Agreement,  the term\n                ------------------------\n\"Material  Adverse Effect\" means,  with respect to the Company,  any breach of a\n ------------------------\nrepresentation  or  warranty  hereunder  or a covenant  to be  performed  by the\nCompany  or the  Holders  the effect of which may be to (x) impede or impair the\noperation of the Business in the ordinary  course  consistent with past practice\nor (y) cause the Company (or the Surviving  Corporation) to pay or become liable\nto pay more than  $10,000 to remedy any single  such event,  violation,  breach,\ndefault  or  termination  (as  the  case  may be) or more  than  $25,000  in the\naggregate for all such events, violations, breaches, or defaults or terminations\n(as the case may be).\n\nSECTION 13.18   Company Director and Officer Indemnification. From and after the\n                --------------------------------------------\nEffective  Time,  Parent will cause the Surviving  Corporation  to indemnify and\nhold harmless each  director and officer of the Company who are  signatories  to\nthis  Agreement  against  any  liability  and  reasonable  expense  incurred  in\nconnection with any claim, action, suit, proceeding or investigation arising out\nof or pertaining  to matters  existing or occurring at or prior to the Effective\nTime,  whether asserted or claimed prior to (but only to the extent set forth on\nSchedule 3.21 hereto),  at or after the  Effective  Time, to the fullest  extent\n-------------\nthat the Company would have been  permitted  under Indiana law and the Company's\nRestated  Articles of  Incorporation  or By-laws in effect on the date hereof to\nindemnify  any such  person;  provided,  however,  that no such person  shall be\n                              --------   -------\nentitled to such  indemnification  in  connection  with any such claim,  action,\nsuit,  proceeding or investigation  relating to the matter described in Schedule\n3.02(a) hereto (and, by their signature  below,  each director or officer of the\nCompany  executing  this  Agreement  hereby  acknowledges  that he shall  not be\nentitled to such indemnification).\n\nSECTION 13.19   Defined Terms.  The following terms used in this Agreement shall\n                -------------\nhave the meanings set forth in the corresponding Sections or subsections of this\nAgreement:\n\n\"Acquisition Subsidiary\"                                  Heading Paragraph\n\"Additional Escrow Agreement\"                             Section 2.05(b)\n\n                                       60\n\n\n\"Additional Escrowed Funds\"                               Section 2.05(b)\n\"Additional Matters\"                                      Section 9.02\n\"Adjusted Cash\/Stock Ratio\"                               Section 2.01(b)\n\"Agreement\"                                               Heading Paragraph\n\"Audited Closing Balance Sheet\"                           Section 2.04(a)(ii)\n\"Audited Statements\"                                      Section 3.06\n\"Barrington\"                                              Article XI\n\"Basket\"                                                  Section 9.04\n\"Business\"                                                Whereas Clause 1\n\"Cash Portion\"                                            Section 2.01(a)(i)\n\"Cash\/Stock Ratio\"                                        Section 2.01(a)\n\"Certificate\"                                             Section 2.03(a)\n\"Certificate of Designation\"                              Section 2.01(a)(ii)(B)\n\"Certificate of Merger\"                                   Section 1.02\n\"Closing\"                                                 Section 7.01\n\"Closing Date\"                                            Section 7.01\n\"Closing Stock Price\"                                     Section 1.01(a)\n\"Code\"                                                    Whereas Clause 4\n\"Common Stock Stated Value\"                               Section 2.01(a)(ii)(A)\n\"Commonly Controlled Entity\"                              Section 3.19(c)\n\"Company\"                                                 Heading Paragraph\n\"Company Benefit Plans\"                                   Section 3.19(c)\n\"Company Common Stock\"                                    Whereas Clause 2\n\"Company Convertible Preferred Stock\"                     Whereas Clause 2\n\"Company Expense Payments\"                                Section 13.01(b)\n\"Company Non-Compete\"                                     Section 3.09(c)\n\"Company Non-Voting Common Stock\"                         Section 3.02\n\"Company Preferred Stock\"                                 Whereas Clause 2\n\"Company Redeemable Preferred Stock\"                      Whereas Clause 2\n\"Company Stock Option\"                                    Whereas Clause 2\n\"Company's Agreements\"                                    Section 3.09\n\"D&amp;T\"                                                     Section 2.04(a)(ii)\n\"Damon\"                                                   Section 3.09(c)\n\"Damon Non-Compete\"                                       Section 3.09(c)\n\"Damon Purchase Agreement\"                                Section 3.09(c)\n\"DGCL\"                                                    Section 1.01\n\"Disclosure Schedule\"                                     Article III\n\"Disposition\" (or \"Dispose\")                              Section 8.01\n\"E&amp;Y\"                                                     Section 2.04(a)(iv)\n\"Effective Time\"                                          Section 1.02\n\"Environmental Claims\"                                    Section 3.27(f)(i)\n\"Environmental Laws\"                                      Section 3.27(f)(ii)\n\"Environmental Permits\"                                   Section 3.27(f)(iii)\n\"ERISA\"                                                   Section 3.19(c)\n\"Escrow Agent\"                                            Section 2.05(a)\n\"Escrow Agreement\"                                        Section 2.05(a)\n\n                                       61\n\n\n\"Escrow Agreements\"                                       Section 2.05(b)\n\"Escrowed Funds\"                                          Section 2.05(a)\n\"Estimated Closing Balance Sheet\"                         Section 2.04(a)(i)\n\"Exchange Act\"                                            Section 3.05(a)\n\"Financial Statements\"                                    Section 3.06\n\"Forward Merger\"                                          Section 1.01(a)\n\"Forward Merger Surviving Corporation\"                    Section 1.01(a)\n\"GAAP\"                                                    Section 2.04(a)\n\"General Representations\"                                 Section 9.01\n\"Governmental Entity\"                                     Section 3.05(a)\n\"Hazardous Materials\"                                     Section 3.27(f)(iv)\n\"Holders\"                                                 Heading Paragraph\n\"Holder Releases\"                                         Section 7.02(f)\n\"Holder Representative\"                                   Heading Paragraph\n\"Holder Representatives\"                                  Heading Paragraph\n\"HSR Act\"                                                 Section 3.05(a)\n\"IBCL\"                                                    Section 1.01\n\"Indemnitee\"                                              Section 9.06(a)\n\"Indemnitor\"                                              Section 9.06(a)\n\"Independent Firm\"                                        Section 2.04(a)(iv)\n\"Intellectual Property Rights\"                            Section 3.14\n\"IRS\"                                                     Section 3.19(c)(i)\n\"Key Employee\"                                            Section 3.19(a)\n\"knowledge\"                                               Section 13.16\n\"Leased Real Property\"                                    Section 3.10(b)\n\"Letter Agreement\"                                        Section 2.05(b)\n\"Licenses\"                                                Section 3.15\n\"Liens\"                                                   Section 3.05(b)\n\"Losses\"                                                  Section 9.02\n\"M&amp;P\"                                                     Section 3.06\n\"Material Adverse Effect\"                                 Section 13.17\n\"Merger\"                                                  Section 1.01\n\"Merger Consideration Per Common Share\"                   Section 2.01(b)(iii)\n\"Merger Consideration\"                                    Section 2.01(a)\n\"NHTSA\"                                                   Section 3.23\n\"Non-Competition Agreements\"                              Section 7.02(d)\n\"Objection Notice\"                                        Section 2.04(a)(iii)\n\"Open Purchase Orders\"                                    Section 3.09(b)\n\"Optionholders\"                                           Heading Paragraph\n\"Outside Date\"                                            Section 10.01(iv)\n\"Owned Real Property\"                                     Section 3.10(a)\n\"Parent\"                                                  Heading Paragraph\n\"Parent Common Stock\"                                     Whereas Clause 2\n\"Parent Preferred Stock\"                                  Whereas Clause 2\n\"PCBs\"                                                    Section 3.27(e)\n\"Permitted Liens\"                                         Section 3.05(b)\n\n                                       62\n\n\n\"Personal Representations\"                                Section 9.01\n\"Preferred Stock Stated Value\"                            Section 2.01(a)(ii)(B)\n\"Principal Shareholder\"                                   Article III\n\"Product\"                                                 Whereas Clause 1\n\"Real Property\"                                           Section 3.10(c)\n\"Real Property Leases\"                                    Section 3.10(b)\n\"Registration Rights Agreement\"                           Section 8.04\n\"Registration Statement\"                                  Section 8.04\n\"Release\"                                                 Section 3.27(f)(v)\n\"Reverse Merger\"                                          Section 1.01(b)\n\"Reverse Merger Surviving Corporation\"                    Section 1.01(b)\n\"SEC\"                                                     Section 4.07\n\"SEC Reports\"                                             Section 4.07\n\"Securities Act\"                                          Section 3.05(a)\n\"Shareholder Equity\"                                      Section 2.04(a)\n\"Shareholders\"                                            Heading Paragraph\n\"Special Representations\"                                 Section 9.01\n\"Stock Portion\"                                           Section 2.01(a)(ii)\n\"Stock Restriction Agreement\"                             Section 8.02\n\"Summit Holders\"                                          Section 8.02\n\"Surviving Corporation\"                                   Section 1.01\n\"Tax Benefit\"                                             Section 9.02\n\"tax return\"                                              Section 3.18(f)\n\"taxes\"                                                   Section 3.18(f)\n\"Third Party Claim\"                                       Section 9.06(b)\n\"Unaudited Statements\"                                    Section 3.06\n\n\n\n                                       63\n\n\n\nIN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the\ndate first above written.\n\n\nACQUISITION SUBSIDIARY:                        THOR ACQUISITION CORP.\n\n\n                                               By: \/s\/ Wade F. B. Thompson\n                                                   -----------------------------\n                                                   Name:  Wade F. B. Thompson\n                                                   Title: President\n\n\nPARENT:                                        THOR INDUSTRIES, INC.\n\n\n                                               By: \/s\/ Wade F. B. Thompson\n                                                   -----------------------------\n                                                   Name:  Wade F. B. Thompson\n                                                   Title: President\n\n\nCOMPANY:                                      KEYSTONE RV COMPANY\n\n\n                                              By: \/s\/ H. Coleman Davis, III\n                                                  ------------------------------\n                                                   Name:  H. Coleman Davis, III\n                                                   Title: President\n\n\nSHAREHOLDERS:                                 SUMMIT INVESTORS III, L.P.\n\n\n                                              By: \/s\/ Joseph F. Trustey\n                                                  -----------------------------\n                                                  Name:   Joseph F. Trustey\n                                                  Title:  General Partner\n\n\n                                  \n\n\n                                               SUMMIT VENTURES V, L.P.\n\n                                               By:  Summit Partners V, L.P.\n                                                    Its General Partner\n\n\n                                               By:  Summit Partners, LLC\n                                                    Its General Partner\n\n\n                                               By: \/s\/ Joseph F. Trustey\n                                                   -----------------------------\n                                                   Name:  Joseph F. Trustey\n                                                   Title: Member\n\n\n                                                SUMMIT V ADVISORS FUND, L.P.\n\n                                                By:  Summit Partners, LLC\n                                                     Its General Partner\n\n\n                                                By: \/s\/ Joseph F. Trustey\n                                                    ----------------------------\n                                                    Name:  Joseph F. Trustey\n                                                    Title: Member\n\n\n                                               SUMMIT V ADVISORS FUND (QP), L.P.\n\n                                               By:  Summit Partners LLC\n                                                       Its General Partner\n\n                                               By:  \/s\/ Joseph F. Trustey\n                                                    ----------------------------\n                                                    Name:  Joseph F. Trustey\n                                                    Title: Member\n\n                                      \n\n\n                                               SUMMIT V COMPANION FUND, L.P.\n\n                                               By:  Summit Partners V, L.P.\n                                                    Its General Partner\n\n                                               By:  Summit Partners, LLC\n                                                    Its General Partner\n\n\n                                               By: \/s\/ Joseph F. Trustey\n                                                   -----------------------------\n                                                   Name:  Joseph F. Trustey\n                                                   Title: Member\n\n\n                                               \/s\/ H. Coleman Davis, III\n                                               ---------------------------------\n                                               H. Coleman Davis, III\n\n\n                                               \/s\/ Robert E. Gaff, Jr.\n                                               ---------------------------------\n                                               Robert E. Gaff, Jr.\n\n\n                                               \/s\/ William C. Fenech\n                                               ---------------------------------\n                                               William C. Fenech\n\n\n                                               \/s\/ Ronald J. Fenech\n                                               ---------------------------------\n                                               Ronald J. Fenech\n\n\n                                               \/s\/ Tonja Lucchese\n                                               ---------------------------------\n                                               Tonja Lucchese\n\n\n                                               \/s\/ Kim M. Price\n                                               ---------------------------------\n                                               Kim M. Price\n\n\n                                               \/s\/ Douglas Rheinheimer\n                                               ---------------------------------\n                                               Douglas Rheinheimer\n\n\n\n                             \n\n\n\n\nOPTIONHOLDERS:                                 \/s\/ James R. Brotherson\n                                               ---------------------------------\n                                               James R. Brotherson\n\n\n                                               \/s\/ Donald J. Clark\n                                               ---------------------------------\n                                               Donald J. Clark\n\n\n                                               \/s\/ H. Coleman Davis, III\n                                               ---------------------------------\n                                               H. Coleman Davis, III\n\n\n\n\n\n\n        Each  of  the  undersigned  hereby   acknowledges  his  appointment  and\ndesignation as a Holder Representative and his willingness to fulfill the duties\nof a Holder Representative as contemplated by this Agreement\n\n\nHOLDER REPRESENTATIVES\n\n\n\/s\/ H. Coleman Davis, III\n-------------------------\nH. Coleman Davis, III\n\n\/s\/ Joseph F. Trustey\n---------------------\nJoseph F. Trustey\n\n\n        Each of the undersigned hereby acknowledges and agrees to the provisions\nof Section 13.18 hereof.\n\n\n\n\/s\/ H. Coleman Davis, III\n-------------------------\nH. Coleman Davis, III\n\n\/s\/ Joseph F. Trustey\n---------------------\nJoseph F. Trustey\n\n\n\/s\/ James R. Brotherson\n-----------------------\nJames R. Brotherson\n\n\n\/s\/ Kim M. Price\n----------------\nKim M. Price\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9053],"corporate_contracts_industries":[9391],"corporate_contracts_types":[9622,9626],"class_list":["post-43130","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thor-industries-inc","corporate_contracts_industries-autos__rvs","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43130","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43130"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43130"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43130"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43130"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}