{"id":43507,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-american-fireplace-co-hearth-amp-home.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-american-fireplace-co-hearth-amp-home","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-agreement-american-fireplace-co-hearth-amp-home.html","title":{"rendered":"Purchase Agreement – American Fireplace Co., Hearth & Home Inc., Hearth Technologies Inc., and HON Industries Inc."},"content":{"rendered":"
\n\n                       PURCHASE AGREEMENT\n\n\n\n                          By and Among\n                                \n                 AMERICAN FIREPLACE COMPANY AND\n                HEARTH & HOME, INC., as SELLERS,\n\n            HEARTH TECHNOLOGIES INC., as BUYER, and\n\n                      HON INDUSTRIES INC.\n\n\n\n\n\n                  Dated as of January 28, 2000\n\n\n\n\n                       TABLE OF CONTENTS\n\n                                                          \n                                                          Page\n                                                          \nARTICLE I.     PURCHASE AND SALE                               1\n           1.1 Purchase and Sale of Assets                     1\n               (a) [Intentionally omitted]                     1\n               (b) Prepaids                                    2\n               (c) Inventory                                   2\n               (d) Accounts Receivable                         2\n               (e) Fixed Assets                                2\n               (f) [Intentionally omitted]                     2\n               (g) Leased Property                             2\n               (h) Intellectual Property Rights                2\n               (i) Business Records                            3\n               (j) Rights Under Confidentiality                 \n                   Agreements and Warranties                   3\n               (k) Customer List                               3\n               (l) Catalogs and Advertising Materials          3\n               (m) Purchase Orders                             3\n               (n) Contracts                                   3\n               (o) Permits                                     3\n               (p) [Intentionally omitted]                     3\n               (q) Goodwill                                    3\n               (r) Miscellaneous                               4\n           1.2 Retained Assets                                 4\n               (a) Designated Assets                           4\n               (b) Non-Assigned Contracts                      4\n               (c) Employee Plan Assets                        4\n               (d) Corporate Records                           4\n               (e) Shares in H&H                               4\n               (f) Insurance                                   5\n           1.3 [Intentionally omitted]                         5\n           1.4 Assignability and Consents                      5\n               (a) Required Consents                           5\n               (b) Nonassignable Items                         5\nARTICLE II.    LIABILITIES                                     6\n           2.1 Assumption of Liabilities                       6\n               (a) [Intentionally omitted]                     6\n               (b) Accrued Liabilities                         6\n               (c) Contracts                                   6\n               (d) Warranty Commitments                        6\n           2.2 Retained Liabilities                            6\n               (a) Pre-Closing                                 7\n               (b) Liabilities Relating to the Sale of          \n               (c) Employee-Related Liabilities                7          \n               (d) Litigation                                  7\n               (e) Product, Environmental and Safety            \n                   Liability                                   7\n               (f) Taxes                                       8\n               (g) [Intentionally omitted]                     8\n               (h) Liabilities Relating to Retained            8\n                   Assets                                       \n               (i) Post-Closing Date                           8\n               (j) Shutdown Costs                              8\n               (k) Acquisition Payments                        9\nARTICLE III.   PURCHASE PRICE                                  9\n           3.1 Payment                                         9\n           3.2 [Intentionally omitted]                         9\n           3.3 [Intentionally omitted]                         9\n           3.4 [Intentionally omitted]                         9\n           3.5 Satisfaction of Indebtedness                    9\n           3.6 Purchase Price Allocation                      10\nARTICLE IV.    CLOSING                                        10\n           4.1 General                                        10\n           4.2 Documents to be Delivered by Asset Seller      10\n           4.3 [Intentionally omitted]                        12\n           4.4 Documents to be Delivered by Buyer             12\n           4.5 Documents to be Delivered by Buyer and           \n               Sellers                                        13\n           4.6 Other Documents to be Delivered                13\nARTICLE V.     REPRESENTATIONS AND WARRANTIES                 14\n           5.1 Joint and Several Representations and            \n               Warranties of Sellers                          14\n               (a) Organization and Standing; Power and         \n                   Authority                                  14\n               (b) Articles and By-Laws                       15\n               (c) Conflicts; Defaults                        15\n               (d) Acquired Assets; Title to the                \n                   Acquired Assets                            16\n               (e) Real Property                              17\n               (f) Leases                                     17\n               (g) Contracts                                  17\n               (h) Financial Statements                       18\n               (i) Liabilities                                20\n               (j) Accounts Receivable; Collection;             \n                   Trade Payables                             21\n               (k) Inventories                                21\n               (l) Litigation                                 21\n               (m) Customers and Suppliers                    22\n               (n) Regulatory Compliance                      22\n               (o) Brokers, Finders and Agents                22\n               (p) Intellectual Property                      22\n               (q) Permits                                    23\n               (r) Employee Relations; Collective               \n                   Bargaining Agreements                      24\n               (s) Employees and Employee Plans               24\n               (t) Environmental and Safety Compliance        27\n                   (i) General                                27\n                   (ii) Specific Environmental                  \n                        Representations and Warranties        27\n                   (iii) Definitions                          28\n               (u) Changes in Circumstances                   30\n               (v) Taxes                                      30\n               (w) Product Warranties                         33\n               (x) Insurance                                  33\n               (y) Approvals                                  34\n               (z) Absence of Certain Commercial                \n                   Practices                                  34\n               (aa) Bank Accounts                             34\n               (ab) Books and Records                         34\n               (ac) Warranty Costs                            35\n               (ad) Penalties and Renegotiation of              \n                    Contracts                                 35\n               (ae) Pricing Practices                         35\n               (af) Copies of Documents                       35\n               (ag) [Intentionally omitted]                   35\n               (ah) Insider Interests; Advances               36\n               (ai) Year 2000 Compliance                      36\n               (aj) Disclosure                                37\n           5.2 [Intentionally omitted]                        37\n           5.3 Representations and Warranties of HON          37\n               (a) Organization and Standing; Power and         \n                   Authority                                  37\n               (b) Conflicts; Defaults                        37\n               (c) Brokers, Finders and Agents                37\n               (d) Consents                                   38\n           5.4 Representations and Warranties Relating          \n               to Buyer                                       38\n               (a) Organization and Standing; Power and         \n                   Authority                                  38\n               (b) Capitalization                             38\n               (c) Articles and By-Laws                       39\n               (d) Conflicts; Defaults                        39\n               (e) Compliance with Other Instruments,           \n                   etc.                                       39  \n               (f) Financial Statements                       39\n               (g) Litigation                                 39\n               (h) Absence of Certain Changes or Events       40\n               (i) Brokers, Finders and Agents                40\n               (j) Consents                                   40\n               (k) Ability to Pay Cash Amount                 40\n           5.5 General                                        40\nARTICLE VI.    CONDITIONS TO CLOSING                          40\n           6.1 Conditions to Buyer's Obligations              40\n               (a) Representations and Warranties             40\n               (b) Covenants                                  41\n               (c) Material Adverse Change                    41\n               (d) Consents                                   41\n               (e) No Proceeding or Litigation                41\n               (f) Legal Matters                              42\n               (g) Certificate of Seller                      42\n               (h) Certificate; Documents                     42\n               (i) Tax Certificates                           42\n               (j) Lender Consents                            42\n               (k) Other Closing                              42\n           6.2 Conditions to Sellers' Obligations             42\n               (a) Representations and Warranties             42\n               (b) Covenants                                  43\n               (c) Material Adverse Change                    43\n               (d) Consents                                   43\n               (e) No Proceeding or Litigation                43\n               (f) Legal Matters                              43\n               (g) Certificates of Buyer and HON              43\n               (h) Certificates; Documents                    43\n               (i) LaSalle Loan                               43\n               (j) Other Closing                              43\n  ARTICLE VII. COVENANTS OF SELLER                            44\n           7.1 Conduct of Business                            44\n               (a) Obligations for Borrowed Money             44\n               (b) Employee Matters                           44\n               (c) Sale of Assets                             44\n               (d) Commitments                                44\n               (e) Leased Facilities                          45\n               (f) Encumbrances                               45\n               (g) Insurance                                  45\n               (h) Litigation                                 45\n               (i) Representations and Warranties             45\n               (j) Commitments                                45\n           7.2 Disclosure Supplements                         45\n           7.3 Closing                                        46\n           7.4 Confidentiality                                46\n           7.5 Maintenance of Insurance                       46\n           7.6 Inventories                                    46\n           7.7 Maintenance of, and Access to, Records         46\n           7.8 Non-Competition                                46\n               (a) Period and Conduct                         46\n               (b) Territory                                  47\n               (c) Definition                                 47\n               (d) Remedies                                   47\n               (e) Subsidiaries, Divisions and                47\n                   Affiliates\n               (f) Severability                               48\n           7.9 Accounts Receivable                            48\n          7.10 Name Change Filings                            48\n          7.11 No Shopping                                    48\n          7.12 Plant Closing Obligations                      48\n          7.13 Further Assurances; Customer and Supplier        \n               Relationships; Assertion of Claims             49\n          7.14 Appointment of Representative                  49\n          7.15 Payment of Indebtedness; Releases              49\nARTICLE VIII.  COVENANTS OF BUYER AND HON                     50\n           8.1 Covenants of Buyer                             50\n               (a) Maintenance of, and Access to,               \n                   Records                                    50\n               (b) Closing                                    50\n               (c) Disclosure Supplements                     50\n               (d) Copies                                     50\n               (e) Insurance                                  50\n               (f) Supply of Products                         50\n               (g) Further Assurances                         50\n           8.2 Covenants of HON                               51\n               (a) Closing                                    51\n               (b) IRB Consents                               51\n               (c) Buyer Note                                 51\n   ARTICLE IX. CERTAIN ADDITIONAL COVENANTS                   51\n           9.1 Access to Records and Properties               51\n           9.2 Expenses; Transfer Taxes                       51\n           9.3 Bulk Transfer Laws                             52\n           9.4 Press Releases and Disclosure                  52\n           9.5 Cooperation in the Defense of Claims           52\n           9.6 Regulatory Approvals                           52\n           9.7 Employee Matters                               53\n           9.8 [Intentionally omitted]                        54\n           9.9 Product Warranty Work                          54\n    ARTICLE X. TERMINATION                                    55\n          10.1 Termination                                    55\n               (a) Mutual Consent                             55\n               (b) Termination Date                           55\n               (c) Sellers Misrepresentation or Breach        55\n               (d) Buyer Misrepresentation or Breach          55\n               (e) Court Order                                55\n               (f) Material Adverse Change                    55\n               (g) Buyer's Conditions                         55\n               (h) Sellers' Conditions                        55\n          10.2 Effect of Termination                          56\n   ARTICLE XI. INDEMNIFICATION                                56\n          11.1 Indemnification by Buyer                       56\n          11.2 Indemnification by Sellers                     56\n               (I) General                                    56\n               (II) Environmental Indemnification             57\n          11.3 Notice of Claim; Right to Participate in         \n               and Defend Third Party Claim                   57\n          11.4 Setoff                                         58\n          11.5 Time Limitations on Claims for                   \n               Indemnification                                59\n          11.6 Maximum and DeMinimis Amounts                  59\n          11.7 Exclusions                                     60\n          11.8 Dispute Resolution                             60\n  ARTICLE XII. MISCELLANEOUS                                  62\n          12.1 Amendments                                     62\n          12.2 Entire Agreement                               62\n          12.3 Governing Law                                  62\n          12.4 Notices                                        62\n          12.5 Counterparts                                   63\n          12.6 Assignment                                     63\n          12.7 Waivers                                        63\n          12.8 Third Parties                                  63\n          12.9 Schedules                                      63\n         12.10 Headings                                       64\n         12.11 Certain Definitions                            64\n         12.12 Remedies Not Exclusive                         64\n         12.13 Gender and Number                              64\n         12.14 Attorney's Fees                                64\n\n\n\n                       PURCHASE AGREEMENT\n\n\n          THIS PURCHASE AGREEMENT (this \"Agreement\") dated as of\nJanuary 28, 2000, is among AMERICAN FIREPLACE COMPANY, a Maryland\ncorporation (\"AFC\") formerly known as Thulman Eastern Corporation\n(as so known, \"TEC\"), HEARTH & HOME, INC., a Maryland corporation\n(\"H&H\") (collectively, \"Sellers\" or the \"Companies\"), HEARTH\nTECHNOLOGIES INC., an Iowa corporation (\"Buyer\"), and HON\nINDUSTRIES INC., an Iowa corporation (\"HON\").\n\n                      W I T N E S S E T H:\n\n          WHEREAS, the Companies carry on the business (the\n\"Business\") of (1) designing, manufacturing, distributing,\nmarketing, selling and installing hearth and fireplace products,\nincluding gas and wood burning fireplaces, inserts, stoves, logs,\nmantels, surrounds, fascia, cabinetry, venting parts and\naccessories (\"Hearth Products\") and (2) distributing, marketing,\nselling and installing spas, outdoor kitchens, barbecues and\ngrills, and related products, such as outdoor and patio\nfurniture, shelving and garage doors (\"Other Products,\" and\ntogether with Hearth Products, the \"Products\");\n\n          WHEREAS, the Companies (each, an \"Asset Seller\" and\ncollectively, the \"Asset Sellers\") desire to sell substantially\nall of their respective assets, properties, rights and interests\nto Buyer; and\n\n          WHEREAS, Buyer desires to purchase and acquire from\neach Asset Seller substantially all of such assets, properties,\nrights and interests of such Asset Seller in consideration of\ncertain payments by Buyer and the assumption by Buyer of certain\nliabilities and obligations of such Asset Seller specifically\ndisclosed in this Agreement.\n\n          NOW, THEREFORE, in consideration of the premises and\nthe mutual covenants hereinafter contained and other good and\nvaluable consideration had and received, HON, Buyer and the Asset\nSellers, on the basis of, and in reliance upon, the\nrepresentations, warranties, covenants, obligations and\nagreements set forth in this Agreement, and upon the terms and\nsubject to the conditions contained herein, hereby agree as\nfollows:\n\n                 ARTICLE I.  PURCHASE AND SALE\n\n          1.1  Purchase and Sale of Assets.  At the Closing (as\nhereinafter defined) and effective as of the Closing Date (as\nhereinafter defined), Buyer shall purchase and acquire from each\nAsset Seller, and each Asset Seller shall sell, transfer, convey,\nassign and deliver to Buyer, on a going concern basis, all of the\nassets, properties, rights and interests owned, used, occupied or\nheld by or for the benefit of such Asset Seller wherever\nsituated, as the same shall exist as of the Closing Date, and\nwherever situated, including, without limitation, the following:\n          \n          (a)  [Intentionally omitted];\n\n          (b)  Prepaids.  All prepaid expenses, advance payments,\n     deposits, surety accounts and other similar assets,\n     including, without limitation, prepaid deposits with\n     landlords, suppliers and utilities;\n\n          (c)  Inventory.  All inventories of products,\n     work-in-process, finished goods, raw materials, supplies and\n     parts (collectively, \"Inventory\" or \"Inventories\"),\n     including, without limitation, all Inventories located at\n     the facilities listed on the Schedule entitled \"Real Estate\n     and Leases\";\n\n          (d)  Accounts Receivable.  All accounts receivable, any\n     payments received with respect thereto after the Closing\n     Date, unpaid interest accrued on any such accounts\n     receivable and any security or collateral relating thereto\n     (collectively, \"Accounts Receivable\");\n\n          (e)  Fixed Assets.  All tangible personal property,\n     plant and equipment, including, without limitation,\n     buildings, structures, fixtures, machinery and equipment,\n     dies, jigs, molds, patterns, tools, tooling, production\n     fixtures, maintenance machinery and equipment, office\n     furniture and office equipment, other furnishings, trucks,\n     automobiles and other vehicles and transportation equipment,\n     leasehold improvements and construction-in-process, and all\n     tangible personal property set forth on the Schedule\n     entitled \"Fixed Assets\" attached hereto (collectively, the\n     \"Fixed Assets\");\n\n          (f)  [Intentionally omitted];\n\n          (g)  Leased Property.  All rights and interests under\n     the lease agreements (the \"Lease Agreements\") more\n     particularly described under the heading \"Leased Property\"\n     on the Schedule entitled \"Real Estate and Leases\" attached\n     hereto, which descriptions are incorporated herein by\n     reference (the premises subject to the Lease Agreements\n     being hereinafter collectively referred to as the \"Leased\n     Property\");\n\n          (h)  Intellectual Property Rights.  All inventions,\n     discoveries, trademarks, patents, trade names, copyrights,\n     know-how, intellectual property, software, shop rights,\n     licenses, developments, research data, designs, technology,\n     discoveries, trade secrets, test procedures, processes,\n     research data, formulas and other confidential information,\n     intellectual and similar intangible property rights, whether\n     or not patentable (or otherwise subject to legally\n     enforceable restrictions or protections against unauthorized\n     third party usage), and any and all applications for, and\n     extensions, divisions and reissuances of, any of the\n     foregoing, and rights therein, including, without\n     limitation, (i) the names \"American Fireplace Company\" and\n     \"Hearth & Home, Inc.\" and all related trade and business\n     names and trademarks, (ii) the intellectual and intangible\n     property rights described on the Schedule entitled\n     \"Intellectual Property\" attached hereto, (iii) the\n     production methods, formulas, know-how and technical\n     expertise relating to the Products and (iv) any and all\n     domain names, World Wide Web sites and related content and\n     software, including electronic commerce and ordering\n     software, rights of use and access to related computer\n     servers and programs, and rights under related contracts,\n     agreements and licenses (collectively, the \"Intangibles\");\n\n          (i)  Business Records.  All books and records,\n     including, without limitation, all files, invoices, forms,\n     accounts, correspondence, production records, technical,\n     accounting, manufacturing and procedural manuals, employment\n     records, studies, reports or summaries relating to any\n     Environmental Requirements (as hereinafter defined), and\n     other books and records relating to the operation of the\n     Business or other assets or properties, and any confidential\n     information which has been reduced to writing or other\n     tangible medium;\n\n          (j)  Rights Under Confidentiality Agreements and\n     Warranties.  All rights, claims and benefits of such Asset\n     Seller in, to or under any (i) (A) employee confidentiality\n     agreements entered into by such Asset Seller and (B)\n     confidentiality or secrecy agreements entered into by such\n     Asset Seller with third parties that relate to the use or\n     disclosure of information; (ii) express or implied\n     warranties from the suppliers of goods or services\n     (including any coverage rights under product liability or\n     other insurance maintained by any of such suppliers for the\n     benefit of such Asset Seller); and (iii) non-competition or\n     non-solicitation agreements, restrictive covenants and\n     similar agreements;\n\n          (k)  Customer List.  Lists of all of the Persons to\n     whom or to which such Asset Seller has sold or otherwise\n     furnished Products, directly or indirectly (individually, a\n     \"Customer\" and collectively, the \"Customers,\" such terms to\n     include any assignee or successor of any such Person,\n     whether by consolidation, merger, sale of assets or\n     otherwise), including related information as to the unit and\n     dollar volume of such sales, the type of Products so sold or\n     furnished, the method of distribution and other relevant\n     marketing and product information for each Customer (the\n     \"Customer Lists\"), which Customer Lists will be delivered at\n     Closing via electronic means;\n\n          (l)  Catalogs and Advertising Materials.  All\n     promotional and advertising materials, including, without\n     limitation, all catalogs, brochures, plans, supplier lists,\n     manuals, handbooks, equipment and parts lists, dealer and\n     distributor lists, and labels and packaging materials;\n\n          (m)  Purchase Orders.  All unfilled purchase and sale\n     orders (including releases of quantities pursuant thereto);\n          \n          (n)  Contracts.  Subject to Sections 1.2(b) and 1.4,\n     all rights, benefits and interests of such Asset Seller in\n     and to all licenses, leases, contracts, agreements,\n     commitments and undertakings;\n\n          (o)  Permits.  All licenses, permits, approvals,\n     variances, waivers or consents (collectively, the\n     \"Permits\"), to the extent transferable, issued by any\n     foreign, United States, state or local governmental entity\n     or municipality or subdivision thereof or any authority,\n     department, commission, board, bureau, agency, court or\n     instrumentality (collectively, \"Governmental Authorities\");\n\n          (p)  [Intentionally omitted];\n\n          (q)  Goodwill.  The goodwill of such Asset Seller as a\n     going concern; and\n\n          (r)  Miscellaneous.  Except for the Retained Assets (as\n     hereinafter defined), all other assets, properties, rights\n     and interests of such Asset Seller, of every kind, nature\n     and description, whether tangible or intangible, real,\n     personal or mixed, and wherever situated, including, without\n     limitation, those assets, properties, rights and interests\n     set forth on the Unaudited Balance Sheet (as hereinafter\n     defined), all of which are to be sold, transferred,\n     conveyed, assigned and delivered to Buyer at the Closing\n     pursuant to this Agreement.\n\nAll of the assets, properties, rights and interests owned, used,\noccupied or held by or for the benefit of such Asset Seller,\nwhich are to be sold, transferred, conveyed, assigned and\ndelivered by such Asset Seller to Buyer at the Closing as\ncontemplated herein, including without limitation, those\ndescribed in clauses (a) through (r) above, but excluding the\nRetained Assets, are referred to herein collectively as the\n\"Acquired Assets\".\n\n          1.2  Retained Assets.  Anything in Section 1.1 to the\ncontrary notwithstanding, the following assets (collectively, the\n\"Retained Assets\") shall be retained by each Asset Seller, and\nBuyer shall in no way be construed to have purchased or acquired\n(or to be obligated to purchase or to acquire) any interest\nwhatsoever in any of the following:\n\n          (a)  Designated Assets.  The assets, properties, rights\n     and\/or interests, owned, used, occupied or held by or for\n     the benefit of such Asset Seller that are listed on Schedule\n     1.2 as not being included within, or constituting a part of,\n     the Acquired Assets (collectively, the \"Designated Assets\");\n\n          (b)  Non-Assigned Contracts.  All of the rights and\n     interests, and all of the liabilities and obligations, of\n     each Asset Seller in, under or pursuant to any license,\n     lease, contract, agreement, commitment or undertaking set\n     forth on the Schedule entitled \"Non-Assigned Contracts\"\n     (collectively, the \"Non-Assigned Contracts\");\n          \n          (c)  Employee Plan Assets.  Except as otherwise\n     provided in Section 9.7, the  rights of such Asset Seller\n     under, and any funds and property held in trust or any other\n     funding vehicle pursuant to, any \"employee benefit plan\"\n     (within the meaning of Section 3(3) of the Employee\n     Retirement Income Security Act of 1974, as amended\n     (\"ERISA\")) or any other bonus, stock option, stock\n     appreciation, stock purchase, severance, termination, lay-\n     off, leave of absence, disability, workers compensation,\n     pension, profit sharing, retirement, vacation or holiday\n     pay, insurance, deferred compensation or other employee or\n     welfare benefit plan, agreement or arrangement of such Asset\n     Seller applicable to such Asset Seller's past, present or\n     future employees (collectively, \"Employee Plans\"); and\n\n          (d)  Corporate Records.  Such Asset Seller's minute\n     books, stock books, stock ledger and corporate seal;\n\n          (e)  Shares in H&H.  All issued and outstanding shares\n     of capital stock, or other equity interests, including\n     limited liability company interests, of H&H, TEC-USA, Inc.\n     and HSA, L.L.C. held by AFC; and\n\n          (f)  Insurance.  All rights, claims and benefits of\n     such Asset Seller in, to or under all insurance policies\n     maintained by such Asset Seller, or by any Affiliate of such\n     Asset Seller for the Business or the Acquired Assets.\n\n          1.3  [Intentionally omitted]\n\n          1.4  Assignability and Consents.\n\n          (a)  Required Consents.  The Schedule entitled\n     \"Assignments and Consents\" sets forth a list of all material\n     Acquired Assets, including material Contracts, Permits and\n     Lease Agreements, which are non-assignable or\n     non-transferable or cannot be subleased to Buyer without, or\n     with respect to which the transactions contemplated by this\n     Agreement would require, a consent, novation, approval,\n     authorization, waiver, agreement, or satisfaction of any\n     other requirement (including filing and registration\n     requirements) of or from some other individual, partnership,\n     corporation, association, joint stock company, trust, joint\n     venture, limited liability company or Governmental Authority\n     (each, a \"Person\") (\"Consents\").  Each Seller has commenced\n     and shall continue to take, or cause to be taken by others,\n     all necessary actions required to obtain or satisfy, at the\n     earliest practicable date, all Consents, from any Persons\n     necessary to authorize, approve or permit, and to consummate\n     and make effective, the transactions contemplated by this\n     Agreement, including full and complete sale, conveyance,\n     assignment, sublease or transfer of the Acquired Assets, and\n     to continue such efforts as may be required after the\n     Closing Date; provided, however, that (i) the Sellers shall\n     not be required to take any such action with respect to\n     contracts with home builders specified on the Schedule\n     entitled \"Builder Contracts\" (\"Builder Contracts\"), and\n     (ii) Sellers shall only be required under this Section 1.4,\n     as a condition precedent to Buyer's obligations to\n     consummate the transactions provided for by this Agreement,\n     to obtain consents to the assignment of material Lease\n     Agreements (the \"Required Consents\").\n\n          (b)  Nonassignable Items.  Anything in this Agreement\n     to the contrary notwithstanding, this Agreement shall not\n     constitute, or be deemed to constitute, an Agreement to\n     sell, convey, assign, sublease or transfer any Acquired\n     Assets, including Contracts, Permits and Lease Agreements,\n     if an attempted or deemed sale, conveyance, assignment,\n     sublease or transfer thereof, without the Consent of another\n     party thereto or a Governmental Authority would constitute a\n     breach of, or in any way affect the rights of, any Seller or\n     Buyer with respect thereto (\"Nonassignable Items\").  Each\n     Seller shall use its best efforts, and Buyer shall cooperate\n     in all reasonable respects with Sellers, to obtain and\n     satisfy all Consents and to resolve all impracticalities of\n     sale, conveyance, assignment, sublease or transfer necessary\n     to convey to Buyer all Nonassignable Items.  If any such\n     Consents are not obtained and satisfied or if an attempted\n     sale, conveyance, assignment, sublease or transfer would be\n     ineffective, each Seller and its appropriate Affiliate, and\n     Buyer, shall, at and after the Closing (i) enter into such\n     arrangements (including related written agreements) as Buyer\n     may reasonably request to provide Buyer the benefit of any\n     such Nonassignable Items (it being acknowledged that such\n     arrangement may include obligations imposed on Sellers and\n     such Affiliates promptly to pay to Buyer when received all\n     monies and other items of value received by Sellers and such\n     Affiliates under any such Nonassignable Item) in exchange\n     for the performance by Buyer of Sellers' obligations in\n     respect of such Nonassignable Items under Section 2.1(c) and\n     (ii) use their reasonable best efforts to assure that the\n     Companies' current customers and suppliers shall continue to\n     do business with Buyer in accordance with the terms and for\n     the periods of time set forth in any Nonassignable Item.\n                         \n                    ARTICLE II.  LIABILITIES\n\n          2.1  Assumption of Liabilities.  On the terms and\nsubject to the conditions set forth in this Agreement, Buyer\nshall assume, at the Closing and effective as of the Closing\nDate, and shall thereafter pay, perform and discharge as and when\ndue, except as otherwise provided in Section 9.7, the following,\nand only the following, liabilities and obligations of each Asset\nSeller with respect to its operation of its Business\n(collectively, the \"Assumed Liabilities\"):\n\n          (a)  [Intentionally omitted];\n\n          (b)  Accrued Liabilities.  All accounts payable,\n     accrued expenses and other liabilities referred to under the\n     caption \"Assumed\" on Schedule 2.1(b) in the amounts set\n     forth thereon or such greater amounts as may arise or accrue\n     after the date of such Schedule in the ordinary and normal\n     course and consistent with the representations, warranties,\n     covenants, obligations and agreements set forth in this\n     Agreement;\n\n          (c)  Contracts.  All ordinary and normal liabilities\n     and obligations of Sellers arising under the terms of the\n     Contracts disclosed on the Schedule entitled \"Contracts\"\n     other than contracts that constitute Non-Assigned Contracts\n     or are included in the Designated Assets (the \"Assumed\n     Contracts\") but only to the extent such liabilities and\n     obligations arise or accrue after the Closing Date in the\n     ordinary and normal course and consistent with the\n     representations, warranties, covenants, obligations and\n     agreements set forth in this Agreement; provided, however,\n     that Buyer shall not assume or be responsible for any such\n     liabilities or obligations that (i) arise from breaches\n     thereof or defaults thereunder by Sellers (other than any\n     breach of any Builder Contract deemed to arise solely as a\n     result of the assignment of any such Builder Contract to\n     Buyer pursuant to this Agreement), (ii) require any payment\n     or other consideration including any earn-out or contingent\n     purchase price, in connection with any merger, acquisition\n     or similar transaction, or (iii) arise under instruments or\n     agreements evidencing indebtedness of Sellers (other than\n     those installment contracts, capital leases or vehicle sales\n     contracts that are disclosed on the Schedule entitled\n     \"Contracts\" and pursuant to which Acquired Assets are being\n     purchased or leased by any Company), all of which\n     liabilities and obligations shall constitute Retained\n     Liabilities (as hereinafter defined); and\n\n          (d)  Warranty Commitments.  The Ordinary Warranty\n     Commitments (as defined in Section 5.1(w)).\n\n          2.2  Retained Liabilities.  Except to the extent\nassumed as provided in Section 2.1 or Section 9.7, each Asset\nSeller shall retain, and Buyer shall not assume, or be\nresponsible or liable with respect to, any liabilities or\nobligations of such Asset Seller, whether or not of, associated\nwith, or arising from, any of the Acquired Assets, and whether\nfixed, contingent or otherwise, known or unknown (collectively\nreferred to hereinafter as the \"Retained Liabilities\"),\nincluding, without limitation, the following:\n\n          (a)  Pre-Closing.  All liabilities and obligations\n     relating to, based in whole or in part on events or\n     conditions occurring or existing in connection with, or\n     arising out of, the Business as operated prior to the\n     Closing Date, or the ownership, possession, use, operation\n     or sale or other disposition prior to the Closing Date of\n     any Products or any of the Acquired Assets (or any other\n     assets, properties, rights or interests associated, at any\n     time prior to the Closing Date, with the Business);\n\n          (b)  Liabilities Relating to the Sale of Acquired\n     Assets.  All liabilities and obligations of such Asset\n     Seller or any of its Affiliates, or their respective\n     directors, officers, shareholders or agents, arising out of,\n     or relating to, this Agreement or the transactions\n     contemplated hereby, whether incurred prior to, at, or\n     subsequent to the Closing Date, including, without\n     limitation, all liabilities to shareholders or former\n     shareholders of any Seller, finder's or broker's fees and\n     expenses, and any and all fees and expenses of any\n     attorneys, accountants or other professionals retained by or\n     on behalf of such Asset Seller or any of its Affiliates;\n\n          (c)  Employee-Related Liabilities.  All liabilities and\n     obligations to any persons at any time employed by such\n     Asset Seller or its Affiliates or their respective\n     predecessors-in-interest in the Business or otherwise, at\n     any time or to any such person's spouse, children, other\n     dependents or beneficiaries, with respect to incidents,\n     events, exposures or circumstances occurring at any time\n     during the period or periods of any such persons' employment\n     by such Asset Seller or its Affiliates or their respective\n     predecessors-in-interest,  whenever such claims mature or\n     are asserted, including, without limitation, all liabilities\n     and obligations arising (i) under any Employee Plans,\n     (ii) under any employment, wage and hour restriction, equal\n     opportunity, discrimination, plant closing or immigration\n     and naturalization laws, (iii) under any collective\n     bargaining Laws, agreements or arrangements, or (iv) in\n     connection with any workers' compensation or any other\n     employee health, accident, disability or safety claims;\n\n          (d)  Litigation.  All liabilities and obligations\n     relating to any litigation, action, suit, claim,\n     investigation or proceeding pending on the date hereof, or\n     constituted hereafter, based in whole or in part on events\n     or conditions occurring or existing in connection with, or\n     arising out of, or otherwise relating to, the Business as\n     operated by such Asset Seller or any of its Affiliates (or\n     any of their respective predecessors-in-interest), or the\n     ownership, possession, use, operation, sale or other\n     disposition prior to the Closing Date of any Products or any\n     of the Acquired Assets (or any other assets, properties,\n     rights or interests associated, at any time prior to the\n     Closing Date, with such Asset Seller);\n\n          (e)  Product, Environmental and Safety Liability.\n     Without limiting the rights of Sellers against any third\n     party, all liabilities and obligations relating to the\n     Business, any Products or the Acquired Assets (or any other\n     assets, properties, rights or interests associated, at any\n     time prior to the Closing Date, with the Business, Products\n     or the Acquired Assets), based in whole or in part on events\n     or conditions occurring or existing prior to the Closing\n     Date and connected with, arising out of or relating to (i)\n     any dispute for services rendered or goods manufactured,\n     including, without limitation, product warranty claims\n     (other than Ordinary Warranty Commitments) and product\n     liability claims, and claims for refunds (other than\n     customer deposits), returns, personal injury and property\n     damage, (ii) Hazardous Materials, Environmental Requirements\n     or Environmental Damages (all as hereinafter defined)\n     including costs to obtain permits required to be, but not\n     obtained, prior to Closing and to document hazardous waste\n     disposals, (iii) claims relating to employee health and\n     safety, including claims for injury, sickness, disease or\n     death of any Person, or (iv) compliance with any statutes,\n     laws, rules, regulations, orders, ordinances, codes and\n     decrees of Governmental Authorities (collectively, \"Laws\")\n     relating to any of the foregoing;\n\n          (f)  Taxes.  All liabilities and obligations of such\n     Asset Seller or any of its Affiliates (or any of their\n     respective predecessors-in-interest) for any Taxes (as\n     hereinafter defined) due or becoming due by reason of\n     (i) the conduct of the Business, or (ii) the ownership,\n     possession, use, operation, purchase, acquisition, sale or\n     disposition, of any Products or any of the Acquired Assets,\n     including, without limitation, (1) Taxes attributable to the\n     sale of inventory and employee withholding tax obligations;\n     (2) Taxes imposed on, or accruing as a result of the\n     purchase and sale of the Acquired Assets (except state sales\n     or other similar transfer taxes arising in connection with\n     the transfer of assets to Buyer as provided in Section 9.2);\n     and (3) Taxes attributable to, or resulting from, recapture\n     of depreciation, other tax benefit items, or otherwise\n     arising from the transactions contemplated by, this\n     Agreement;\n\n          (g)  [Intentionally omitted];\n\n          (h)  Liabilities Relating to Retained Assets.  All\n     liabilities and obligations relating to, based in whole or\n     in part on events or conditions occurring or existing in\n     connection with, or arising out of, any and all assets,\n     properties, rights and interests that are not being acquired\n     by Buyer hereunder, including, without limitation, the\n     Retained Assets;\n\n          (i)  Post-Closing Date.  All liabilities and\n     obligations incurred by such Asset Seller or its Affiliates\n     or their respective directors, officers, shareholders,\n     agents or employees, other than on behalf of Buyer or its\n     Affiliates, after the Closing Date;\n\n          (j)  Shutdown Costs.  Any liabilities or obligations\n     relating to, based in whole or in part on events or\n     conditions occurring or existing in connection with, or\n     arising out of, the shutdown prior to the Closing of any of\n     the operations and facilities utilized by such Asset Seller,\n     including, without limitation, any action which could be\n     construed as a \"plant closing\" or \"mass layoff,\" as those\n     terms are defined in the Worker Adjustment and Retraining\n     Notification Act, 29 U.S.C. Sections 2101-2109 (\"WARN\"), or any\n     \"employment loss,\" as defined in WARN, which any employee of\n     such Asset Seller or any of its Affiliates may suffer;\n     provided, however, that, for purposes of this\n     Section 2.2(j), employees of the Asset Sellers immediately\n     prior to the Closing shall be deemed to be employees of\n     Buyer as of the Closing Date; and\n\n          (k)  Acquisition Payments.  All liabilities and\n     obligations of any Company to make any payment or provide\n     consideration in connection with any merger, acquisition or\n     similar transaction.\n                         \n                  ARTICLE III.  PURCHASE PRICE\n\n          3.1  Payment.  In full consideration for the transfer\nof the Acquired Assets, at the Closing Buyer shall:\n\n          (i)  deliver and pay to Sellers Thirty-eight Million\n               Seven Hundred Fifty Thousand Dollars ($38,750,000)\n               (the \"Cash Amount\") in immediately available funds\n               by bank wire transfer to an account designated in\n               writing for this purpose by McGuire, Woods,\n               Battle & Boothe LLP, special counsel to Sellers\n               (\"Sellers' Counsel\"), on behalf of Sellers to\n               Buyer prior to the Closing;\n\n          (ii) execute and deliver to Sellers a Promissory Note\n               (the \"Buyer Note\"), dated as of the Closing Date,\n               payable in the original principal amount of Two\n               Million Two Hundred Fifty Thousand Dollars\n               ($2,250,000) to Sellers, and in substantially the\n               form of Schedule 3.1(ii) hereto; and\n\n          (iii)execute and deliver to Sellers Convertible\n               Debentures with a combined face amount of\n               $26,500,000, dated as of the Closing Date,\n               payable in such denominations and in such amounts to\n               such payees as set forth in, and in substantially\n               the form of, Schedule 3.1(iii) hereto\n               (\"Convertible Debentures\", and collectively with the Cash\n               Amount and the Buyer Note, the \"Purchase Price\").\n\n          3.2  [Intentionally omitted]\n\n          3.3  [Intentionally omitted]\n\n          3.4  [Intentionally omitted]\n\n          3.5  Satisfaction of Indebtedness.  At or prior to the\nClosing, each Company shall take such actions (including without\nlimitation paying, or directing Buyer to apply a portion of the\nCash Amount to pay to, the creditors of such Company) as may be\nrequired to fully pay, satisfy and discharge all of the\nindebtedness of such Company, including the promissory notes and\nother evidence of indebtedness listed or described on the\nSchedule entitled \"Existing Indebtedness to be Discharged by\nClosing,\" and to obtain and deliver to Buyer copies of all\nexecuted releases, in form and substance reasonably satisfactory\nto Buyer, necessary to secure the release of all Liens other than\nPermitted Liens (as hereinafter defined) on the Acquired Assets\nrelating thereto (all of which releases Sellers shall cause to be\nfiled promptly, but no later than two (2) business days, after\npayment of the related indebtedness and in any event promptly\nafter the Closing Date).\n\n          3.6  Purchase Price Allocation.  The Purchase Price\nrepresents the amount agreed upon by the parties to be the\naggregate value of the Acquired Assets and shall be allocated\namong the Acquired Assets, in accordance with their respective\nfair market values, which the parties have agreed are or shall be\nas set forth on the Schedule entitled \"Agreed Allocation of\nPurchase Price\" attached hereto.  Any excess of the Purchase\nPrice over the fair market value of the Acquired Assets shall be\nallocated to goodwill.  Each of the parties shall report the\npurchase and sale of the Acquired Assets, including, without\nlimitation, in all federal, foreign, state, local and other Tax\nreturns and reports prepared and filed by or for any Seller or\nBuyer, in accordance with the basis of allocation described in\nthis Section 3.6.\n                         \n                      ARTICLE IV.  CLOSING\n\n          4.1  General.  As used in this Agreement, the \"Closing\"\nshall mean the time at which Sellers consummate the sale,\nassignment, transfer and delivery of the Acquired Assets to Buyer\nas provided herein by the execution and delivery by Sellers of\nthe documents and instruments referred to in Section 4.2 against\ndelivery by Buyer of the documents and payments provided in\nSections 3.1 and 4.4, and Sellers, Buyer and the other Persons\nreferred to herein deliver the additional documents referred to\nin Sections 4.5 and 4.6.  In the absence of a prior termination\nof this Agreement by one of the parties in accordance with\nArticle X, the Closing shall take place at the offices of Jones,\nDay, Reavis & Pogue, 77 West Wacker, 35th Floor, Chicago,\nIllinois 60601-1692 at 10:00 A.M. on the second business day\nfollowing the day on which the waiting periods under the Hart-\nScott-Rodino Antitrust Improvements Act of 1976 (the \"H-S-R Act\")\nshall have expired or been terminated (the \"HSR Approvals\"), or\nat such other time and place and on such other day as shall be\nmutually agreed upon in writing by the parties hereto (the\n\"Closing Date\").  Legal title, equitable title and risk of loss\nwith respect to the Acquired Assets shall not pass to Buyer until\nthe Acquired Assets are transferred at the Closing, which\ntransfer, once it has occurred, shall be deemed effective for\ntax, accounting and other computational purposes as of 12:01 A.M.\n(Central Time) on the Closing Date.\n\n          4.2  Documents to be Delivered by Asset Seller.  At the\nClosing, each Asset Seller shall deliver to Buyer:\n\n          (a)  Copies of (i) the resolutions of the Boards of\n     Directors and shareholders of such Asset Seller, including,\n     in the case of H&H, AFC as the sole shareholder of H&H,\n     authorizing and approving this Agreement and all other\n     transactions and agreements contemplated hereby, (ii) such\n     Asset Seller's respective Articles of Incorporation, and\n     (iii) such Asset Seller's respective Bylaws, all certified\n     by the respective corporate Secretary or Assistant Secretary\n     of such Asset Seller to be true, correct, complete and in\n     full force and effect and unmodified as of the Closing Date;\n\n          (b)  A bill of sale transferring such Asset Seller's\n     Acquired Assets to Buyer, free and clear of any and all\n     liens, equities, claims, prior assignments, mortgages,\n     charges, security interests, pledges, conditional sales\n     contracts, collateral security arrangements and other title\n     retention arrangements, restrictions (including, in the case\n     of real property, rights of way, use restrictions, and other\n     variances, reservations or limitations of any nature) or\n     encumbrances whatsoever (collectively, \"Liens\") except for\n     Permitted Liens and subject to filing of those releases and\n     documents referred to in Sections 3.5 and 4.2(k);\n\n          (c)  An opinion, dated as of the Closing Date, of\n     Sellers' Counsel, addressed to Buyer, substantially in the\n     form attached hereto as Schedule 4.2(c);\n\n          (d)  Copies of all Required Consents, together with the\n     related estoppel certificate from such landlord with respect\n     to each such Lease Agreement for which a Required Consent is\n     provided;\n\n          (e)  Instruments of assignment to Buyer of all of such\n     Asset Seller's trademarks, trade names, service marks and\n     patents (and all applications for, and extensions and\n     reissuances of, any of the foregoing and rights therein)\n     identified on the Schedule entitled \"Intellectual Property\";\n\n          (f)  The certificate required by Section 6.1(g);\n\n          (g)  Good standing or status certificates for such\n     Asset Seller from the appropriate state authorities in each\n     jurisdiction in which such Asset Seller is either\n     incorporated or qualified to do business as a foreign\n     corporation, each dated not more than thirty (30) days prior\n     to the Closing, together with facsimiles or telegrams, if\n     available, or, if not, oral advice as to good standing as of\n     the Closing from each of such jurisdictions;\n     \n          (h)  Evidence of the due filing by each Asset Seller's\n     ultimate parent with the Federal Trade Commission (\"FTC\")\n     and the Antitrust Division of the United States Department\n     of Justice (\"DOJ\") pursuant to the H-S-R Act and the\n     expiration or early termination of the waiting periods\n     thereunder;\n\n          (i)  An incumbency certificate of the officers of each\n     Asset Seller;\n\n          (j)  Instruments of assignment of each Lease Agreement\n     to which such Asset Seller is a party;\n     \n          (k)  Copies of executed releases, in form and substance\n     reasonably satisfactory to Buyer, including, without\n     limitation, termination statements under the Uniform\n     Commercial Code of any financing statements filed against\n     any Acquired Assets, evidencing discharge, removal and\n     termination of all Liens (other than Permitted Liens) to\n     which the Acquired Assets are subject including, without\n     limitation, Liens securing the indebtedness described in the\n     Schedule entitled \"Existing Indebtedness to be Discharged by\n     Closing\", together with evidence satisfactory to Buyer that\n     the indebtedness described on such Schedule shall have been\n     satisfied and extinguished, which releases Sellers shall\n     cause to be filed upon payment of the related indebtedness\n     and in any event promptly after the Closing Date;\n\n          (l)  A receipt from each of the Asset Sellers\n     acknowledging receipt of the Purchase Price allocable to the\n     Acquired Assets and the Assumed Liabilities of such Asset\n     Seller;\n\n          (m)  Such other deeds, bills of sale, endorsements,\n     assignments, affidavits, and other good and sufficient\n     instruments of sale, assignment, conveyance and transfer in\n     form and substance satisfactory to Buyer and its counsel, as\n     are required to effectively vest in Buyer good and\n     marketable title in and to all of the Acquired Assets\n     (including such certificates of title or other documents as\n     are so required with respect to any vehicles included in the\n     Acquired Assets), free and clear of any and all Liens except\n     Permitted Liens, and subject to filing of those releases and\n     documents referred to in Sections 3.5 and 4.2(k);\n\n          (n)  Copies of resolutions transferring sponsorship of\n     the Assumed Plan (as hereinafter defined) to Buyer, the\n     Assignment Agreement dated as of the Closing transferring\n     sponsorship of the Assumed Plan, and amendments to the\n     Assumed Plan pursuant to Section 9.7 reflecting the transfer\n     of sponsorship of the Assumed Plan to Buyer; and\n\n          (o)  Joinder agreements executed by each Additional\n     Securityholder (as defined below) party to the\n     Securityholders' Agreement, dated as of the Closing Date\n     (the \"Securityholders' Agreement\"), among HON, Buyer,\n     Sellers, Ron F. Skoronski, Kirk R. Sorensen, Madison Fire\n     Place, Inc., a Wisconsin corporation (\"Madison\"), Fireplace\n     & Spa, Inc., a Wisconsin corporation (\"FPSI\"), The Minocqua\n     Fireplace Company, a Wisconsin corporation (\"Minocqua\"), and\n     each of the Persons listed on Schedule 1.1(b) thereto as an\n     Additional Securityholder (the \"Additional\n     Securityholders\").\n\n          4.3  [Intentionally omitted]\n\n          4.4  Documents to be Delivered by Buyer.  At the\nClosing, Buyer shall deliver or cause to be delivered to Sellers:\n\n          (a)  A copy of (i) the resolutions of the Board of\n     Directors of Buyer and HON authorizing and approving this\n     Agreement and all other transactions and agreements\n     contemplated hereby, (ii) HON's Articles of Incorporation,\n     (iii) Buyer's Articles of Incorporation, as amended to\n     increase the number of authorized shares of common stock of\n     Buyer to 10,000,000, and (iv) HON's and Buyer's respective\n     Bylaws, all certified by the Secretary or an Assistant\n     Secretary of Buyer or HON to be true, correct, complete and\n     in full force and effect as of the Closing Date;\n\n          (b)  The certificate required by Section 6.2(g);\n\n          (c)  Evidence of the payment of the Cash Amount in the\n     manner and the amount set forth in Section 3.1;\n\n          (d)  the Buyer Note, duly executed on behalf of Buyer,\n     and in substantially the form attached hereto as Schedule\n     3.1(ii);\n\n          (e)  evidence of the due filing by Buyer's ultimate\n     parent, HON, with the FTC and the DOJ pursuant to the H-S-R\n     Act and the expiration or early termination of the waiting\n     period thereunder;\n\n          (f)  An opinion, dated the Closing Date, of James I.\n     Johnson, Vice President and General Counsel of HON,\n     addressed to Sellers, substantially in the form attached\n     hereto as Schedule 4.4(f);\n\n          (g)  Good standing and tax certificates for Buyer and\n     HON from the Secretary of State of Iowa, each dated not more\n     than thirty (30) days prior to the Closing, together with\n     facsimiles or telegrams, if available, or, if not, oral\n     advice, as to good standing as of the Closing from each of\n     such jurisdictions;\n\n          (h)  An Incumbency Certificate of the officers of each\n     of Buyer and HON;\n\n          (i)  An Instrument of Assumption of the Assumed\n     Liabilities, substantially in the form attached hereto as\n     Schedule 4.4(i);\n\n          (j)  The Convertible Debentures, in substantially the\n     form attached hereto as Schedule 3.1(iii), duly executed on\n     behalf of Buyer and issued to the persons set forth on\n     Schedule 3.1(iii);\n\n          (k)  A Guaranty, in substantially the form attached\n     hereto as Schedule 4.4(k), duly executed on behalf of HON\n     (the \"HON Guaranty\"); and\n\n          (l)  Resolutions accepting the transfer of sponsorship\n     of the Assumed Plan from AFC, and the Assumption Agreement\n     dated as of the Closing transferring sponsorship of the\n     Assumed Plan.\n          \n          4.5  Documents to be Delivered by Buyer and Sellers.\nAt the Closing, Buyer and Sellers shall execute and deliver (i) a\nletter of credit in support or a guaranty of Sellers' obligations\nunder the loan to be made to Sellers referred to in Section\n6.2(i), (ii) a reimbursement agreement, in form and substance\nsatisfactory to Buyer, obligating Sellers to reimburse Buyer for\nany liabilities, obligations and costs it incurs, including\namounts paid to LaSalle Bank N.A., related to the transactions\ncontemplated by this Section 4.5, and (iii) a pledge agreement,\nin form and substance satisfactory to Buyer, pledging such amount\nof Convertible Debentures to Buyer as may be necessary to fully\nsecure Sellers' obligations under the documents described in this\nSection 4.5.\n\n          4.6  Other Documents to be Delivered.  At the Closing:\n\n          (a)  Buyer shall execute and deliver an Employment and\n     Non-Competition Agreement with each of Richard A. Grove,\n     Jr., Philip T. Mercer (\"Mercer\"), James Setree and David E.\n     Scott (the \"Key Employees\") in substantially the form\n     attached hereto as Schedule 4.6(a) (each, an \"Employment and\n     Non-Competition Agreement\").\n\n          (b)  Each of Rodney A. Hempel, L. Denny Mercer,\n     Philip F. Dwyer, Brenda Gay Mercer, Amy Lynn Doody and\n     Michael D. Mercer shall execute and deliver a Non-\n     Competition Agreement to the effect set forth in Section 7.8\n     (each, a \"Non-Competition Agreement\".\n\n          (c)  Each shareholder of the Asset Sellers shall\n     execute and deliver a Guaranty Agreement substantially in\n     the form attached hereto as Schedule 4.6(c) (each, a\n     \"Shareholder Guaranty\").\n\n          (d)  [Intentionally omitted]\n\n          (e)  [Intentionally omitted]\n\n          (f)  Wayne Newsome, president of H&H, shall execute and\n     deliver to Buyer a consent to the assignment of the license\n     agreement dated April 21, 1999 between Wayne Newsome and\n     AFC.\n\n          (g)  Sellers shall deliver such instruments of\n     satisfaction, release, waiver and settlement relating to the\n     acquisition and related agreements and instruments,\n     including promissory notes and rights of first refusal, to\n     which the Companies are a party as described on\n     Schedule 4.6(g), including (i) payment of all promissory\n     notes, (ii) payment and satisfaction of contingent purchase\n     price agreements, (iii) releases of Liens on any Assets, and\n     (iv) waiver of right of first refusal provisions.\n\n          (h)  Deutsche Bank Securities Inc. shall deliver an\n     executed commitment letter obligating it or one of its\n     Affiliates to purchase the Buyer Note from Sellers on the\n     Closing Date.\n          \n          (i)  HON, Buyer, Sellers, Ron F. Skoronski, Kirk R.\n     Sorensen, Madison, FPSI, Minocqua, and the other parties\n     listed on the signature page thereto shall execute and\n     deliver a Securityholders' Agreement, in substantially the\n     form attached hereto as Schedule 4.6(i).\n\n           ARTICLE V.  REPRESENTATIONS AND WARRANTIES\n\n          5.1  Joint and Several Representations and Warranties\nof Sellers.  Subject only to those exceptions and qualifications\nlisted and described (including an identification by section\nreference to the representations and warranties to which such\nexceptions and qualifications relate) on the Schedules referred\nto in this Section 5.1 and attached to this Agreement, Sellers\nhereby jointly and severally represent and warrant to Buyer that:\n\n          (a)  Organization and Standing; Power and Authority.\n     Each Company is a corporation duly organized, validly\n     existing and in good standing under the laws of the states\n     described on Schedule 5.1(a), and has full corporate power\n     and authority to operate its business, to own or lease its\n     assets, to carry on its business as now being conducted, and\n     to enter into and perform this Agreement and the\n     transactions and other agreements and instruments\n     contemplated by this Agreement.  Except as disclosed on the\n     Schedule entitled \"Affiliate Companies\", the Companies have\n     no subsidiary corporations, own no interest, direct or\n     indirect, in any other business enterprise, firm or\n     corporation, and are the only business enterprises, firms or\n     corporations through which the Business (or any business\n     competing with or similar to the Business) is conducted, or\n     which owns, leases or uses assets related to the Business.\n     Each Company is duly qualified or licensed to do business as\n     a foreign corporation and is in good standing in each\n     jurisdiction in which the failure to so qualify would have,\n     or might reasonably be expected to have, individually or in\n     the aggregate, a material adverse effect upon the condition\n     (financial or otherwise), business, assets, properties or\n     operations (a \"Material Adverse Effect\") of the Companies,\n     taken as whole.  This Agreement and all other agreements and\n     instruments executed and delivered or to be executed and\n     delivered by any Person in connection herewith\n     (collectively, the \"Transaction Documents\") to which any\n     Seller is party have been, or upon execution thereof will\n     be, duly executed and delivered by such Seller.  This\n     Agreement and the transactions and other agreements and\n     instruments contemplated hereby have been duly approved by\n     the Directors and shareholders of each such Company, and\n     constitute the valid and binding obligations of each Seller,\n     enforceable in accordance with their respective terms.  Each\n     Asset Seller represents and warrants that it has been duly\n     authorized by its shareholders to make the agreements set\n     forth in Section 7.8 and to bind all of its shareholders\n     thereto.\n\n          (b)  Articles and By-Laws.  The copies of the Articles\n     of Incorporation and Bylaws of each Company heretofore\n     delivered to Buyer are true, correct and complete.\n\n          (c)  Conflicts; Defaults.  Neither the execution and\n     delivery of this Agreement and the other agreements and\n     instruments executed or to be executed in connection\n     herewith by any Seller, nor the performance by Sellers of\n     the transactions contemplated hereby or thereby, will\n     (i) violate, conflict with, or constitute a default under,\n     any of the terms of any Company's Articles of Incorporation\n     or By-Laws, (ii) except for any default arising solely from\n     the failure to obtain any Consent other than any Required\n     Consent, violate, conflict with, or constitute a default\n     under any provisions of, or result in the acceleration of\n     any obligation under, (x) the Contracts, (y) any order,\n     judgment or decree, relating to the Business or the Acquired\n     Assets, or by which any Company or the Acquired Assets are\n     bound, or (z) any contract, sales commitment, license,\n     purchase order, security agreement, mortgage, note, deed,\n     lien, lease, agreement or instrument, relating to the\n     Business or the Acquired Assets, or by which any Company or\n     the Acquired Assets are bound, which violation, conflict,\n     default or acceleration described in this clause (z) would\n     result in a Material Adverse Effect upon the Companies,\n     taken as a whole, (iii) result in the creation or imposition\n     of any Liens or restrictions, liens, encumbrances, claims\n     (including any \"adverse claim\" as such term is defined in\n     the Uniform Commercial Code), options, calls, pledges,\n     trusts and other commitments, agreements or arrangements\n     (collectively, \"Claims\") in favor of any third Person or\n     entity upon any of the Acquired Assets, (iv) violate any\n     law, statute, judgment, decree, order, rule or regulation of\n     any Governmental Authority, (v) constitute an event which,\n     after notice or lapse or time or both, would result in such\n     violation, conflict, default, acceleration, or creation or\n     imposition of Liens or Claims, (vi) constitute an event\n     which, after notice of lapse of time or otherwise would\n     create, or cause to be exercisable or enforceable, any\n     option, agreement or right of any kind to purchase any of\n     the Acquired Assets.  Except as set forth in the Schedule\n     entitled \"Assignment and Consents\", no consent, novation,\n     approval, filing or authorization will be required to be\n     obtained or satisfied for the continued performance by Buyer\n     following the Closing of any contract, agreement, commitment\n     or undertaking included in the Acquired Assets.  No Company\n     is in violation of or in default under its Articles of\n     Incorporation or Bylaws.  No Company is in violation of or\n     in default under or any provision of  (x) the Contracts, (y)\n     any order, judgment or decree, relating to the Business, or\n     the Acquired Assets, or by which any Company, or the\n     Acquired Assets are bound, or (z) any contract, sales\n     commitment, license, purchase order, security agreement,\n     mortgage, note, deed, lien, lease, agreement or instrument,\n     including without limitation, the Contracts, or any order,\n     judgment or decree, relating to the Business or the Acquired\n     Assets, or by which Sellers or the Acquired Assets is bound\n     described in this clause (z), which violation or default\n     would result in a Material Adverse Effect upon the\n     Companies, taken as a whole, or in the payment of any\n     monetary obligations or debts relating to the Business, and\n     there exists no condition or event which, after notice or\n     lapse of time or both, would result in any such violation or\n     default.\n\n          (d)  Acquired Assets; Title to the Acquired Assets.\n     Except for the Retained Assets, the Acquired Assets are the\n     only assets, properties, rights and interests used by the\n     Companies in connection with the Business.  The Acquired\n     Assets to be conveyed to Buyer under this Agreement,\n     together with cash, constitute all of the assets,\n     properties, rights and interests necessary to conduct the\n     Business in substantially the same manner as conducted by\n     the Companies prior to the date of this Agreement.  None of\n     the Acquired Assets have any material defects or are in need\n     of maintenance or repair, except for ordinary maintenance\n     and repairs.  Each Company has good, marketable and\n     exclusive title to, and the valid and enforceable power and\n     unqualified right to use and transfer to Buyer, each of\n     their respective Assets, including, without limitation, all\n     dies, molds or other tooling or equipment use in the\n     Business, whether located at the Companies' facilities or at\n     the facilities of their Customers or suppliers, and the\n     Acquired Assets (henceforth also referred to as the\n     \"Assets\") are free and clear of all Liens and Claims of any\n     kind or nature whatsoever, except for Permitted Liens and\n     the Liens required to be released under Sections 3.2 and\n     4.2(k).  The consummation of the transactions contemplated\n     by this Agreement (including, without limitation, the\n     transfer or assignment of the Acquired Assets, and all\n     rights and interests therein, to Buyer as contemplated\n     herein) will not adversely affect such title or rights, or\n     any terms of the applicable agreements (whether written or\n     oral) evidencing, creating or granting such title or rights.\n     Except as otherwise disclosed in the Schedule entitled\n     \"Contracts\", none of the Assets are subject to, or held\n     under, any lease, mortgage, security agreement, conditional\n     sales contract or other title retention agreement, or are\n     other than in the sole possession and under the sole control\n     of the Companies.  Each Company has the right under valid\n     and existing leases to occupy, use or control all properties\n     and assets leased by it.  The delivery to Buyer of the\n     instruments of transfer of ownership contemplated by this\n     Agreement will vest good, marketable and exclusive title (as\n     to all Acquired Assets owned by an Asset Seller) or full\n     right to possess and use (as to all Acquired Assets not\n     owned by an Asset Seller) to the Acquired Assets in Buyer,\n     free and clear of all Liens and Claims of any kind or nature\n     whatsoever, except for current real estate Taxes or\n     governmental charges or levies which are a Lien but not yet\n     due and payable and Liens securing obligations under those\n     installment contracts, capital leases or vehicle sales\n     contracts that are disclosed on the Schedule entitled\n     \"Contracts\" and that will be assumed by Buyer (collectively,\n     \"Permitted Liens\").  The Schedule entitled \"Fixed Assets\"\n     attached hereto contains true, correct and complete lists of\n     all fixed assets with an individual net book value in excess\n     of $10,000 used in connection with the Business as of the\n     dates specified therein.  No Company owns or holds any\n     marketable Securities.\n\n          (e)  Real Property.  The Schedule entitled \"Real Estate\n     and Leases\" attached hereto contains a true, correct and\n     complete list of all instruments and agreements creating any\n     interest or right in real property relating to the Business,\n     or leased or occupied by any Company.  No Seller owns or has\n     any rights to any fee interest in real property.  True,\n     correct and complete copies of the instruments and\n     agreements identified in such Schedule have been delivered\n     to Buyer.  Each such instrument and agreement is in full\n     force and effect and is a legal, binding, and enforceable\n     obligation of the applicable Seller.  Each Company has the\n     right to quiet enjoyment of all real property subject to\n     leaseholds under any such instruments, for the full term of\n     each such lease and, subject to proper exercise thereof, any\n     renewal option related thereto.  There has been no\n     disturbance of or challenge to any Company's quiet\n     possession under each such lease, and no leasehold or other\n     interest of any Company in such real property is subject to\n     or subordinate to any Liens except  Permitted Liens.\n     Neither the whole nor any portion of any real property\n     leased or occupied by any Company has been condemned,\n     requisitioned or otherwise taken by any Governmental\n     Authority, and, to Sellers' knowledge, no such condemnation,\n     requisition or taking is threatened or contemplated.  To\n     Sellers' knowledge, no building, structure, fixture or\n     appurtenance comprising part of the real properties of any\n     Company has any material defects or is in need of\n     maintenance or repair, except for ordinary maintenance and\n     repairs.\n\n          (f)  Leases.  Each Lease Agreement described on the\n     Schedule entitled \"Real Estate and Leases\" has not been\n     modified, altered, terminated or revoked, and is in full\n     force and effect.  No Company, as the present tenant under\n     its respective Lease Agreements, is in default under any of\n     the terms of such Lease Agreements, and there are no\n     existing facts or conditions which could give rise to any\n     such default.  To Sellers' knowledge, the present lessors\n     under the Lease Agreements, are not in default thereunder,\n     or in breach thereof, and there are no existing facts or\n     conditions which could give rise to any such breach or\n     default.\n\n          (g)  Contracts.  The Schedule entitled \"Contracts\"\n     attached hereto contains a complete list or summary\n     description of (i) each license, contract, agreement,\n     commitment and undertaking (whether written or oral)\n     (A) relating to the Business or to which any Company is a\n     party (1) which involves the purchase of inventories or the\n     sale of products, and involves aggregate future payments in\n     excess of $50,000, or which extends for a period of more\n     than one year, or (2) which does not involve the purchase of\n     inventories or the sale of products, and involves aggregate\n     future payments in excess of $50,000 or extends for a period\n     of more than one year, (B) between any Company and any\n     distributor, manufacturers' agent or selling agent used or\n     retained in connection with the Business, or pursuant to\n     which any Company sells or distributes Products, in each\n     case described in this subsection (B) regardless of the size\n     or term or such licenses, contracts, agreements, commitments\n     and undertakings, (ii) each loan or credit agreement,\n     promissory note, security agreement, guaranty, indenture,\n     mortgage, pledge or other agreement or instrument evidencing\n     indebtedness of any Company, or to which any Company is a\n     party, (iii) any conditional sale or other title retention\n     agreement, equipment obligation, or lease purchase agreement\n     involving (in the aggregate) amounts annually in excess of\n     $25,000 relating to any Company or the Business, or to which\n     any Company is a party, (iv) any power of attorney given by\n     any Company to any Person, firm or corporation or otherwise\n     relating to the Business or the Assets, (v) any non-\n     competition, restrictive covenant or other agreement that\n     restricts any Company or any employee, consultant, agent or\n     director of any Company from conducting the Business\n     anywhere in the world, (vi) each contract, agreement,\n     commitment or undertaking presently in effect, whether or\n     not fully performed, between any Company and any current or\n     former officer, director, consultant or other employee (or\n     group thereof) retained or employed in connection with the\n     Business, or any current or former shareholder (or group of\n     shareholders) of any Company, (vii) any contract, agreement,\n     commitment or undertaking evidencing the acquisition or\n     disposition by any Company of any business, all or\n     substantially all assets (other than Inventories in the\n     normal and ordinary course of business), or shares of\n     capital stock of any Person during the past five years or as\n     to which any material obligation or liability (contingent or\n     not) still exists, and (viii) any other contract, agreement,\n     commitment or undertaking that is material to the condition\n     (financial or otherwise), results of operations, properties,\n     assets, liabilities or business of any Company or the\n     Business (the items described in clauses (i) through (viii)\n     being herein collectively referred to as the \"Contracts\").\n     Each Company has performed all obligations required to be\n     performed by it to date under the Contracts, and neither any\n     Company nor, to Sellers' knowledge, any other party to any\n     Contract has breached or improperly terminated any Contract\n     by which it is bound, and there exists no condition or event\n     which after notice or lapse of time or both, would\n     constitute any such breach, termination or default by\n     Sellers or, to Sellers' knowledge, by any other party.  No\n     Company is a party to, and the Business does not involve,\n     any contracts, agreements, commitments or undertakings which\n     are subject to the Federal Acquisition Regulations,\n     Chapter 48 of the Code of Federal Regulations and all agency\n     supplements thereto, the Cost Accounting Standards set forth\n     in Chapter 4 of the Code of Federal Regulations, or the Cost\n     Principles set forth in Chapter 31 of the Code of Federal\n     Regulations.  Each of the Contracts is in full force and\n     effect, and is a legal, binding and enforceable obligation\n     of or against Sellers, except as such enforceability may be\n     limited by (i) bankruptcy, insolvency or similar laws\n     affecting creditors' rights generally or (ii) general\n     principles of equity, whether considered in a proceeding in\n     equity or at law.\n\n          (h)  Financial Statements.  Each Company has heretofore\n     delivered to Buyer the following financial statements\n     (collectively, together with the notes thereto and the\n     financial statements to be delivered pursuant to\n     Section 7.2(b), the \"Financial Statements\"):\n\n               (i)  the unaudited Balance Sheet of such Company\n                    (the \"Unaudited Balance Sheet\") as of\n                    November 30, 1999 (the \"Balance Sheet Date\"),\n                    and the unaudited Statement of Income of such\n                    Company for the eleven (11) months ended\n                    November 30, 1999 (collectively, the\n                    \"Unaudited Financial Statements\");\n\n               (ii) (A) the unaudited Balance Sheet of AFC as of\n                    November 30, 1999, and the unaudited\n                    Statement of Income for the eleven months\n                    ended November 30, 1999; and the unaudited\n                    Balance Sheet of H&H, and the unaudited\n                    Statement of Income for the eleven months\n                    ended November 30, 1999 (which includes\n                    interim periods for predecessor companies,\n                    Hearth & Home, Distributors, Inc. and\n                    Hearth & Home Doors LLC); the audited Balance\n                    Sheet of AFC as of December 31, 1998, the\n                    audited Statement of Income for the year\n                    ended December 31, 1998, and the audited\n                    Statement of Cash Flows for the year ended\n                    December 31, 1998, together with the\n                    footnotes thereto and the report thereon by\n                    C.W. Amos and Company LLC, certified public\n                    accountants; the audited Balance Sheet of AFC\n                    as of December 31, 1997, the audited\n                    Statement of Income for the year ended\n                    December 31, 1997, and the audited Statement\n                    of Cash Flows for the year ended December 31,\n                    1997, together with the footnotes thereto and\n                    the report thereon by C.W. Amos and Company\n                    LLC, certified public accountants; and the\n                    audited Balance Sheet of AFC as of\n                    December 31, 1996, the audited Statement of\n                    Income for the year ended December 31, 1996,\n                    and the audited Statement of Cash Flows for\n                    the year ended December 31, 1996, together\n                    with the footnotes thereto and the report\n                    thereon by C.W. Amos and Company LLC,\n                    certified public accountants, and (B) the\n                    audited Balance Sheet of Hearth & Home\n                    Distributors, Inc. as of March 31, 1998, the\n                    audited Statement of Income for the year\n                    ended March 31, 1998, and the audited\n                    Statement of Cash Flows for the year ended\n                    March 31, 1998, together with the footnotes\n                    thereto and the report thereon by Weil,\n                    Akman, Baylin & Coleman, P.A.; the audited\n                    Balance Sheet of Hearth & Home Distributors,\n                    Inc. as of March 31, 1997, the audited\n                    Statement of Income for the year ended\n                    March 31, 1997, and the audited Statement of\n                    Cash Flows for the year ended March 31, 1997,\n                    together with the footnotes thereto and the\n                    report thereon by Weil, Akman, Baylin & Coleman, P.A.; and the audited Balance Sheet\n                    of Hearth & Home Doors, LLC as of\n                    December 31, 1996, the audited Statement of\n                    Income for the year ended December 31, 1996,\n                    and the audited Statement of Cash Flows for\n                    the year ended December 31, 1996, together\n                    with the footnotes thereto and the report\n                    thereon by Weil, Akman, Baylin & Coleman,\n                    P.A.; and\n\n               (iii)Each of the Financial Statements was prepared\n                    from the books and records kept by each\n                    Company for the Business, and fairly\n                    presents the financial position of each Company\n                    as of such dates, and the results of each\n                    Company's operations and each Company's cash flows\n                    for the periods then ended in accordance\n                    with generally accepted accounting principals\n                    (\"GAAP\") consistently applied (except,\n                    in the case of the Unaudited Financial Statements, \n                    for normally recurring year-end adjustments, which \n                    adjustments will not be material, either individually \n                    or in the aggregate) and without footnote disclosures, \n                    and the related internal accounting practices and\n                    policies of such Company disclosed on the Schedule\n                    entitled \"Financial Statements\" or in the notes to \n                    the Audited Financial Statements (the \"Accounting \n                    Practices\").  Except as set forth in the Schedule \n                    entitled \"Changes in Circumstances\" or the Financial\n                    Statements, since the Balance Sheet Date, (x) the\n                    Companies' business, working capital and cash\n                    flow have been managed and operated in\n                    the ordinary and normal course of business\n                    consistent with past practice, (y) neither\n                    the Companies nor any of their affiliates\n                    have accelerated or materially altered the\n                    collection or management of any Accounts\n                    Receivable, or extended the payment term of\n                    or materially altered any Assumed Liabilities, \n                    including, without limitation, account payables \n                    and expenses of the Companies, and (z) there has \n                    been no material adverse change in the condition\n                    (financial or otherwise), results of operations,\n                    properties, assets, liabilities or business\n                    of any Company or the Business, nor has there\n                    been any event or condition of any character\n                    which has materially and adversely affected,\n                    or which would reasonably be expected to\n                    materially and adversely affect, the\n                    condition (financial or otherwise), results\n                    of operations, properties, assets, liabilities or \n                    business of any Company (other than as a result \n                    of any matter set forth in the proviso to \n                    Section 6.1(c)).  The Unaudited Balance Sheet \n                    reflects all properties and assets, real, personal or\n                    mixed, that are currently used in connection\n                    with each Company's Business and which would\n                    be required under GAAP to be shown in the\n                    Financial Statements, except for (A) inventory \n                    purchased or sold consistent with past practice \n                    and in the ordinary and normal course of business \n                    since the Balance Sheet Date, (B) other immaterial\n                    properties and assets (other than capital assets)\n                    purchased or sold since the Balance Sheet\n                    Date consistent with past practice and in the\n                    ordinary and normal course of business,\n                    (C) capital assets purchased since the\n                    Balance Sheet Date in the ordinary course of\n                    business consistent with past practice, and\n                    (D) purchase commitments that are for\n                    immaterial properties and assets or are\n                    disclosed on the Schedule entitled \"Liabilities\".\n\n          (i)  Liabilities.  Except as disclosed in paragraphs 1\n     or 4 of  the Schedule entitled \"Changes in Circumstances\",\n     no Company has any liabilities or obligations of any nature\n     whatsoever, whether absolute, accrued, contingent or\n     otherwise, and whether known or unknown, including, without\n     limitation, liabilities for Taxes, forward or long-term\n     commitments, or unrealized or anticipated losses from any\n     unfavorable conditions or occurrences, or from write-downs\n     or write-offs of assets (including Inventories and Accounts\n     Receivable), except for those (i) reflected or reserved on\n     the Unaudited Balance Sheet, (ii) incurred or accrued since\n     the Balance Sheet Date in the ordinary and normal course of\n     the Companies' business in transactions in the ordinary and\n     normal course, consistent with past practice, which\n     transactions are consistent with the representations,\n     warranties, covenants, obligations and agreements contained\n     in this Agreement, (iii) arising, in the ordinary course of\n     business, under Contracts (exclusive of any liabilities or\n     obligations arising from breaches or defaults by any\n     Company), or (iv) set forth on Schedule 2.1(b) attached\n     hereto.\n\n          (j)  Accounts Receivable; Collection; Trade Payables.\n     Except for Accounts Receivable with respect to which\n     applicable reserves are set forth on the Unaudited Balance\n     Sheet, all Accounts Receivable included in the Assets and\n     outstanding as of the Closing Date will represent sales\n     actually made in the ordinary and normal course of business.\n     To Sellers' knowledge, other than as provided for in\n     reserves as contemplated above, there are no counterclaims\n     or setoffs against (or any basis therefor), or any other\n     matter or condition likely to interfere with full and timely\n     collection of, any of such Accounts Receivable.  The\n     Schedule entitled \"Accounts Receivable\" sets forth an aged\n     listing by Customer of the Accounts Receivable included in\n     the Assets that are outstanding as of January 6, 2000.  No\n     Company has experienced or suffered undue delay in its\n     payment of its liabilities and obligations to its trade\n     creditors (including suppliers) or trade debt.\n\n          (k)  Inventories.  Except as set forth in the Schedule\n     entitled \"Financial Statements\", the value at which the\n     Inventory included in the Assets is carried on the Unaudited\n     Balance Sheet reflects the lower of cost or market value or\n     as otherwise described in the notes to the Financial\n     Statements and reflects writeoffs or writedowns for damaged\n     or obsolete items, or items of below standard quality, in\n     accordance with the historical inventory policy and\n     practices of the Companies, a complete and accurate\n     description of which is included in the description of the\n     Accounting Practices set forth in the Schedule entitled\n     \"Financial Statements\".  The Inventory, taken as a whole,\n     included in the Assets is not (as of the date hereof) and\n     will not be (as of the Closing Date) excessive in kind or\n     amount in light of the ordinary and normal course of conduct\n     and reasonably anticipated needs of the Business.\n\n          (l)  Litigation.  Except as set forth on the Schedule\n     entitled \"Litigation\", no Company is subject to any order\n     of, or written agreement or memorandum or understanding\n     with, any Governmental Authority, and there exists no\n     litigation, action, suit, claim or proceeding pending, or,\n     to Sellers' knowledge, any litigation, action, suit,\n     investigation, claim or proceeding threatened against or\n     affecting any Company, the Business or the Assets, or which\n     would affect the transactions contemplated by this\n     Agreement, at law or in equity or before any Governmental\n     Authority, including, without limitation, claims for product\n     warranty, product liability, antitrust, unfair competition,\n     price discrimination or other liability or obligation\n     relating to Products, whether manufactured, installed or\n     sold by any Company, any of its Affiliates or any of their\n     respective predecessors-in-interest in respect of the\n     Business, or which would adversely affect the transactions\n     contemplated by this Agreement, and, to Sellers' knowledge,\n     no one has grounds to assert any such litigation, action,\n     suit, claim or proceeding.  Set forth on the Schedule\n     entitled \"Litigation\" is a description of (i) all\n     litigation, actions, suits, investigations, claims and\n     proceedings asserted, brought or threatened against any\n     Company or its Affiliates or predecessors-in-interest in\n     respect of the Business during the three-year period\n     preceding the date hereof, together with a description of\n     the outcome or present status thereof, and (ii) all\n     judgments, orders, decrees, writs or injunctions entered\n     into by, in favor of, or against any Company.\n\n          (m)  Customers and Suppliers.  No Company is involved\n     in any material controversy with any of the customers or\n     suppliers to the Business.  The Schedule entitled \"Customers\n     and Suppliers\" sets forth a true, correct and complete list\n     of each of the Companies' (i) 20 largest customers in terms\n     of sales during the twelve (12)-month period ended December,\n     1999 and (ii) suppliers that, during the twelve (12) months\n     ended December, 1999, individually accounted for $200,000 or\n     more of orders for the purchase of raw materials, supplies,\n     equipment or parts.  Except for the customers and suppliers\n     named in the Schedule entitled \"Customers and Suppliers\",\n     the Companies have not had any customer who accounted for\n     more than 5% of the Companies' sales during the period from\n     January to December 1999, or any supplier from whom the\n     Companies purchased more than 5% of the goods or services\n     purchased during the period from January to December 1999.\n     Except as otherwise disclosed in the Schedule entitled\n     \"Contracts\", no Company has been advised by any such\n     customer or supplier, that such customer or supplier was or\n     is intending to terminate its relationship with such Company\n     or would not continue to purchase supplies or services for\n     future periods on account of any dissatisfaction with such\n     Company's performance.  All business placed by all employees\n     of each Company has been placed in the name of such Company,\n     and all fees on such business have been paid to and are the\n     property of such Company.\n\n          (n)  Regulatory Compliance.  Except as set forth on the\n     Schedule entitled \"Litigation\", the Business has been\n     conducted, all Assets have been maintained and each Company\n     is currently in compliance with all applicable Laws\n     (including, without limitation, all laws relating to zoning,\n     building codes, civil rights, occupational health and\n     safety, antitrust, consumer protection, currency exchange,\n     equal opportunity, pensions, securities and trading-with-the-\n     enemy), except to the extent that failure to comply would\n     not, individually or in the aggregate, result in a Material\n     Adverse Effect upon the Companies, taken as a whole, and no\n     material expenditures are or will be required to comply with\n     any such laws, regulations and orders of Governmental\n     Authorities.  No Company is in default under, and no event\n     has occurred which, with the lapse of time or action by a\n     third party, could result in default under, the terms of any\n     judgment, decree, order, writ or injunction of any\n     Governmental Authority, whether at law or in equity, to\n     which such Company is a party.\n\n          (o)  Brokers, Finders and Agents.  No Company is\n     directly or indirectly obligated to anyone acting as a\n     broker, finder or in any other similar capacity in\n     connection with this Agreement or the transactions\n     contemplated hereby, except as provided in Section 9.2.\n\n          (p)  Intellectual Property.  The Schedule entitled\n     \"Intellectual Property\" attached hereto sets forth a\n     complete and correct list (with an indication of the record\n     owner and identifying number) of all patents, trademarks,\n     service marks, trade names, domain names and copyrights for\n     which registrations have been obtained (and all applications\n     for, or extensions or reissuances of, any of the foregoing)\n     which are or have been used in the conduct of, or which\n     relate to, the Business or which are owned by any Company.\n     True, correct and complete copies of such patents,\n     trademarks, service marks, trade names, domain names and\n     copyrights (and all applications for, or extensions or\n     reissuances of, any of the foregoing) identified on such\n     Schedule have been delivered to Buyer.  Except as otherwise\n     disclosed in the Schedule entitled \"Intellectual Property\",\n     each Company is the sole owner and has the exclusive right\n     to use, free and clear of any payment, restriction or\n     encumbrance, all such patents, trademarks, service marks,\n     trade names, domain names and copyrights listed on such\n     Schedule under such Company's name.  Except patents and\n     trademarks owned by R. Wayne Newsome and licensed to Sellers\n     pursuant to the license agreement to be assigned to Buyer\n     pursuant to Section 4.6(f), no patents, trademarks, service\n     marks, trade names, domain names and copyrights (or\n     applications for, or extensions or reissuances of any of the\n     foregoing) which are or have been used in the conduct of, or\n     which relate to, the Business are owned otherwise than by\n     such Company.  There is no claim or demand of any Person\n     pertaining to, or any proceedings which are pending or, to\n     Sellers' knowledge, threatened, which challenge (i) the\n     exclusive rights of the Companies in respect of any patents,\n     trademarks, service marks, trade names, domain names or\n     copyrights (or applications for, or extensions or\n     reissuances of, any of the foregoing) which are or have been\n     used in the conduct of, or which relate to, the Business or\n     which are owned by such Company, or (ii) the rights of any\n     Company in respect of any processes, formulas, confidential\n     information, trade secrets, know-how, engineering data,\n     technology or other intellectual property (including the\n     Intangibles) which are or have been used in the conduct of,\n     or which relate to, the Business or which are owned by such\n     Company.  No patent, trademark, service mark, trade name,\n     domain name, copyright, process, formulas, confidential\n     information, trade secret, know-how, engineering data,\n     technology or other intellectual property (including the\n     Intangibles) which is owned by any Company or which is or\n     has been used in the conduct of, or which relates to, the\n     Business is subject to any outstanding order, ruling,\n     decree, judgment or stipulation by or with any Governmental\n     Authority or any contract, agreement, commitment or\n     undertaking with any Person, or infringes or, to Sellers'\n     knowledge, is being infringed by others or is used by others\n     (whether or not such use constitutes infringement).  To\n     Sellers' knowledge, the Business does not involve employment\n     of any Person in a manner which violates any non-competition\n     or non-disclosure agreement which such Person entered into\n     in connection with any former employment.  Except patents\n     and trademarks owned by R. Wayne Newsome and licensed to\n     Sellers pursuant to the license agreement to be assigned to\n     Buyer pursuant to Section 4.6(f), all patents, trademarks,\n     service marks, trade names, domain names or copyrights (or\n     applications for, or extensions or reissuances of, any of\n     the foregoing) or processes, formulas, confidential\n     information, trade secrets, know-how, engineering data,\n     technology or other intellectual property, or rights\n     thereto, owned or held, directly or indirectly by any\n     officer, director, shareholder, employee or any Affiliate of\n     any Company or any Seller have been, or prior to the Closing\n     Date will have been, duly and effectively transferred to the\n     Companies.  Set forth on the Schedule entitled \"Intellectual\n     Property\" is a description all litigation, actions, suits,\n     investigations, claims and proceedings, asserted, brought or\n     threatened against the Company within the three (3) years\n     preceding the date hereof, together with a description of\n     the outcome or present status thereof, relating to any\n     patent, trademark, service mark, trade name, domain name,\n     copyright, process, formula, confidential information, trade\n     secret, know-how, engineering data, technology or other\n     intellectual property.\n\n          (q)  Permits.  The Schedule entitled \"Permits\" attached\n     hereto contains a true, correct and complete list of all\n     Permits issued to any Company.  Each Company has, and is in\n     full compliance with, all Permits which are necessary or\n     required for the operation of the Business as it is\n     currently being operated and its present activities on its\n     properties and facilities, all of which Permits are in full\n     force and effect, except to the extent (i) detailed on the\n     Schedule entitled \"Permits\" (all of which such Permits not\n     in full force and effect at Closing will be obtained, at\n     Sellers' sole cost and expense, within ninety (90) days of\n     Closing) or (ii) that failure to obtain such Permits or so\n     comply would not, individually or in the aggregate, result\n     in a Material Adverse Effect upon the Companies, taken as a\n     whole.  No Company's operation of the Business during the\n     pendency of its applications, if any, for Permits violates\n     any law, regulation or order of any Governmental Authority.\n\n          (r)  Employee Relations; Collective Bargaining\n     Agreements.  There are no material controversies, including\n     strikes, disputes, slowdowns or work stoppages, pending, or\n     to Sellers' knowledge, threatened which involve any\n     employees of any Company.  Each Company has complied and is\n     complying with all Laws relating to the employment of labor,\n     including, without limitation, any provision thereof\n     relating to wages, hours, collective bargaining, employee\n     health, safety and welfare, and the payment of social\n     security and similar taxes,  except to the extent that\n     failure to comply would not, individually or in the\n     aggregate, result in a Material Adverse Effect upon the\n     Companies, taken as a whole.  No Company has experienced any\n     material labor difficulties, including, without limitation,\n     strikes, slowdowns, or work stoppages, within the five-year\n     period preceding the date hereof.   No Company is a party to\n     any collective bargaining or union contract, and to Sellers'\n     knowledge, there exists no current union organizational\n     effort with respect to any Company's employees.\n\n          (s)  Employees and Employee Plans.  (1) Except as set\n     forth on Schedule 5.1(s)(2), no Company is or was a party\n     to, maintains or has maintained, or contributes or has\n     contributed to, any (A) severance or employment agreement\n     with any current or former director, officer or employee,\n     (B) severance plan, program, policy or arrangement, (C) plan\n     or arrangement relating to its current or former directors,\n     officers or employees which contains change in control\n     provisions, (D) any Employee Plan, or (E) any collective\n     bargaining agreement or consulting agreement (clauses (A)\n     through (E) are, collectively, the \"Company Plans\"), nor has\n     any such Company or any officers or directors of any such\n     Company, taken any action directly or indirectly which\n     obligates such Company to institute or modify or change any\n     such Company Plan, any change in any actuarial or other\n     assumption used to calculate funding obligations with\n     respect to any Company Plan, or any change in the manner in\n     which contributions to any Company Plan are made or the\n     basis on which such contributions are determined.\n\n               (2)  Schedule 5.1(s)(2) lists each Company Plan.\n          True, complete and correct copies of each Company Plan\n          and summary plan description, the most recent Internal\n          Revenue Service determination letters, the most recent\n          annual reports on Internal Revenue Service Form 5500\n          and actuarial reports, if applicable, and if not\n          applicable, statement of trust assets, have been made\n          available and delivered to Buyer.\n\n               (3)  With respect to each Company Plan, and to any\n          other employee benefit plan, program, agreement or\n          arrangement to which a Company or any other trade or\n          business, whether or not incorporated (an \"ERISA\n          Affiliate\"), that together with such Company would be\n          deemed a \"single employer\" within the meaning of\n          Section 414(b), (c), (m) or (o) of the Internal Revenue\n          Code of 1986, as amended (the \"Code\"), has made, or was\n          required to make, contributions at any time prior to\n          the date hereof, no event has occurred, and to Seller's\n          knowledge there exists no condition or set of\n          circumstances, in connection with which any such\n          Company could be subject to any liability under ERISA,\n          the Code or any other applicable law.\n\n               (4)  Each Company Plan has been administered in\n          accordance with its terms, and each Company Plan has\n          been operated and is in compliance with the applicable\n          provisions of ERISA, the Code and all other applicable\n          laws.  Each Company Plan that is intended to be\n          qualified under Section 401(a) or 401(k) of the Code is\n          so qualified and has received a favorable determination\n          letter from the Internal Revenue Service (the \"IRS\")\n          with respect to its qualified status covering the Tax\n          Reform Act of 1986 and any other legislation for which\n          the applicable remedial amendment period has expired,\n          and each trust established in connection with any\n          Company Plan that is intended to be exempt from federal\n          income taxation under Section 501(a) of the Code has\n          received a determination letter from the IRS that such\n          trust is so exempt, and no fact or event has occurred\n          since the date of any determination letter from the IRS\n          which is reasonably likely to adversely affect the\n          qualified status of any such Company Plan or the exempt\n          status of any such trust.  There are no pending or\n          threatened or anticipated claims, investigations or\n          audits under or with respect to any Company Plan by or\n          on behalf of any current or former director, officer or\n          employee, or dependent or beneficiary thereof, or\n          otherwise (other than routine claims for benefits).\n          All contributions required to be made by each Company\n          under applicable Law or the terms of any Company Plan\n          or collective bargaining agreement as of the Closing\n          Date have been made as of such date.\n\n               (5)  No Company Plan is, and no Company or ERISA\n          Affiliate has ever maintained or contributed to, (i) a\n          \"defined benefit plan\"(as defined in Section 3(35) of\n          ERISA), (ii) a \"multiemployer plan\" within the meaning\n          of Section 3(37) of ERISA, (iii) a \"multiple employer\n          plan\" within the meaning of Code Section 413 or a\n          \"multiple employer welfare arrangement\" within the\n          meaning of Section 3(40) of ERISA, or (iv) a \"welfare\n          benefit fund\" as defined in Section 419(e) of the Code.\n\n               (6)  Except as disclosed on Schedule 5.1(s)(2), no\n          Company Plan provides medical, life or other welfare\n          benefits (whether or not insured), with respect to any\n          current or former employee of any Company after\n          retirement or other termination of service (other than\n          coverage mandated by applicable law).  With respect to\n          any contract or arrangement with an insurance company\n          providing funding under any Company Plan, there is no\n          material liability for any retroactive rate adjustment.\n          Each Company has the right to amend or terminate its\n          participation with respect to each Company Plan which\n          it maintains or in which participates.  Each Company\n          Plan that is a \"group health plan,\" as defined in\n          Section 5000 of the Code has been operated in\n          compliance with Section 4980B of the Code and the\n          secondary payor requirements of Section 1862(b) of the\n          Social Security Act.\n\n               (7)  Except as disclosed on Schedule 5.1(s)(2), no\n          current or former employee of any Company will be\n          entitled to any payment, additional benefits or any\n          acceleration of the time of payment or vesting of any\n          benefits under any Company Plan as a result of the\n          transactions contemplated by this Agreement (either\n          alone or in conjunction with any other event such as a\n          termination of employment) and no trustee under any\n          \"rabbi trust\" or similar arrangement in connection with\n          any Company Plan will be entitled to any payment as a\n          result of the transactions contemplated by this\n          Agreement.\n\n               (8)  None of the Companies or any of their current\n          or former directors, officers, employees or any other\n          \"fiduciary\", as such term is defined in Section 3(21)\n          of ERISA, has committed any breach of fiduciary\n          responsibility imposed by ERISA or any other applicable\n          law with respect to the Company Plans which would\n          subject Buyer, any Company or any of their respective\n          directors, officers or employees to any material\n          liability under ERISA or any applicable law.\n\n               (9)  None of the Companies has incurred any\n          liability under Title IV of ERISA, any lien under Code\n          Section 401(a)(29) or any material liability for any\n          tax or civil penalty imposed by Sections 4971, 4975 or\n          4976 of the Code or Section 502 of ERISA and no\n          condition or set of circumstances exists that presents\n          a risk to any of the Companies of incurring any such\n          lien or liability.\n\n               (10) Each Company (A) is in compliance in all\n          material respects with all applicable laws respecting\n          employment, employment practices, terms and conditions\n          of employment and wages and hours (including, but not\n          limited to, WARN, the Age Discrimination in Employment\n          Act, as amended, the Civil Rights Act of 1964, as\n          amended, the Equal Pay Act, the Occupational Safety and\n          Health Act, the Fair Labor Standards Act, the Americans\n          with Disability Act of 1990, the Family and Medical\n          Leave Act of 1993, the Immigration and Nationality Act\n          of 1952, as amended by the Immigration Reform and\n          Control Act of 1986 and the regulations promulgated\n          thereunder, and any other federal, state or local law\n          regulating employment or protecting employee rights),\n          in each case, with respect to current and former\n          employees and independent contractors of the Company,\n          (B) has withheld all material amounts required by\n          applicable laws or by agreement to be withheld from the\n          wages, salaries and other payments to such current and\n          former employees and independent contractors, (C) is\n          not liable for any arrears of wages or any taxes or any\n          penalty for failure to comply with any of the\n          foregoing, and (D) is not liable for any payment to any\n          trust or other fund or to any governmental entity with\n          respect to unemployment compensation benefits, workers\n          compensation, social security or other benefits for\n          current or former employees and independent contractors\n          of any Company.\n\n               (11) Except as provided on Schedule 5.1(s)(2),\n          each Company Plan covers only those employees who are\n          employed by a Company (and their eligible spouses and\n          beneficiaries), except for persons covered for medical\n          benefits under an employee welfare benefit plan\n          pursuant to COBRA (as hereinafter defined).\n\n          (t)  Environmental and Safety Compliance.\n\n               (i)  General.  Except as disclosed on the Schedule\n          entitled \"Environmental Matters\", no Company, nor, to\n          Sellers' knowledge, any other previous owner, tenant,\n          occupant or user of the real property, including Leased\n          Property, listed on the Schedule entitled \"Real Estate\n          and Leases,\" (hereinafter collectively referred to as\n          the \"Property\") nor, to Sellers' knowledge, any other\n          Person, has engaged in or permitted any operations or\n          activities upon, or any use or occupancy of the\n          Property, or any portion thereof, resulting in the\n          emission, release, discharge, transport, dumping or\n          disposal of any Hazardous Materials (as hereinafter\n          defined) on, from, under, in or about the Property,\n          nor, to Sellers' knowledge, have any Hazardous\n          Materials migrated or been transported from the\n          Property to, upon, about or beneath other properties,\n          nor, to Sellers' knowledge, have any Hazardous\n          Materials migrated or been transported or threatened to\n          migrate or be transported from other properties to,\n          upon, about or beneath the Property.\n\n               (ii) Specific Environmental Representations and\n          Warranties.  Except as specified in the Schedule\n          entitled \"Environmental Matters\":\n\n          (A)  To Sellers' knowledge, there is not, nor has there\n               been, constructed, placed, deposited, stored,\n               disposed of or located on the Property any\n               asbestos in any form which has become friable.\n\n          (B)  To Sellers' knowledge, no underground\n               improvements, including but not limited to\n               treatment or storage tanks, sumps, or water, gas\n               or oil wells, are or have been located on the\n               Property.\n\n          (C)  To Sellers' knowledge, there are no\n               polychlorinated biphenyls (PCBs) or transformers,\n               capacitors, ballasts, or other equipment which\n               contains dielectric fluid containing PCBs at\n               levels in excess of fifty parts per million\n               (50ppm) constructed, placed, deposited, stored,\n               disposed of or located on the Property.\n\n          (D)  The Property and its existing uses and activities\n               and, to Sellers' knowledge, its prior uses and\n               activities, comply and have at all times complied\n               in all material respects with all Environmental\n               Requirements (as hereinafter defined), and each\n               Company has obtained all Permits necessary under\n               applicable Environmental Requirements, except to\n               the extent that failure to comply or obtain such\n               Permits would not, individually or in the\n               aggregate, result in a Material Adverse Effect\n               upon the Companies, taken as a whole.\n\n          (E)  No Company, nor to Sellers' knowledge, any prior\n               owner or occupant of the Property, has received\n               any notice or other communication concerning any\n               alleged violation of Environmental Requirements,\n               whether or not corrected to the satisfaction of\n               the appropriate authority, nor any notice or other\n               communication concerning alleged liability for\n               Environmental Damages in connection with the\n               Property, and there exists no judgment, decree,\n               order, writ or injunction outstanding, nor any\n               litigation, action, suit, claim (including\n               citation or directive) or proceeding pending or,\n               to the Sellers' knowledge, any litigation, action,\n               suit, investigation, claim or proceeding\n               threatened, relating to the ownership, use,\n               maintenance or operation of the Property by any\n               Person, or from the alleged violation of\n               Environmental Requirements, or from the suspected\n               presence of quantities of Hazardous Material\n               thereon or potential migration thereto, nor, to\n               Sellers' knowledge, are there any existing facts\n               or conditions which could give rise to any such\n               violation or liabilities.\n\n               (iii)Definitions.\n\n          (A)  For purposes of this Section 5.1(t), the term\n               \"Hazardous Material\" means any substance:\n\n               (1)  the presence of which requires investigation\n                    or remediation under any federal, state or\n                    local statute, regulation, ordinance, order,\n                    action, policy or common law; or\n\n               (2)  which is or has been identified as a\n                    potential \"hazardous waste,\" \"hazardous\n                    substance,\" pollutant or contaminant under\n                    any federal, applicable state or local\n                    statute, regulation, rule or ordinance or\n                    amendments thereto including, without\n                    limitation, the Comprehensive Environmental\n                    Response, Compensation and Liability Act (42\n                    U.S.C. Sections 9601 et seq.) and\/or the Resource\n                    Conservation and Recovery Act (42 U.S.C.\n                    Sections 6901 et seq.); or\n\n               (3)  which is toxic, explosive, corrosive,\n                    flammable, infectious, radioactive,\n                    carcinogenic, mutagenic, reactive, or\n                    otherwise hazardous and has been identified\n                    as regulated by any Governmental Authority.\n\n          (B)  For purposes of this Section 5.1(t) the term\n               \"Environmental Requirements\" means all applicable\n               Laws, Permits and similar items of all\n               Governmental Authorities and all applicable\n               judicial, administrative, and regulatory\n               judgments, decrees, orders, writs or injunctions\n               relating to the protection of human health or the\n               environment, including, without limitation:\n\n               (1)  All requirements pertaining to reporting,\n                    licensing, permitting, investigation, and\n                    remediation of emissions, discharges,\n                    releases, or threatened releases of Hazardous\n                    Materials;\n\n               (2)  All requirements pertaining to the protection\n                    of the health and safety of employees or the\n                    public; and\n\n               (3)  All other limitations, restrictions,\n                    conditions, standards, prohibitions,\n                    obligations, schedules and timetables\n                    contained therein or in any notice or demand\n                    letter issued, entered, promulgated or\n                    approved thereunder.\n\n          (C)  For purposes of this Section 5.1(t), the term\n               \"Environmental Damages\" means any and all\n               Liabilities (as defined in Section 11.1) which are\n               incurred at any time as a result of the existence\n               or disposal prior to Closing of Hazardous Material\n               upon, about, from, beneath the Property or\n               migrating or threatening to migrate to or from the\n               Property, or the existence of a violation of\n               Environmental Requirements pertaining to the\n               Property, regardless of whether the existence of\n               such Hazardous Material or the violation of\n               Environmental Requirements arose prior to the\n               present ownership or operation of the Property,\n               and including without limitation:\n\n               (1)  Damages for personal injury, or injury to\n                    property or natural resources occurring upon\n                    or off of the Property, foreseeable or\n                    unforeseeable, including, without limitation,\n                    lost profits, consequential damages, the cost\n                    of demolition and rebuilding of any\n                    improvements on real property, interest and\n                    penalties;\n\n               (2)  Fees incurred for the services of attorneys,\n                    consultants, contractors, experts,\n                    laboratories and all other costs incurred in\n                    connection with the investigation or\n                    remediation of such Hazardous Materials or\n                    violation of Environmental Requirements\n                    including, but not limited to, the\n                    preparation of any feasibility studies or\n                    reports or the performance of any cleanup,\n                    remediation, removal, response, abatement,\n                    containment, closure, restoration or\n                    monitoring work required by any Governmental\n                    Authority, or reasonably necessary to make\n                    full economic use of the Property or any\n                    other property in a manner consistent with\n                    its intended use or otherwise expended in\n                    connection with such conditions, and\n                    including without limitation any attorneys'\n                    fees, costs and expenses incurred in\n                    enforcing this Agreement or collecting any\n                    sums due hereunder;\n\n               (3)  Liability to any third Person or Governmental\n                    Authority to indemnify such Person or agency\n                    for costs expended in connection with the\n                    items referenced in subparagraph (C)(2) of\n                    this Section 5.1(t); and\n\n               (4)  Diminution of the value of the Property, and\n                    damages for the loss of business and\n                    restriction on the use of or adverse impact\n                    on the marketing of rentable or usable space\n                    or of any amenity of the Property.\n\n          (u)  Changes in Circumstances.  Except as disclosed in\n     the Schedule entitled \"Changes in Circumstances\", since the\n     Balance Sheet Date no Company has (i) sold, transferred or\n     otherwise disposed of any properties or assets (including\n     the Assets) outside the ordinary and normal course of\n     business or to any Affiliate of any Company; (ii) mortgaged,\n     pledged or subjected to any Lien, any of the Assets;\n     (iii) acquired any property or assets (including the Assets)\n     outside the ordinary and normal course of business or from\n     any Affiliate of any Company; (iv) sustained any material\n     damage, loss or destruction of or to the Assets (whether or\n     not covered by insurance); (v) entered into any transaction\n     or otherwise conducted the Business other than in the\n     ordinary and normal course; (vi) except as disclosed on the\n     Schedule entitled \"Employee Benefits\", granted any salary\n     increase or bonus or permitted any advance to any officer,\n     director or employee, instituted or granted any general\n     salary increase to the employees of any Company or entered\n     into any new, or altered or amended any existing, Employee\n     Plan or any employment or consulting agreement; (vii) made\n     any borrowing, whether or not in the ordinary and normal\n     course of business, issued any commercial paper or\n     refinanced any existing borrowings (other than Retained\n     Liabilities representing amounts drawn on existing lines of\n     credit or similar extensions of credit disclosed on the\n     Schedule entitled \"Changes in Circumstances\"); (viii) paid\n     any obligation or liability (fixed or contingent), other\n     than in the ordinary and normal course of business,\n     discharged or satisfied any Lien, or settled any claim,\n     liability or suit pending or threatened; (ix) entered into\n     any licenses or leases other than in the ordinary and normal\n     course of business; (x) made any loans or gifts other than\n     in the ordinary and normal course of business;\n     (xi) modified, amended, canceled or terminated any contracts\n     or commitments under circumstances that have had or could\n     reasonably be expected to have, a Material Adverse Effect\n     upon the Companies, taken as a whole; (xii) declared or\n     paid, or become obligated to declare or pay, any dividend or\n     disbursed or become obligated to disburse cash except in the\n     ordinary and normal course; (xiii) made capital expenditures\n     or commitments other than in the ordinary course of business\n     consistent with past practice for additions to property,\n     plant or equipment; (xiv) written down the value of any\n     Inventory or written off as uncollectible any notes or\n     Accounts Receivable or any portion thereof; (xv) canceled\n     any other debts or claims or waived any rights of\n     substantial value; (xvi) made any material change in any\n     method of accounting or accounting practice; (xvii) paid,\n     accrued or incurred any management or similar fees to any\n     Related Party (as hereinafter defined) or made any other\n     payment or incurred any other liability to a Related Party\n     or paid any amounts to or in respect of, or sold or\n     transferred any assets to, any company or other entity, a\n     substantial portion of the equity ownership interest of\n     which is owned by any Company, any Seller or a Related Party\n     individually or as a group; (xviii) taken or omitted to take\n     any action which would cause to be breached, or might result\n     in a breach of, any of the representations, warranties,\n     covenants, obligations and agreements of any Seller\n     contained in Sections 5.1(e), (f), (g), (s) or (z) if the\n     same were made anew immediately after such act or omission;\n     or (xix) agreed to, or obligated itself to, do anything\n     identified in (i) through (xviii) above.  For purposes of\n     this Agreement, a \"Related Party\" is any trust, corporation,\n     partnership, limited liability company or other entity in\n     which any Seller or any of their Affiliates has a material\n     interest.\n\n          (v)  Taxes.  Except as set forth on Schedule 5.1(v)\n     attached hereto:\n\n               (i)  Each Company has prepared in good faith and\n                    duly filed or caused to be duly filed all Tax\n                    Returns (including without limitation in\n                    respect of estimated Taxes) required to be\n                    filed by it with the appropriate Governmental\n                    Authorities, or requests for extensions to\n                    file such Tax Returns have been timely filed\n                    and granted and have not expired.  All such\n                    Tax Returns were at the time of filing and\n                    are as of the date hereof true, correct and\n                    complete in all material respects.  All Taxes\n                    owed by each Company have been paid within\n                    the time and in the manner prescribed by law.\n\n               (ii) No claim has ever been made by a Taxing\n                    authority in a jurisdiction where any Company\n                    has never filed a Tax Return that any Company\n                    is or may be subject to taxation by that\n                    jurisdiction.  The attached Schedule 5.1(v)\n                    sets forth each state, local and foreign\n                    jurisdiction in which each Company (i) filed\n                    an income or franchise Tax Return, whether on\n                    a consolidated, combined or separate return\n                    basis, during the five year-period ended\n                    December 31, 1998, or (ii) collected or\n                    remitted any sales and\/or use Taxes during\n                    the five-year period ended December 31, 1998.\n\n               (iii)The Financial Statements reflect an adequate\n                    reserve in accordance with GAAP consistently\n                    applied for all Taxes payable by each Company\n                    for all Taxable periods and portions thereof\n                    accrued through the respective dates of such\n                    Financial Statements.  Any Taxes incurred or\n                    accrued by each Company since the Balance\n                    Sheet Date have arisen in the ordinary and\n                    usual course of business determined in the\n                    same manner as for the most recent taxable\n                    period ending on or before such date.  All\n                    deficiencies for any Taxes that have been\n                    assessed against each Company have been fully\n                    paid, or are fully reflected as a liability\n                    in such Financial Statements in accordance\n                    with GAAP, or are being contested and an\n                    adequate reserve therefor has been established \n                    and is fully reflected in such Financial Statements.\n\n               (iv) No Company is a party to any pending audit,\n                    examination, action or proceeding for the\n                    assessment or collection of any Taxes, nor,\n                    to Sellers' knowledge, is any such audit,\n                    examination, action or proceeding threatened.\n\n               (v)  There are no Liens for Taxes (other than for\n                    current Taxes not yet due and payable) on the\n                    assets of any Company.\n\n               (vi) No issue has been raised by the IRS or any\n                    other applicable taxing authority in any\n                    examination of the federal, state, local or\n                    foreign income Tax Returns of any Company\n                    which, by application of the same or similar\n                    principles, reasonably could be expected to\n                    result in a proposed deficiency for any other\n                    period not so examined.  No Company is\n                    subject to any agreements, waivers or other\n                    arrangements extending the statute of\n                    limitations for the assessment, collection or\n                    levy of any Taxes for any Taxable year or\n                    other period.  Copies of all income or\n                    informational income Tax Returns of each\n                    Company filed for each of the past three (3)\n                    Taxable years have heretofore been delivered\n                    to Buyer and all such Tax Returns are listed\n                    on the attached Schedule 5.1(v).\n\n               (vii)Copies of all Tax agreements (including,\n                    without limitation, agreements providing for\n                    the allocation or sharing of or\n                    indemnification with respect to Taxes) to\n                    which any Company is a party, including any\n                    novations, transfers or assignments thereof,\n                    have heretofore been delivered to Buyer, and\n                    all such agreements are listed on the\n                    attached Schedule 5.1(v).\n\n               (viii)[Intentionally omitted]\n\n               (ix) No Company has made any payments, is\n                    obligated to make any payments, or is a party\n                    to any agreement that could obligate it to\n                    make any payments, the deductibility of which\n                    would be disallowed (in whole or in part)\n                    under Section 280G of the Code.\n\n               (x)  [Intentionally omitted]\n\n               (xi) To Sellers' knowledge, there are no matters\n                    which give rise to a claim of any substantial\n                    understatement of federal income Taxes within\n                    the meaning of Section 6662 of the Code.\n\n               (xii)All Taxes that are required by law to be\n                    withheld or collected by each Company have\n                    been duly withheld or collected and, to the\n                    extent required, have been paid to the proper\n                    Governmental Authority or properly segregated\n                    or deposited as required by applicable law.\n\n               (xiii)No Company (A) has been a member of an\n                     affiliated group filing a consolidated\n                     federal income Tax Return, and (B) has\n                     any liability for the Taxes of any other\n                     person under Treas. Reg. Section 1.1502-6 \n                     (or any similar provision of state, local, or \n                     foreign law), as a transferee or successor, by\n                     Contract or otherwise.\n\n               (xiv)No Company has executed or entered into any\n                    closing agreement pursuant to Section 7121 of\n                    the Code, or any predecessor provision\n                    thereof, or any similar provision of state or\n                    local law.\n\n               (xv) No Company has taken any action in\n                    anticipation of the Closing not expressly\n                    required by this Agreement, or not in\n                    accordance with past practice, that would\n                    have the effect of deferring any liability\n                    for Taxes of any of the Companies to any\n                    Taxable period (or portion thereof) ending\n                    after the Closing Date.\n\n               (xvi)No Company is or will be required to include\n                    any amount in its gross income or exclude any\n                    amount of its deductions in any Taxable\n                    period ending after the Closing Date by\n                    reason of a change in accounting method in\n                    any Taxable period ending on or before\n                    the Closing Date.\n\n               (xvii)Except as may have been granted to the\n                     Companies' attorneys or accountants (which\n                     will be terminated at closing), no power\n                     of attorney has been granted by any Company\n                     with respect to any matter relating to Taxes\n                     which is currently in force.\n\n          For purposes of this Agreement, (i) the term \"Tax\"\n     (including, with correlative meaning, the terms \"Taxes\" and\n     \"Taxable\") means all federal, state, local, and foreign net\n     income, gross income, profits, franchise, gross receipts,\n     payroll, sales, employment, use, occupation, license, value\n     added, property, ad valorem, withholding, excise, user,\n     fuel, excess or windfall profits, alternative or add-on\n     minimum, custom duties, gains, transfer, documentary, stamp,\n     and other taxes, duties, fees, assessments or charges of any\n     nature whatsoever, together with all interest, penalties,\n     fines and additions to tax or additional amounts imposed\n     with respect thereto, and (ii) the term \"Tax Returns\" means\n     any return, report, statement, election, information return\n     or other document (including schedules or any related or\n     supporting information) filed or required to be filed with\n     any Governmental Authority in connection with the\n     determination, assessment or collection of any Tax or the\n     administration of any laws, regulations or administrative\n     requirements relating to any Tax.\n\n          (w)  Product Warranties.  Except for (i) written\n     product or service warranties made by the Companies on their\n     sales order forms, packages and product catalogues, true,\n     accurate and complete copies of which have been provided to\n     Buyer, (ii) product warranties of manufacturers of the\n     Products, and (iii) minor Product service or Product\n     replacement work made by a Company at its sole discretion in\n     the ordinary course of business in furtherance of\n     maintaining customer satisfaction and the goodwill of such\n     Company which are not material, individually or in the\n     aggregate, no Company makes express product or service\n     warranties or commitments in connection with the sale of\n     Products or the performance of services related thereto,\n     including installation of Products.  Except as otherwise\n     disclosed in the Schedule entitled \"Warranty Costs\", no\n     Company has received any notice of any claim that it is\n     under any warranty liability or obligation with respect to\n     the sale of Products or the performance of services related\n     thereto, including installation of Products other than\n     ordinary and normal warranty and service commitments\n     consistent with past practice which are neither\n     (a) material, individually or in the aggregate, or (b) of\n     the type described on the Schedule entitled \"Litigation\"\n     (such ordinary and normal commitments being referred to\n     herein as \"Ordinary Warranty Commitments\").\n\n          (x)  Insurance.  The Schedule entitled \"Insurance\"\n     contains a list of all insurance policies (specifying the\n     location, insured, insurer, amount of coverage, type of\n     insurance and policy number) maintained and in effect by\n     each Company.  All premiums with respect to such policies\n     covering all periods up to and including the date of Closing\n     which have come due have been paid, and no notice of\n     cancellation or termination has been received with respect\n     to any such policy.  Such policies (i) are, to Sellers'\n     knowledge, sufficient for compliance with all requirements\n     of law and of all agreements (including Lease Agreements) to\n     which any Company is a party; (ii) are, to Sellers'\n     knowledge, valid, outstanding and enforceable policies;\n     (iii) to Sellers' knowledge, provide adequate insurance\n     coverage for the assets and operations of the Companies; and\n     (iv) will not, to Sellers' knowledge, in any way be affected\n     by, or terminate or lapse by reason of, the transactions\n     contemplated by this Agreement.  The Schedule entitled\n     \"Insurance\" identifies all risks which the Companies or its\n     officers have designated as being self insured.  Except for\n     refusals or proposed coverage limitations occurring in the\n     normal course of renewing insurance coverages from time to\n     time, no Company has been refused any insurance with respect\n     to its assets or operations, nor has its coverage been\n     limited, by any insurance carrier to which it has applied\n     for any such insurance or with which it has carried\n     insurance during the last five years.\n\n          (y)  Approvals.  The Schedule entitled \"Assignments and\n     Consents\" attached hereto sets forth a list of all Consents,\n     which must be obtained or satisfied pursuant to the terms of\n     the related Contract, Lease Agreement or Permit.  All\n     Required Consents have been, or shall by the Closing have\n     been, obtained.\n\n          (z)  Absence of Certain Commercial Practices.  No\n     Company nor, to Sellers' knowledge, any officer, director,\n     employee or agent of any Company (or any Person acting on\n     behalf of any of the foregoing) has given or agreed to give\n     (i) any gift or similar benefit of more than nominal value\n     to any Customer, supplier, Governmental Authority (including\n     any governmental employee or official) or any other Person\n     who is or may be in a position to help, hinder or assist any\n     Company, the Business or the Person giving such gift or\n     benefit in connection with any actual or proposed\n     transaction relating to the Business, which gifts or similar\n     benefits would individually or in the aggregate subject any\n     Company or any officer, director, employee or agent of any\n     Company to any fine, penalty, cost or expense or to any\n     criminal sanctions, (ii) receipts from or payments to any\n     governmental officials or employees, (iii) commercial bribes\n     or kick-backs, (iv) political contributions, or (v) any\n     receipts or disbursements in connection with any unlawful\n     boycott.  No such gift or benefit is required in connection\n     with the operation of the Business to avoid any fine,\n     penalty, cost, expense or Material Adverse Effect upon the\n     Companies, taken as a whole.\n\n          (aa) Bank Accounts.  The Schedule entitled \"Bank\n     Accounts\" attached hereto sets forth the names and locations\n     of all banks, trust companies, savings and loan associations\n     and other financial institutions at which any Company\n     maintains any safe deposit boxes or accounts (specifying the\n     identifying numbers), and the names of all persons\n     authorized to draw thereon, make withdrawals therefrom or\n     have access thereto.\n\n          (ab) Books and Records.  The books and records of the\n     Companies maintained in connection with the Business\n     (including, without limitation, (i) books and records\n     relating to the purchase of materials and supplies,\n     manufacture or processing of products, sales of products,\n     dealings with customers, invoices, customer lists,\n     inventories, supplier lists, personnel records and taxes,\n     (ii) the stock books, stock ledgers and minute books of the\n     Companies, and (iii) computer software and data in computer\n     readable and human readable form used to maintain such books\n     and records together with the media on which such software\n     and data are stored and all documentation relating thereto)\n     accurately record all transactions relating to the Business\n     in all material respects, and have been maintained\n     consistent with good business practice.\n\n          (ac) Warranty Costs.  Set forth on the Schedule\n     entitled \"Warranty Costs\" is a description of all\n     litigation, actions, suits, investigations, claims and\n     proceedings asserted, brought or threatened against the\n     Companies within the last three (3) years preceding the date\n     of this Agreement, together with a description of the\n     outcome or present status thereof, relating to any claim for\n     warranty costs involving amounts in excess of $10,000,\n     individually or in the aggregate.  As used herein, \"warranty\n     costs\" means the costs and expenses of servicing, repairing,\n     returning and\/or replacing, or allowances for service,\n     repair, return or replacement, of defective or allegedly\n     defective or improperly selected or shipped Products or the\n     performance of services related thereto, including\n     installation of Products or parts or components thereof\n     manufactured, installed or sold by the Companies and the\n     costs of materials and expenses of replacing materials or\n     correcting any jobs or materials inadequately performed or\n     manufactured by the Companies, together with such legal\n     liability, if any, as may exist in connection with sales of\n     Products or the performance of services related thereto,\n     including installation of Products, whether such costs and\n     expenses relate to or arise out of claims or causes of\n     action which assert causes sounding in tort, contract or\n     warranty, or any combination of the foregoing.\n\n          (ad) Penalties and Renegotiation of Contracts.  Except\n     as otherwise specifically disclosed on the Schedule entitled\n     \"Contracts\", no Company has any liabilities or obligations\n     under any contracts providing for (i) penalties in the event\n     of misfeasance by it in the performance of its duties\n     thereunder, or (ii) the renegotiation or redetermination of\n     profits or prices, nor will any Company's costs which are\n     incurred or accruable prior to the Closing under contracts\n     or under subcontracts between the a Company and any other\n     Person, firm or corporation be subject to disallowance.\n\n          (ae) Pricing Practices.  The prices to be received or\n     paid by the Companies under all outstanding contracts,\n     agreements, commitments and undertakings with its customers\n     and suppliers and others in connection with the Business\n     have been determined in accordance with the Companies'\n     established past pricing policies, and there are no\n     outstanding contracts, agreements, commitments or\n     undertakings relating to the Business that individually or\n     in the aggregate are expected to result in any material loss\n     to any Company or the Business.\n\n          (af) Copies of Documents.  The Companies have delivered\n     to Buyer true, correct and complete copies of all contracts,\n     agreements and other documents listed in the Schedules to,\n     or referenced in, this Agreement, and all modifications and\n     amendments thereto.\n\n          (ag) [Intentionally omitted]\n\n          (ah) Insider Interests; Advances.  Except as set forth\n     in the Schedule entitled \"Insider Interests\", no\n     shareholder, officer, director or employee of any Seller or\n     any Company has any material interest in any property, real\n     or personal, tangible or intangible, including without\n     limitation, inventions, patents, trademarks or trade names,\n     used in or pertaining to the Business or Seller.  Except for\n     travel advances, and advances on accrued salary or bonuses\n     due or to become due in the ordinary and normal course of\n     business, which salary advances and bonuses are specifically\n     described in the Schedule entitled \"Employees\", there are no\n     receivables of any of the Companies owed by any director,\n     officer or employee of any of the Companies or owing by any\n     corporations, partnerships, firms or organizations in which\n     directors, officers or employees of any of the Companies\n     have any interest.\n\n          (ai) Year 2000 Compliance.  (i) As to Systems used in\n     operating the Business:\n\n          (A)  The Companies have conducted, and provided Buyer\n               with a description of, an inventory and assessment\n               of all of the Companies' software, computers,\n               network equipment, technical infrastructure,\n               production equipment and other equipment and\n               systems that are material to the operation of the\n               Business and that rely or utilize date or time\n               processing (collectively, \"Systems\");\n\n          (B)  To Sellers' knowledge, all of such Systems are\n               \"Year 2000 Compliant,\" as defined below;\n\n          (C)  Schedule 5.1(ii) attached hereto sets forth the\n               nature and scope of the Companies' Year 2000\n               compliance strategy and program; and\n   \n          (D)  The Companies have complied with all applicable\n               Laws relating to Year 2000 Compliance, except in\n               the case where failure to comply would not,\n               individually or in the aggregate, have a Material\n               Adverse Effect upon the Companies, taken as a\n               whole.\n               \n               (ii) \"Year 2000 Compliant\" means a System will at\n               all times:\n\n          (A)  Consistently and accurately handle and process\n               date and time information and data with values\n               before, during and after January 1, 2000,\n               including but not limited to accepting date input,\n               providing date output, and performing calculations\n               on or utilizing dates or portions of dates;\n\n          (B)  Function accurately and in accordance with its\n               specifications without interruption, abnormal\n               endings, degradation, change in operation or other\n               impact, or disruption of other systems, resulting\n               from processing data or time data with values,\n               before, during and after January 1, 2000;\n\n          (C)  Respond to and process two-digit date input in a\n               way that resolves any ambiguity as to century; and\n\n          (D)  Store and provide output of date information in\n               ways that are unambiguous as to century.\n\n          (aj) Disclosure.  No representation or warranty made by\n     any Company or Seller contained in this Agreement, on any\n     Schedules or in any other agreement or certificate executed\n     by any Company or a Seller pursuant to Article IV contains\n     an untrue statement of a material fact or omits to state a\n     material fact necessary to make the statements and facts\n     contained herein or therein, in light of the circumstances\n     in which they were or are made, not false or misleading.\n\n          5.2  [Intentionally omitted]\n\n          5.3  Representations and Warranties of HON.  HON (and\nas used in this Section 5.3, neither HON nor Buyer shall be\ndeemed to include any Company or Seller or Allied Fireside, Inc.,\na Wisconsin corporation (\"Allied\"), Madison, Minocqua or FPSI, or\nany of their respective  assets, operations, properties, rights\nor interests) represents and warrants to Sellers that:\n\n          (a)  Organization and Standing; Power and Authority.\n     HON is a corporation duly organized, validly existing and in\n     good standing under the laws of the State of Iowa, and has\n     full corporate power and authority to operate its business,\n     to own or lease its assets and to enter into and perform\n     this Agreement and the transactions and other agreements and\n     instruments contemplated by this Agreement.  HON is duly\n     qualified or licensed to do business as a foreign\n     corporation and is in good standing in each jurisdiction in\n     which the ownership or lease of its assets or the operation\n     of its business requires such qualification, except where\n     the failure to be so qualified or licensed would not have a\n     Material Adverse Effect on HON.  This Agreement and all\n     other Transaction Documents to be executed and delivered by\n     HON in connection herewith have been, or upon execution\n     thereof will be, duly executed and delivered by HON.  This\n     Agreement and the transactions and other agreements and\n     instruments contemplated hereby have been duly approved by\n     the Board of Directors of HON, in accordance with applicable\n     law, and constitute the valid and binding obligations of\n     HON, enforceable in accordance with their respective terms.\n\n          (b)  Conflicts; Defaults.  Neither the execution and\n     delivery of this Agreement and the other agreements and\n     instruments executed or to be executed in connection\n     herewith by HON, nor the performance by HON of the\n     transactions contemplated hereby or thereby, will\n     (i) violate, conflict with, or constitute a default under,\n     any of the terms of HON's charter or By-Laws, or any\n     provisions of, or result in the acceleration of any\n     obligation under, any material contract, license, security\n     agreement, mortgage, note, deed, lease, agreement or\n     instrument, or any order, judgment or decree by which HON or\n     any of its assets are bound, or (ii) violate any Law.\n\n          (c)  Brokers, Finders and Agents.  HON is not directly\n     or indirectly obligated to anyone acting as a broker, finder\n     or in any other similar capacity in connection with this\n     Agreement or the transactions contemplated hereby, except\n     Robert W. Baird & Co. Incorporated.\n\n          (d)  Consents.  Schedule 5.3(d) sets forth a list of\n     all consents, novations and waivers prescribed by Law or any\n     contract, agreement, commitment or undertaking and which\n     must be obtained or satisfied by HON in order for HON to\n     consummate the transactions contemplated by this Agreement\n     or the other agreements to be executed and delivered in\n     connection herewith.  All such consents prescribed by any\n     Law or any contract, agreement, commitment or undertaking,\n     and which must be obtained or satisfied by HON for the\n     consummation of the transactions contemplated by this\n     Agreement, or for the continued performance by it of its\n     rights and obligations thereunder, have been, or shall by\n     the Closing have been, made, obtained and satisfied.\n\n          5.4  Representations and Warranties Relating to Buyer.\nBuyer and HON (and as used in this Section 5.4, neither HON nor\nBuyer shall be deemed to include any Company or Seller or Allied,\nFPSI, Minocqua or Madison, or any of their respective  assets,\noperations, properties, rights  or interests) hereby jointly and\nseverally represent and warrant to Sellers that:\n\n          (a)  Organization and Standing; Power and Authority.\n     Buyer is a corporation duly organized, validly existing and\n     in good standing under the laws of the State of Iowa, and\n     has full corporate power and authority to operate its\n     business, to own or lease its assets and to enter into and\n     perform this Agreement and the transactions and other\n     agreements and instruments contemplated by this Agreement.\n     Buyer is duly qualified or licensed to do business as a\n     foreign corporation and is in good standing in each\n     jurisdiction in which the ownership or lease of its assets\n     or the operation of its business requires such\n     qualification, except where the failure to be so qualified\n     or licensed would not have a Material Adverse Effect on\n     Buyer.  This Agreement and all other Transaction Documents\n     to be executed and delivered by Buyer in connection herewith\n     have been, or upon execution thereof will be, duly executed\n     and delivered by Buyer.  This Agreement and the transactions\n     and other agreements and instruments contemplated hereby\n     have been duly approved by the Board of Directors of Buyer,\n     in accordance with applicable law, and constitute the valid\n     and binding obligations of Buyer, enforceable in accordance\n     with their respective terms.\n\n          (b)  Capitalization.  The authorized capital stock of\n     Buyer on the date hereof consists of 100,000 shares of\n     common stock, $1.00 par value per share, of which\n     5,000 shares are issued and outstanding.  The authorized\n     capital stock of Buyer at the time of Closing shall be as\n     set forth on Schedule 5.4(b)(i).  All of the issued and\n     outstanding shares of Buyer are owned by HON.  All issued\n     shares have been validly issued and are fully paid and\n     nonassessable.  There are no outstanding obligations,\n     options, warrants, preemptive rights or other agreements or\n     commitments (whether oral or written) to which Buyer is a\n     party, or by which Buyer is otherwise bound, providing for\n     the issuance of any additional shares of capital stock of\n     Buyer, the repurchase of shares of capital stock of Buyer or\n     otherwise relating to capital stock of Buyer other than as\n     set forth on Schedule 5.4(b)(ii) pursuant to the 7%\n     Convertible Debentures due October 1, 1999, as amended, and\n     the Securityholders' Agreement dated as of October 2, 1996,\n     as amended, among HON, Buyer, D&K Family Limited\n     Partnership, LLP and the other parties listed on the\n     signature page thereto.\n\n          (c)  Articles and By-Laws.  The copy of the Articles of\n     Incorporation of Buyer, certified by the Secretary of State\n     of the State of Iowa, and the By-Laws of Buyer, furnished to\n     Sellers are true, correct and complete.\n\n          (d)  Conflicts; Defaults.  Neither the execution and\n     delivery of this Agreement and the other agreements and\n     instruments executed or to be executed in connection\n     herewith by Buyer, nor the performance by Buyer of the\n     transactions contemplated hereby or thereby, will\n     (i) violate, conflict with, or constitute a default under,\n     any of the terms of Buyer's charter or By-Laws, or any\n     provisions of, or result in the acceleration of any\n     obligation under, any material contract, license, security\n     agreement, mortgage, note, deed, lease, agreement or\n     instrument, or any order, judgment or decree by which Buyer\n     or any of its assets are bound, or (ii) violate any Law.\n\n          (e)  Compliance with Other Instruments, etc.  Buyer is\n     not in violation of any terms of (i) its charter or By-laws,\n     (ii) any agreement or instrument related to indebtedness for\n     borrowed money or any other agreement to which it is a party\n     or by which it is bound, (iii) any applicable Law or (iv)\n     any applicable order, judgment or decree of any court,\n     arbitrator or Governmental Authority, the consequences of\n     which violation, whether individually or in the aggregate,\n     have or would be reasonably expected (so far as can be\n     foreseen at the time) to (x) have a Material Adverse Effect\n     on Buyer, or (y) have the effect of preventing or materially\n     delaying the performance by Buyer of its obligations under\n     this Agreement.\n\n          (f)  Financial Statements.  Buyer has heretofore\n     delivered to Sellers (i) the unaudited Balance Sheet of\n     Buyer as of November 27, 1999, (ii) the unaudited Balance\n     Sheets of Buyer as of December 31, 1998, December 31, 1997,\n     December 31, 1996 and the eleven (11) months ended\n     November 27, 1999, (iii) the unaudited Statements of Income\n     of Buyer for the fiscal years ended December 31, 1998,\n     December 31, 1997 and December 31, 1996, and for the\n     eleven (11) months ended November 27, 1999 and (iv) the\n     Statement of Cash Flows of Buyer for the eleven (11) months\n     ended November 27, 1999 (collectively, the \"Buyer Financial\n     Statements\").  Each of the Buyer Financial Statements was\n     prepared from the books and records kept by Buyer, and\n     fairly presents the financial position of Buyer as of such\n     dates, and the results of operations of Buyer for the\n     periods then ended in accordance with the internal\n     accounting practices and policies of Buyer consistently\n     applied, except that the Buyer Financial Statements do not\n     contain normal year-end adjustments required by GAAP and the\n     Buyer Financial Statements omit footnote disclosures\n     required by GAAP.\n\n          (g)  Litigation.  There are no actions, suits,\n     investigations or proceedings pending or, to the knowledge\n     of Buyer, threatened against Buyer in any court or before\n     any arbitrator of any kind or before or by any Governmental\n     Authority, except actions, suits, investigations or\n     proceedings which, in the aggregate, do not have and would\n     not be reasonably expected (so far as can be foreseen at the\n     time) to (a) have a Material Adverse Effect on Buyer or\n     (b) have the effect of preventing or materially delaying the\n     performance by Buyer of its obligations under this\n     Agreement.\n\n          (h)  Absence of Certain Changes or Events.  During the\n     period since November 27, 1999, the business of Buyer has\n     been conducted only in the ordinary course, consistent with\n     past practice, and Buyer has not entered into any material\n     transaction other than in the ordinary course, consistent\n     with past practice, and there has not been (i) any change\n     (other than changes affecting generally the fireplace,\n     hearth products and building products industries as a whole,\n     including but not limited to, changes in or affecting\n     interest rates, housing markets, applicable Laws or\n     comparable events) in the business, financial condition,\n     results of operations, properties, assets or liabilities of\n     Buyer that, individually or in the aggregate, has or would\n     reasonably be expected to have (so far as can be foreseen at\n     the time) a Material Adverse Effect on Buyer, (ii) any\n     damage, destruction or loss (whether or not covered by\n     insurance) with respect to any property or asset of Buyer\n     which, individually or in the aggregate, has or would\n     reasonably be expected (so far as can be foreseen at the\n     time) to have a Material Adverse Effect on Buyer, or (iii)\n     any declaration, setting aside or payment of any dividend or\n     distribution in respect of any capital stock of Buyer, other\n     than intercompany advances between HON and Buyer.\n\n          (i)  Brokers, Finders and Agents.  Buyer is not\n     directly or indirectly obligated to anyone acting as a\n     broker, finder or in any other similar capacity in\n     connection with this Agreement or the transactions\n     contemplated hereby, except Robert W. Baird & Co.\n     Incorporated.\n\n          (j)  Consents.  Schedule 5.3(d) sets forth a list of\n     all consents, novations and waivers prescribed by Law or any\n     contract, agreement, commitment or undertaking and which\n     must be obtained or satisfied by Buyer in order for Buyer to\n     consummate the transactions contemplated by this Agreement\n     or the other agreements to be executed and delivered in\n     connection herewith.  All such consents prescribed by any\n     Law or any contract, agreement, commitment or undertaking,\n     and which must be obtained or satisfied by Buyer for the\n     consummation of the transactions contemplated by this\n     Agreement, or for the continued performance by it of its\n     rights and obligations thereunder, have been, or shall by\n     the Closing have been, made, obtained and satisfied.\n\n          (k)  Ability to Pay Cash Amount.  On the Closing Date,\n     Buyer will have sufficient cash to pay the Cash Amount in\n     immediately available funds.\n\n          5.5  General.  The representations and warranties of\nthe parties hereto made in this Agreement, subject to the\nexceptions thereto, shall not be affected by any information\nfurnished to, or any investigation conducted by, any of them or\ntheir representatives in connection with the subject matter of\nthis Agreement.  The representations and warranties made in this\nAgreement or in any instrument delivered pursuant to this\nAgreement shall survive the Closing for the respective periods\nset forth in Section 11.5.\n                         \n               ARTICLE VI.  CONDITIONS TO CLOSING\n\n          6.1  Conditions to Buyer's Obligations.  The obligation\nof Buyer to consummate the transactions provided for by this\nAgreement is subject to the satisfaction, on or prior to the\nClosing Date, of each of the following conditions, any of which\nmay be waived by Buyer except for the conditions set forth in\nsubsection (d) (as to Consents of Governmental Authorities) of\nthis Section 6.1:\n\n          (a)  Representations and Warranties.  Each of the\n     representations and warranties of Sellers made in\n     Section 5.1 of this Agreement shall be true and correct in\n     all material respects both on the date hereof and as of the\n     Closing Date as though made at such time except (excluding\n     the representations and warranties set forth in\n     Section 5.1(h)) where the failure to be so true and correct\n     (without giving effect to any limitations as to\n     \"materiality,\" \"substantial,\" \"Material Adverse Effect,\" or\n     \"material adverse change\" set forth therein) (i) does not\n     have, and would not reasonably be expected to have, a\n     Material Adverse Effect on the Companies, taken as a whole,\n     or a material adverse impact on the ability of Sellers to\n     perform their obligations hereunder (other than as a result\n     of any matter set forth in the proviso to Section 6.1(c)),\n     and (ii) relates to a Retained Liability against which\n     Sellers have agreed to indemnify Buyers hereunder.\n\n          (b)  Covenants.  Sellers shall have performed and\n     complied with all covenants and agreements required to be\n     performed or complied with by each of them at or prior to\n     the Closing Date.\n\n          (c)  Material Adverse Change.  Since the date hereof,\n     there shall have occurred no material adverse change, or\n     condition or occurrence of any event which would reasonably\n     be expected to result in any such change, in the condition\n     (financial or otherwise), business, assets, properties or\n     operations of the Companies, taken as a whole, or the\n     Business; provided, however, that if and so long as Sellers\n     have performed their obligations under this Agreement, the\n     following shall not be deemed to be any such change:\n     (i) the inability of Buyer to reach an agreement with any of\n     the Companies' employees (other than the Key Employees)\n     regarding their employment by Buyer after the Closing or the\n     resignation of any of the Companies' employees (other than\n     the Key Employees) prior to the Closing, (ii) any actual or\n     projected decrease in dollar sales to any of its customers\n     or any change in the Companies' relations with any of their\n     suppliers, including without limitation, such changes\n     resulting from or related to the transactions contemplated\n     under this Agreement, or (iii) changes affecting generally\n     the fireplace, hearth products and building products\n     industries as a whole, including, but not limited to,\n     changes in or affecting interest rates, housing markets,\n     applicable laws or comparable events.\n\n          (d)  Consents.  All Consents of Governmental\n     Authorities and Required Consents of third parties described\n     in Sections 1.4, 5.1(y) and 9.6 and necessary to consummate\n     the transactions contemplated hereunder shall have been\n     obtained and satisfied and the applicable waiting period\n     under the H-S-R Act shall have expired or been terminated.\n\n          (e)  No Proceeding or Litigation.  No litigation,\n     action, suit, investigation, claim or proceeding challenging\n     the legality of, or seeking to restrain, prohibit or\n     materially modify, the transactions provided for in this\n     Agreement shall have been instituted and not settled or\n     otherwise terminated, except for any such litigation,\n     action, suit, claim or proceeding claiming breach of the\n     agreements described in paragraph III.7 of the Schedule\n     entitled \"Contracts\" or the paragraph entitled \"CFM\n     Majestic\" on the Schedule entitled \"Non-Assigned Contracts\"\n     as a result of the transactions contemplated hereby, other\n     than any action, litigation, suit, claim or proceeding\n     arising as a result of any other breach by any Seller of any\n     such agreements.\n\n          (f)  Legal Matters.  The form and substance of all\n     legal papers, instruments and documents delivered under\n     Section 4.2 (and not attached in form hereto) shall, in the\n     reasonable judgment of Buyer, be satisfactory to Buyer, and\n     if requested by Buyer, to Jones, Day, Reavis & Pogue,\n     Buyer's counsel, in its reasonable judgment.\n\n          (g)  Certificate of Seller.  At the Closing, Sellers\n     shall have delivered to Buyer a Certificate signed by each\n     Company's President, and attested to by its Secretary or an\n     Assistant Secretary, and dated the Closing Date, to the\n     effect that to the best of the knowledge and belief of such\n     officers the conditions specified in Sections 6.1(a), (b),\n     (c) and (d) have been fulfilled.\n\n          (h)  Certificate; Documents.  Sellers and the other\n     Persons shall have delivered the certificates, opinion of\n     counsel and other documents required by Sections 4.2, 4.5\n     and 4.6.\n\n          (i)  Tax Certificates.  Sellers shall have delivered to\n     Buyer such forms and certificates as may be necessary to\n     exclude or reduce payment of state sales taxes otherwise\n     incurred as a result of Buyer's acquisition of the Acquired\n     Assets.\n\n          (j)  Lender Consents.  HON shall have received duly\n     executed consents from the holders of its industrial revenue\n     bonds, in form and substance reasonably satisfactory to HON.\n\n          (k)  Other Closing.  The closing of the transactions\n     contemplated by the Purchase Agreement of even date herewith\n     among HON, Buyer, Ron F. Skoronski, Kirk R. Sorensen,\n     Madison, FPSI and Minocqua (the \"Allied Agreement\") shall\n     have been consummated.\n\n          6.2  Conditions to Sellers' Obligations.  The\nobligations of Sellers to consummate the transactions provided\nfor by this Agreement are subject to the satisfaction, on or\nprior to the Closing Date, of each of the following conditions,\nany of which may be waived by Sellers except for the conditions\nset forth in subsection (c) of this Section 6.2:\n\n          (a)  Representations and Warranties.  Each of the\n     representations and warranties of Buyer and HON made in\n     Sections 5.3 and 5.4 of this Agreement shall be true and\n     correct in all material respects both on the date hereof and\n     as of the Closing Date as though made at such time except\n     (excluding the representations and warranties set forth in\n     Section 5.4(f)) where the failure to be so true and correct\n     (without giving effect to any limitations as to\n     \"materiality,\" \"substantial,\" \"Material Adverse Effect,\" or\n     \"material adverse change\" set forth therein) does not have,\n     and would not reasonably be expected to have, individually\n     or in the aggregate, a Material Adverse Effect on HON and\n     Buyer, taken as a whole, or a material adverse impact on the\n     ability of HON and Buyer to perform their obligations\n     hereunder.\n\n          (b)  Covenants.  Buyer shall have performed and\n     complied with all covenants and agreements required to be\n     performed or complied with by it at or prior to the Closing\n     Date.\n\n          (c)  Material Adverse Change.  Since the date hereof,\n     there shall have occurred no material adverse change, or\n     condition or occurrence of any event which would reasonably\n     be expected to result in any such change, in the condition\n     (financial or otherwise), business, assets, properties or\n     operations of Buyer; provided, however, that changes\n     affecting generally the fireplace, hearth products and\n     building products industries as a whole, including, but not\n     limited to, changes in or affecting interest rates, housing\n     markets, applicable laws or comparable events shall not be\n     deemed to be any such change.\n\n          (d)  Consents.  All Consents of Governmental\n     Authorities, including those described in Sections 5.3(d),\n     5.4(j) and 9.6, necessary to consummate the transactions\n     contemplated hereunder shall have been obtained and the\n     applicable waiting period under the H-S-R Act shall have\n     expired or been terminated.\n\n          (e)  No Proceeding or Litigation.  No litigation,\n     action, suit, investigation, claim or proceeding challenging\n     the legality of, or seeking to restrain, prohibit or\n     materially modify, the transactions provided for in this\n     Agreement shall have been instituted and not settled or\n     otherwise terminated.\n\n          (f)  Legal Matters.  The form and substance of all\n     legal papers, instruments and documents delivered under\n     Section 4.4 (and not attached in form hereto) shall, in the\n     reasonable judgment of Sellers, be satisfactory to Sellers,\n     and if requested by Sellers, to Sellers' Counsel, in its\n     reasonable judgment.\n\n          (g)  Certificates of Buyer and HON.  At the Closing,\n     Buyer and HON shall have delivered to Sellers a Certificate\n     signed by the respective Presidents or Vice Presidents of\n     Buyer and HON, and attested to by the respective Secretaries\n     or Assistant Secretaries of Buyer and HON, and dated the\n     Closing Date, to the effect that to the best of the\n     knowledge of such officers the conditions specified in\n     Section 6.2(a), (b) and (c) have been fulfilled.\n\n          (h)  Certificates; Documents.  Buyer shall have\n     delivered the certificates and other documents required by\n     Sections 4.4 and 4.5.\n\n          (i)  LaSalle Loan.  The Sellers shall have received a\n     term sheet or executed commitment letter from LaSalle Bank\n     N.A. obligating it to loan certain Sellers or Affiliates of\n     Sellers approximately $7,000,000 on the Closing Date.\n\n          (j)  Other Closing.  The closing of the transactions\n     contemplated by the Allied Agreement shall have been\n     consummated.\n\n               ARTICLE VII.  COVENANTS OF SELLER\n\n          7.1  Conduct of Business.  During the period from the\ndate hereof through the Closing Date, Sellers shall conduct the\nBusiness and operate the Assets in the ordinary and normal course\nand consistent with past practice (including, without limitation,\nusing their best efforts to preserve beneficial relationships\nbetween the Companies and their distributors, agents, lessors,\nsuppliers and customers, as reasonably directed by Buyer) and\ncontinue normal maintenance, marketing, advertising,\ndistributional and promotional expenditures in connection with\nthe Business.  No Company shall engage in any transactions,\nincluding transactions relating to the purchase or sale of goods,\nraw materials, inventories or other operating or production\nitems, intracorporate or otherwise, with any of its Affiliates\nfrom the date hereof until the Closing other than\n(i) transactions approved by Buyer in writing, (ii) transactions\nin the ordinary and normal course consistent with past practice\npursuant to the leases disclosed on the Schedule entitled \"Real\nEstate and Leases\", or (iii) transactions on terms no more\nfavorable to the Companies or their Affiliates than would have\nbeen obtainable in arm's-length dealing.  Without limiting the\ngenerality of the foregoing and except as otherwise expressly\nprovided in this Agreement, during the period from the date\nhereof through the Closing Date, no Company shall:\n\n          (a)  Obligations for Borrowed Money.  (i) create, incur\n     or assume any debt (including obligations in respect of\n     capital leases) or any debt for money borrowed (whether\n     long- or short-term), other than trade payables incurred in\n     the ordinary course of business consistent with past\n     practice and amounts constituting Retained Liabilities drawn\n     on existing lines of credit or similar extensions of credit,\n     (ii) assume, guarantee, endorse or otherwise become liable\n     or responsible (whether directly, contingently or otherwise)\n     for the obligation of any other Person, or (iii) make any\n     loans, advances or capital contributions to any other Person\n     other than advances of expenses to employees in the ordinary\n     and normal course consistent with past practices;\n\n          (b)  Employee Matters.  (i) Increase in any manner the\n     rate of compensation of any of its officers or other\n     employees other than the increases for the persons and in\n     the amounts described on Schedule 7.1, (ii) make or agree to\n     make any payment pursuant to any Company Plan, including,\n     without limitation, any payment of any pension, retirement\n     allowance, severance or other employee benefit, except as\n     expressly required by any existing Company Plan disclosed on\n     the Schedules to this Agreement, to any such officers or\n     employees, whether past or present; (iii) enter into or\n     modify any collective bargaining agreement; or (iv) commit\n     itself to any additional Company Plan, or employment or\n     consulting agreement with a Person, or to amend any of such\n     Plans or agreements, except as required by Law;\n\n          (c)  Sale of Assets.  Sell, transfer, license or\n     otherwise dispose of or agree to sell, transfer, license or\n     otherwise dispose of any Assets, except Inventory in the\n     ordinary and normal course of business consistent with past\n     practice;\n\n          (d)  Commitments.  Enter into any other agreements,\n     commitments, contracts or undertakings, except agreements,\n     commitments, contracts or undertakings made in the ordinary\n     and normal course of business consistent with past practice\n     and the representations and warranties of Sellers contained\n     in this Agreement;\n\n          (e)  Leased Facilities.  Terminate, modify or amend the\n     Lease Agreements;\n\n          (f)  Encumbrances.  Encumber or grant or create a Lien\n     on any of the Assets other than Liens on after-acquired\n     assets arising as a result of security agreements disclosed\n     on the Schedule entitled \"Contracts\";\n\n          (g)  Insurance.  Cause any of the policies of insurance\n     referred to in Section 5.1(x) to terminate, lapse or be\n     canceled, unless equivalent replacement policies, without\n     lapse of coverage, shall be put in place;\n\n          (h)  Litigation.  Enter into any compromise or\n     settlement of any litigation, action, suit, claim,\n     proceeding or investigation, except settlements made in the\n     ordinary and normal course of business or by insurers,\n     involving amounts not in excess of $20,000;\n\n          (i)  Representations and Warranties.  Take any action\n     the taking of which, or omit to take any action the omission\n     of which, would cause any of the representations and\n     warranties contained in Sections 5.1(f), (g), (s), (u) or\n     (z) to fail to be true and correct as of the Closing as\n     though made at and as of the Closing; or\n\n          (j)  Commitments.  Agree or commit to do any of the\n     foregoing.\n\n          7.2  Disclosure Supplements.\n\n          (a)  From time to time prior to the Closing, Sellers\n     shall promptly supplement or amend the Schedules to this\n     Agreement with respect to any matter (i) which may arise\n     hereafter and which, if existing or occurring at or prior to\n     the date hereof, would have been required to be set forth or\n     described in the Schedules to this Agreement, or (ii) which\n     makes it necessary to correct any information in the\n     Schedules to this Agreement or in any representation and\n     warranty of any Seller which has been rendered inaccurate\n     thereby.  No supplement or amendment to the Schedules to\n     this Agreement or any delivery of Schedules after the date\n     hereof, unless expressly consented in writing by Buyer,\n     shall be deemed to cure any breach of any representation or\n     warranty made in this Agreement, or modify, affect or\n     diminish Buyer's right to terminate this Agreement pursuant\n     to Section 10.1(c).\n\n          (b)  During the period from the date hereof to the\n     Closing, Sellers shall promptly (i) furnish or make\n     available to Buyer copies of all operating reports and\n     monthly, quarterly and year-end financial statements of each\n     Company as soon as they become available, all certified by\n     such Company's chief financial officer that such financial\n     statements fairly present the financial position and results\n     of operations of such Company for the periods covered by\n     such statements and for year-end financial statements in\n     accordance with GAAP consistently applied, and (ii) notify\n     Buyer of (A) any material change in the condition (financial\n     or otherwise), business, assets, properties, operations or\n     prospects of any Company or the Business, and (B) the\n     institution or settlement of any litigation, action, suit,\n     investigation, claim or proceeding and of any material\n     developments therein.\n\n          7.3  Closing.  Sellers shall use their best efforts to\ncause the conditions set forth in Section 6.1 to be satisfied by\nthe Closing Date.\n\n          7.4  Confidentiality.  Sellers shall, and shall cause\ntheir Affiliates, officers, employees, representatives,\nconsultants and advisors to, hold in confidence and not use all\nconfidential information which remains after Closing in the\npossession of Sellers or such  Affiliates or other persons,\nincluding information concerning the Business and the Assets.\nSellers shall not release or disclose any such information to any\nPerson other than Buyer and its authorized representatives.\nNotwithstanding the foregoing, the confidentiality obligations of\nthis Section shall not apply to information:\n\n          (a)  which a Seller is compelled to disclose by\n     judicial or administrative process, or, in the opinion of\n     counsel, by other mandatory requirements of Law;\n\n          (b)  which can be shown to have been generally\n     available to the public other than as a result of a breach\n     of this Section; or\n\n          (c)  which can be shown to have been provided to a\n     Seller by a third party who obtained such information other\n     than from a Seller or any Company or other than as a result\n     of a breach of this Section.\n\n          7.5  Maintenance of Insurance.  Each Seller will\n(a) maintain all policies of insurance in effect on the date\nhereof through and until the Closing; and (b) after the Closing\nuse its best efforts to maintain any policies of insurance which\ncover liabilities associated with the operation of the Business\nprior to the Closing; provided, that after the Closing Sellers\nshall not be required to pay any additional premiums in respect\nof such policies or maintain in effect any insurance coverage.\n\n          7.6  Inventories.  Prior to the Closing, Sellers will\nmaintain levels of all Inventories, including materials and\nsupplies, at levels consistent with current practice in the\nordinary and normal course of business.\n\n          7.7  Maintenance of, and Access to, Records.  After the\nClosing Date, each Seller shall provide Buyer with access (with\nan opportunity to make copies), during normal business hours, and\nupon reasonable notice, to any records relating to the Business\nwhich are retained by it.  Each Seller shall preserve and\nmaintain any books and records relating to the Business and\nretained by such Seller for at least five years after the Closing\nDate.\n\n          7.8  Non-Competition.\n\n          (a)  Period and Conduct.  As further consideration for\n     the purchase and sale of the Acquired Assets and the\n     transactions contemplated by this Agreement, during the\n     period commencing on the Closing Date, and ending on the\n     date which is five years thereafter, no Seller shall:\n\n               (i)  compete with Buyer in the manufacture,\n          production, design, engineering, importation, purchase,\n          marketing, sale, distribution, installation, research\n          or development of any Products;\n\n               (ii) solicit, or accept orders or business of any\n          kind relating to the manufacture, production, design,\n          engineering, importation, purchase, marketing, sale,\n          distribution, installation, research or development of\n          any Products from any customer or active prospect of\n          Buyer, or any former customer of any Company;\n\n               (iii)solicit any employee of Buyer or former\n          employee of any Company to terminate his or her\n          employment with Buyer; or\n\n               (iv) use, or incorporate or otherwise create any\n          business organization utilizing any name which uses any\n          words contained in any Company's corporate name or name\n          under which any Company conducted business prior to the\n          Closing (\"Corporate Names\") or which are confusingly\n          similar to such words.\n\n          (b)  Territory.  Each Seller shall refrain from\n     engaging in the activities described in this Section 7.8\n     during the period specified in Section 7.8(a) hereof in any\n     of the United States of America, Puerto Rico, the Virgin\n     Islands, Canada and Mexico.\n\n          (c)  Definition.   Sellers shall be deemed to be\n     competing with Buyer if any of them or any of their\n     respective Affiliates is engaged or participates in any\n     activity or activities described in subsection (a) of this\n     Section 7.8, directly or indirectly, whether for its own\n     account or for that of any other Person, firm or\n     corporation, and whether as a shareholder, partner or\n     investor controlling any such entity or as principal, agent,\n     representative, proprietor, or partner, or in any other\n     capacity.\n\n          (d)  Remedies.  Inasmuch as a breach, or failure to\n     comply with, Section 7.8 of this Agreement will cause\n     serious and substantial damage to Buyer, if any Seller or\n     any of its respective Affiliates should in any way breach,\n     or fail to comply with, the terms of this Section 7.8, Buyer\n     shall be entitled to an injunction restraining such Seller\n     and such Affiliates from any such breach or failure.  All\n     remedies expressly provided for herein are cumulative of any\n     and all other remedies now existing at law or in equity.\n     Buyer shall, in addition to the remedies herein provided, be\n     entitled to avail itself of all such other remedies as may\n     now or hereafter exist at law or in equity for compensation,\n     and for the specific enforcement of the covenants contained\n     herein.  Resort to any remedy provided for hereunder or\n     provided for by law shall not preclude or bar the concurrent\n     or subsequent employment of any other appropriate remedy or\n     remedies, or preclude the recovery by Buyer or monetary\n     damages and compensation.\n\n          (e)  Subsidiaries, Divisions and Affiliates.  For the\n     purpose of this Section 7.8, \"Buyer\" shall include its\n     subsidiaries, divisions and Affiliates as they may exist\n     from time to time, HON and any Person deriving title to the\n     goodwill of the Business or the Assets from Buyer.\n\n          (f)  Severability.  Each subsection of this Section 7.8\n     constitutes a separate and distinct provision hereof.  In\n     the event that any provision of this Section 7.8 shall\n     finally be judicially determined to be invalid, ineffective\n     or unenforceable, such determination shall apply only in the\n     jurisdiction in which such adjudication is made and every\n     other provision of this Section 7.8 shall remain in full\n     force and effect.  The invalid, ineffective or unenforceable\n     provision shall, without further action by the parties, be\n     automatically amended to effect the original purpose and\n     intent of the invalid, ineffective or unenforceable\n     provision; provided, however, that such amendment shall\n     apply only with respect to the operation of such provision\n     in the particular jurisdiction in which such adjudication is\n     made.\n\n          7.9  Accounts Receivable.  In the event that any Seller\nor any of its Affiliates receives any payment relating to any\nAccount Receivable outstanding on or after the Closing Date, such\npayment shall be the property of, and shall be immediately\nforwarded and remitted to, Buyer.  Sellers or such Affiliates\nwill promptly endorse and deliver to Buyer any cash, checks or\nother documents received by any Seller on account of any such\nAccounts Receivable.  Sellers or such Affiliates shall advise\nBuyer (promptly following any Seller's becoming aware thereof) of\nany counterclaims or set-offs that may arise subsequent to the\nClosing Date with respect to any Account Receivable.\n          \n          7.10 Name Change Filings.  Each Asset Seller shall,\nwithin three (3) days following the Closing, deliver to Buyer\nevidence of filing with the Secretary of State of its State of\nincorporation of an amendment to such Sellers' Articles of\nIncorporation to change its name to a name which is not\ndeceptively similar to its Corporate Names.  Each Asset Seller\nshall, within thirty (30) days after the Closing, take such\nactions and file such documents as shall be necessary to\n(a) reflect such name changes in all States in which each Asset\nSeller is qualified to do business as a foreign corporation, and\nshall deliver to Buyer copies of such documents evidencing such\nname change filings, (b) discontinue the use of the trademarks\nand trade names associated with any products available through\nsuch Asset Seller, and (c) otherwise discontinue the use of such\ntrademarks and trade names in connection with Seller's business\noperations.\n\n          7.11 No Shopping.  From the date hereof through and\nuntil the earlier of termination of this Agreement pursuant to\nArticle X or Closing, no Seller nor any of its Affiliates,\nemployees, officers, agents or advisors shall, directly or\nindirectly, (a) solicit, initiate or encourage any inquiries,\nproposals or offers from any Person relating to any acquisition\n(or sublease as the case may be) of the Assets or the Business,\nor any assets or securities of, or any merger, consolidation or\nbusiness combination with, any Company, or (b) with respect to\nany effort or attempt by any other Person to do or seek any of\nthe foregoing, (i) participate in any discussions or\nnegotiations, (ii) furnish to any other Person any information\nwith respect to, or afford access to the properties, books or\nrecords of or relating to, any Company, the Assets or the\nBusiness, or (iii) otherwise cooperate in any way with, or assist\nor participate in, or facilitate or encourage any such effort.\nSellers shall promptly notify Buyer if any such proposal or offer\nor any inquiry or contact with any Person with respect thereto is\nmade.\n\n          7.12 Plant Closing Obligations.  If any Seller or any\nof its Affiliates takes any action which could be construed as a\n\"plant closing\" or \"mass layoff\", or which results in any\nemployee retained or employed suffering or deeming to have\nsuffered any \"employment loss\", as those terms are defined in\nWARN, Sellers and such Affiliates shall be solely responsible for\nproviding any notice required by WARN and for making payments, if\nany, which may be required under WARN for failure to provide\nappropriate notice; provided, however, that for purposes of this\nSection 7.12, employees of the Sellers immediately prior to the\nClosing shall be deemed to be employees of the Buyer as of the\nClosing Date.\n\n          7.13 Further Assurances; Customer and Supplier\nRelationships; Assertion of Claims.  Sellers shall use their best\nefforts to implement the provisions of this Agreement, and for\nsuch purpose Sellers, at the request of Buyer, at or after the\nClosing, shall, without further consideration, promptly execute\nand deliver, or cause to be executed and delivered, to Buyer such\ndeeds, assignments, bills of sale, Required Consents and other\ninstruments in addition to those required by this Agreement, in\nform and substance satisfactory to Buyer, and take all such other\nactions, as Buyer may reasonably deem necessary or desirable to\nimplement any provision of this Agreement or to more effectively\ntransfer, convey and assign to Buyer good and marketable title\nto, and to put Buyer in actual possession and operating control\nof, all of the Assets, free and clear of all Liens other than\nPermitted Liens, including, without limitation, such instruments\nand documents as may be necessary or advisable to vest in Buyer\nall of Sellers' benefits and interest in any Liens (including\nmechanics' liens) obtained by any Seller on or in any assets or\nproperties of Sellers' customers.\n\n          7.14 Appointment of Representative.  Each Seller hereby\ndesignates and appoints Philip T. Mercer (\"Mercer\") as the\nSellers' representative and attorney-in-fact (the\n\"Representative\") to act for and on behalf of the Sellers as\nprovided in this Agreement and to serve in accordance with the\nterms of this Agreement.  The Representative hereby accepts such\nappointment and agrees to be bound by the terms of this Agreement\nand to act in furtherance of the interests of the Sellers\nhereunder.  In the event that Mercer is unable to serve as\nRepresentative due to death or disability, or resigns (by\nproviding at least thirty (30) days' prior written notice to each\nparty to this Agreement), the Sellers shall select a successor\nRepresentative.  Mercer's rights and obligations under this\nAgreement as the Representative shall be separate and distinct\nfrom Mercer's other rights and obligations hereunder or as an\nofficer or director of any Company, and any reference to Mercer\nin his capacity as Representative shall not be deemed a reference\nto Mercer in any other capacity.\n\n          7.15 Payment of Indebtedness; Releases.  On or before\nthe Closing Date, each Seller will (a) pay, perform and discharge\nany and all liabilities or obligations for indebtedness of each\nCompany, whether fixed, contingent or otherwise (including,\nwithout limitation, notes payable to Affiliates of any Company),\nand (b) obtain copies of all executed releases, in form and\nsubstance reasonably satisfactory to Buyer, necessary to release\nof any and all Liens relating to such indebtedness, including,\nwithout limitation, the Liens described on the Schedule hereto\nentitled \"Liens\" (in each case other than Liens that are\nPermitted Liens).  The Sellers will cause the releases referenced\nin the foregoing clause (b) to be filed promptly, but no later\nthan two (2) business days, after payment of the related\nindebtedness and in any event promptly after the Closing Date.\n                         \n           ARTICLE VIII.  COVENANTS OF BUYER AND HON\n\n          8.1  Covenants of Buyer.\n\n          (a)  Maintenance of, and Access to, Records.  From and\n     after the Closing, Buyer shall, whenever reasonably\n     requested by the Representative, permit the Sellers to have\n     access to such business records turned over to Buyer\n     pursuant to this Agreement as may be reasonably requested by\n     such Seller in connection with any audit or investigation by\n     any Governmental Authority, or any matter relating to\n     insurance coverage or third party claims, in each such case\n     to the extent relating to the operation of the Business by\n     such Seller prior to the Closing.  Buyer shall preserve and\n     maintain the records relating to the Business which are part\n     of the Assets for at least five (5) years after the Closing\n     Date.\n\n          (b)  Closing.  Buyer shall use its best efforts to\n     cause the conditions set forth in Section 6.2 to be\n     satisfied by the Closing Date.\n\n          (c)  Disclosure Supplements.  From time to time prior\n     to the Closing, Buyer shall promptly supplement or amend its\n     Schedules to this Agreement with respect to any matter\n     (i) which may arise hereafter and which, if existing or\n     occurring at or prior to the date hereof, would have been\n     required to be set forth or described in Buyer's Schedules\n     to this Agreement, or (ii) which makes it necessary to\n     correct any information in Buyer's Schedules to this\n     Agreement or in any representation and warranty of HON or\n     Buyer which has been rendered inaccurate thereby.  No\n     supplement or amendment to the Schedules to this Agreement\n     or any delivery of Schedules after the date hereof, unless\n     expressly consented in writing by Sellers, shall be deemed\n     to cure any breach of any representation or warranty made in\n     this Agreement, or modify, affect or diminish Sellers' right\n     to terminate this Agreement pursuant to Section 10.1(d).\n\n          (d)  Copies.  During the period from the date hereof to\n     the Closing, Buyer shall promptly furnish or make available\n     to Seller copies of an income statement and balance sheet as\n     of each month-end after the date of this Agreement and prior\n     to Closing.\n\n          (e)  Insurance.  After the Closing Buyer will use its\n     best efforts to maintain any policies of insurance that\n     cover Buyer's assets and properties, including, without\n     limitation, Acquired Assets owned by Buyer, and the\n     liabilities associated with the operation of its business.\n\n          (f)  Supply of Products.  Buyer agrees to supply\n     Sellers, during the term of this Agreement and prior to\n     Closing, and upon request, with products manufactured or\n     sold by Buyer to the extent necessary to replace any\n     reduction in Sellers' supply of Products occurring after the\n     date of this Agreement, on terms and conditions similar to\n     those provided by Buyer to Sellers immediately prior to the\n     date of this Agreement, subject to sufficient availability\n     and capacity by Buyer.\n\n          (g)  Further Assurances.  Buyer, at the request of\n     Sellers and at or after the Closing, shall promptly execute\n     and deliver, or cause to be executed and delivered, such\n     other agreements, certificates, instruments and other\n     writings required by it by this Agreement to satisfy the\n     payment terms set forth in Section 3.1.\n          \n          8.2  Covenants of HON.\n\n          (a)  Closing.  HON shall use its best efforts to cause\n     the conditions set forth in Section 6.2 to be satisfied by\n     the Closing Date.\n\n          (b)  IRB Consents.  HON shall use its reasonable best\n     efforts to obtain the consents referred to in Section\n     6.1(j)(i).\n\n          (c)  Buyer Note.  HON shall cause the Buyer Note to be\n     purchased by a financial institution at the face value\n     thereof, or shall repurchase the Buyer Note at the face\n     value thereof within ninety (90) days of the Closing.\n\n\n           ARTICLE IX.  CERTAIN ADDITIONAL COVENANTS\n\n          9.1  Access to Records and Properties.  Prior to the\nClosing, (a) Buyer shall be entitled, and each Seller shall\npermit Buyer, to conduct such investigation of the condition\n(financial or otherwise), business, assets, properties or\noperations of the Companies and the Business as Buyer shall\nreasonably deem appropriate, and (b) each Seller shall\n(i) provide Buyer and its agents and representatives, including\nits independent accountants, internal auditors and attorneys,\nfull and complete access to all the facilities, offices and\nmanagement and supervisory personnel of the Companies, and to all\nof the books and records of the Companies (including work papers\nof any accountants), (ii) cause the Companies' officers,\nemployees and advisors to furnish Buyer with such financial and\noperating data (including the data described in Section 7.2(b))\nand other information with respect to the condition (financial or\notherwise), business, assets, properties or operations of the\nCompanies and the Business as Buyer shall reasonably request, and\n(iii) permit Buyer to make such inspections and copies thereof as\nBuyer may reasonably require, including without limitation, to\nconduct such environmental assessments and investigations of the\nProperty and surrounding property as Buyer or its advisors and\nconsultants may deem necessary or appropriate, and sampling and\nanalysis of environmental media to detect the presence or confirm\nthe absence of contamination, including any contamination which\nmay be present in groundwater and the sources of any such\ncontamination.  In addition, Buyer shall be provided with full\nand complete access to the customers and suppliers of the\nBusiness and the opportunity to make, in conjunction with\nSellers, cooperative calls on purchasers of Products.\n\n          9.2  Expenses; Transfer Taxes.  Each party hereto will\nbear the legal, accounting and other expenses incurred by such\nparty in connection with the negotiation, preparation and\nexecution of this Agreement, the Transaction Documents, and the\ntransactions contemplated hereby.  Buyer shall be responsible for\nall obligations to Robert W. Baird & Co. Incorporated.  Sellers\nshall be responsible for all obligations to Bowles, Hollowell,\nConner and First Union Capital Markets Corporation and counsel to\nthe Sellers, or any of them.  All sales, transfer, recordation\nand documentary Taxes and fees which may be payable in connection\nwith the sale of the Acquired Assets shall be borne by Buyer;\nprovided, however, that Sellers will fully cooperate with Buyer\nin preparing and filing all certificates and other documents the\nfiling of which will reduce the amount of Taxes and fees payable\nin connection with the sale of the Acquired Assets.\n\n          9.3  Bulk Transfer Laws.  Buyer hereby waives\ncompliance by Sellers with the laws of any jurisdiction relating\nto bulk transfers which may be applicable in connection with the\ntransfer of the Acquired Assets to Buyer.\n\n          9.4  Press Releases and Disclosure.  The parties agree\nthat neither Sellers, Buyer nor their respective Affiliates shall\nissue or cause publication of any press release or other\nannouncement or public communication with respect to this\nAgreement or the transactions contemplated hereby or otherwise\ndisclose this Agreement or the transactions contemplated hereby\nto any third party (other than attorneys, advisors and\naccountants to Sellers or Buyer) without the consent of the other\nparty hereto, which consent shall not be unreasonably withheld;\nprovided, that nothing herein shall prohibit any party from\nissuing or causing publication of any press release, announcement\nor public communication to the extent that such party deems such\naction to be required by Law or stock exchange regulations;\nprovided further that such party shall, whenever practicable\nconsult with the other party concerning the timing and content of\nsuch press release, announcement or communication before the same\nis issued or published.\n\n          9.5  Cooperation in the Defense of Claims.  In the\nevent that a claim is asserted against Buyer, any of its direct\nor indirect subsidiaries or Affiliates, with respect to events or\nconditions occurring or existing in connection with, or arising\nout of, the operation of the Business prior to the Closing, or\nthe ownership, possession, use or sale of the Assets prior to the\nClosing, Sellers shall cooperate with Buyer in the defense of any\nsuch claim.\n\n          9.6   Regulatory Approvals.  Sellers will, and will\ncause its appropriate Affiliates to, and Buyer will, use, in each\ncase, its best efforts to obtain any authorizations, consents,\norders and approvals of any Governmental Authority necessary for\nthe performance of its respective obligations pursuant to this\nAgreement and any of the other transaction documents, and the\nconsummation of the transactions contemplated hereby and thereby,\nand will cooperate fully with each other in all reasonable\nrespects in promptly seeking to obtain such authorizations,\nconsents, orders and approvals.  Neither Sellers nor Buyer will\ntake any action that will have the effect of delaying, impairing\nor impeding the receipt of any required regulatory approvals.\nWithout limiting the generality of the foregoing, Sellers and\nBuyer will promptly file or cause to be filed with the FTC and\nthe DOJ, Notification and Report Forms and documentary materials\nthat substantially comply with the provisions of the H-S-R Act\nand the rules thereunder.  Buyer shall pay all fees associated\nwith the filing of any such Notification and Report Forms or\nrelated materials and information (other than the fees and\nexpenses of Buyer's legal, financial or other professionals\nengaged to provide services in respect of such filing).  Buyer\nand Sellers will promptly file any additional information\nrequested as soon as practicable after receipt of a request for\nadditional information.  Buyer and Sellers will use reasonable\nefforts to obtain early termination of the applicable waiting\nperiod under the H-S-R Act.  The parties hereto will coordinate\nand cooperate with one another in exchanging such information and\nproviding such reasonable assistance as may be requested in\nconnection with such filing.  Sellers will supply Buyer with\ncopies of all correspondence, filings or communications (or\nmemoranda setting forth the substance thereof) between Sellers or\nits representatives, on the one hand, and the FTC, the DOJ or any\nother Governmental Authority or members of their respective\nstaffs, on the other hand, with respect to this Agreement or the\ntransactions contemplated hereby.\n\n          9.7  Employee Matters.  (a) Buyer shall offer\nemployment as of the Closing Date to such currently active\nemployees employed in the Business by the Asset Sellers as of the\nClosing Date as Buyer may determine (each a \"Transferred\nEmployee\").\n\n          (b)  Immediately following the Closing Date, Buyer\n     shall provide to each Transferred Employee employee benefits\n     (including hospitalization, medical, prescription drug,\n     dental, disability, 401(k), pre-tax premium payment,\n     vacation, life and accidental death and dismemberment,\n     incentive, bonus, fringe benefits and other similar benefits\n     but excluding any plan or program (or feature thereof) which\n     provides any opportunity to, directly or indirectly, acquire\n     or invest in the equity of any Asset Seller) which are, in\n     the aggregate, substantially similar to the employee\n     benefits provided as of the date hereof to such Transferred\n     Employee, but only to the extent such Transferred Employee\n     is eligible for such benefits as of such date.  Each\n     Transferred Employee shall be credited for eligibility,\n     benefit accrual and vesting purposes with their periods of\n     service with the Asset Sellers counted under a Company Plan\n     prior to the Closing Date under any similar employee benefit\n     plan, program or arrangement established, maintained,\n     continued or made available by Buyer after the Closing Date\n     in which such Transferred Employees are eligible to\n     participate (excluding for this purpose accruals under any\n     retirement plan for the period prior to Closing).\n\n          (c)  Effective as of the Closing Date, Buyer shall\n     assume the sponsorship of the AFC Flexible Benefits Program\n     (the \"Assumed Plan\"), and, prior to Closing, AFC shall take\n     all action necessary to amend such plan to reflect the\n     change in sponsorship, to exclude participation by any\n     employees who are not Transferred Employees (except for\n     deferred vested participants) and make other conforming\n     changes and to transfer to Buyer the assets attributable to\n     the Assumed Plan.  Effective as of the later of the Closing\n     Date or such date as AFC supplies Buyer with evidence\n     reasonably acceptable to Buyer that the Internal Revenue\n     Service has concluded its audit of the American Fireplace\n     Company Tax-Sheltered Thrift Plan and Trust (\"AFC Plan\") for\n     all years under audit as of the date hereof without\n     disqualifying the AFC Plan and without requiring any\n     correction, sanction or adjustment with respect to such AFC\n     Plan, Buyer shall assume the sponsorship of the AFC Plan,\n     and, prior to such transfer of  sponsorship, AFC shall take\n     all action necessary to amend the AFC Plan to reflect the\n     change in sponsorship and make other conforming changes and\n     to transfer to Buyer the assets attributable to such AFC\n     Plan.\n\n          (d)  The Asset Sellers shall be responsible for all\n     claims for welfare benefits which are incurred prior to the\n     Closing Date by any Transferred Employee (or the eligible\n     spouse or dependent of such Transferred Employee) that are\n     payable under the terms and conditions of any Company Plan,\n     except to the extent accrued for as a liability on\n     Schedule 2.1(b).  The Asset Sellers shall cease to provide\n     any group health plan to any employees as of the Closing\n     Date, and therefore shall have no obligation to provide\n     medical continuation coverage to such employees.  Pursuant\n     to the provisions of this Section 9.7, Buyer shall be\n     considered a successor employer within the meaning of\n     Prop. Treas. Reg. Section 54.4980B-9 and therefore shall be\n     responsible for providing medical continuation coverage\n     pursuant to COBRA to former employees of the Asset Sellers\n     (and their eligible spouses and dependents) who terminate\n     employment at or prior to the Closing Date.  Buyer shall\n     recognize copayments and deductibles paid by each\n     Transferred Employee (or eligible spouse or dependent of\n     such Transferred Employee) under the Plans prior to the\n     Closing Date for the applicable period and shall not exclude\n     any Transferred Employee (or eligible spouse or dependent of\n     such Transferred Employee) from medical coverage based on\n     any preexisting condition.\n\n          (e)  Nothing herein expressed or implied shall confer\n     upon any Transferred Employee (or any spouse or dependent of\n     such Transferred Employee) or legal representative thereof\n     any rights or remedies, including without limitation any\n     right to employment for any specified period, of any nature\n     or kind whatsoever under or by reason of this Agreement.\n\n          (f)  Sellers shall be responsible for the claims for\n     workers compensation benefits which are incurred prior to\n     the Closing Date.\n\n          (g)  To the extent assumed under Section 2.1(b), Buyer\n     shall assume liability for normal and ordinary vacation\n     accruals attributable to each Transferred Employee as a\n     result of such Transferred Employee's service with an Asset\n     Seller.\n\n          (h)  In no event shall Buyer be liable for any\n     severance payments that may be payable to any employee of\n     the Business as a result of the transactions set forth in\n     this Agreement.  The Asset Sellers shall use their best\n     efforts to assign to Buyer as of the Closing Date the\n     employment agreements currently in effect with their respect\n     to the employees and to obtain from each employee covered by\n     any such employment agreement in a form acceptable to Buyer\n     (a) an acknowledgment that the transactions contemplated by\n     this Agreement will not result in a termination of\n     employment for purposes of such employment agreement, and\n     (b) a waiver and release of any claim for payment or\n     benefits under such employment agreement based on the\n     transactions contemplated by this Agreement.\n\n          (i)  On the Closing Date, each of the Asset Sellers\n     shall transfer the personnel files of the employees of the\n     Business, or copies thereof, to Buyer.\n\n          (j)  Sellers shall pay all annual incentive bonuses\n     payable for 1999 and any prior years under any incentive\n     arrangements.\n\n          9.8  [Intentionally omitted]\n\n          9.9  Product Warranty Work.  After the Closing Date,\nBuyer shall perform, without recourse to Sellers, the Companies'\nobligations under Ordinary Warranty Commitments.  With respect to\nwarranty claims other than Ordinary Warranty Commitments, Buyer\nmay seek indemnification from Sellers for such Liability, as\nprovided in Article XI.\n\n                         ARTICLE X.  TERMINATION\n\n          10.1 Termination.  This Agreement and the transactions\ncontemplated hereby may be terminated at any time prior to the\nClosing:\n\n          (a)  Mutual Consent.  By the Representative and Buyer;\n\n          (b)  Termination Date.  By Sellers, by the\n     Representative or by Buyer, if the Closing shall not have\n     occurred on or before March 31, 2000 (the \"Termination\n     Date\"); provided, however, that (i) if the HSR Approvals\n     shall not have been obtained by March 31, 2000, the\n     Termination Date shall be extended to May 31, 2000 and (ii)\n     the right to terminate this Agreement pursuant to this\n     Section 10.1(b) shall not be available to any party whose\n     failure to fulfill any obligation under this Agreement has\n     been the cause of, or resulted in, the failure of the\n     Closing to occur on or before the Termination Date;\n\n          (c)  Sellers Misrepresentation or Breach.  By Buyer, if\n     there has been a breach by any Seller of any of its\n     representations, warranties, covenants, obligations or\n     agreements set forth in this Agreement or in any writing\n     delivered pursuant hereto by any Seller, which breach\n     (A) would give rise to a failure of a condition set forth in\n     Section 6.1, and (B) is incapable of being cured by Sellers\n     or is not cured within ten (10) business days of written\n     notice thereof;\n\n          (d)  Buyer Misrepresentation or Breach.  By Sellers or\n     by the Representative, if there has been a breach by Buyer\n     of any of its representations, warranties, covenants,\n     obligations or agreements set forth in this Agreement or in\n     any writing delivered pursuant hereto by Buyer, which breach\n     (A) would give rise to a failure of a condition set forth in\n     Section 6.2. and (B) is incapable of being cured by Buyer\n     and is not cured within the (10) business days of written\n     notice thereof;\n\n          (e)  Court Order.  By Sellers, by the Representative or\n     by Buyer, if consummation of the transactions contemplated\n     hereby shall violate any non-appealable final order, decree\n     or judgment of any court or Governmental Authority having\n     competent jurisdiction;\n\n          (f)  Material Adverse Change.  By Buyer, if since the\n     date of this Agreement there has been a material adverse\n     change, or the occurrence of a condition or event which\n     would reasonably be expected to result in a material adverse\n     change, in the condition (financial or otherwise), business,\n     assets, properties, or operations of the Companies, taken as\n     a whole (other than as a result of any matter set forth in\n     the proviso to Section 6.1(c));\n\n          (g)  Buyer's Conditions.  By Buyer, if any condition\n     precedent to Buyer's obligation to effect the Closing as set\n     forth in Section 6.1 is not satisfied, or shall have become\n     incapable of fulfillment, and such condition is not waived,\n     if waivable, by Buyer on or prior to the Termination Date;\n     and\n\n          (h)  Sellers' Conditions.  By Sellers or by the\n     Representative, if any condition precedent to Sellers'\n     obligation to effect the Closing as set forth in Section 6.2\n     is not satisfied, or shall have become incapable of\n     fulfillment, and such condition is not waived, if waivable,\n     by Sellers or by the Representative on or prior to the\n     Termination Date.\n\n          10.2 Effect of Termination.  If this Agreement is\nterminated pursuant to Section 10.1, written notice thereof shall\nforthwith be given to the other parties and this Agreement shall\nthereafter become void and have no further force and effect and\nall further obligations of Sellers, HON and Buyer under this\nAgreement shall terminate without further liability of Sellers,\nHON or Buyer, except that (a) each party will return all\ndocuments, workpapers and other material of any other party\nrelating to the transactions contemplated hereby, whether so\nobtained before or after the execution hereof, to the party\nfurnishing the same, and all confidential information received by\nany party hereto with respect to the business of any other party\nshall be treated in accordance with Section 7.4 and the\nConfidentiality Agreements (as hereinafter defined); (b) the\nobligations of Sellers and Buyer under Section 9.2 shall survive\nsuch termination; and (c) such termination shall not constitute a\nwaiver by any party of any claim it may have for damages caused\nby reason of, or relieve any party from liability for, any breach\nof this Agreement prior to termination under Section 10.1.\n\n                    ARTICLE XI.  INDEMNIFICATION\n\n          11.1 Indemnification by Buyer.  From and after the\nClosing, Buyer and HON, jointly and severally, shall indemnify,\ndefend and hold Sellers, its Affiliates, and their respective\ndirectors, officers, representatives, employees and agents\nharmless from and against any and all claims, actions, suits,\ndemands, assessments, judgments, losses, liabilities, damages,\ncosts and expenses (including, without limitation, interest,\npenalties, attorneys' fees to the extent permitted by law, and\naccounting fees and investigation costs) (collectively,\n\"Liabilities\") that may be incurred by any Seller or other such\npersons resulting or arising from or related to, or incurred in\nconnection with:  (a) the failure of Buyer to assume, pay,\nperform and discharge the Assumed Liabilities, (b) the failure of\nBuyer to report the purchase of the Acquired Assets in accordance\nwith the allocations required by Section 3.6, and (c) any breach\nof any representation, warranty, covenant, obligation or\nagreement of Buyer contained herein or in any other Transaction\nDocument.\n\n          11.2 Indemnification by Sellers.\n\n          (I)  General.  From and after the Closing, Sellers\nshall jointly and severally indemnify, defend and hold Buyer, its\nAffiliates, and their respective directors, officers,\nrepresentatives, employees and agents harmless from and against\nany and all Liabilities that may be incurred by Buyer or other\nsuch persons resulting or arising from, related to or incurred in\nconnection with:  (a) the failure of Sellers to assume, pay,\nperform and discharge the Retained Liabilities, (b) the failure\nof Sellers to report the sale of the Acquired Assets in\naccordance with the allocations required by Section 3.6, (c) any\nbreach of any representation, warranty, covenant, obligation or\nagreement of Sellers contained herein or in any other Transaction\nDocument, (d) any failure to comply with the laws of any\njurisdiction relating to bulk transfers which may be applicable\nin connection with the transfer of the Acquired Assets to Buyer,\n(e) the litigation, actions, suits, investigations, claims,\nCompany Plan audits and proceedings described, or required to be\ndescribed, in the Schedules to this Agreement, (f) any failure to\nobtain any Required Consent, and (g) the failure by AFC to obtain\nall air quality permits required by Law for its facility\ndescribed on the Schedule entitled \"Environmental Matters\".\n\n          (II) Environmental Indemnification.  Sellers jointly\nand severally agree to indemnify, defend, reimburse and hold\nharmless:\n\n          (A)  Buyer, its Affiliates and their respective\n               directors, officers, representatives, employees\n               and agents; and\n\n          (B)  any other Person who acquires a portion of the\n               Property in any manner, including but not limited\n               to, through purchase, at a foreclosure sale or\n               otherwise through the exercise of the rights and\n               remedies of Buyer under this Agreement; and\n\n          (C)  the contractors, subcontractors, experts,\n               licensees, lessees, mortgagees, trustees, heirs,\n               devisees, successors, assigns and invitees of any\n               Persons referred to in subsections (A) or (B) of\n               this Section 11.2(II);\n\nfrom and against any and all Environmental Damages (as\nhereinafter defined) arising from the presence, use, generation,\nstorage, treatment, discharge, release or disposal (including off-\nsite disposal) of Hazardous Materials upon, about, from or\nbeneath the Property or migrating to or from the Property, or\narising in any manner whatsoever out of the violation of any\nEnvironmental Requirements pertaining to the Property and the\nactivities thereon, in each case to the extent that such\nEnvironmental Damages or violation of any Environmental\nRequirements are attributable to, or the result of, any act or\nomission by any Company prior to the Closing Date.  This\nobligation to indemnify shall include, but not be limited to, the\nexpense of defending all claims, suits and administrative\nproceedings (with counsel reasonably approved by the indemnified\nparties), even if such claims, suits or proceedings are\ngroundless, false or fraudulent, and paying and discharging, when\nand as the same become due, any and all judgments, penalties or\nother sums due against such indemnified Persons; provided,\nhowever, that Buyer will be entitled to control any clean-up or\nremediation, and any related proceeding, and, except as provided\nin the following sentence, any other proceeding with respect to\nwhich indemnity may be sought under this Section.  The procedures\ndescribed in Section 11.3 shall apply to any claim solely for\nmonetary damages relating to a matter covered by this Section.\n\n          11.3 Notice of Claim; Right to Participate in and\nDefend Third Party Claim.\n\n          (a)   If any indemnified party receives notice of the\n     assertion of any claim, the commencement of any suit, action\n     or proceeding, or the imposition of any penalty or\n     assessment by a third party in respect of which indemnity\n     may be sought hereunder (a \"Third Party Claim\"), and the\n     indemnified party intends to seek indemnity hereunder, then\n     the indemnified party shall promptly provide the\n     indemnifying party with prompt written notice of the Third\n     Party Claim, but in any event not later than thirty (30)\n     calendar days after receipt of such notice of Third Party\n     Claim.  The failure by an indemnified party to notify an\n     indemnifying party of a Third Party Claim shall not relieve\n     the indemnifying party of any indemnification responsibility\n     under this Article XI, unless such failure materially\n     prejudices the ability of the indemnifying party to defend\n     such Third Party Claim.\n     \n          (b)  The indemnifying party shall have the right to\n     control the defense or settlement of such Third Party Claim\n     with counsel of its choosing provided the indemnifying party\n     shall have acknowledged in writing its obligations to\n     indemnify the indemnified party with respect to such Third\n     Party Claim; provided, however, that the indemnifying party\n     shall not settle or compromise any Third Party Claim without\n     the indemnified party's prior written consent, unless the\n     terms of such settlement or compromise release the\n     indemnified party from any and all liability with respect to\n     the Third Party Claim.  The indemnified party shall be\n     entitled (at the indemnified party's expense) to participate\n     in the defense of any Third Party Claim with its own\n     counsel.\n\n          (c)  Any indemnifiable claim hereunder that is not a\n     Third Party Claim shall be asserted by the indemnified party\n     by promptly delivering notice thereof to the indemnifying\n     party.\n\n          11.4 Setoff.  (a) In addition to any and all other\nremedies hereunder or at law or in equity, Buyer shall be\nentitled to recover any indemnification payment or other amounts\ndue from any Seller or Affiliate of a Seller hereunder, under an\nEmployment and Non-Competition Agreement or a Non-Competition\nAgreement, or by a guarantor under a Shareholder Guaranty and (i)\nwhich have not been duly and punctually paid, or (ii) with\nrespect to which any such Seller or Affiliate shall not have\nacknowledged its indemnification obligations under Article XI, by\nretaining and setting off the amounts (whether or not such\namounts are liquidated or reduced to judgment) against any\namounts due from Buyer to any Seller, Affiliate of a Seller or\nguarantor under any such agreement or the Convertible Debentures\nor any securities into which Convertible Debentures have been\nconverted; provided, however, that any setoff associated with a\nbreach or amounts due under any Employment and Non-Competition\nAgreement or any Non-Competition Agreement shall be set off\nsolely against the Seller or Affiliate of Seller committing such\nbreach.  Pending final judgment by a court of competent\njurisdiction (which shall, for purposes of this Agreement, be\ndeemed to include any decision of any mediator to which the\nparties thereto have consented, and any arbitration decision\nrendered, pursuant to Section 11.8) that Buyer is entitled to any\nsuch payments or other amounts, the setoff amounts shall be\ndeposited into an interest bearing escrow account with a\nfinancial institution designated by Buyer (the \"Escrow Agent\").\n\n          (b)  (i) If such judgment holds that Buyer in whole or\n     in part wrongfully setoff, and that Buyer had reasonable\n     grounds for its assertion that such Seller, Affiliate or\n     guarantor was in breach of, or had otherwise failed to\n     comply with, the agreement under which setoff was claimed\n     and the amount setoff, Buyer shall pay the Person entitled\n     to such wrongfully setoff funds such wrongfully setoff funds\n     plus an amount equal to (x) 10% interest computed thereon\n     less (y) interest earned on the escrowed funds from the date\n     of the earlier of escrow deposit or setoff to the date of\n     payment and such person shall be entitled to such escrow\n     interest.  (ii) If such judgment holds that Buyer in whole\n     or in part wrongfully setoff, and that Buyer did not have\n     reasonable grounds for its assertion that such Seller,\n     Affiliate or guarantor was in breach of, or had otherwise\n     failed to comply with, the agreement under which setoff was\n     claimed and the amount setoff, Buyer shall pay the Person\n     entitled to such wrongfully setoff funds an amount equal to\n     (x) such wrongfully setoff funds plus (y) interest actually\n     earned thereon as reflected in account statements from the\n     Escrow Agent, plus (z) an additional 15% interest computed\n     on the wrongfully setoff funds from the date of the earlier\n     of escrow deposit or setoff to the date of payment.\n\n          (c)  If such judgment holds that Buyer in whole or in\n     part was entitled to setoff, the Person otherwise entitled\n     to any such setoff amount shall pay Buyer an amount equal to\n     (x) 10% interest computed on the amount of such judgment\n     less (y) interest earned on any escrowed amounts from the\n     date of setoff to the date of such judgment, and Buyer shall\n     be entitled to such escrow interest.\n\n          (d)  Buyer's rights to set off amounts immediately\n     prior to the expiration of the period set forth in Section\n     11.5(e) with respect to any claim referred to in such\n     Section which is a Third Party Claim shall be conditioned\n     upon HTI or any Affiliate of HTI having received written\n     notice of such Claim, including, without limitation, any\n     such written notice from an insurance company asserting any\n     such Claim.\n\n          11.5 Time Limitations on Claims for Indemnification.\nThe right of Buyer to indemnification pursuant to\nSections 11.2(I)(a) and 11.2(I)(c), and the right of Sellers to\nindemnification for breach of representations and warranties\npursuant to Section 11.1(c) or pursuant to the Securityholders'\nAgreement, shall apply only to those claims for indemnification\nwhich are given pursuant to this Agreement on or before the\nrespective dates set forth below:\n\n          (a)  Any claim for indemnification relating to any\n     breach of the representations and warranties set forth in\n     Section 5.1(v) shall be made on or before the second\n     anniversary of the Closing Date;\n\n          (b)  No time limit shall apply to any right to\n     indemnification with respect to any breach of any\n     representation or warranty contained in Sections 5.1(a),\n     (b), (d) or (e), Section 5.3(a) or (b), or Section 5.4(a),\n     (b) or (c);\n\n          (c)  Any claim for indemnification relating to any\n     breach of the representations and warranties set forth in\n     Section 5.1(t) shall be made on or before the second\n     anniversary of the Closing Date;\n\n          (d)  Any claim for indemnification with respect to any\n     breach of any representation or warranty set forth in any\n     subsection of Section 5.1, Section 5.3 or Section 5.4 not\n     referred to in subsections (a), (b) or (c) of this Section\n     11.5 shall be made on or before the day that is 455 days\n     after the Closing Date; and\n\n          (e)  Any claim for indemnification made pursuant to\n     Section 11.2(I)(a) or (g) shall be made on or before the\n     third anniversary of the Closing Date.\n\n          11.6 Maximum and DeMinimis Amounts.\n\n          (a)  The maximum amount of indemnification which can be\n     required of Sellers in the aggregate under Section\n     11.2(I)(c) for any breach of any representation or warranty\n     set forth in Section 5.1 (or any portion thereof), Section\n     11.2(II) and Section 11.2(I)(a) shall not exceed\n     $10,000,000.\n\n          (b)  Sellers shall not be required to indemnify, defend\n     or hold Buyer harmless from and against any Liabilities\n     under Section 11.2(I)(c) with respect to any breach of any\n     representation or warranty (without giving effect to any\n     limitations as to \"materiality,\" \"substantial,\" \"Material\n     Adverse Effect,\" or \"material adverse change\" set forth\n     therein) (other than a breach of any representation and\n     warranty described in Sections 5.1(d) or (l)), unless and\n     until the amount of such Liabilities equals $375,000 in the\n     aggregate (the \"Threshold Amount\") in which event Sellers\n     shall be obligated to indemnify Buyer, and Buyer may assert\n     its right to indemnification hereunder to the full extent of\n     all Liabilities relating to such breach, including\n     Liabilities that are less than the Threshold Amount.\n\n          11.7 Exclusions.  No limitation set forth in\n     Sections 11.5 or 11.6 shall apply with respect to any\n     representations and warranties made by any Seller which any\n     Seller knew were untrue or false.\n\n          11.8 Dispute Resolution.  (a) In the event that any\nparty to this Agreement or the Securityholders' Agreement has any\nclaim, right or cause of action against any other party to this\nAgreement or the Securityholders' Agreement, which the parties\nshall be unable to settle by agreement between themselves, such\nclaim, right or cause of action, to the extent that the relief\nsought by such party is for monetary damages or awards, shall be\nsubmitted to non-binding mediation, pursuant to clause (b) below,\nand if not successfully mediated, determined by arbitration in\naccordance with the provisions of this Section 11.8.\n\n          (b)  The party or parties requesting mediation shall\n     serve upon the other or others a demand therefor, in\n     writing, specifying the matter to be submitted to mediation.\n     Within ten (10) business days after receipt of such written\n     demand, the parties shall agree in writing to the\n     appointment of a mutually acceptable mediator, who shall fix\n     a time and place of the mediation which shall be as soon as\n     conveniently possible (but in no event later than ten (10)\n     business days after the appointment of the mediator), at\n     which time and place the parties to the controversy shall\n     appear and be heard with respect to the right, claim or\n     cause of action.  If the parties do not agree upon a\n     mediator within the time specified, the matter shall proceed\n     to arbitration under the procedures set forth in this\n     Section 11.8.  At mediation, each party shall present such\n     testimony, examinations and investigations in accordance\n     with such procedures and regulations as may be determined by\n     the mediator and shall also recommend to the mediator a\n     monetary award to be adopted by the mediator.  After hearing\n     the parties in regard to the matter in dispute, the mediator\n     shall adopt as his or her determination with respect to such\n     claim, right or cause of action, within ten (10) business\n     days of the completion of the examination, by decision\n     signed in writing (together with a brief written statement\n     of the reasons for adopting such recommendation), one of the\n     recommendations submitted by the parties to the dispute and\n     shall grant no other relief or remedy.  The decision of said\n     mediator shall be non-binding and may be appealed by any\n     party to arbitration under the arbitration procedures set\n     forth in this Section 11.8  The expense and cost of\n     mediation, including fees and expenses of counsel to the\n     parties, shall be borne by the party or parties whose\n     recommendation was not adopted by the mediator.\n\n          (c)  The party or parties requesting arbitration shall\n     serve upon the other or others a demand therefor, in\n     writing, specifying the matter to be submitted to\n     arbitration, and nominating a competent disinterested person\n     to act as an arbitrator.  Within ten (10) business days\n     after receipt of such written demand and nomination, the\n     other party or parties shall, in writing, nominate a\n     competent disinterested person, and the two (2) arbitrators\n     so designated shall, within ten (10) business days\n     thereafter, select a third arbitrator.  The three (3)\n     arbitrators shall give immediate written notice of such\n     selection to the parties and shall fix in said notice a time\n     and place of the meeting of the arbitrators which shall be\n     as soon as conveniently possible (but in no event later than\n     ten (10) business days after the appointment of the third\n     arbitrator), at which time and place the parties to the\n     controversy shall appear and be heard with respect to the\n     right, claim or cause of action.\n\n          (d)  In case the notified party or parties shall fail\n     to make a selection upon notice within the time period\n     specified in Section 11.8(c), the party asserting such claim\n     shall appoint an arbitrator on behalf of the notified party.\n     In the event that the first two (2) arbitrators selected\n     shall fail to agree upon a third arbitrator within ten (10)\n     business days after their selection, then such arbitrator\n     may, upon application made by either of the parties to the\n     controversy, be appointed by any judge of any United States\n     court of record having jurisdiction in the State of\n     Maryland.\n\n          (e)  At arbitration, each party shall present such\n     testimony, examinations and investigations in accordance\n     with such procedures and regulations as may be determined by\n     the arbitrators and shall also recommend to the arbitrators\n     a monetary award to be adopted by the arbitrators as the\n     complete disposition of such claim, right or cause of\n     action.  After hearing the parties in regard to the matter\n     in dispute, the arbitrators shall adopt as their\n     determination with respect to such claim, right or cause of\n     action, within ten (10) business days of the completion of\n     the examination, by majority decision signed in writing\n     (together with a brief written statement of the reasons for\n     adopting such recommendation), one of the recommendations\n     submitted by the parties to the dispute and shall grant no\n     other relief or remedy.  The decision of said arbitrators,\n     absent fraud, duress or manifest error, shall be final and\n     binding upon the parties to such controversy and may be\n     enforced in any court of competent jurisdiction.\n\n          (f)  The expense and cost of arbitration, including\n     fees and expenses of counsel to the parties, shall be borne\n     by the party or parties whose recommendation was not adopted\n     by the arbitrator.\n\n          (g)  Notwithstanding any other provisions of this\n     Section 11.8, in the event that a party against whom any\n     claim, right or cause of action is asserted commences, or\n     has commenced against it, bankruptcy, insolvency or similar\n     proceedings, the party or parties asserting such claim,\n     right or cause of action shall have no obligations under\n     this Section 11.8 and may assert such claim, right or cause\n     of action in the manner and forum it deems appropriate,\n     subject to applicable laws.  No determination or decision by\n     the mediator or arbitrators pursuant to this Section 11.8\n     shall limit or restrict the ability of any party hereto to\n     obtain or seek in any appropriate forum, any relief or\n     remedy that is not a monetary award or money damages.\n\n          (h)  Any reference to any judicial decision or\n     determination by any court contained herein, in the\n     Securityholders' Agreement, in the Debentures or in any\n     other agreement executed pursuant hereto, shall include any\n     decision of a mediator by which the parties have agreed to\n     be bound, and any decision of arbitrators reached pursuant\n     to this Section 11.8.\n                         \n                  ARTICLE XII.  MISCELLANEOUS\n\n          12.1 Amendments.  This Agreement may be amended only by\na writing executed by Buyer and the Representative, acting on\nbehalf of Sellers.\n\n          12.2 Entire Agreement.  This Agreement, the\nConfidentiality Agreement dated September 14, 1999 between\nBowles, Hollowell, Conner (on behalf of Sellers) and HON (the\n\"Seller Confidentiality Agreement\"), the letter agreement\nregarding confidentiality dated November 19, 1999 among HON,\nAllied, AFC, Madison, Minocqua and Bowles, Hollowell, Conner\n(together with the Seller Confidentiality Agreement, the\n\"Confidentiality Agreements\") and the other agreements expressly\nprovided for herein and the Schedules hereto, set forth the\nentire understanding of the parties hereto with respect to the\nsubject matter hereof, and supersede all prior contracts,\nagreements, arrangements, communications, discussions,\nrepresentations and warranties, whether oral or written, between\nthe parties.\n\n          12.3 Governing Law.  This Agreement shall in all\nrespects be governed by and construed in accordance with the laws\nof the State of  Maryland, without regard to its conflicts of law\ndoctrine.  Each Seller hereby agrees to submit to the personal\njurisdiction of the state or federal courts located in the State\nof Maryland, and hereby appoint the Representative, as its agent\nfor purpose of service of process in any such state or federal\ncourt.  Notwithstanding the foregoing, any party may initiate and\nprosecute any legal proceeding or seek enforcement of any\njudgment in any proper court having jurisdiction in the United\nStates or elsewhere.\n\n          12.4 Notices.  Any notice, request or other\ncommunication required or permitted hereunder shall be in writing\nand shall be deemed to have been duly given (a) when received if\npersonally delivered, (b) within five (5) days after being sent\nby registered or certified mail, return receipt requested,\npostage prepaid, (c) within twelve (12) hours after being sent by\ntelecopy, with confirmed answerback, or (d) within one (1)\nbusiness day of being sent by priority delivery by established\novernight courier, to the parties at their respective addresses\nset forth below.\n\n       To Sellers:       Philip T. Mercer\n                         11208 Ridermark Row\n                         Columbia, MD 21044\n\n       With a copy to:   McGuire, Woods, Battle & Boothe LLP\n                         7 St. Paul Street, Suite 1000\n                         Baltimore, MD 21202\n                         Fax No.:  (410) 659-4599\n                         Attention:  James P. O'Hare\n\n       To Buyer or HON:  Hearth Technologies Inc.\n                         c\/o HON INDUSTRIES Inc.\n                         414 East Third Street\n                         Muscatine, IA 52761\n                         Attention:  Chief Financial Officer\n\n       With a copy to:   HON INDUSTRIES Inc.\n                         414 East Third Street\n                         Muscatine, IA 52761\n                         Attention:  General Counsel\n\n                  and:   Jones, Day, Reavis & Pogue\n                         77 West Wacker, 35th Floor\n                         Chicago, Illinois 60601-1692\n                         Fax No.:  (312) 782-8585\n                         Attention:  Elizabeth C. Kitslaar\n\nAny party by written notice to the others given in accordance\nwith this Section 12.4 may change the address or the Persons to\nwhom notices or copies thereof shall be directed.\n\n       12.5 Counterparts.  This Agreement may be executed in any\nnumber of counterparts, each of which shall be deemed to be an\noriginal, and all of which together will constitute one and the\nsame instrument.\n\n       12.6 Assignment.  This Agreement shall be binding upon and\ninure to the benefit of the successors and assigns of each party\nhereto, but no rights, obligations or liabilities hereunder shall\nbe assignable by (a) any Seller without the prior written consent\nof Buyer, or (b) Buyer without the consent of the Representative.\n\n       12.7 Waivers.  Except as otherwise provided herein, Buyer\nor Sellers may waive in writing compliance by the other parties\nhereto (to the extent such compliance is for the benefit of the\nparty giving such waiver) with any of the terms, covenants or\nconditions contained in this Agreement or in any of the other\nTransaction Documents (except such as may be imposed by law).\nAny waiver by any party of any violation of, breach of, or\ndefault under, any provision of this Agreement or any of the\nother Transaction Documents, by any other party shall not be\nconstrued as, or constitute, a continuing waiver of such\nprovision, or waiver of any other violation of, breach of or\ndefault under any other provision of this Agreement or any of the\nother Transaction Documents.\n\n       12.8 Third Parties.  Nothing expressed or implied in this\nAgreement is intended, or shall be construed, to confer upon or\ngive any Person or entity other than Buyer, Sellers and the\nRepresentative any rights or remedies under or by reason of this\nAgreement.\n\n       12.9 Schedules.  The Schedules attached to this Agreement\nare incorporated herein and shall be part of this Agreement for\nall purposes.\n\n       12.10 Headings.  The headings in this Agreement are solely\nfor convenience of reference and shall not be given any effect in\nthe construction or interpretation of this Agreement.\n  \n       12.11  Certain Definitions.\n       \n       (a)  For purposes of this Agreement, the term \"Affiliate\"\n  shall mean any Person that directly, or indirectly through one\n  or more Persons, controls, is controlled by, or is under common\n  control with, the Person specified or, directly or indirectly,\n  is related to or otherwise associated with any such Person or\n  entity.\n\n       (b)  For purposes of this Agreement and of any other\n  Transaction Document, the phrases, \"to the best knowledge\",\n  \"knowledge\", \"Sellers' knowledge\" or \"Seller's knowledge\" shall\n  be deemed to include all information that is actually known\n  after due inquiry or, in the exercise of reasonable diligence\n  in light of the scope of such person's authority and\n  responsibilities with any Company or Seller, should be known,\n  by any of the following individuals: Mercer,\n  Richard A. Grove, Jr., David E. Scott, James Setree or\n  Cheri Taylor.\n\n       12.12     Remedies Not Exclusive.  Except with respect to\nmatters for which a remedy is provided by Article XI, no remedy\nconferred by any of the specific provisions of this Agreement is\nintended to be exclusive of any other remedy and each remedy\nshall be cumulative and shall be in addition to every other\nremedy given hereunder or hereafter existing at law or in equity\nor by statute or otherwise.  No remedy shall be deemed to be a\nlimitation on the amount or measure of damages resulting from any\nbreach of this Agreement.  The election of any one or more\nremedies shall not constitute a waiver of the right to pursue\nother available remedies.\n\n       12.13     Gender and Number.   The masculine, feminine or\nneuter gender and the singular or plural number shall each be\ndeemed to include the others whenever the context so indicates.\n\n       12.14     Attorney's Fees.  In the event of any dispute\namong the parties hereto arising out of or related to this\nAgreement involving mediation, arbitration and\/or litigation, the\nparties agree, except as may be otherwise agreed by the parties\nor ordered by any mediator, arbitrator or court of competent\njurisdiction, that the party or parties against whom a final\ndetermination is made will reimburse the other party or parties\nfor all fees, costs and expenses of counsel incurred by such\nparty or parties with respect to such mediation, arbitration\nand\/or litigation.\n\n       IN WITNESS WHEREOF, the parties have caused their duly\nauthorized representatives to execute this Agreement as of the\ndate first above written.\n\n                            \n                            AMERICAN FIREPLACE COMPANY\n                            \n                            By   \/s\/ P.T. Mercer\n                              Philip T. Mercer, President\n                            \n                            \n                            HEARTH & HOME, INC.\n                            \n                            By   \/s\/ James E. Setree\n                              James E. Setree, President\n                            \n                            \n                            PHILIP T. MERCER\n                            \n                            By   \/s\/ P.T. Mercer\n                              Philip T. Mercer, as\n                                Representative\n                            \n                            \n                            HEARTH TECHNOLOGIES INC.\n                            \n                            By   \/s\/ Daniel C. Shimek\n                              Daniel C. Shimek, President\n                            \n                            \n                            HON INDUSTRIES INC.\n                            \n                            By   \/s\/  David C. Stuebe\n                              David C. Stuebe\n                              Vice President and Chief\n                              Financial Officer\n\n\nEX-2\n3\nEXHIBIT 2.1(II)\n\n                                                  EXHIBIT 2.1(ii)\n\n\n\n\n\n                       PURCHASE AGREEMENT\n\n\n\n                          By and Among\n                                \n               RON F. SKORONSKI, KIRK R. SORENSEN,\n       MADISON FIRE PLACE, INC., FIREPLACE & SPA, INC. and\n           THE MINOCQUA FIREPLACE COMPANY, as SELLERS,\n\n            HEARTH TECHNOLOGIES INC., as BUYER, and\n\n                      HON INDUSTRIES INC.\n\n\n\n     \n\n                  Dated as of January 28, 2000\n\n\n\n\n                       TABLE OF CONTENTS\n\n                                                          \n                                                          Page\n                                                          \nARTICLE I.     PURCHASE AND SALE                               2\n           1.1 Purchase and Sale of Assets                     2\n               (a) [Intentionally omitted]                     2\n               (b) Prepaids                                    2\n               (c) Inventory                                   2\n               (d) Accounts Receivable                         2\n               (e) Fixed Assets                                2\n               (f) [Intentionally omitted]                     2\n               (g) Leased Property                             2\n               (h) Intellectual Property Rights                2\n               (i) Business Records                            3\n               (j) Rights Under Confidentiality                 \n                   Agreements and Warranties                   3\n               (k) Customer List                               3\n               (l) Catalogs and Advertising Materials          3\n               (m) Purchase Orders                             3\n               (n) Contracts                                   3\n               (o) Permits                                     4\n               (p) [Intentionally omitted]                     4\n               (q) Goodwill                                    4\n               (r) Miscellaneous                               4\n           1.2 Retained Assets                                 4\n               (a) Designated Assets                           4\n               (b) Non-Assigned Contracts                      4\n               (c) Employee Plan Assets                        4\n               (d) Corporate Records                           5\n               (e) [Intentionally omitted]                     5\n               (f) Insurance                                   5\n           1.3 Purchase and Sale of Shares                     5\n           1.4 Assignability and Consents                      5\n               (a) Required Consents                           5\n               (b) Nonassignable Items                         6\nARTICLE II.    LIABILITIES                                     6\n           2.1 Assumption of Liabilities                       6\n               (a) [Intentionally omitted]                     6\n               (b) Accrued Liabilities                         6\n               (c) Contracts                                   6\n               (d) Warranty Commitments                        7\n           2.2 Retained Liabilities                            7\n               (a) Pre-Closing                                 7\n               (b) Liabilities Relating to the Sale of          \n                   Acquired Assets                             7\n               (c) Employee-Related Liabilities                7\n               (d) Litigation                                  8\n               (e) Product, Environmental and Safety            \n                   Liability                                   8\n               (f) Taxes                                       8\n               (g) [Intentionally omitted]                     8\n               (h) Liabilities Relating to Retained            9\n                   Assets\n               (i) Post-Closing Date                           9\n               (j) Shutdown Costs                              9\n               (k) Acquisition Payments                        9\nARTICLE III.   PURCHASE PRICE                                  9\n           3.1 Payment                                         9\n           3.2 [Intentionally omitted]                        10\n           3.3 [Intentionally omitted]                        10\n           3.4 Intercompany Obligations                       10\n           3.5 Satisfaction of Indebtedness                   10\n           3.6 Purchase Price Allocation                      10\nARTICLE IV.    CLOSING                                        11\n           4.1 General                                        11\n           4.2 Documents to be Delivered by Asset Seller      11\n           4.3 Documents to be Delivered by Allied              \n               Shareholders                                   13       \n           4.4 Documents to be Delivered by Buyer             14\n           4.5 Documents to be Delivered by Buyer and           \n               Sellers                                        15\n           4.6 Other Documents to be Delivered                15\nARTICLE V.     REPRESENTATIONS AND WARRANTIES                 16\n           5.1 Joint and Several Representations and            \n               Warranties of Sellers                          16\n               (a) Organization and Standing; Power and         \n                   Authority                                  16\n               (b) Articles and By-Laws                       16\n               (c) Conflicts; Defaults                        17\n               (d) Acquired Assets; Title to the                \n                   Acquired Assets; Allied Shares             18\n               (e) Real Property                              19\n               (f) Leases                                     19\n               (g) Contracts                                  20\n               (h) Financial Statements                       21\n               (i) Liabilities                                23\n               (j) Accounts Receivable; Collection;             \n                   Trade Payables                             23\n               (k) Inventories                                24\n               (l) Litigation                                 24\n               (m) Customers and Suppliers                    24\n               (n) Regulatory Compliance                      25\n               (o) Brokers, Finders and Agents                25\n               (p) Intellectual Property                      25\n               (q) Permits                                    26\n               (r) Employee Relations; Collective               \n                   Bargaining Agreements                      26\n               (s) Employees and Employee Plans               27\n               (t) Environmental and Safety Compliance        29\n                   (i) General                                29\n                   (ii) Specific Environmental                  \n                        Representations and Warranties        30\n                   (iii) Definitions                          31\n               (u) Changes in Circumstances                   32\n               (v) Taxes                                      33\n               (w) Product Warranties                         36\n               (x) Insurance                                  36\n               (y) Approvals                                  37\n               (z) Absence of Certain Commercial                \n                   Practices                                  37\n               (aa) Bank Accounts                             37\n               (bb) Books and Records                         37\n               (cc) Warranty Costs                            38\n               (dd) Penalties and Renegotiation of              \n                    Contracts                                 38\n               (ee) Pricing Practices                         38\n               (ff) Copies of Documents                       38\n               (gg) [Intentionally omitted]                   38\n               (hh) Insider Interests; Advances               38\n               (ii) Year 2000 Compliance                      39\n               (jj) Disclosure                                39\n           5.2 Representations and Warranties of the            \n               Allied Shareholders                            40\n               (a) Shareholders; Title to Shares              40\n               (b) Capacity of Shareholders; Consents;          \n                   Execution of Agreement; Good Title to        \n                   Buyer                                      40\n               (c) Other Businesses                           40\n           5.3 Representations and Warranties of HON          40\n               (a) Organization and Standing; Power and         \n                   Authority                                  40\n               (b) Conflicts; Defaults                        41\n               (c) Brokers, Finders and Agents                41\n               (d) Consents                                   41\n           5.4 Representations and Warranties Relating          \n               to Buyer                                       41\n               (a) Organization and Standing; Power and         \n                   Authority                                  41\n               (b) Capitalization                             42\n               (c) Articles and By-Laws                       42\n               (d) Conflicts; Defaults                        42\n               (e) Compliance with Other Instruments,           \n                   etc.                                       42\n               (f) Financial Statements                       43\n               (g) Litigation                                 43\n               (h) Absence of Certain Changes or Events       43\n               (i) Brokers, Finders and Agents                43\n               (j) Consents                                   43\n               (k) Ability to Pay Cash Amount                 44\n           5.5 General                                        44\nARTICLE VI.    CONDITIONS TO CLOSING                          44\n           6.1 Conditions to Buyer's Obligations              44\n               (a) Representations and Warranties             44\n               (b) Covenants                                  44\n               (c) Material Adverse Change                    44\n               (d) Consents                                   45\n               (e) No Proceeding or Litigation                45\n               (f) Legal Matters                              45\n               (g) Certificate of Seller                      45\n               (h) Certificate; Documents                     45\n               (i) Tax Certificates                           45\n               (j) Lender Consents                            46\n               (k) Other Closing                              46\n           6.2 Conditions to Sellers' Obligations             46\n               (a) Representations and Warranties             46\n               (b) Covenants                                  46\n               (c) Material Adverse Change                    46\n               (d) Consents                                   46\n               (e) No Proceeding or Litigation                46\n               (f) Legal Matters                              47\n               (g) Certificates of Buyer and HON              47\n               (h) Certificates; Documents                    47\n               (i) Other Closing                              47\n  ARTICLE VII. COVENANTS OF SELLER                            47\n           7.1 Conduct of Business                            47\n               (a) Obligations for Borrowed Money             47\n               (b) Employee Matters                           48\n               (c) Sale of Assets                             48\n               (d) Commitments                                48\n               (e) Leased Facilities                          48\n               (f) Encumbrances                               48\n               (g) Insurance                                  48\n               (h) Litigation                                 48\n               (i) Representations and Warranties             48\n               (j) Commitments                                48\n           7.2 Disclosure Supplements                         48\n           7.3 Closing                                        49\n           7.4 Confidentiality                                49\n           7.5 Maintenance of Insurance                       49\n           7.6 Inventories                                    49\n           7.7 Maintenance of, and Access to, Records         50\n           7.8 Non-Competition                                50\n               (a) Period and Conduct                         50\n               (b) Territory                                  50\n               (c) Definition                                 50\n               (d) Remedies                                   51\n               (e) Subsidiaries, Divisions and                51\n                   Affiliates\n               (f) Severability                               51\n           7.9 Accounts Receivable                            51\n          7.10 Name Change Filings                            51\n          7.11 No Shopping                                    52\n          7.12 Plant Closing Obligations                      52\n          7.13 Further Assurances; Customer and Supplier        \n               Relationships; Assertion of Claims             52\n          7.14 Appointment of Representative                  52\n          7.15 Payment of Indebtedness; Releases              53\nARTICLE VIII.  COVENANTS OF BUYER AND HON                     53\n           8.1 Covenants of Buyer                             53\n               (a) Maintenance of, and Access to,               \n                   Records                                    53\n               (b) Closing                                    53\n               (c) Disclosure Supplements                     53\n               (d) Copies                                     54\n               (e) Insurance                                  54\n               (f) Supply of Products                         54\n               (g) Further Assurances                         54\n           8.2 Covenants of HON                               54\n               (a) Closing                                    54\n               (b) IRB Consents                               54\n               (c) Buyer Note                                 54\n   ARTICLE IX. CERTAIN ADDITIONAL COVENANTS                   54\n           9.1 Access to Records and Properties               54\n           9.2 Expenses; Transfer Taxes                       55\n           9.3 Bulk Transfer Laws                             55\n           9.4 Press Releases and Disclosure                  55\n           9.5 Cooperation in the Defense of Claims           55\n           9.6 Regulatory Approvals                           55\n           9.7 Employee Matters                               56\n           9.8 [Intentionally omitted]                        58\n           9.9 Product Warranty Work                          58\n    ARTICLE X. TERMINATION                                    58\n          10.1 Termination                                    58\n               (a) Mutual Consent                             58\n               (b) Termination Date                           58\n               (c) Sellers Misrepresentation or Breach        58\n               (d) Buyer Misrepresentation or Breach          58\n               (e) Court Order                                58\n               (f) Material Adverse Change                    59\n               (g) Buyer's Conditions                         59\n               (h) Sellers' Conditions                        59\n          10.2 Effect of Termination                          59\n   ARTICLE XI. INDEMNIFICATION                                59\n          11.1 Indemnification by Buyer                       59\n          11.2 Indemnification by Sellers                     60\n               (I) General                                    60\n               (II) Environmental Indemnification             60\n               (III) Tax Indemnification                      61\n                    (A) Tax Indemnification by Allied           \n                        Shareholders                          61\n                    (B) Tax Indemnification by Buyer          61\n                    (C) Straddle Period                       62\n                    (D) Procedures Relating to Tax              \n                        Indeminification                      62\n                    (E) Miscellaneous Tax Matters             63\n                    (F) Delivery of Tax Information           63\n                    (G) Tax Dispute Resolution Mechanism      63\n                    (H) Survival of Tax Provisions            64\n                    (I) Conveyance Taxes                      64\n                    (J) Return Filings; Refunds and             \n                        Credits                               64\n                    (K) Exclusivity                           65\n                    (L) Tax Sharing Agreements                65\n                    (M) Carryforwards of Losses               65\n          11.3 Notice of Claim; Right to Participate in         \n               and Defend Third Party Claim                   65\n          11.4 Setoff                                         66\n          11.5 Time Limitations on Claims for                   \n               Indemnification                                67\n          11.6 Maximum and DeMinimis Amounts                  68\n          11.7 Exclusions                                     68\n          11.8 Dispute Resolution                             68\n  ARTICLE XII. MISCELLANEOUS                                  70\n          12.1 Amendments                                     70\n          12.2 Entire Agreement                               70\n          12.3 Governing Law                                  70\n          12.4 Notices                                        70\n          12.5 Counterparts                                   71\n          12.6 Assignment                                     71\n          12.7 Waivers                                        71\n          12.8 Third Parties                                  72\n          12.9 Schedules                                      72\n         12.10 Headings                                       72\n         12.11 Certain Definitions                            72\n         12.12 Remedies Not Exclusive                         72\n         12.13 Gender and Number                              72\n         12.14 Attorney's Fees                                72\n\n\n\n                       PURCHASE AGREEMENT\n\n\n          THIS PURCHASE AGREEMENT (this \"Agreement\") dated as of\nJanuary 28, 2000, is among RON F. SKORONSKI (\"Skoronski\"), KIRK\nR. SORENSEN (\"Sorensen\", and together with Skoronski, the \"Allied\nShareholders\"), MADISON FIRE PLACE, INC., a Wisconsin corporation\n(\"Madison\"), FIREPLACE & SPA, INC., a Wisconsin corporation\n(\"FPSI\"), and THE MINOCQUA FIREPLACE COMPANY, a Wisconsin\ncorporation (\"Minocqua\") (collectively, \"Sellers\"), HEARTH\nTECHNOLOGIES INC., an Iowa corporation (\"Buyer\"), and HON\nINDUSTRIES INC., an Iowa corporation (\"HON\").\n\n                      W I T N E S S E T H:\n\n          WHEREAS, the Allied Shareholders own all of the issued\nand outstanding shares of Allied Fireside, Inc., a Wisconsin\ncorporation (\"Allied\"), Madison, FPSI and Minocqua (collectively,\nthe \"Companies\");\n\n          WHEREAS, the Companies carry on the business (the\n\"Business\") of (1) designing, manufacturing, distributing,\nmarketing, selling and installing hearth and fireplace products,\nincluding gas and wood burning fireplaces, inserts, stoves, logs,\nmantels, surrounds, fascia, cabinetry, venting parts and\naccessories (\"Hearth Products\") and (2) distributing, marketing,\nselling and installing spas, outdoor kitchens, barbecues and\ngrills, and related products, such as outdoor and patio\nfurniture, shelving and garage doors (\"Other Products,\" and\ntogether with Hearth Products, the \"Products\");\n\n          WHEREAS, the Allied Shareholders desire to sell to\nBuyer, and Buyer desires to purchase from the Allied\nShareholders, all of the issued and outstanding shares of Common\nStock, without par value, of Allied (collectively, the \"Allied\nShares\");\n\n          WHEREAS, Madison, FPSI, and Minocqua (each, an \"Asset\nSeller\" and collectively, the \"Asset Sellers\") desire to sell\nsubstantially all of their respective assets, properties, rights\nand interests to Buyer; and\n\n          WHEREAS, Buyer desires to purchase and acquire from\neach Asset Seller substantially all of such assets, properties,\nrights and interests of such Asset Seller in consideration of\ncertain payments by Buyer and the assumption by Buyer of certain\nliabilities and obligations of such Asset Seller specifically\ndisclosed in this Agreement.\n\n          NOW, THEREFORE, in consideration of the premises and\nthe mutual covenants hereinafter contained and other good and\nvaluable consideration had and received, HON, Buyer, the Asset\nSellers and the Allied Shareholders, on the basis of, and in\nreliance upon, the representations, warranties, covenants,\nobligations and agreements set forth in this Agreement, and upon\nthe terms and subject to the conditions contained herein, hereby\nagree as follows:\n\n                  ARTICLE I  PURCHASE AND SALE\n\n          1.1  Purchase and Sale of Assets.  At the Closing (as\nhereinafter defined) and effective as of the Closing Date (as\nhereinafter defined), Buyer shall purchase and acquire from each\nAsset Seller, and each Asset Seller shall sell, transfer, convey,\nassign and deliver to Buyer, on a going concern basis, all of the\nassets, properties, rights and interests owned, used, occupied or\nheld by or for the benefit of such Asset Seller wherever\nsituated, as the same shall exist as of the Closing Date, and\nwherever situated, including, without limitation, the following:\n\n          (a)  [Intentionally omitted];\n\n          (b)  Prepaids.  All prepaid expenses, advance payments,\n     deposits, surety accounts and other similar assets,\n     including, without limitation, prepaid deposits with\n     landlords, suppliers and utilities;\n\n          (c)  Inventory.  All inventories of products,\n     work-in-process, finished goods, raw materials, supplies and\n     parts (collectively, \"Inventory\" or \"Inventories\"),\n     including, without limitation, all Inventories located at\n     the facilities listed on the Schedule entitled \"Real Estate\n     and Leases\";\n\n          (d)  Accounts Receivable.  All accounts receivable, any\n     payments received with respect thereto after the Closing\n     Date, unpaid interest accrued on any such accounts\n     receivable and any security or collateral relating thereto\n     (collectively, \"Accounts Receivable\");\n\n          (e)  Fixed Assets.  All tangible personal property,\n     plant and equipment, including, without limitation,\n     buildings, structures, fixtures, machinery and equipment,\n     dies, jigs, molds, patterns, tools, tooling, production\n     fixtures, maintenance machinery and equipment, office\n     furniture and office equipment, other furnishings, trucks,\n     automobiles and other vehicles and transportation equipment,\n     leasehold improvements and construction-in-process, and all\n     tangible personal property set forth on the Schedule\n     entitled \"Fixed Assets\" attached hereto (collectively, the\n     \"Fixed Assets\");\n\n          (f)  [Intentionally omitted];\n\n          (g)  Leased Property.  All rights and interests under\n     the lease agreements (the \"Lease Agreements\") more\n     particularly described under the heading \"Leased Property\"\n     on the Schedule entitled \"Real Estate and Leases\" attached\n     hereto, which descriptions are incorporated herein by\n     reference (the premises subject to the Lease Agreements\n     being hereinafter collectively referred to as the \"Leased\n     Property\");\n\n          (h)  Intellectual Property Rights.  All inventions,\n     discoveries, trademarks, patents, trade names, copyrights,\n     know-how, intellectual property, software, shop rights,\n     licenses, developments, research data, designs, technology,\n     discoveries, trade secrets, test procedures, processes,\n     research data, formulas and other confidential information,\n     intellectual and similar intangible property rights, whether\n     or not patentable (or otherwise subject to legally\n     enforceable restrictions or protections against unauthorized\n     third party usage), and any and all applications for, and\n     extensions, divisions and reissuances of, any of the\n     foregoing, and rights therein, including, without\n     limitation, (i) the names \"Madison Fire Place, Inc.\",\n     \"Fireplace & Spa, Inc.\" and \"The Minocqua Fireplace Company\"\n     and all related trade and business names and trademarks,\n     (ii) the intellectual and intangible property rights\n     described on the Schedule entitled \"Intellectual Property\"\n     attached hereto, (iii) the production methods, formulas,\n     know-how and technical expertise relating to the Products\n     and (iv) any and all domain names, World Wide Web sites and\n     related content and software, including electronic commerce\n     and ordering software, rights of use and access to related\n     computer servers and programs, and rights under related\n     contracts, agreements and licenses (collectively, the\n     \"Intangibles\");\n\n          (i)  Business Records.  All books and records,\n     including, without limitation, all files, invoices, forms,\n     accounts, correspondence, production records, technical,\n     accounting, manufacturing and procedural manuals, employment\n     records, studies, reports or summaries relating to any\n     Environmental Requirements (as hereinafter defined), and\n     other books and records relating to the operation of the\n     Business or other assets or properties, and any confidential\n     information which has been reduced to writing or other\n     tangible medium;\n\n          (j)  Rights Under Confidentiality Agreements and\n     Warranties.  All rights, claims and benefits of such Asset\n     Seller in, to or under any (i) (A) employee confidentiality\n     agreements entered into by such Asset Seller and (B)\n     confidentiality or secrecy agreements entered into by such\n     Asset Seller with third parties that relate to the use or\n     disclosure of information; (ii) express or implied\n     warranties from the suppliers of goods or services\n     (including any coverage rights under product liability or\n     other insurance maintained by any of such suppliers for the\n     benefit of such Asset Seller); and (iii) non-competition or\n     non-solicitation agreements, restrictive covenants and\n     similar agreements;\n\n          (k)  Customer List.  Lists of all of the Persons to\n     whom or to which such Asset Seller has sold or otherwise\n     furnished Products, directly or indirectly (individually, a\n     \"Customer\" and collectively, the \"Customers,\" such terms to\n     include any assignee or successor of any such Person,\n     whether by consolidation, merger, sale of assets or\n     otherwise), including related information as to the unit and\n     dollar volume of such sales, the type of Products so sold or\n     furnished, the method of distribution and other relevant\n     marketing and product information for each Customer (the\n     \"Customer Lists\");\n\n          (l)  Catalogs and Advertising Materials.  All\n     promotional and advertising materials, including, without\n     limitation, all catalogs, brochures, plans, supplier lists,\n     manuals, handbooks, equipment and parts lists, dealer and\n     distributor lists, and labels and packaging materials;\n\n          (m)  Purchase Orders.  All unfilled purchase and sale\n     orders (including releases of quantities pursuant thereto);\n\n          (n)  Contracts.  Subject to Sections 1.2(b) and 1.4,\n     all rights, benefits and interests of such Asset Seller in\n     and to all licenses, leases, contracts, agreements,\n     commitments and undertakings;\n\n          (o)  Permits.  All licenses, permits, approvals,\n     variances, waivers or consents (collectively, the\n     \"Permits\"), to the extent transferable, issued by any\n     foreign, United States, state or local governmental entity\n     or municipality or subdivision thereof or any authority,\n     department, commission, board, bureau, agency, court or\n     instrumentality (collectively, \"Governmental Authorities\");\n\n          (p)  [Intentionally omitted];\n\n          (q)  Goodwill.  The goodwill of such Asset Seller as a\n     going concern; and\n\n          (r)  Miscellaneous.  Except for the Retained Assets (as\n     hereinafter defined), all other assets, properties, rights\n     and interests of such Asset Seller, of every kind, nature\n     and description, whether tangible or intangible, real,\n     personal or mixed, and wherever situated, including, without\n     limitation, those assets, properties, rights and interests\n     set forth on the Unaudited Balance Sheet (as hereinafter\n     defined), all of which are to be sold, transferred,\n     conveyed, assigned and delivered to Buyer at the Closing\n     pursuant to this Agreement.\n\nAll of the assets, properties, rights and interests owned, used,\noccupied or held by or for the benefit of such Asset Seller,\nwhich are to be sold, transferred, conveyed, assigned and\ndelivered by such Asset Seller to Buyer at the Closing as\ncontemplated herein, including without limitation, those\ndescribed in clauses (a) through (r) above, but excluding the\nRetained Assets, are referred to herein collectively as the\n\"Acquired Assets\".\n\n          1.2  Retained Assets.  Anything in Section 1.1 to the\ncontrary notwithstanding, the following assets (collectively, the\n\"Retained Assets\") shall be retained by each Asset Seller, and\nBuyer shall in no way be construed to have purchased or acquired\n(or to be obligated to purchase or to acquire) any interest\nwhatsoever in any of the following:\n\n          (a)  Designated Assets.  The assets, properties, rights\n     and\/or interests, owned, used, occupied or held by or for\n     the benefit of such Asset Seller that are listed on Schedule\n     1.2 as not being included within, or constituting a part of,\n     the Acquired Assets (collectively, the \"Designated Assets\");\n\n          (b)  Non-Assigned Contracts.  All of the rights and\n     interests, and all of the liabilities and obligations, of\n     each Asset Seller in, under or pursuant to any license,\n     lease, contract, agreement, commitment or undertaking set\n     forth on the Schedule entitled \"Non-Assigned Contracts\"\n     (collectively, the \"Non-Assigned Contracts\");\n\n          (c)  Employee Plan Assets.  Except as otherwise\n     provided in Section 9.7, the  rights of such Asset Seller\n     under, and any funds and property held in trust or any other\n     funding vehicle pursuant to, any \"employee benefit plan\"\n     (within the meaning of Section 3(3) of the Employee\n     Retirement Income Security Act of 1974, as amended\n     (\"ERISA\")) or any other bonus, stock option, stock\n     appreciation, stock purchase, severance, termination, lay-\n     off, leave of absence, disability, workers compensation,\n     pension, profit sharing, retirement, vacation or holiday\n     pay, insurance, deferred compensation or other employee or\n     welfare benefit plan, agreement or arrangement of such Asset\n     Seller applicable to such Asset Seller's past, present or\n     future employees (collectively, \"Employee Plans\"); and\n\n          (d)  Corporate Records.  Such Asset Seller's minute\n     books, stock books, stock ledger and corporate seal;\n\n          (e)  [Intentionally omitted]; and\n\n          (f)  Insurance.  All rights, claims and benefits of\n     such Asset Seller in, to or under all insurance policies\n     maintained by such Asset Seller, or by any Affiliate of such\n     Asset Seller for the Business or the Acquired Assets.\n\n          1.3  Purchase and Sale of Shares.  At the Closing, each\nAllied Shareholder shall sell, assign, transfer and deliver to\nBuyer, and Buyer shall purchase from each Allied Shareholder, the\nAllied Shares, free from any restrictions, liens, encumbrances,\nclaims (including any \"adverse claim\" as such term is defined in\nthe Uniform Commercial Code), options, calls, pledges, trusts and\nother commitments, agreements or arrangements (collectively,\n\"Claims\").  The number of Allied Shares to be sold by each Allied\nShareholder is as set forth on Schedule 1.3.  Each Allied\nShareholder shall pay any and all state and\/or federal transfer\ntaxes and governmental charges assessable against such\nShareholder regarding the transfer of such Shareholder's Allied\nShares to Buyer.\n\n          1.4  Assignability and Consents.\n\n          (a)  Required Consents.  The Schedule entitled\n     \"Assignments and Consents\" sets forth a list of those\n     material assets, properties, rights and interests of Allied\n     (all assets, properties, rights and interests of Allied,\n     whether or not material, being referred to as the \"Allied\n     Assets\"), and all material Acquired Assets, including\n     material Contracts, Permits and Lease Agreements, which are\n     non-assignable or non-transferable or cannot be subleased to\n     Buyer without, or with respect to which the transactions\n     contemplated by this Agreement would require, a consent,\n     novation, approval, authorization, waiver, agreement, or\n     satisfaction of any other requirement (including filing and\n     registration requirements) of or from some other individual,\n     partnership, corporation, association, joint stock company,\n     trust, joint venture, limited liability company or\n     Governmental Authority (each, a \"Person\") (\"Consents\").\n     Each Seller has commenced and shall continue to take, or\n     cause to be taken by others, all necessary actions required\n     to obtain or satisfy, at the earliest practicable date, all\n     Consents, from any Persons necessary to authorize, approve\n     or permit, and to consummate and make effective, the\n     transactions contemplated by this Agreement, including full\n     and complete sale, conveyance, assignment, sublease or\n     transfer of the Acquired Assets and the indirect transfer or\n     deemed transfer or assignment of the Allied Assets, and to\n     continue such efforts as may be required after the Closing\n     Date; provided, however, that (i) the Sellers shall not be\n     required to take any such action with respect to contracts\n     with home builders specified on the Schedule entitled\n     \"Builder Contracts\" (\"Builder Contracts\"), and (ii) Sellers\n     shall only be required under this Section 1.4, as a\n     condition precedent to Buyer's obligations to consummate the\n     transactions provided for by this Agreement, to obtain\n     consents to the assignment of material Lease Agreements (the\n     \"Required Consents\").\n\n          (b)  Nonassignable Items.  Anything in this Agreement\n     to the contrary notwithstanding, this Agreement shall not\n     constitute, or be deemed to constitute, an Agreement to\n     sell, convey, assign, sublease or transfer any Allied\n     Assets, or Acquired Assets, including Contracts, Permits and\n     Lease Agreements, if an attempted or deemed sale,\n     conveyance, assignment, sublease or transfer thereof,\n     without the Consent of another party thereto or a\n     Governmental Authority would constitute a breach of, or in\n     any way affect the rights of Allied, any Seller or Buyer\n     with respect thereto (\"Nonassignable Items\").  Each Seller\n     shall use his or its best efforts, and Buyer shall cooperate\n     in all reasonable respects with Sellers, to obtain and\n     satisfy all Consents and to resolve all impracticalities of\n     sale, conveyance, assignment, sublease or transfer necessary\n     to convey to Buyer all Nonassignable Items.  If any such\n     Consents are not obtained and satisfied or if an attempted\n     sale, conveyance, assignment, sublease or transfer would be\n     ineffective, each Seller and its appropriate Affiliate, and\n     Buyer, shall, at and after the Closing (i) enter into such\n     arrangements (including related written agreements) as Buyer\n     may reasonably request to provide Buyer the benefit of any\n     such Nonassignable Items (it being acknowledged that such\n     arrangement may include obligations imposed on Sellers and\n     such Affiliates promptly to pay to Buyer when received all\n     monies and other items of value received by Sellers and such\n     Affiliates under any such Nonassignable Item) in exchange\n     for the performance by Buyer of Sellers' obligations in\n     respect of such Nonassignable Items under Section 2.1(c) and\n     (ii) use their reasonable best efforts to assure that the\n     Companies' current customers and suppliers shall continue to\n     do business with Buyer in accordance with the terms and for\n     the periods of time set forth in any Nonassignable Item.\n\n                    ARTICLE II  LIABILITIES\n\n          2.1  Assumption of Liabilities.  On the terms and\nsubject to the conditions set forth in this Agreement, Buyer\nshall assume, at the Closing and effective as of the Closing\nDate, and shall thereafter pay, perform and discharge as and when\ndue, except as otherwise provided in Section 9.7, the following,\nand only the following, liabilities and obligations of each Asset\nSeller with respect to its operation of its Business\n(collectively, the \"Assumed Liabilities\"):\n\n          (a)  [Intentionally omitted];\n\n          (b)  Accrued Liabilities.  All accounts payable,\n     accrued expenses and other liabilities referred to under the\n     caption \"Assumed\" on Schedule 2.1(b) in the amounts set\n     forth thereon or such greater amounts as may arise or accrue\n     after the date of such Schedule in the ordinary and normal\n     course and consistent with the representations, warranties,\n     covenants, obligations and agreements set forth in this\n     Agreement;\n\n          (c)  Contracts.  All ordinary and normal liabilities\n     and obligations of Sellers arising under the terms of the\n     Contracts disclosed on the Schedule entitled \"Contracts\"\n     other than contracts that constitute Non-Assigned Contracts\n     or are included in the Designated Assets (the \"Assumed\n     Contracts\") but only to the extent such liabilities and\n     obligations arise or accrue after the Closing Date in the\n     ordinary and normal course and consistent with the\n     representations, warranties, covenants, obligations and\n     agreements set forth in this Agreement; provided, however,\n     that Buyer shall not assume or be responsible for any such\n     liabilities or obligations that (i) arise from breaches\n     thereof or defaults thereunder by Sellers (other than any\n     breach of any Builder Contract deemed to arise solely as a\n     result of the assignment of any such Builder Contract to\n     Buyer pursuant to this Agreement), (ii) require any payment\n     or other consideration including any earn-out or contingent\n     purchase price, in connection with any merger, acquisition\n     or similar transaction, (iii) arise under instruments or\n     agreements evidencing indebtedness of Sellers (other than\n     those installment contracts, capital leases or vehicle or\n     computer hardware and software sales contracts that are\n     disclosed on the Schedule entitled \"Contracts\" and pursuant\n     to which Acquired Assets are being purchased or leased by\n     any Company), or (iv) arise under the Agreement for Shared\n     Facilities, Equipment and Employees, dated as of January 1,\n     1999, among Allied, Madison, Minocqua, Madison Lighting,\n     Ltd. (\"Lighting\") and Benson Pool & Patio, Inc. (\"Benson\")\n     (the \"Agreement for Shared Facilities\") as a result of the\n     change of control of Allied, all of which liabilities and\n     obligations shall constitute Retained Liabilities (as\n     hereinafter defined); and\n\n          (d)  Warranty Commitments.  The Ordinary Warranty\n     Commitments (as defined in Section 5.1(w)).\n\n          2.2  Retained Liabilities.  Except to the extent\nassumed as provided in Section 2.1 or Section 9.7, each Asset\nSeller shall retain, and Buyer shall not assume, or be\nresponsible or liable with respect to, any liabilities or\nobligations of such Asset Seller, whether or not of, associated\nwith, or arising from, any of the Acquired Assets, and whether\nfixed, contingent or otherwise, known or unknown (collectively\nreferred to hereinafter as the \"Retained Liabilities\"),\nincluding, without limitation, the following:\n\n          (a)  Pre-Closing.  All liabilities and obligations\n     relating to, based in whole or in part on events or\n     conditions occurring or existing in connection with, or\n     arising out of, the Business as operated prior to the\n     Closing Date, or the ownership, possession, use, operation\n     or sale or other disposition prior to the Closing Date of\n     any Products or any of the Acquired Assets (or any other\n     assets, properties, rights or interests associated, at any\n     time prior to the Closing Date, with the Business);\n\n          (b)  Liabilities Relating to the Sale of Acquired\n     Assets.  All liabilities and obligations of such Asset\n     Seller or any of its Affiliates, or their respective\n     directors, officers, shareholders or agents, arising out of,\n     or relating to, this Agreement or the transactions\n     contemplated hereby, whether incurred prior to, at, or\n     subsequent to the Closing Date, including, without\n     limitation, all liabilities to shareholders or former\n     shareholders of any Seller, finder's or broker's fees and\n     expenses, and any and all fees and expenses of any\n     attorneys, accountants or other professionals retained by or\n     on behalf of such Asset Seller or any of its Affiliates;\n\n          (c)  Employee-Related Liabilities.  All liabilities and\n     obligations to any persons at any time employed by such\n     Asset Seller or its Affiliates or their respective\n     predecessors-in-interest in the Business or otherwise, at\n     any time or to any such person's spouse, children, other\n     dependents or beneficiaries, with respect to incidents,\n     events, exposures or circumstances occurring at any time\n     during the period or periods of any such persons' employment\n     by such Asset Seller or its Affiliates or their respective\n     predecessors-in-interest,  whenever such claims mature or\n     are asserted, including, without limitation, all liabilities\n     and obligations arising (i) under any Employee Plans,\n     (ii) under any employment, wage and hour restriction, equal\n     opportunity, discrimination, plant closing or immigration\n     and naturalization laws, (iii) under any collective\n     bargaining Laws, agreements or arrangements, or (iv) in\n     connection with any workers' compensation or any other\n     employee health, accident, disability or safety claims;\n\n          (d)  Litigation.  All liabilities and obligations\n     relating to any litigation, action, suit, claim,\n     investigation or proceeding pending on the date hereof, or\n     constituted hereafter, based in whole or in part on events\n     or conditions occurring or existing in connection with, or\n     arising out of, or otherwise relating to, the Business as\n     operated by such Asset Seller or any of its Affiliates (or\n     any of their respective predecessors-in-interest), or the\n     ownership, possession, use, operation, sale or other\n     disposition prior to the Closing Date of any Products or any\n     of the Acquired Assets (or any other assets, properties,\n     rights or interests associated, at any time prior to the\n     Closing Date, with such Asset Seller);\n\n          (e)  Product, Environmental and Safety Liability.\n     Without limiting the rights of Sellers against any third\n     party, all liabilities and obligations relating to the\n     Business, any Products or the Acquired Assets (or any other\n     assets, properties, rights or interests associated, at any\n     time prior to the Closing Date, with the Business, Products\n     or the Acquired Assets), based in whole or in part on events\n     or conditions occurring or existing prior to the Closing\n     Date and connected with, arising out of or relating to (i)\n     any dispute for services rendered or goods manufactured,\n     including, without limitation, product warranty claims\n     (other than Ordinary Warranty Commitments) and product\n     liability claims, and claims for refunds (other than\n     customer deposits), returns, personal injury and property\n     damage, (ii) Hazardous Materials, Environmental Requirements\n     or Environmental Damages (all as hereinafter defined)\n     including costs to obtain permits required to be, but not\n     obtained, prior to Closing and to document hazardous waste\n     disposals, (iii) claims relating to employee health and\n     safety, including claims for injury, sickness, disease or\n     death of any Person, or (iv) compliance with any statutes,\n     laws, rules, regulations, orders, ordinances, codes and\n     decrees of Governmental Authorities (collectively, \"Laws\")\n     relating to any of the foregoing;\n\n          (f)  Taxes.  All liabilities and obligations of such\n     Asset Seller or any of its Affiliates (or any of their\n     respective predecessors-in-interest) for any Taxes (as\n     hereinafter defined) due or becoming due by reason of\n     (i) the conduct of the Business, or (ii) the ownership,\n     possession, use, operation, purchase, acquisition, sale or\n     disposition, of any Products or any of the Acquired Assets,\n     including, without limitation, (1) Taxes attributable to the\n     sale of inventory and employee withholding tax obligations;\n     (2) Taxes imposed on, or accruing as a result of the\n     purchase and sale of the Acquired Assets (except state sales\n     or other similar transfer taxes arising in connection with\n     the transfer of assets to Buyer as provided in Section 9.2);\n     and (3) Taxes attributable to, or resulting from, recapture\n     of depreciation, other tax benefit items, or otherwise\n     arising from the transactions contemplated by, this\n     Agreement;\n\n          (g)  [Intentionally omitted];\n\n          (h)  Liabilities Relating to Retained Assets.  All\n     liabilities and obligations relating to, based in whole or\n     in part on events or conditions occurring or existing in\n     connection with, or arising out of, any and all assets,\n     properties, rights and interests that are not being acquired\n     by Buyer hereunder, including, without limitation, the\n     Retained Assets;\n\n          (i)  Post-Closing Date.  All liabilities and\n     obligations incurred by such Asset Seller or its Affiliates\n     or their respective directors, officers, shareholders,\n     agents or employees, other than on behalf of Buyer or its\n     Affiliates, after the Closing Date;\n\n          (j)  Shutdown Costs.  Any liabilities or obligations\n     relating to, based in whole or in part on events or\n     conditions occurring or existing in connection with, or\n     arising out of, the shutdown prior to the Closing of any of\n     the operations and facilities utilized by such Asset Seller,\n     including, without limitation, any action which could be\n     construed as a \"plant closing\" or \"mass layoff,\" as those\n     terms are defined in the Worker Adjustment and Retraining\n     Notification Act, 29 U.S.C. Sections 2101-2109 (\"WARN\"), or any\n     \"employment loss,\" as defined in WARN, which any employee of\n     such Asset Seller or any of its Affiliates may suffer;\n     provided, however, that, for purposes of this\n     Section 2.2(j), employees of the Asset Sellers immediately\n     prior to the Closing shall be deemed to be employees of\n     Buyer as of the Closing Date; and\n\n          (k)  Acquisition Payments.  All liabilities and\n     obligations of any Company to make any payment or provide\n     consideration in connection with any merger, acquisition or\n     similar transaction.\n\n                  ARTICLE III  PURCHASE PRICE\n\n          3.1  Payment.  In full consideration for the transfer\nof the Allied Shares and the Acquired Assets, at the Closing\nBuyer shall:\n\n          (i)  deliver and pay to the Asset Sellers Thirty-six\n               Million Two Hundred Fifty Thousand Dollars\n               ($36,250,000) (the \"Cash Amount\") in immediately\n               available funds by bank wire transfer to an\n               account designated in writing for this purpose by\n               Axley Brynelson, LLP, special counsel to Sellers\n               (\"Sellers' Counsel\"), on behalf of Sellers to\n               Buyer prior to the Closing;\n\n          (ii) execute and deliver to Sellers a Promissory Note\n               (the \"Buyer Note\"), dated as of the Closing Date,\n               payable in the original principal amount of Two\n               Million Two Hundred Fifty Thousand Dollars\n               ($2,250,000) to Sellers, and in substantially the\n               form of Schedule 3.1(ii) hereto; and\n\n          (iii)execute and deliver to the Allied\n               Shareholders Convertible Debentures with a\n               combined face amount of $26,500,000, dated as\n               of the Closing Date, payable in such\n               denominations and in such amounts to such\n               payees as set forth in, and in substantially\n               the form of, Schedule 3.1(iii) hereto\n               (\"Convertible Debentures\", and collectively\n               with the Cash Amount and the Buyer Note, the\n               \"Purchase Price\").\n\n          3.2  [Intentionally omitted]\n\n          3.3  [Intentionally omitted]\n\n          3.4  Intercompany Obligations.   (a) Notwithstanding\nanything in the Schedules to this Agreement to the contrary,\nimmediately prior to the Closing, all Intercompany Obligations\n(as hereinafter defined) due and payable as of the Closing Date\nor attributable to any period ending on or prior to the Closing\nDate shall, for all purposes of this Agreement, be settled and\npaid, with the result that as of and following the Closing, there\nshall be no further obligation or liability with respect to any\nIntercompany Obligations as of the Closing Date.\n\n          (b)  For purposes of this Section 3.4, (i) the term\n\"Intercompany Obligations\" means all intercompany notes, cash\nadvances and payables between any Seller Company, on the one\nhand, and Allied, on the other hand, except for ordinary and\nnormal trade payables, if any, arising from transactions between\nAllied, on the one hand, and any of the Seller Companies, on the\nother hand, as shown on the books and records of Allied as of the\nClosing Date and (ii) the term \"Seller Company\" means any Allied\nShareholder or his Affiliates, other than Allied.\n\n          3.5  Satisfaction of Indebtedness.  At or prior to the\nClosing, each Company shall take such actions (including without\nlimitation paying, or directing Buyer to apply a portion of the\nCash Amount to pay to, the creditors of such Company) as may be\nrequired to fully pay, satisfy and discharge all of the\nindebtedness of such Company, including the promissory notes and\nother evidence of indebtedness listed or described on the\nSchedule entitled \"Existing Indebtedness to be Discharged by\nClosing,\" and to obtain and deliver to Buyer copies of all\nexecuted releases, in form and substance reasonably satisfactory\nto Buyer, necessary to secure the release of all Liens other than\nPermitted Liens (as hereinafter defined) on the Acquired Assets\nand the Allied Assets relating thereto (all of which releases\nSellers shall cause to be filed promptly, but no later than two\n(2) business days, after payment of the related indebtedness and\nin any event promptly after the Closing Date).\n\n          3.6  Purchase Price Allocation.  The Purchase Price\nrepresents the amount agreed upon by the parties to be the\naggregate value of the Acquired Assets and the Allied Shares, and\nshall be allocated both between the Allied Shares and the\nAcquired Assets, and among the Acquired Assets, in accordance\nwith their respective fair market values, which the parties have\nagreed are or shall be as set forth on the Schedule entitled\n\"Agreed Allocation of Purchase Price\" attached hereto.  Any\nexcess of the Purchase Price over the fair market value of the\nAcquired Assets shall be allocated to goodwill.  Each of the\nparties shall report the purchase and sale of the Acquired Assets\nand the Allied Shares, including, without limitation, in all\nfederal, foreign, state, local and other Tax returns and reports\nprepared and filed by or for any Seller or Buyer, in accordance\nwith the basis of allocation described in this Section 3.6.\n\n                      ARTICLE IV  CLOSING\n\n          4.1  General.  As used in this Agreement, the \"Closing\"\nshall mean the time at which Sellers consummate the sale,\nassignment, transfer and delivery of the Acquired Assets and the\nAllied Shares to Buyer as provided herein by the execution and\ndelivery by Sellers of the documents and instruments referred to\nin Sections 4.2 and 4.3 against delivery by Buyer of the\ndocuments and payments provided in Sections 3.1 and 4.4, and\nSellers, Buyer and the other Persons referred to herein deliver\nthe additional documents referred to in Sections 4.5 and 4.6.\nIn the absence of a prior termination of this Agreement by one of\nthe parties in accordance with Article X, the Closing shall take\nplace at the offices of Jones, Day, Reavis & Pogue, 77 West\nWacker, 35th Floor, Chicago, Illinois 60601-1692 at 10:00 A.M. on\nthe second business day following the day on which the waiting\nperiods under the Hart-Scott-Rodino Antitrust Improvements Act of\n1976 (the \"H-S-R Act\") shall have expired or been terminated (the\n\"HSR Approvals\"), or at such other time and place and on such\nother day as shall be mutually agreed upon in writing by the\nparties hereto (the \"Closing Date\").  Legal title, equitable\ntitle and risk of loss with respect to the Acquired Assets and\nthe Allied Shares shall not pass to Buyer until the Acquired\nAssets and the Allied Shares are transferred at the Closing,\nwhich transfer, once it has occurred, shall be deemed effective\nfor tax, accounting and other computational purposes as of\n12:01 A.M. (Central Time) on the Closing Date.\n\n          4.2  Documents to be Delivered by Asset Seller.  At the\nClosing, each Asset Seller shall deliver to Buyer:\n\n          (a)  Copies of (i) the resolutions of the Boards of\n     Directors and shareholders of such Asset Seller, authorizing\n     and approving this Agreement and all other transactions and\n     agreements contemplated hereby, (ii) such Asset Seller's\n     respective Articles of Incorporation, and (iii) such Asset\n     Seller's respective Bylaws, all certified by the respective\n     corporate Secretary or Assistant Secretary of such Asset\n     Seller to be true, correct, complete and in full force and\n     effect and unmodified as of the Closing Date;\n\n          (b)  A bill of sale transferring such Asset Seller's\n     Acquired Assets to Buyer, free and clear of any and all\n     liens, equities, claims, prior assignments, mortgages,\n     charges, security interests, pledges, conditional sales\n     contracts, collateral security arrangements and other title\n     retention arrangements, restrictions (including, in the case\n     of real property, rights of way, use restrictions, and other\n     variances, reservations or limitations of any nature) or\n     encumbrances whatsoever (collectively, \"Liens\") except for\n     Permitted Liens and subject to filing of those releases and\n     documents referred to in Sections 3.5, 4.2(k) and 4.3(k);\n\n          (c)  An opinion, dated as of the Closing Date, of\n     Sellers' Counsel, addressed to Buyer, substantially in the\n     form attached hereto as Schedule 4.2(c);\n\n          (d)  Copies of all Required Consents, together with the\n     related estoppel certificate from such landlord with respect\n     to each such Lease Agreement for which a Required Consent is\n     provided;\n\n          (e)  Instruments of assignment to Buyer of all of such\n     Asset Seller's trademarks, trade names, service marks and\n     patents (and all applications for, and extensions and\n     reissuances of, any of the foregoing and rights therein)\n     identified on the Schedule entitled \"Intellectual Property\";\n\n          (f)  The certificate required by Section 6.1(g);\n\n          (g)  Good standing or status certificates for such\n     Asset Seller from the appropriate state authorities in each\n     jurisdiction in which such Asset Seller is either\n     incorporated or qualified to do business as a foreign\n     corporation, each dated not more than thirty (30) days prior\n     to the Closing, together with facsimiles or telegrams, if\n     available, or, if not, oral advice as to good standing as of\n     the Closing from each of such jurisdictions;\n     \n          (h)  Evidence of the due filing by each Asset Seller's\n     ultimate parent with the Federal Trade Commission (\"FTC\")\n     and the Antitrust Division of the United States Department\n     of Justice (\"DOJ\") pursuant to the H-S-R Act and the\n     expiration or early termination of the waiting periods\n     thereunder;\n\n          (i)  An incumbency certificate of the officers of each\n     Asset Seller;\n\n          (j)  Instruments of assignment of each Lease Agreement\n     to which such Asset Seller is a party;\n     \n          (k)  Copies of executed releases, in form and substance\n     reasonably satisfactory to Buyer, including, without\n     limitation, termination statements under the Uniform\n     Commercial Code of any financing statements filed against\n     any Acquired Assets, evidencing discharge, removal and\n     termination of all Liens (other than Permitted Liens) to\n     which the Acquired Assets are subject including, without\n     limitation, Liens securing the indebtedness described in the\n     Schedule entitled \"Existing Indebtedness to be Discharged by\n     Closing\", together with evidence satisfactory to Buyer that\n     the indebtedness described on such Schedule shall have been\n     satisfied and extinguished, which releases Sellers shall\n     cause to be filed upon payment of the related indebtedness\n     and in any event promptly after the Closing Date;\n\n          (l)  A receipt from each of the Asset Sellers\n     acknowledging receipt of the Purchase Price allocable to the\n     Acquired Assets and the Assumed Liabilities of such Asset\n     Seller;\n\n          (m)  Such other deeds, bills of sale, endorsements,\n     assignments, affidavits, and other good and sufficient\n     instruments of sale, assignment, conveyance and transfer in\n     form and substance satisfactory to Buyer and its counsel, as\n     are required to effectively vest in Buyer good and\n     marketable title in and to all of the Acquired Assets\n     (including such certificates of title or other documents as\n     are so required with respect to any vehicles included in the\n     Acquired Assets), free and clear of any and all Liens except\n     Permitted Liens, and subject to filing of those releases and\n     documents referred to in Sections 3.5, 4.2(k) and 4.3(k);\n     and\n\n          (n)  Copies of resolutions transferring sponsorship of\n     the Assumed Plan (as hereinafter defined) to Buyer, the\n     Assignment Agreement dated as of the Closing transferring\n     sponsorship of the Assumed Plan, and amendments to the\n     Assumed Plan pursuant to Section 9.7 reflecting the transfer\n     of sponsorship of the Assumed Plan to Buyer.\n\n          4.3  Documents to be Delivered by the Allied\nShareholders.  At the Closing, the Allied Shareholders shall\ndeliver to Buyer:\n\n          (a)  Certificates representing all of the Allied\n     Shares, duly endorsed (or accompanied by appropriate stock\n     powers duly endorsed) in blank by the registered holders\n     thereof for transfer, together with such supporting\n     documents, endorsements, assignments, affidavits, and other\n     good and sufficient instruments of sale and transfer, in\n     form and substance satisfactory to Buyer and its counsel, as\n     are necessary to permit Buyer to acquire the Allied Shares\n     free of any Claim;\n\n          (b)  The stock books, stock ledgers, minute books and\n     corporate seal of Allied;\n\n          (c)  An opinion of Sellers' Counsel substantially in\n     the form attached hereto as Schedule 4.2(c), dated as of the\n     Closing Date, addressed to Buyer;\n\n          (b)  Good standing or status certificates for Allied\n     from the Secretary of State of the State of Wisconsin, and\n     each other jurisdiction in which Allied is qualified to do\n     business as a foreign corporation, each dated not more than\n     thirty (30) days prior to the Closing, together with\n     facsimiles or telegrams, if available, or if not oral\n     advice, as to good standing as of the Closing from each of\n     the foregoing jurisdictions;\n\n          (c)  Resignations tendered by each of the Directors of\n     Allied;\n\n          (d)  Certified copies of Allied's Articles of\n     Incorporation and Allied's Bylaws, all certified by the\n     Secretary or an Assistant Secretary of Allied;\n\n          (e)  Copies of all Required Consents relating to the\n     sale of the Allied Shares;\n\n          (f)  Evidence of the due filing by the Allied\n     Shareholders with the FTC and the DOJ pursuant to the H-S-R\n     Act and the expiration or early termination of the waiting\n     period thereunder;\n\n          (g)  The certificate required by Section 6.1(g);\n\n          (h)  A receipt from each of the Allied Shareholders\n     acknowledging receipt of the Purchase Price allocable to the\n     Allied Shares delivered at Closing;\n\n          (i)  Copies of executed releases, in form and substance\n     reasonably satisfactory to Buyer, including, without\n     limitation, termination statements under the Uniform\n     Commercial Code of any financing statements filed against\n     any Allied Assets, evidencing discharge, removal and\n     termination of all Liens (other than Permitted Liens) to\n     which the Allied Assets are subject including, without\n     limitation, Liens securing the indebtedness described in the\n     Schedule entitled \"Existing Indebtedness to be Discharged by\n     Closing\", together with evidence satisfactory to Buyer that\n     the indebtedness described on such Schedule shall have been\n     satisfied and extinguished, which releases Sellers shall\n     cause to be filed upon payment of the related indebtedness\n     and in any event promptly after the Closing Date;\n\n          (j)  Such other agreements, endorsements, assignments,\n     affidavits, and other good and sufficient instruments of\n     sale, assignment, conveyance and transfer in form and\n     substance satisfactory to Buyer and its counsel, as are\n     required to effectively vest in Buyer good and marketable\n     title in and to all of the Shares, free and clear of any and\n     all Claims; and\n\n          (k)  A bill of sale from Allied transferring the assets\n     listed on Schedule 1.2 owned by Allied to the Allied\n     Shareholders.\n\n          4.4  Documents to be Delivered by Buyer.  At the\nClosing, Buyer shall deliver or cause to be delivered to Sellers:\n\n          (a)  A copy of (i) the resolutions of the Board of\n     Directors of Buyer and HON authorizing and approving this\n     Agreement and all other transactions and agreements\n     contemplated hereby, (ii) HON's Articles of Incorporation,\n     (iii) Buyer's Articles of Incorporation, as amended to\n     increase the number of authorized shares of common stock of\n     Buyer to 10,000,000, and (iv) HON's and Buyer's respective\n     Bylaws, all certified by the Secretary or an Assistant\n     Secretary of Buyer or HON to be true, correct, complete and\n     in full force and effect as of the Closing Date;\n\n          (b)  The certificate required by Section 6.2(g);\n\n          (c)  Evidence of the payment of the Cash Amount in the\n     manner and the amount set forth in Section 3.1;\n\n          (d)  the Buyer Note, duly executed on behalf of Buyer,\n     and in substantially the form attached hereto as Schedule\n     3.1(ii);\n\n          (e)  evidence of the due filing by Buyer's ultimate\n     parent, HON, with the FTC and the DOJ pursuant to the H-S-R\n     Act and the expiration or early termination of the waiting\n     period thereunder;\n\n          (f)  An opinion, dated the Closing Date, of James I.\n     Johnson, Vice President and General Counsel of HON,\n     addressed to Sellers, substantially in the form attached\n     hereto as Schedule 4.4(f);\n\n          (g)  Good standing and tax certificates for Buyer and\n     HON from the Secretary of State of Iowa, each dated not more\n     than thirty (30) days prior to the Closing, together with\n     facsimiles or telegrams, if available, or, if not, oral\n     advice, as to good standing as of the Closing from each of\n     such jurisdictions;\n\n          (h)  An Incumbency Certificate of the officers of each\n     of Buyer and HON;\n\n          (i)  An Instrument of Assumption of the Assumed\n     Liabilities, substantially in the form attached hereto as\n     Schedule 4.4(i);\n\n          (j)  The Convertible Debentures, in substantially the\n     form attached hereto as Schedule 3.1(iii), duly executed on\n     behalf of Buyer and issued to the persons and in the\n     denominations set forth on Schedule 3.1(iii);\n\n          (k)  A Guaranty, in substantially the form attached\n     hereto as Schedule 4.4(k), duly executed on behalf of HON\n     (the \"HON Guaranty\"); and\n\n          (l)  Resolutions accepting the transfer of sponsorship\n     of the Assumed Plan from Madison and FPSI, and the\n     Assumption Agreement dated as of the Closing transferring\n     sponsorship of the Assumed Plan.\n\n          4.5  Documents to be Delivered by Buyer and Sellers.\nAt the Closing, Buyer and Sellers shall execute and deliver\nAmendments to Lease Agreements with Affiliates relating to the\nproperties described on Schedule 4.5 providing for an eight (8)\nyear term with an option to terminate by the tenant any time\nafter the fifth year for a termination fee equal to 50% of the\nannual base rent applicable at the time such option is exercised,\na five (5) year option to renew on the part of the tenant, annual\nrent increases of no more than three percent (3%), placing\nresponsibility for structural and roof maintenance and repairs on\nthe landlord, and, in the case of the Lease Agreement covering\nthe property located at 2700 N. Fairview, Roseville, MN 55113,\nincreasing the square footage of leased property from\n17,200 square feet to 22,000 square feet and increasing the\ninitial base rent from $8 per square foot to $10 per square foot.\n\n          4.6  Other Documents to be Delivered.  At the Closing:\n\n          (a)  Buyer shall execute and deliver an Employment and\n     Non-Competition Agreement with each of Skoronski and\n     Sorensen (the \"Key Employees\") in substantially the form\n     attached hereto as Schedule 4.6(a) (each, an \"Employment and\n     Non-Competition Agreement\").\n\n          (b)  [Intentionally omitted]\n\n          (b)  Each shareholder of the Asset Sellers shall\n     execute and deliver a Guaranty Agreement substantially in\n     the form attached hereto as Schedule 4.6(c) (each, a\n     \"Shareholder Guaranty\").\n\n          (c)  [Intentionally omitted]\n\n          (d)  An amendment and consent to the Agreement for\n     Shared Facilities, Equipment and Employees, duly executed by\n     all parties to such Agreement and Buyer, in form and\n     substance satisfactory to Buyer, waiving any payment\n     otherwise required to be made under such Agreement because\n     of any change in control of Allied, adding Buyer as a party\n     thereto, continuing the effectiveness of such Agreement\n     until, but no longer than, the one year anniversary of the\n     Closing, and otherwise amending such Agreement in an\n     equitable fashion to all parties in light of the\n     transactions contemplated by this Agreement.\n\n          (e)  [Intentionally omitted]\n\n          (f)  Sellers shall deliver such instruments of\n     satisfaction, release, waiver and settlement relating to the\n     acquisition and related agreements and instruments,\n     including promissory notes and rights of first refusal, to\n     which the Companies are a party, including (i) payment of\n     all promissory notes, (ii) payment and satisfaction of\n     contingent purchase price agreements, (iii) releases of\n     Liens on any Assets, and (iv) waiver of right of first\n     refusal provisions.\n\n          (g)  Deutsche Bank Securities Inc. shall deliver an\n     executed commitment letter obligating it or one of its\n     Affiliates to purchase the Buyer Note from Sellers on the\n     Closing Date.\n\n          (h)  Benson, Lighting, Buyer and HON will execute and\n     deliver a Transition Services Agreement in substantially the\n     form attached hereto as Schedule 4.6 (i) or as the parties\n     may otherwise agree, with all obligations of Benson and\n     Lighting to Buyer or HON under or related to such Agreement\n     fully guaranteed by Skoronski and Sorenson.\n\n          (i)  HON, Buyer, Sellers, American Fireplace Company, a\n     Maryland corporation (\"AFC\"), Hearth & Home, Inc., a\n     Maryland corporation (\"H&H\") and the other parties listed on\n     the signature page thereto shall execute and deliver a\n     Securityholders' Agreement, in substantially the form\n     attached hereto as Schedule 4.6(j).\n\n           ARTICLE V  REPRESENTATIONS AND WARRANTIES\n\n          5.1  Joint and Several Representations and Warranties\nof Sellers.  Subject only to those exceptions and qualifications\nlisted and described (including an identification by section\nreference to the representations and warranties to which such\nexceptions and qualifications relate) on the Schedules referred\nto in this Section 5.1 and attached to this Agreement, Sellers\nhereby jointly and severally represent and warrant to Buyer that:\n\n          (a)  Organization and Standing; Power and Authority.\n     Each Company is a corporation duly organized, validly\n     existing and in good standing under the laws of the states\n     described on Schedule 5.1(a), and has full corporate power\n     and authority to operate its business, to own or lease its\n     assets, to carry on its business as now being conducted, and\n     to enter into and perform this Agreement and the\n     transactions and other agreements and instruments\n     contemplated by this Agreement.  Except as disclosed on the\n     Schedule entitled \"Affiliate Companies\", the Companies have\n     no subsidiary corporations, own no interest, direct or\n     indirect, in any other business enterprise, firm or\n     corporation, and are the only business enterprises, firms or\n     corporations through which the Business (or any business\n     competing with or similar to the Business) is conducted, or\n     which owns, leases or uses assets related to the Business.\n     Each Company is duly qualified or licensed to do business as\n     a foreign corporation and is in good standing in each\n     jurisdiction in which the failure to so qualify would have,\n     or might reasonably be expected to have, individually or in\n     the aggregate, a material adverse effect upon the condition\n     (financial or otherwise), business, assets, properties or\n     operations (a \"Material Adverse Effect\") of the Companies,\n     taken as whole.  This Agreement and all other agreements and\n     instruments executed and delivered or to be executed and\n     delivered by any Person in connection herewith\n     (collectively, the \"Transaction Documents\") to which any\n     Seller is party have been, or upon execution thereof will\n     be, duly executed and delivered by such Seller.  This\n     Agreement and the transactions and other agreements and\n     instruments contemplated hereby have been duly approved by\n     the Directors and shareholders of each such Company, and\n     constitute the valid and binding obligations of each Seller,\n     enforceable in accordance with their respective terms.  Each\n     Asset Seller represents and warrants that it has been duly\n     authorized by its shareholders to make the agreements set\n     forth in Section 7.8 and to bind all of its shareholders\n     thereto.\n\n          (b)  Articles and By-Laws.  The copies of the Articles\n     of Incorporation and Bylaws of each Company heretofore\n     delivered to Buyer are true, correct and complete.\n\n          (c)  Conflicts; Defaults.  Neither the execution and\n     delivery of this Agreement and the other agreements and\n     instruments executed or to be executed in connection\n     herewith by any Seller, nor the performance by Sellers of\n     the transactions contemplated hereby or thereby, will\n     (i) violate, conflict with, or constitute a default under,\n     any of the terms of any Company's Articles of Incorporation\n     or By-Laws, (ii) except for any default arising solely from\n     the failure to obtain any Consent other than any Required\n     Consent, violate, conflict with, or constitute a default\n     under any provisions of, or result in the acceleration of\n     any obligation under, (x) the Contracts, (y) any order,\n     judgment or decree, relating to the Business, the Allied\n     Assets or the Acquired Assets or the Allied Shares, or by\n     which any Company, the Allied Assets or the Acquired Assets\n     or the Allied Shares are bound, or (z) any contract, sales\n     commitment, license, purchase order, security agreement,\n     mortgage, note, deed, lien, lease, agreement or instrument,\n     relating to the Business, the Allied Assets or the Acquired\n     Assets or the Allied Shares, or by which any Company, the\n     Allied Assets or the Acquired Assets or the Allied Shares\n     are bound, which violation, conflict, default or\n     acceleration described in this clause (z) would result in a\n     Material Adverse Effect upon the Companies, taken as a\n     whole, (iii) result in the creation or imposition of any\n     Liens or Claims in favor of any third Person or entity upon\n     any of the Allied Assets or the Acquired Assets or the\n     Allied Shares, (iv) violate any law, statute, judgment,\n     decree, order, rule or regulation of any Governmental\n     Authority, (v) constitute an event which, after notice or\n     lapse or time or both, would result in such violation,\n     conflict, default, acceleration, or creation or imposition\n     of Liens or Claims, (vi) constitute an event which, after\n     notice of lapse of time or otherwise would create, or cause\n     to be exercisable or enforceable, any option, agreement or\n     right of any kind to purchase any of the Allied Assets or\n     Acquired Assets or the Allied Shares.  Except as set forth\n     in the Schedule entitled \"Assignment and Consents\", no\n     consent, novation, approval, filing or authorization will be\n     required to be obtained or satisfied for the continued\n     performance by Buyer following the Closing of any contract,\n     agreement, commitment or undertaking included in the Allied\n     Assets or Acquired Assets.  No Company is in violation of or\n     in default under its Articles of Incorporation or Bylaws.\n     No Company is in violation of or in default under or any\n     provision of  (x) the Contracts, (y) any order, judgment or\n     decree, relating to the Business, the Allied Assets or the\n     Acquired Assets or the Allied Shares, or by which any\n     Company, the Allied Assets or the Acquired Assets or the\n     Allied Shares are bound, or (z) any contract, sales\n     commitment, license, purchase order, security agreement,\n     mortgage, note, deed, lien, lease, agreement or instrument,\n     including without limitation, the Contracts, or any order,\n     judgment or decree, relating to the Business, the Allied\n     Assets or the Acquired Assets, or by which Sellers, the\n     Allied Assets or the Acquired Assets or the Allied Shares is\n     bound described in this clause (z), which violation or\n     default would result in a Material Adverse Effect upon the\n     Companies, taken as a whole, or in the payment of any\n     monetary obligations or debts relating to the Business, and\n     there exists no condition or event which, after notice or\n     lapse of time or both, would result in any such violation or\n     default.\n\n          (d)  Acquired Assets; Title to the Acquired Assets;\n     Allied Shares.  (I) Except for the Retained Assets, the\n     Acquired Assets and the Allied Assets are the only assets,\n     properties, rights and interests used by the Companies or\n     Allied in connection with the Business.  The Acquired Assets\n     to be conveyed to Buyer under this Agreement, together with\n     cash, and the Allied Assets constitute all of the assets,\n     properties, rights and interests necessary to conduct the\n     Business in substantially the same manner as conducted by\n     the Companies prior to the date of this Agreement.  None of\n     the Acquired Assets or the Allied Assets have any material\n     defects or are in need of maintenance or repair, except for\n     ordinary maintenance and repairs.  Each Company has good,\n     marketable and exclusive title to, and the valid and\n     enforceable power and unqualified right to use and, in the\n     case of the Asset Sellers, transfer to Buyer, each of their\n     respective Assets, including, without limitation, all dies,\n     molds or other tooling or equipment use in the Business,\n     whether located at the Companies' facilities or at the\n     facilities of their Customers or suppliers, and the Acquired\n     Assets and the Allied Assets (collectively, the \"Assets\")\n     are free and clear of all Liens and Claims of any kind or\n     nature whatsoever, except for Permitted Liens and the Liens\n     required to be released under Sections 3.2, 4.2(k) and\n     4.3(k).  The consummation of the transactions contemplated\n     by this Agreement (including, without limitation, the\n     transfer or assignment of the Acquired Assets, and all\n     rights and interests therein, to Buyer as contemplated\n     herein) will not adversely affect such title or rights, or\n     any terms of the applicable agreements (whether written or\n     oral) evidencing, creating or granting such title or rights.\n     Except as otherwise disclosed in the Schedule entitled\n     \"Contracts\", none of the Assets are subject to, or held\n     under, any lease, mortgage, security agreement, conditional\n     sales contract or other title retention agreement, or are\n     other than in the sole possession and under the sole control\n     of the Companies.  Each Company has the right under valid\n     and existing leases to occupy, use or control all properties\n     and assets leased by it.  The delivery to Buyer of the\n     instruments of transfer of ownership contemplated by this\n     Agreement will vest good, marketable and exclusive title (as\n     to all Acquired Assets owned by an Asset Seller) or full\n     right to possess and use (as to all Acquired Assets not\n     owned by an Asset Seller) to the Acquired Assets in Buyer,\n     free and clear of all Liens and Claims of any kind or nature\n     whatsoever, except for current real estate Taxes or\n     governmental charges or levies which are a Lien but not yet\n     due and payable and Liens securing obligations under those\n     installment contracts, capital leases or vehicle or computer\n     hardware and software sales contracts that are disclosed on\n     the Schedule entitled \"Contracts\" and that will be assumed\n     by Buyer (collectively, \"Permitted Liens\").  The Schedule\n     entitled \"Fixed Assets\" attached hereto contains true,\n     correct and complete lists of all fixed assets with an\n     individual net book value in excess of $10,000 used in\n     connection with the Business as of the dates specified\n     therein.  No Company owns or holds any marketable\n     Securities.\n\n          (II) Allied has an authorized capital consisting solely\n     of 9000 shares of Common Stock, without par value, of which\n     928 shares, and only 928 shares, are issued and outstanding,\n     and of which none are held as treasury shares.  All of such\n     Allied Shares are duly authorized, validly issued, fully\n     paid and non-assessable, and there are no other securities\n     of Allied of any class issued, reserved for issuance or\n     outstanding.  There are no options, offers, warrants,\n     conversion rights, subscriptions, or agreements or rights of\n     any kind to subscribe for or to purchase, or commitments to\n     issue (either formal or informal, firm or contingent) shares\n     of capital stock or other securities of Allied, whether\n     debt, equity or a combination thereof, or obligating Allied\n     to grant, extend or enter into any such agreement or\n     commitment.  The Allied Shareholders are the sole holders of\n     record and beneficial owners of such number of Allied Shares\n     as are set forth on Schedule 1.3.  Good, valid and\n     marketable title to the Allied Shares which the Allied\n     Shareholders purport to own is held by the Allied\n     Shareholders, free and clear of all Liens and Claims.  The\n     certificates and other documents representing the Allied\n     Shares to be delivered to Buyer at the Closing are valid and\n     genuine.\n\n          (e)  Real Property.  The Schedule entitled \"Real Estate\n     and Leases\" attached hereto contains a true, correct and\n     complete list of all instruments and agreements creating any\n     interest or right in real property relating to the Business,\n     or leased or occupied by any Company.  No Seller other than\n     the Allied Shareholders owns or has any rights to any fee\n     interest in real property; neither Allied Shareholder owns\n     or has any rights to any fee interest in real property that\n     has ever been used in connection with the Business.  True,\n     correct and complete copies of the instruments and\n     agreements identified in such Schedule have been delivered\n     to Buyer.  Each such instrument and agreement is in full\n     force and effect and is a legal, binding, and enforceable\n     obligation of the applicable Seller or Allied.  Each Company\n     has the right to quiet enjoyment of all real property\n     subject to leaseholds under any such instruments, for the\n     full term of each such lease and, subject to proper exercise\n     thereof, any renewal option related thereto.  There has been\n     no disturbance of or challenge to any Company's quiet\n     possession under each such lease, and no leasehold or other\n     interest of any Company in such real property is subject to\n     or subordinate to any Liens except  Permitted Liens.\n     Neither the whole nor any portion of any real property\n     leased or occupied by any Company has been condemned,\n     requisitioned or otherwise taken by any Governmental\n     Authority, and, to Sellers' knowledge, no such condemnation,\n     requisition or taking is threatened or contemplated.  To\n     Sellers' knowledge, no building, structure, fixture or\n     appurtenance comprising part of the real properties of any\n     Company has any material defects or is in need of\n     maintenance or repair, except for ordinary maintenance and\n     repairs.\n\n          (f)  Leases.  Each Lease Agreement described on the\n     Schedule entitled \"Real Estate and Leases\" has not been\n     modified, altered, terminated or revoked, and is in full\n     force and effect.  No Company, as the present tenant under\n     its respective Lease Agreements, is in default under any of\n     the terms of such Lease Agreements, and there are no\n     existing facts or conditions which could give rise to any\n     such default.  To Sellers' knowledge, the present lessors\n     under the Lease Agreements, are not in default thereunder,\n     or in breach thereof, and there are no existing facts or\n     conditions which could give rise to any such breach or\n     default.\n\n          (g)  Contracts.  The Schedule entitled \"Contracts\"\n     attached hereto contains a complete list or summary\n     description of (i) each license, contract, agreement,\n     commitment and undertaking (whether written or oral)\n     (A) relating to the Business or to which any Company is a\n     party (1) which involves the purchase of inventories or the\n     sale of products, and involves aggregate future payments in\n     excess of $50,000, or which extends for a period of more\n     than one year, or (2) which does not involve the purchase of\n     inventories or the sale of products, and involves aggregate\n     future payments in excess of $50,000 or extends for a period\n     of more than one year, (B) between any Company and any\n     distributor, manufacturers' agent or selling agent used or\n     retained in connection with the Business, or pursuant to\n     which any Company sells or distributes Products, in each\n     case described in this subsection (B) regardless of the size\n     or term or such licenses, contracts, agreements, commitments\n     and undertakings, (ii) each loan or credit agreement,\n     promissory note, security agreement, guaranty, indenture,\n     mortgage, pledge or other agreement or instrument evidencing\n     indebtedness of any Company, or to which any Company is a\n     party, (iii) any conditional sale or other title retention\n     agreement, equipment obligation, or lease purchase agreement\n     involving (in the aggregate) amounts annually in excess of\n     $25,000 relating to any Company or the Business, or to which\n     any Company is a party, (iv) any power of attorney given by\n     any Company to any Person, firm or corporation or otherwise\n     relating to the Business or the Assets, (v) any non-\n     competition, restrictive covenant or other agreement that\n     restricts any Company or any employee, consultant, agent or\n     director of any Company from conducting the Business\n     anywhere in the world, (vi) each contract, agreement,\n     commitment or undertaking presently in effect, whether or\n     not fully performed, between any Company and any current or\n     former officer, director, consultant or other employee (or\n     group thereof) retained or employed in connection with the\n     Business, or any current or former shareholder (or group of\n     shareholders) of any Company, (vii) any contract, agreement,\n     commitment or undertaking evidencing the acquisition or\n     disposition by any Company of any business, all or\n     substantially all assets (other than Inventories in the\n     normal and ordinary course of business), or shares of\n     capital stock of any Person during the past five years or as\n     to which any material obligation or liability (contingent or\n     not) still exists, and (viii) any other contract, agreement,\n     commitment or undertaking that is material to the condition\n     (financial or otherwise), results of operations, properties,\n     assets, liabilities or business of any Company or the\n     Business (the items described in clauses (i) through (viii)\n     being herein collectively referred to as the \"Contracts\").\n     Each Company has performed all obligations required to be\n     performed by it to date under the Contracts, and neither any\n     Company nor, to Sellers' knowledge, any other party to any\n     Contract has breached or improperly terminated any Contract\n     by which it is bound, and there exists no condition or event\n     which after notice or lapse of time or both, would\n     constitute any such breach, termination or default by\n     Sellers or, to Sellers' knowledge, by any other party.  No\n     Company is a party to, and the Business does not involve,\n     any contracts, agreements, commitments or undertakings which\n     are subject to the Federal Acquisition Regulations,\n     Chapter 48 of the Code of Federal Regulations and all agency\n     supplements thereto, the Cost Accounting Standards set forth\n     in Chapter 4 of the Code of Federal Regulations, or the Cost\n     Principles set forth in Chapter 31 of the Code of Federal\n     Regulations.  Each of the Contracts is in full force and\n     effect, and is a legal, binding and enforceable obligation\n     of or against Sellers, except as such enforceability may be\n     limited by (i) bankruptcy, insolvency or similar laws\n     affecting creditors' rights generally or (ii) general\n     principles of equity, whether considered in a proceeding in\n     equity or at law.\n\n          (h)  Financial Statements.  Each Company has heretofore\n     delivered to Buyer the following financial statements\n     (collectively, together with the notes thereto and the\n     financial statements to be delivered pursuant to\n     Section 7.2(b), the \"Financial Statements\"):\n\n               (i)  the unaudited Balance Sheet of such Company\n                    (the \"Unaudited Balance Sheet\") as of\n                    November 30, 1999 (the \"Balance Sheet Date\"),\n                    and the unaudited Statement of Income of such\n                    Company for the eleven (11) months ended\n                    November 30, 1999 (collectively, the\n                    \"Unaudited Financial Statements\");\n\n               (ii) (A) the audited Balance Sheet of Allied as of\n                    May 31 1999, and the audited Statement of\n                    Income for the year ended May 31, 1999, and\n                    the audited Statement of Cash Flows for the\n                    year ended May 31, 1999, together with the\n                    footnotes thereto and the report thereon by\n                    Virchow, Krause & Co. LLP, certified public\n                    accountants, the audited Balance Sheet of\n                    Allied as of May 31,1998; the audited\n                    Statement of Income for the year ended\n                    May 31, 1998, and the audited Statement of\n                    Cash Flows for the year ended May 31, 1998,\n                    together with the footnotes thereto and the\n                    report thereon by Larson, Allen, Weishair & Co. LLP, certified public accountants; and\n                    the audited Balance Sheet of Allied as of\n                    May 31, 1997, the audited Statement of Income\n                    for the year ended May 31, 1997, and the\n                    audited Statement of Cash Flows for the year\n                    ended May 31, 1997, together with the\n                    footnotes thereto and the report thereon by\n                    Virchow, Krause & Co. LLP, certified public\n                    accountants; (B) the audited Balance Sheet of\n                    FPSI as of December 31, 1998, and the audited\n                    Statement of Income for the year ended\n                    December 31, 1998, and the audited Statement\n                    of Cash Flows for the year ended December 31,\n                    1998, together with the footnotes thereto and\n                    the report thereon by Virchow, Krause & Co.\n                    LLP, certified public accountants; the\n                    audited Balance Sheet of FPSI as of\n                    December 31, 1997, the audited Statement of\n                    Income for the year ended December 31, 1997,\n                    and the audited Statement of Cash Flows for\n                    the year ended December 31, 1997, together\n                    with the footnotes thereto and the report\n                    thereon by Virchow, Krause & Co. LLP,\n                    certified public accountants; (C) the\n                    reviewed Balance Sheet of Madison as of\n                    December 31, 1998, and the reviewed Statement\n                    of Income for the year ended December 31,\n                    1998, and the reviewed Statement of Cash\n                    Flows for the year ended December 31, 1998,\n                    together with the footnotes thereto and the\n                    report thereon by Virchow, Krause & Co. LLP,\n                    certified public accountants, the reviewed\n                    Balance Sheet of Madison as of December 31,\n                    1997, and the reviewed Statement of Income\n                    for the year ended December 31, 1997, and the\n                    reviewed Statement of Cash Flows for the year\n                    ended December 31, 1997, together with the\n                    footnotes thereto and the report thereon by\n                    Virchow, Krause & Co. LLP, certified public\n                    accountants, the reviewed Balance Sheet of\n                    Madison as of December 31, 1996, and the\n                    reviewed Statement of Income for the year\n                    ended December 31, 1996, and the reviewed\n                    Statement of Cash Flows for the year ended\n                    December 31, 1996, together with the\n                    footnotes thereto and the report thereon by\n                    Virchow, Krause & Co. LLP, certified public\n                    accountants; and (D) the compiled Balance\n                    Sheet of Minocqua as of September 30, 1998,\n                    and the compiled Statement of Income for the\n                    year ended September 30, 1998, and the\n                    compiled Statement of Cash Flows for the year\n                    ended September 30, 1998, together with the\n                    footnotes thereto and the report thereon by\n                    Virchow, Krause & Co. LLP, certified public\n                    accountants, the compiled Balance Sheet of\n                    Minocqua as of September 30, 1997, and\n                    compiled Statement of Income for the year\n                    ended September 30, 1997, and the compiled\n                    Statement of Cash Flows for the year ended\n                    September 30, 1997, together with the\n                    footnotes thereto and the report thereon by\n                    Virchow, Krause & Co. LLP, certified public\n                    accountants, the compiled Balance Sheet of\n                    Minocqua as of September 30, 1996, and the\n                    compiled Statement of Income for the year\n                    ended September 30, 1996, and the compiled\n                    Statement of Cash Flows for the year ended\n                    September 30, 1996, together with the\n                    footnotes thereto and the report thereon by\n                    Virchow, Krause & Co. LLP, certified public\n                    accountants (collectively, the \"Audited\n                    Financial Statements\"); and\n\n               (iii)Each of the Financial Statements was prepared\n                    from the books and records kept by each\n                    Company for the Business, and fairly presents\n                    the financial position of each Company as of\n                    such dates, and the results of each Company's\n                    operations and each Company's cash flows for\n                    the periods then ended in accordance with\n                    generally accepted accounting principals\n                    (\"GAAP\") consistently applied (except, in the\n                    case of the Unaudited Financial Statements,\n                    for normally recurring year-end adjustments,\n                    which adjustments will not be material,\n                    either individually or in the aggregate and\n                    without a Statement of Cash Flows) and\n                    without footnote disclosures, and the\n                    related internal accounting practices and\n                    policies of such Company disclosed on the Schedule\n                    entitled \"Financial Statements\" or in the\n                    notes to the Audited Financial Statements\n                    (the \"Accounting Practices\").  Except as\n                    set forth in the Schedule entitled \"Changes\n                    in Circumstances\" or the Financial Statements,\n                    since the Balance Sheet Date, (x) the\n                    Companies' business, working capital and\n                    cash flow have been managed and operated in\n                    the ordinary and normal course of business\n                    consistent with past practice, (y) neither\n                    the Companies nor any of their affiliates\n                    have accelerated or materially altered\n                    the collection or management of any Accounts\n                    Receivable, or extended the payment term\n                    of or materially altered any Assumed\n                    Liabilities, including, without limitation,\n                    account payables and expenses of the\n                    Companies, and (z) there has been no\n                    material adverse change in the condition\n                    (financial or otherwise), results of operations,\n                    properties, assets, liabilities or business\n                    of any Company or the Business, nor has\n                    there been any event or condition of any\n                    character which has materially and adversely\n                    affected, or which would reasonably be expected to\n                    materially and adversely affect, the\n                    condition (financial or otherwise), results\n                    of operations, properties, assets,\n                    liabilities or business of any Company\n                    (other than as a result of any matter set forth\n                    in the proviso to Section 6.1(c)).  The\n                    Unaudited Balance Sheet reflects all\n                    properties and assets, real, personal or\n                    mixed, that are currently used in connection\n                    with each Company's Business and which\n                    would be required under GAAP to be shown in\n                    the Financial Statements, except for\n                    (A) inventory purchased or sold consistent\n                    with past practice and in the ordinary\n                    and normal course of business since the\n                    Balance Sheet Date, (B) other immaterial\n                    properties and assets (other than capital assets)\n                    purchased or sold since the Balance Sheet\n                    Date consistent with past practice and\n                    in the ordinary and normal course of business,\n                    (C) capital assets purchased since the Balance \n                    Sheet Date in the ordinary course of\n                    business consistent with past practice,\n                    and (D) purchase commitments that are for\n                    immaterial properties and assets or are\n                    disclosed on the Schedule entitled\n                    \"Liabilities\".\n\n          (i)  Liabilities.  Except as disclosed in paragraphs 1\n     or 3 of  the Schedule entitled \"Changes in Circumstances\",\n     no Company has any liabilities or obligations of any nature\n     whatsoever, whether absolute, accrued, contingent or\n     otherwise, and whether known or unknown, including, without\n     limitation, liabilities for Taxes, forward or long-term\n     commitments, or unrealized or anticipated losses from any\n     unfavorable conditions or occurrences, or from write-downs\n     or write-offs of assets (including Inventories and Accounts\n     Receivable), except for those (i) reflected or reserved on\n     the Unaudited Balance Sheet, (ii) incurred or accrued since\n     the Balance Sheet Date in the ordinary and normal course of\n     the Companies' business in transactions in the ordinary and\n     normal course, consistent with past practice, which\n     transactions are consistent with the representations,\n     warranties, covenants, obligations and agreements contained\n     in this Agreement, (iii) arising, in the ordinary course of\n     business, under Contracts (exclusive of any liabilities or\n     obligations arising from breaches or defaults by any\n     Company), or (iv) set forth on Schedule 2.1(b) attached\n     hereto.\n\n          (j)  Accounts Receivable; Collection; Trade Payables.\n     Except for Accounts Receivable with respect to which\n     applicable reserves are set forth on the Unaudited Balance\n     Sheet, all Accounts Receivable included in the Assets and\n     outstanding as of the Closing Date will represent sales\n     actually made in the ordinary and normal course of business.\n     To Sellers' knowledge, other than as provided for in\n     reserves as contemplated above, there are no counterclaims\n     or setoffs against (or any basis therefor), or any other\n     matter or condition likely to interfere with full and timely\n     collection of, any of such Accounts Receivable.  The\n     Schedule entitled \"Accounts Receivable\" sets forth an aged\n     listing by Customer of the Accounts Receivable included in\n     the Assets that are outstanding as of December 31, 1999.  No\n     Company has experienced or suffered undue delay in its\n     payment of its liabilities and obligations to its trade\n     creditors (including suppliers) or trade debt.\n\n          (k)  Inventories.  Except as set forth in the Schedule\n     entitled \"Financial Statements\", the value at which the\n     Inventory included in the Assets is carried on the Unaudited\n     Balance Sheet reflects the lower of cost or market value or\n     as otherwise described in the notes to the Financial\n     Statements and reflects writeoffs or writedowns for damaged\n     or obsolete items, or items of below standard quality, in\n     accordance with the historical inventory policy and\n     practices of the Companies, a complete and accurate\n     description of which is included in the description of the\n     Accounting Practices set forth in the Schedule entitled\n     \"Financial Statements\".  The Inventory, taken as a whole,\n     included in the Assets is not (as of the date hereof) and\n     will not be (as of the Closing Date) excessive in kind or\n     amount in light of the ordinary and normal course of conduct\n     and reasonably anticipated needs of the Business.\n\n          (l)  Litigation.  Except as set forth on the Schedule\n     entitled \"Litigation\", no Company is subject to any order\n     of, or written agreement or memorandum or understanding\n     with, any Governmental Authority, and there exists no\n     litigation, action, suit, claim or proceeding pending, or,\n     to Sellers' knowledge, any litigation, action, suit,\n     investigation, claim or proceeding threatened against or\n     affecting any Company, the Business or the Assets, or which\n     would affect the transactions contemplated by this\n     Agreement, at law or in equity or before any Governmental\n     Authority, including, without limitation, claims for product\n     warranty, product liability, antitrust, unfair competition,\n     price discrimination or other liability or obligation\n     relating to Products, whether manufactured, installed or\n     sold by any Company, any of its Affiliates or any of their\n     respective predecessors-in-interest in respect of the\n     Business, or which would adversely affect the transactions\n     contemplated by this Agreement, and, to Sellers' knowledge,\n     no one has grounds to assert any such litigation, action,\n     suit, claim or proceeding.  Set forth on the Schedule\n     entitled \"Litigation\" is a description of (i) all\n     litigation, actions, suits, investigations, claims and\n     proceedings asserted, brought or threatened against any\n     Company or its Affiliates or predecessors-in-interest in\n     respect of the Business during the three-year period\n     preceding the date hereof, together with a description of\n     the outcome or present status thereof, and (ii) all\n     judgments, orders, decrees, writs or injunctions entered\n     into by, in favor of, or against any Company.\n\n          (m)  Customers and Suppliers.  No Company is involved\n     in any material controversy with any of the customers or\n     suppliers to the Business.  The Schedule entitled \"Customers\n     and Suppliers\" sets forth a true, correct and complete list\n     of the Companies' (i) 20 largest customers in terms of sales\n     of the Companies, taken as a whole, during the twelve (12)-\n     month period ended December, 1999 and (ii) suppliers that,\n     during the twelve (12) months ended December, 1999,\n     individually accounted for $200,000 or more of the\n     Companies', taken as a whole, orders for the purchase of raw\n     materials, supplies, equipment or parts.  Except for the\n     customers and suppliers named in the Schedule entitled\n     \"Customers and Suppliers\", the Companies have not had any\n     customer who accounted for more than 5% of the Companies'\n     sales during the period from January to December 1999, or\n     any supplier from whom the Companies purchased more than 5%\n     of the goods or services purchased during the period from\n     January to December 1999.  Except as otherwise disclosed in\n     the Schedule entitled \"Contracts\", no Company has been\n     advised by any such customer or supplier, that such customer\n     or supplier was or is intending to terminate its\n     relationship with such Company or would not continue to\n     purchase supplies or services for future periods on account\n     of any dissatisfaction with such Company's performance.  All\n     business placed by all employees of each Company has been\n     placed in the name of such Company, and all fees on such\n     business have been paid to and are the property of such\n     Company.\n\n          (n)  Regulatory Compliance.  Except as set forth on the\n     Schedule entitled \"Litigation\", the Business has been\n     conducted, all Assets have been maintained and each Company\n     is currently in compliance with all applicable Laws\n     (including, without limitation, all laws relating to zoning,\n     building codes, civil rights, occupational health and\n     safety, antitrust, consumer protection, currency exchange,\n     equal opportunity, pensions, securities and trading-with-the-\n     enemy), except to the extent that failure to comply would\n     not, individually or in the aggregate, result in a Material\n     Adverse Effect upon the Companies, taken as a whole, and no\n     material expenditures are or will be required to comply with\n     any such laws, regulations and orders of Governmental\n     Authorities.  No Company is in default under, and no event\n     has occurred which, with the lapse of time or action by a\n     third party, could result in default under, the terms of any\n     judgment, decree, order, writ or injunction of any\n     Governmental Authority, whether at law or in equity, to\n     which such Company is a party.\n\n          (o)  Brokers, Finders and Agents.  No Company is\n     directly or indirectly obligated to anyone acting as a\n     broker, finder or in any other similar capacity in\n     connection with this Agreement or the transactions\n     contemplated hereby, except as provided in Section 9.2.(p)\n     Intellectual Property.  The Schedule entitled \"Intellectual\n     Property\" attached hereto sets forth a complete and correct\n     list (with an indication of the record owner and identifying\n     number) of all patents, trademarks, service marks, trade\n     names, domain names and copyrights for which registrations\n     have been obtained (and all applications for, or extensions\n     or reissuances of, any of the foregoing) which are or have\n     been used in the conduct of, or which relate to, the\n     Business or which are owned by any Company.  True, correct\n     and complete copies of such patents, trademarks, service\n     marks, trade names, domain names and copyrights (and all\n     applications for, or extensions or reissuances of, any of\n     the foregoing) identified on such Schedule have been\n     delivered to Buyer.  Except as otherwise disclosed in the\n     Schedule entitled \"Intellectual Property\", each Company is\n     the sole owner and has the exclusive right to use, free and\n     clear of any payment, restriction or encumbrance, all such\n     patents, trademarks, service marks, trade names, domain\n     names and copyrights listed on such Schedule under such\n     Company's name  No patents, trademarks, service marks, trade\n     names, domain names and copyrights (or applications for, or\n     extensions or reissuances of any of the foregoing) which are\n     or have been used in the conduct of, or which relate to, the\n     Business are owned otherwise than by such Company.  There is\n     no claim or demand of any Person pertaining to, or any\n     proceedings which are pending or, to Sellers' knowledge,\n     threatened, which challenge (i) the exclusive rights of the\n     Companies in respect of any patents, trademarks, service\n     marks, trade names, domain names or copyrights (or\n     applications for, or extensions or reissuances of, any of\n     the foregoing) which are or have been used in the conduct\n     of, or which relate to, the Business or which are owned by\n     such Company, or (ii) the rights of any Company in respect\n     of any processes, formulas, confidential information, trade\n     secrets, know-how, engineering data, technology or other\n     intellectual property (including the Intangibles) which are\n     or have been used in the conduct of, or which relate to, the\n     Business or which are owned by such Company.  No patent,\n     trademark, service mark, trade name, domain name, copyright,\n     process, formulas, confidential information, trade secret,\n     know-how, engineering data, technology or other intellectual\n     property (including the Intangibles) which is owned by any\n     Company or which is or has been used in the conduct of, or\n     which relates to, the Business is subject to any outstanding\n     order, ruling, decree, judgment or stipulation by or with\n     any Governmental Authority or any contract, agreement,\n     commitment or undertaking with any Person, or infringes or,\n     to Sellers' knowledge, is being infringed by others or is\n     used by others (whether or not such use constitutes\n     infringement).  To Sellers' knowledge, the Business does not\n     involve employment of any Person in a manner which violates\n     any non-competition or non-disclosure agreement which such\n     Person entered into in connection with any former\n     employment.  All patents, trademarks, service marks, trade\n     names, domain names or copyrights (or applications for, or\n     extensions or reissuances of, any of the foregoing) or\n     processes, formulas, confidential information, trade\n     secrets, know-how, engineering data, technology or other\n     intellectual property, or rights thereto, owned or held,\n     directly or indirectly by any officer, director,\n     shareholder, employee or any Affiliate of any Company or any\n     Seller have been, or prior to the Closing Date will have\n     been, duly and effectively transferred to the Companies.\n     Set forth on the Schedule entitled \"Intellectual Property\"\n     is a description all litigation, actions, suits,\n     investigations, claims and proceedings, asserted, brought or\n     threatened against the Company within the three (3) years\n     preceding the date hereof, together with a description of\n     the outcome or present status thereof, relating to any\n     patent, trademark, service mark, trade name, domain name,\n     copyright, process, formula, confidential information, trade\n     secret, know-how, engineering data, technology or other\n     intellectual property.\n\n          (q)  Permits.  The Schedule entitled \"Permits\" attached\n     hereto contains a true, correct and complete list of all\n     Permits issued to any Company.  Each Company has, and is in\n     full compliance with, all Permits which are necessary or\n     required for the operation of the Business as it is\n     currently being operated and its present activities on its\n     properties and facilities, all of which Permits are in full\n     force and effect, except to the extent (i) detailed on the\n     Schedule entitled \"Permits\" (all of which such Permits not\n     in full force and effect at Closing will be obtained, at\n     Sellers' sole cost and expense, within ninety (90) days of\n     Closing) or (ii) that failure to obtain such Permits or so\n     comply would not, individually or in the aggregate, result\n     in a Material Adverse Effect upon the Companies, taken as a\n     whole.  No Company's operation of the Business during the\n     pendency of its applications, if any, for Permits violates\n     any law, regulation or order of any Governmental Authority.\n\n          (r)  Employee Relations; Collective Bargaining\n     Agreements.  There are no material controversies, including\n     strikes, disputes, slowdowns or work stoppages, pending, or\n     to Sellers' knowledge, threatened which involve any\n     employees of any Company.  Each Company has complied and is\n     complying with all Laws relating to the employment of labor,\n     including, without limitation, any provision thereof\n     relating to wages, hours, collective bargaining, employee\n     health, safety and welfare, and the payment of social\n     security and similar taxes,  except to the extent that\n     failure to comply would not, individually or in the\n     aggregate, result in a Material Adverse Effect upon the\n     Companies, taken as a whole.  No Company has experienced any\n     material labor difficulties, including, without limitation,\n     strikes, slowdowns, or work stoppages, within the five-year\n     period preceding the date hereof.   No Company is a party to\n     any collective bargaining or union contract, and to Sellers'\n     knowledge, there exists no current union organizational\n     effort with respect to any Company's employees.\n\n          (s)  Employees and Employee Plans.  (1) Except as set\n     forth on Schedule 5.1(s)(2), no Company is or was a party\n     to, maintains or has maintained, or contributes or has\n     contributed to, any (A) severance or employment agreement\n     with any current or former director, officer or employee,\n     (B) severance plan, program, policy or arrangement, (C) plan\n     or arrangement relating to its current or former directors,\n     officers or employees which contains change in control\n     provisions, (D) any Employee Plan, or (E) any collective\n     bargaining agreement or consulting agreement (clauses (A)\n     through (E) are, collectively, the \"Company Plans\"), nor has\n     any such Company or any officers or directors of any such\n     Company, taken any action directly or indirectly which\n     obligates such Company to institute or modify or change any\n     such Company Plan, any change in any actuarial or other\n     assumption used to calculate funding obligations with\n     respect to any Company Plan, or any change in the manner in\n     which contributions to any Company Plan are made or the\n     basis on which such contributions are determined.\n\n               (2)  Schedule 5.1(s)(2) lists each Company Plan.\n          True, complete and correct copies of each Company Plan\n          and summary plan description, the most recent Internal\n          Revenue Service determination letters, the most recent\n          annual reports on Internal Revenue Service Form 5500\n          and actuarial reports, if applicable, and if not\n          applicable, statement of trust assets, have been made\n          available and delivered to Buyer.\n\n               (3)  With respect to each Company Plan, and to any\n          other employee benefit plan, program, agreement or\n          arrangement to which a Company or any other trade or\n          business, whether or not incorporated (an \"ERISA\n          Affiliate\"), that together with such Company would be\n          deemed a \"single employer\" within the meaning of\n          Section 414(b), (c), (m) or (o) of the Internal Revenue\n          Code of 1986, as amended (the \"Code\"), has made, or was\n          required to make, contributions at any time prior to\n          the date hereof, no event has occurred, and to Seller's\n          knowledge there exists no condition or set of\n          circumstances, in connection with which any such\n          Company could be subject to any liability under ERISA,\n          the Code or any other applicable law.\n\n               (4)  Each Company Plan has been administered in\n          accordance with its terms, and each Company Plan has\n          been operated and is in compliance with the applicable\n          provisions of ERISA, the Code and all other applicable\n          laws.  Each Company Plan that is intended to be\n          qualified under Section 401(a) or 401(k) of the Code is\n          so qualified and has received a favorable determination\n          letter from the Internal Revenue Service (the \"IRS\")\n          with respect to its qualified status covering the Tax\n          Reform Act of 1986 and any other legislation for which\n          the applicable remedial amendment period has expired,\n          and each trust established in connection with any\n          Company Plan that is intended to be exempt from federal\n          income taxation under Section 501(a) of the Code has\n          received a determination letter from the IRS that such\n          trust is so exempt, and no fact or event has occurred\n          since the date of any determination letter from the IRS\n          which is reasonably likely to adversely affect the\n          qualified status of any such Company Plan or the exempt\n          status of any such trust.  There are no pending or\n          threatened or anticipated claims, investigations or\n          audits under or with respect to any Company Plan by or\n          on behalf of any current or former director, officer or\n          employee, or dependent or beneficiary thereof, or\n          otherwise (other than routine claims for benefits).\n          All contributions required to be made by each Company\n          under applicable Law or the terms of any Company Plan\n          or collective bargaining agreement as of the Closing\n          Date have been made as of such date.\n\n               (5)  No Company Plan is, and no Company or ERISA\n          Affiliate has ever maintained or contributed to, (i) a\n          \"defined benefit plan\"(as defined in Section 3(35) of\n          ERISA), (ii) a \"multiemployer plan\" within the meaning\n          of Section 3(37) of ERISA, (iii) a \"multiple employer\n          plan\" within the meaning of Code Section 413 or a\n          \"multiple employer welfare arrangement\" within the\n          meaning of Section 3(40) of ERISA, or (iv) a \"welfare\n          benefit fund\" as defined in Section 419(e) of the Code.\n\n               (6)  Except as disclosed on Schedule 5.1(s)(2), no\n          Company Plan provides medical, life or other welfare\n          benefits (whether or not insured), with respect to any\n          current or former employee of any Company after\n          retirement or other termination of service (other than\n          coverage mandated by applicable law).  With respect to\n          any contract or arrangement with an insurance company\n          providing funding under any Company Plan, there is no\n          material liability for any retroactive rate adjustment.\n          Each Company has the right to amend or terminate its\n          participation with respect to each Company Plan which\n          it maintains or in which participates.  Each Company\n          Plan that is a \"group health plan,\" as defined in\n          Section 5000 of the Code has been operated in\n          compliance with Section 4980B of the Code and the\n          secondary payor requirements of Section 1862(b) of the\n          Social Security Act.\n\n               (7)  Except as disclosed on Schedule 5.1(s)(2), no\n          current or former employee of any Company will be\n          entitled to any payment, additional benefits or any\n          acceleration of the time of payment or vesting of any\n          benefits under any Company Plan as a result of the\n          transactions contemplated by this Agreement (either\n          alone or in conjunction with any other event such as a\n          termination of employment) and no trustee under any\n          \"rabbi trust\" or similar arrangement in connection with\n          any Company Plan will be entitled to any payment as a\n          result of the transactions contemplated by this\n          Agreement.\n\n               (8)  None of the Companies or any of their current\n          or former directors, officers, employees or any other\n          \"fiduciary\", as such term is defined in Section 3(21)\n          of ERISA, has committed any breach of fiduciary\n          responsibility imposed by ERISA or any other applicable\n          law with respect to the Company Plans which would\n          subject Buyer, any Company or any of their respective\n          directors, officers or employees to any material\n          liability under ERISA or any applicable law.\n               \n               (9)  None of the Companies has incurred any\n          liability under Title IV of ERISA, any lien under Code\n          Section 401(a)(29) or any material liability for any\n          tax or civil penalty imposed by Sections 4971, 4975 or\n          4976 of the Code or Section 502 of ERISA and no\n          condition or set of circumstances exists that presents\n          a risk to any of the Companies of incurring any such\n          lien or liability.\n\n               (10) Each Company (A) is in compliance in all\n          material respects with all applicable laws respecting\n          employment, employment practices, terms and conditions\n          of employment and wages and hours (including, but not\n          limited to, WARN, the Age Discrimination in Employment\n          Act, as amended, the Civil Rights Act of 1964, as\n          amended, the Equal Pay Act, the Occupational Safety and\n          Health Act, the Fair Labor Standards Act, the Americans\n          with Disability Act of 1990, the Family and Medical\n          Leave Act of 1993, the Immigration and Nationality Act\n          of 1952, as amended by the Immigration Reform and\n          Control Act of 1986 and the regulations promulgated\n          thereunder, and any other federal, state or local law\n          regulating employment or protecting employee rights),\n          in each case, with respect to current and former\n          employees and independent contractors of the Company,\n          (B) has withheld all material amounts required by\n          applicable laws or by agreement to be withheld from the\n          wages, salaries and other payments to such current and\n          former employees and independent contractors, (C) is\n          not liable for any arrears of wages or any taxes or any\n          penalty for failure to comply with any of the\n          foregoing, and (D) is not liable for any payment to any\n          trust or other fund or to any governmental entity with\n          respect to unemployment compensation benefits, workers\n          compensation, social security or other benefits for\n          current or former employees and independent contractors\n          of any Company.\n\n               (11) Except as provided on Schedule 5.1(s)(11),\n          each Company Plan covers only those employees who are\n          employed by a Company (and their eligible spouses and\n          beneficiaries), except for persons covered for medical\n          benefits under an employee welfare benefit plan\n          pursuant to COBRA (as hereinafter defined).\n\n          (t)  Environmental and Safety Compliance.\n\n               (i)  General.  Except as disclosed on the Schedule\n          entitled \"Environmental Matters\", no Company, nor, to\n          Sellers' knowledge, any other previous owner, tenant,\n          occupant or user of the real property, including Leased\n          Property, listed on the Schedule entitled \"Real Estate\n          and Leases,\" (hereinafter collectively referred to as\n          the \"Property\") nor, to Sellers' knowledge, any other\n          Person, has engaged in or permitted any operations or\n          activities upon, or any use or occupancy of the\n          Property, or any portion thereof, resulting in the\n          emission, release, discharge, transport, dumping or\n          disposal of any Hazardous Materials (as hereinafter\n          defined) on, from, under, in or about the Property,\n          nor, to Sellers' knowledge, have any Hazardous\n          Materials migrated or been transported from the\n          Property to, upon, about or beneath other properties,\n          nor, to Sellers' knowledge, have any Hazardous\n          Materials migrated or been transported or threatened to\n          migrate or be transported from other properties to,\n          upon, about or beneath the Property.\n\n               (ii) Specific Environmental Representations and\n          Warranties.  Except as specified in the Schedule\n          entitled \"Environmental Matters\":\n\n          (A)  To Sellers' knowledge, there is not, nor has there\n               been, constructed, placed, deposited, stored,\n               disposed of or located on the Property any\n               asbestos in any form which has become friable.\n\n          (B)  To Sellers' knowledge, no underground\n               improvements, including but not limited to\n               treatment or storage tanks, sumps, or water, gas\n               or oil wells, are or have been located on the\n               Property.\n\n          (C)  To Sellers' knowledge, there are no\n               polychlorinated biphenyls (PCBs) or transformers,\n               capacitors, ballasts, or other equipment which\n               contains dielectric fluid containing PCBs at\n               levels in excess of fifty parts per million\n               (50ppm) constructed, placed, deposited, stored,\n               disposed of or located on the Property.\n\n          (D)  The Property and its existing uses and activities\n               and, to Sellers' knowledge, its prior uses and\n               activities, comply and have at all times complied\n               in all material respects with all Environmental\n               Requirements (as hereinafter defined), and each\n               Company has obtained all Permits necessary under\n               applicable Environmental Requirements, except to\n               the extent that failure to comply or obtain such\n               Permits would not, individually or in the\n               aggregate, result in a Material Adverse Effect\n               upon the Companies, taken as a whole.\n\n          (E)  No Company, nor to Sellers' knowledge, any prior\n               owner or occupant of the Property, has received\n               any notice or other communication concerning any\n               alleged violation of Environmental Requirements,\n               whether or not corrected to the satisfaction of\n               the appropriate authority, nor any notice or other\n               communication concerning alleged liability for\n               Environmental Damages in connection with the\n               Property, and there exists no judgment, decree,\n               order, writ or injunction outstanding, nor any\n               litigation, action, suit, claim (including\n               citation or directive) or proceeding pending or,\n               to the Sellers' knowledge, any litigation, action,\n               suit, investigation, claim or proceeding\n               threatened, relating to the ownership, use,\n               maintenance or operation of the Property by any\n               Person, or from the alleged violation of\n               Environmental Requirements, or from the suspected\n               presence of quantities of Hazardous Material\n               thereon or potential migration thereto, nor, to\n               Sellers' knowledge, are there any existing facts\n               or conditions which could give rise to any such\n               violation or liabilities.\n\n               (iii)     Definitions.\n\n          (A)  For purposes of this Section 5.1(t), the term\n               \"Hazardous Material\" means any substance:\n\n               (1)  the presence of which requires investigation\n                    or remediation under any federal, state or\n                    local statute, regulation, ordinance, order,\n                    action, policy or common law; or\n\n               (2)  which is or has been identified as a\n                    potential \"hazardous waste,\" \"hazardous\n                    substance,\" pollutant or contaminant under\n                    any federal, applicable state or local\n                    statute, regulation, rule or ordinance or\n                    amendments thereto including, without\n                    limitation, the Comprehensive Environmental\n                    Response, Compensation and Liability Act (42\n                    U.S.C. Sections 9601 et seq.) and\/or the Resource\n                    Conservation and Recovery Act (42 U.S.C.\n                    Sections 6901 et seq.); or\n\n               (3)  which is toxic, explosive, corrosive,\n                    flammable, infectious, radioactive,\n                    carcinogenic, mutagenic, reactive, or\n                    otherwise hazardous and has been identified\n                    as regulated by any Governmental Authority.\n\n          (B)  For purposes of this Section 5.1(t) the term\n               \"Environmental Requirements\" means all applicable\n               Laws, Permits and similar items of all\n               Governmental Authorities and all applicable\n               judicial, administrative, and regulatory\n               judgments, decrees, orders, writs or injunctions\n               relating to the protection of human health or the\n               environment, including, without limitation:\n\n               (1)  All requirements pertaining to reporting,\n                    licensing, permitting, investigation, and\n                    remediation of emissions, discharges,\n                    releases, or threatened releases of Hazardous\n                    Materials;\n\n               (2)  All requirements pertaining to the protection\n                    of the health and safety of employees or the\n                    public; and\n\n               (3)  All other limitations, restrictions,\n                    conditions, standards, prohibitions,\n                    obligations, schedules and timetables\n                    contained therein or in any notice or demand\n                    letter issued, entered, promulgated or\n                    approved thereunder.\n\n          (C)  For purposes of this Section 5.1(t), the term\n               \"Environmental Damages\" means any and all\n               Liabilities (as defined in Section 11.1) which are\n               incurred at any time as a result of the existence\n               or disposal prior to Closing of Hazardous Material\n               upon, about, from, beneath the Property or\n               migrating or threatening to migrate to or from the\n               Property, or the existence of a violation of\n               Environmental Requirements pertaining to the\n               Property, regardless of whether the existence of\n               such Hazardous Material or the violation of\n               Environmental Requirements arose prior to the\n               present ownership or operation of the Property,\n               and including without limitation:\n\n               (1)  Damages for personal injury, or injury to\n                    property or natural resources occurring upon\n                    or off of the Property, foreseeable or\n                    unforeseeable, including, without limitation,\n                    lost profits, consequential damages, the cost\n                    of demolition and rebuilding of any\n                    improvements on real property, interest and\n                    penalties;\n\n               (2)  Fees incurred for the services of attorneys,\n                    consultants, contractors, experts,\n                    laboratories and all other costs incurred in\n                    connection with the investigation or\n                    remediation of such Hazardous Materials or\n                    violation of Environmental Requirements\n                    including, but not limited to, the\n                    preparation of any feasibility studies or\n                    reports or the performance of any cleanup,\n                    remediation, removal, response, abatement,\n                    containment, closure, restoration or\n                    monitoring work required by any Governmental\n                    Authority, or reasonably necessary to make\n                    full economic use of the Property or any\n                    other property in a manner consistent with\n                    its intended use or otherwise expended in\n                    connection with such conditions, and\n                    including without limitation any attorneys'\n                    fees, costs and expenses incurred in\n                    enforcing this Agreement or collecting any\n                    sums due hereunder;\n\n               (3)  Liability to any third Person or Governmental\n                    Authority to indemnify such Person or agency\n                    for costs expended in connection with the\n                    items referenced in subparagraph (C)(2) of\n                    this Section 5.1(t); and\n\n               (4)  Diminution of the value of the Property, and\n                    damages for the loss of business and\n                    restriction on the use of or adverse impact\n                    on the marketing of rentable or usable space\n                    or of any amenity of the Property.\n\n          (u)  Changes in Circumstances.  Except as disclosed in\n     the Schedule entitled \"Changes in Circumstances\", since the\n     Balance Sheet Date no Company has (i) sold, transferred or\n     otherwise disposed of any properties or assets (including\n     the Assets) outside the ordinary and normal course of\n     business or to any Affiliate of any Company; (ii) mortgaged,\n     pledged or subjected to any Lien, any of the Assets;\n     (iii) acquired any property or assets (including the Assets)\n     outside the ordinary and normal course of business or from\n     any Affiliate of any Company; (iv) sustained any material\n     damage, loss or destruction of or to the Assets (whether or\n     not covered by insurance); (v) entered into any transaction\n     or otherwise conducted the Business other than in the\n     ordinary and normal course; (vi) except as disclosed on the\n     Schedule entitled \"Employee Benefits\", granted any salary\n     increase or bonus or permitted any advance to any officer,\n     director or employee, instituted or granted any general\n     salary increase to the employees of any Company or entered\n     into any new, or altered or amended any existing, Employee\n     Plan or any employment or consulting agreement; (vii) made\n     any borrowing, whether or not in the ordinary and normal\n     course of business, issued any commercial paper or\n     refinanced any existing borrowings (other than Retained\n     Liabilities representing amounts drawn on existing lines of\n     credit or similar extensions of credit disclosed on the\n     Schedule entitled \"Changes in Circumstances\"); (viii) paid\n     any obligation or liability (fixed or contingent), other\n     than in the ordinary and normal course of business,\n     discharged or satisfied any Lien, or settled any claim,\n     liability or suit pending or threatened; (ix) entered into\n     any licenses or leases other than in the ordinary and normal\n     course of business; (x) made any loans or gifts other than\n     in the ordinary and normal course of business;\n     (xi) modified, amended, canceled or terminated any contracts\n     or commitments under circumstances that have had or could\n     reasonably be expected to have, a Material Adverse Effect\n     upon the Companies, taken as a whole; (xii) declared or\n     paid, or become obligated to declare or pay, any dividend or\n     disbursed or become obligated to disburse cash except in the\n     ordinary and normal course; (xiii) made capital expenditures\n     or commitments other than in the ordinary course of business\n     consistent with past practice for additions to property,\n     plant or equipment; (xiv) written down the value of any\n     Inventory or written off as uncollectible any notes or\n     Accounts Receivable or any portion thereof; (xv) canceled\n     any other debts or claims or waived any rights of\n     substantial value; (xvi) made any material change in any\n     method of accounting or accounting practice; (xvii) paid,\n     accrued or incurred any management or similar fees to any\n     Related Party (as hereinafter defined) or made any other\n     payment or incurred any other liability to a Related Party\n     or paid any amounts to or in respect of, or sold or\n     transferred any assets to, any company or other entity, a\n     substantial portion of the equity ownership interest of\n     which is owned by any Company, any Seller or a Related Party\n     individually or as a group; (xviii) taken or omitted to take\n     any action which would cause to be breached, or might result\n     in a breach of, any of the representations, warranties,\n     covenants, obligations and agreements of any Seller\n     contained in Sections 5.1(e), (f), (g), (s) or (z) if the\n     same were made anew immediately after such act or omission;\n     or (xix) agreed to, or obligated itself to, do anything\n     identified in (i) through (xviii) above.  For purposes of\n     this Agreement, a \"Related Party\" is any trust, corporation,\n     partnership, limited liability company or other entity in\n     which any Seller or any of their Affiliates has a material\n     interest.\n\n          (v)  Taxes.  Except as set forth on Schedule 5.1(v)\n     attached hereto:\n\n               (i)  Each Company has prepared in good faith and\n                    duly filed or caused to be duly filed all Tax\n                    Returns (including without limitation in\n                    respect of estimated Taxes) required to be\n                    filed by it with the appropriate Governmental\n                    Authorities, or requests for extensions to\n                    file such Tax Returns have been timely filed\n                    and granted and have not expired.  All such\n                    Tax Returns were at the time of filing and\n                    are as of the date hereof true, correct and\n                    complete in all material respects.  All Taxes\n                    owed by each Company have been paid within\n                    the time and in the manner prescribed by law.\n\n               (ii) No claim has ever been made by a Taxing\n                    authority in a jurisdiction where any Company\n                    has never filed a Tax Return that any Company\n                    is or may be subject to taxation by that\n                    jurisdiction.  The attached Schedule 5.1(v)\n                    sets forth each state, local and foreign\n                    jurisdiction in which each Company (i) filed\n                    an income or franchise Tax Return, whether on\n                    a consolidated, combined or separate return\n                    basis, during the five year-period ended\n                    December 31, 1998, or (ii) collected or\n                    remitted any sales and\/or use Taxes during\n                    the five-year period ended December 31, 1998.\n\n               (iii)The Financial Statements reflect an adequate\n                    reserve in accordance with GAAP consistently\n                    applied for all Taxes payable by each Company\n                    for all Taxable periods and portions thereof\n                    accrued through the respective dates of such\n                    Financial Statements.  Any Taxes incurred or\n                    accrued by each Company since the Balance\n                    Sheet Date have arisen in the ordinary\n                    and usual course of business determined in\n                    the same manner as for the most recent\n                    taxable period ending on or before such date.\n                    All deficiencies for any Taxes that have\n                    been assessed against each Company have been\n                    fully paid, or are fully reflected as a\n                    liability in such Financial Statements in\n                    accordance with GAAP, or are being contested and an\n                    adequate reserve therefor has been\n                    established and is fully reflected in such\n                    Financial Statements.\n\n               (iv) No Company is a party to any pending audit,\n                    examination, action or proceeding for the\n                    assessment or collection of any Taxes, nor,\n                    to Sellers' knowledge, is any such audit,\n                    examination, action or proceeding threatened.\n\n               (v)  There are no Liens for Taxes (other than for\n                    current Taxes not yet due and payable) on the\n                    assets of any Company or the Allied Shares.\n\n               (vi) No issue has been raised by the IRS or any\n                    other applicable taxing authority in any\n                    examination of the federal, state, local or\n                    foreign income Tax Returns of any Company\n                    which, by application of the same or similar\n                    principles, reasonably could be expected to\n                    result in a proposed deficiency for any other\n                    period not so examined.  No Company is\n                    subject to any agreements, waivers or other\n                    arrangements extending the statute of\n                    limitations for the assessment, collection or\n                    levy of any Taxes for any Taxable year or\n                    other period.  Copies of all income or\n                    informational income Tax Returns of each\n                    Company filed for each of the past three (3)\n                    Taxable years have heretofore been delivered\n                    to Buyer and all such Tax Returns are listed\n                    on the attached Schedule 5.1(v).\n\n               (vii)Copies of all Tax agreements (including,\n                    without limitation, agreements providing\n                    for the allocation or sharing of or\n                    indemnification with respect to Taxes)\n                    to which any Company is a party, including\n                    any novations, transfers or assignments\n                    thereof, have heretofore been delivered to Buyer,\n                    and all such agreements are listed on the\n                    attached Schedule 5.1(v).\n\n               (viii)Allied has not filed a consent pursuant to,\n                     or agreed to the application of, Section 341(f) \n                     of the Code.\n\n               (ix) No Company has made any payments, is\n                    obligated to make any payments, or is a party\n                    to any agreement that could obligate it to\n                    make any payments, the deductibility of which\n                    would be disallowed (in whole or in part)\n                    under Section 280G of the Code.\n\n               (x)  None of the Allied Shareholders is a foreign\n                    person within the meaning of Section 1445 of\n                    the Code.\n\n               (xi) To Sellers' knowledge, there are no matters\n                    which give rise to a claim of any substantial\n                    understatement of federal income Taxes within\n                    the meaning of Section 6662 of the Code.\n\n               (xii)All Taxes that are required by law to be\n                    withheld or collected by each Company have\n                    been duly withheld or collected and, to\n                    the extent required, have been paid to the\n                    proper Governmental Authority or properly\n                    segregated or deposited as required by applicable\n                    law.\n\n               (xiii)No Company (A) has been a member of an\n                     affiliated group filing a consolidated\n                     federal income Tax Return, and (B) has any\n                     liability for the Taxes of any other person\n                     under Treas. Reg. Section 1.1502-6 (or any\n                     similar provision of state, local, or foreign\n                     law), as a transferee or successor, by\n                     Contract or otherwise.\n\n               (xiv)No Company has executed or entered into any\n                    closing agreement pursuant to Section 7121 of\n                    the Code, or any predecessor provision\n                    thereof, or any similar provision of\n                    state or local law.\n\n               (xv) No Company has taken any action in\n                    anticipation of the Closing not expressly\n                    required by this Agreement, or not in\n                    accordance with past practice, that would\n                    have the effect of deferring any liability\n                    for Taxes of any of the Companies to any\n                    Taxable period (or portion thereof) ending\n                    after the Closing Date.\n\n               (xvi)No Company is or will be required to include\n                    any amount in its gross income or exclude any\n                    amount of its deductions in any Taxable\n                    period ending after the Closing Date by\n                    reason of a change in accounting method\n                    in any Taxable period ending on or before\n                    the Closing Date.\n\n               (xvii)Except as may have been granted to the\n                     Companies' attorneys or accountants (which\n                     will be terminated at closing), no power\n                     of attorney has been granted by any Company\n                     with respect to any matter relating to Taxes\n                     which is currently in force.\n\n          For purposes of this Agreement, (i) the term \"Tax\"\n     (including, with correlative meaning, the terms \"Taxes\" and\n     \"Taxable\") means all federal, state, local, and foreign net\n     income, gross income, profits, franchise, gross receipts,\n     payroll, sales, employment, use, occupation, license, value\n     added, property, ad valorem, withholding, excise, user,\n     fuel, excess or windfall profits, alternative or add-on\n     minimum, custom duties, gains, transfer, documentary, stamp,\n     and other taxes, duties, fees, assessments or charges of any\n     nature whatsoever, together with all interest, penalties,\n     fines and additions to tax or additional amounts imposed\n     with respect thereto, and (ii) the term \"Tax Returns\" means\n     any return, report, statement, election, information return\n     or other document (including schedules or any related or\n     supporting information) filed or required to be filed with\n     any Governmental Authority in connection with the\n     determination, assessment or collection of any Tax or the\n     administration of any laws, regulations or administrative\n     requirements relating to any Tax.\n\n          (w)  Product Warranties.  Except for (i) written\n     product or service warranties made by the Companies on their\n     sales order forms, packages and product catalogues, true,\n     accurate and complete copies of which have been provided to\n     Buyer, (ii) product warranties of manufacturers of the\n     Products, and (iii) minor Product service or Product\n     replacement work made by a Company at its sole discretion in\n     the ordinary course of business in furtherance of\n     maintaining customer satisfaction and the goodwill of such\n     Company which are not material, individually or in the\n     aggregate, no Company makes express product or service\n     warranties or commitments in connection with the sale of\n     Products or the performance of services related thereto,\n     including installation of Products.  Except as otherwise\n     disclosed in the Schedule entitled \"Warranty Costs\", no\n     Company has received any notice of any claim that it is\n     under any warranty liability or obligation with respect to\n     the sale of Products or the performance of services related\n     thereto, including installation of Products other than\n     ordinary and normal warranty and service commitments\n     consistent with past practice which are neither\n     (a) material, individually or in the aggregate, or (b) of\n     the type described on the Schedule entitled \"Litigation\"\n     (such ordinary and normal commitments being referred to\n     herein as \"Ordinary Warranty Commitments\").\n\n          (x)  Insurance.  The Schedule entitled \"Insurance\"\n     contains a list of all insurance policies (specifying the\n     location, insured, insurer, amount of coverage, type of\n     insurance and policy number) maintained and in effect by\n     each Company.  All premiums with respect to such policies\n     covering all periods up to and including the date of Closing\n     which have come due have been paid, and no notice of\n     cancellation or termination has been received with respect\n     to any such policy.  Such policies (i) are, to Sellers'\n     knowledge, sufficient for compliance with all requirements\n     of law and of all agreements (including Lease Agreements) to\n     which any Company is a party; (ii) are, to Sellers'\n     knowledge, valid, outstanding and enforceable policies;\n     (iii) to Sellers' knowledge, provide adequate insurance\n     coverage for the assets and operations of the Companies; and\n     (iv) will not, to Sellers' knowledge, in any way be affected\n     by, or terminate or lapse by reason of, the transactions\n     contemplated by this Agreement.  The Schedule entitled\n     \"Insurance\" identifies all risks which the Companies or its\n     officers have designated as being self insured.  Except for\n     refusals or proposed coverage limitations occurring in the\n     normal course of renewing insurance coverages from time to\n     time, no Company has been refused any insurance with respect\n     to its assets or operations, nor has its coverage been\n     limited, by any insurance carrier to which it has applied\n     for any such insurance or with which it has carried\n     insurance during the last five years.\n\n          (y)  Approvals.  The Schedule entitled \"Assignments and\n     Consents\" attached hereto sets forth a list of all Consents,\n     which must be obtained or satisfied pursuant to the terms of\n     the related Contract, Lease Agreement or Permit.  All\n     Required Consents have been, or shall by the Closing have\n     been, obtained.\n\n          (z)  Absence of Certain Commercial Practices.  No\n     Company nor, to Sellers' knowledge, any officer, director,\n     employee or agent of any Company (or any Person acting on\n     behalf of any of the foregoing) has given or agreed to give\n     (i) any gift or similar benefit of more than nominal value\n     to any Customer, supplier, Governmental Authority (including\n     any governmental employee or official) or any other Person\n     who is or may be in a position to help, hinder or assist any\n     Company, the Business or the Person giving such gift or\n     benefit in connection with any actual or proposed\n     transaction relating to the Business, which gifts or similar\n     benefits would individually or in the aggregate subject any\n     Company or any officer, director, employee or agent of any\n     Company to any fine, penalty, cost or expense or to any\n     criminal sanctions, (ii) receipts from or payments to any\n     governmental officials or employees, (iii) commercial bribes\n     or kick-backs, (iv) political contributions, or (v) any\n     receipts or disbursements in connection with any unlawful\n     boycott.  No such gift or benefit is required in connection\n     with the operation of the Business to avoid any fine,\n     penalty, cost, expense or Material Adverse Effect upon the\n     Companies, taken as a whole.\n\n          (aa) Bank Accounts.  The Schedule entitled \"Bank\n     Accounts\" attached hereto sets forth the names and locations\n     of all banks, trust companies, savings and loan associations\n     and other financial institutions at which any Company\n     maintains any safe deposit boxes or accounts (specifying the\n     identifying numbers), and the names of all persons\n     authorized to draw thereon, make withdrawals therefrom or\n     have access thereto.\n\n          (bb) Books and Records.  The books and records of the\n     Companies maintained in connection with the Business\n     (including, without limitation, (i) books and records\n     relating to the purchase of materials and supplies,\n     manufacture or processing of products, sales of products,\n     dealings with customers, invoices, customer lists,\n     inventories, supplier lists, personnel records and taxes,\n     (ii) the stock books, stock ledgers and minute books of the\n     Companies, and (iii) computer software and data in computer\n     readable and human readable form used to maintain such books\n     and records together with the media on which such software\n     and data are stored and all documentation relating thereto)\n     accurately record all transactions relating to the Business\n     in all material respects, and have been maintained\n     consistent with good business practice.\n\n          (cc) Warranty Costs.  Set forth on the Schedule\n     entitled \"Warranty Costs\" is a description of all\n     litigation, actions, suits, investigations, claims and\n     proceedings asserted, brought or threatened against the\n     Companies within the last three (3) years preceding the date\n     of this Agreement, together with a description of the\n     outcome or present status thereof, relating to any claim for\n     warranty costs involving amounts in excess of $10,000,\n     individually or in the aggregate.  As used herein, \"warranty\n     costs\" means the costs and expenses of servicing, repairing,\n     returning and\/or replacing, or allowances for service,\n     repair, return or replacement, of defective or allegedly\n     defective or improperly selected or shipped Products or the\n     performance of services related thereto, including\n     installation of Products or parts or components thereof\n     manufactured, installed or sold by the Companies and the\n     costs of materials and expenses of replacing materials or\n     correcting any jobs or materials inadequately performed or\n     manufactured by the Companies, together with such legal\n     liability, if any, as may exist in connection with sales of\n     Products or the performance of services related thereto,\n     including installation of Products, whether such costs and\n     expenses relate to or arise out of claims or causes of\n     action which assert causes sounding in tort, contract or\n     warranty, or any combination of the foregoing.\n\n          (dd) Penalties and Renegotiation of Contracts.  Except\n     as otherwise specifically disclosed on the Schedule entitled\n     \"Contracts\", no Company has any liabilities or obligations\n     under any contracts providing for (i) penalties in the event\n     of misfeasance by it in the performance of its duties\n     thereunder, or (ii) the renegotiation or redetermination of\n     profits or prices, nor will any Company's costs which are\n     incurred or accruable prior to the Closing under contracts\n     or under subcontracts between the a Company and any other\n     Person, firm or corporation be subject to disallowance.\n\n          (ee) Pricing Practices.  The prices to be received or\n     paid by the Companies under all outstanding contracts,\n     agreements, commitments and undertakings with its customers\n     and suppliers and others in connection with the Business\n     have been determined in accordance with the Companies'\n     established past pricing policies, and there are no\n     outstanding contracts, agreements, commitments or\n     undertakings relating to the Business that individually or\n     in the aggregate are expected to result in any material loss\n     to any Company or the Business.\n\n          (ff) Copies of Documents.  The Companies have delivered\n     to Buyer true, correct and complete copies of all contracts,\n     agreements and other documents listed in the Schedules to,\n     or referenced in, this Agreement, and all modifications and\n     amendments thereto.\n\n          (gg) [Intentionally omitted]\n\n          (hh) Insider Interests; Advances.  Except as set forth\n     in the Schedule entitled \"Insider Interests\", no\n     shareholder, officer, director or employee of any Seller or\n     any Company has any material interest in any property, real\n     or personal, tangible or intangible, including without\n     limitation, inventions, patents, trademarks or trade names,\n     used in or pertaining to the Business or Seller.  Except for\n     travel advances, and advances on accrued salary or bonuses\n     due or to become due in the ordinary and normal course of\n     business, which salary advances and bonuses are specifically\n     described in the Schedule entitled \"Employees\", there are no\n     receivables of any of the Companies owed by any director,\n     officer or employee of any of the Companies or the Allied\n     Shareholders or owing by any corporations, partnerships,\n     firms or organizations in which directors, officers or\n     employees of any of the Companies or the Allied Shareholders\n     have any interest.\n\n          (ii) Year 2000 Compliance.  (i) As to Systems used in\n     operating the Business:\n\n          (A)  The Companies have conducted, and provided Buyer\n               with a description of, an inventory and assessment\n               of all of the Companies' software, computers,\n               network equipment, technical infrastructure,\n               production equipment and other equipment and\n               systems that are material to the operation of the\n               Business and that rely or utilize date or time\n               processing (collectively, \"Systems\");\n          (B)  To Sellers' knowledge, all of such Systems are\n               \"Year 2000 Compliant,\" as defined below;\n\n          (C)  Schedule 5.1(ii) attached hereto sets forth the\n               nature and scope of the Companies' Year 2000\n               compliance strategy and program; and\n   \n          (D)  The Companies have complied with all applicable\n               Laws relating to Year 2000 Compliance, except in\n               the case where failure to comply would not,\n               individually or in the aggregate, have a Material\n               Adverse Effect upon the Companies, taken as a\n               whole.\n\n               (ii) \"Year 2000 Compliant\" means a System will at\n               all times:\n\n          (A)  Consistently and accurately handle and process\n               date and time information and data with values\n               before, during and after January 1, 2000,\n               including but not limited to accepting date input,\n               providing date output, and performing calculations\n               on or utilizing dates or portions of dates;\n\n          (B)  Function accurately and in accordance with its\n               specifications without interruption, abnormal\n               endings, degradation, change in operation or other\n               impact, or disruption of other systems, resulting\n               from processing data or time data with values,\n               before, during and after January 1, 2000;\n\n          (C)  Respond to and process two-digit date input in a\n               way that resolves any ambiguity as to century; and\n\n          (D)  Store and provide output of date information in\n               ways that are unambiguous as to century.\n\n          (jj) Disclosure.  No representation or warranty made by\n     any Company or Seller contained in this Agreement, on any\n     Schedules or in any other agreement or certificate executed\n     by any Company or a Seller pursuant to Article IV contains\n     an untrue statement of a material fact or omits to state a\n     material fact necessary to make the statements and facts\n     contained herein or therein, in light of the circumstances\n     in which they were or are made, not false or misleading.\n\n          5.2  Representations and Warranties of the Allied\nShareholders.  Each Allied Shareholder hereby jointly and\nseverally represents and warrants to Buyer that:\n\n          (a)  Shareholders; Title to Shares.  Such Allied\n     Shareholder is the sole holder of record and beneficial\n     owner of such number of Shares as is set forth on Schedule\n     1.3.  Good, valid and marketable title to such Allied Shares\n     is held by such Allied Shareholder, free and clear of all\n     Claims.  The certificates and other documents representing\n     such Allied Shareholder's Shares to be delivered to Buyer at\n     the Closing, and the signatures and endorsements thereof or\n     stock powers or powers of attorney delivered therewith, are\n     valid and genuine.\n\n          (b)  Capacity of Shareholders; Consents; Execution of\n     Agreement; Good Title to Buyer.  Such Allied Shareholder has\n     all requisite power, authority and capacity to enter into\n     and perform this Agreement and all other agreements and\n     instruments to be entered into by such Shareholder in\n     connection herewith, and to perform the obligations required\n     to be performed by such Shareholder hereunder and\n     thereunder.  All Consents from any Governmental Authorities\n     and other persons and entities, required to be obtained by\n     such Shareholder so as to sell such Shareholder's Allied\n     Shares to Buyer pursuant to the terms and conditions of this\n     Agreement, or which are necessary for the consummation by\n     such Shareholder of the transactions contemplated by this\n     Agreement, have been, or by the Closing shall have been,\n     obtained.  This Agreement and all other agreements and\n     instruments entered into or to be entered into by such\n     Shareholder in connection herewith have been, or upon\n     execution and delivery will be, duly authorized, executed\n     and delivered by, and constitute, or upon execution and\n     delivery will constitute, the valid and legally binding\n     obligations of such Shareholder, enforceable against such\n     Shareholder in accordance with their respective terms. Upon\n     delivery by such Shareholder of such Shareholder's Allied\n     Shares to Buyer as herein contemplated, Buyer shall acquire\n     legal and beneficial ownership of, and shall have good title\n     to, (i) such Shareholder's Allied Shares, and (ii) all of\n     the issued and outstanding shares of capital stock of\n     Allied, free and clear of all Claims.\n\n          (c)  Other Businesses.  Except as disclosed on the\n     Schedule entitled \"Affiliate Companies\", such Allied\n     Shareholder has no direct or indirect interest in any\n     corporation or business which competes with or conducts any\n     business similar to any business conducted by the Companies.\n\n          5.3  Representations and Warranties of HON.  HON (and\nas used in this Section 5.3, neither HON nor Buyer shall be\ndeemed to include any Company or Seller or AFC or H&H, or any of\ntheir respective  assets, operations, properties, rights  or\ninterests) represents and warrants to Sellers that:\n\n          (a)  Organization and Standing; Power and Authority.\n     HON is a corporation duly organized, validly existing and in\n     good standing under the laws of the State of Iowa, and has\n     full corporate power and authority to operate its business,\n     to own or lease its assets and to enter into and perform\n     this Agreement and the transactions and other agreements and\n     instruments contemplated by this Agreement.  HON is duly\n     qualified or licensed to do business as a foreign\n     corporation and is in good standing in each jurisdiction in\n     which the ownership or lease of its assets or the operation\n     of its business requires such qualification, except where\n     the failure to be so qualified or licensed would not have a\n     Material Adverse Effect on HON.  This Agreement and all\n     other Transaction Documents to be executed and delivered by\n     HON in connection herewith have been, or upon execution\n     thereof will be, duly executed and delivered by HON.  This\n     Agreement and the transactions and other agreements and\n     instruments contemplated hereby have been duly approved by\n     the Board of Directors of HON, in accordance with applicable\n     law, and constitute the valid and binding obligations of\n     HON, enforceable in accordance with their respective terms.\n\n          (b)  Conflicts; Defaults.  Neither the execution and\n     delivery of this Agreement and the other agreements and\n     instruments executed or to be executed in connection\n     herewith by HON, nor the performance by HON of the\n     transactions contemplated hereby or thereby, will\n     (i) violate, conflict with, or constitute a default under,\n     any of the terms of HON's charter or By-Laws, or any\n     provisions of, or result in the acceleration of any\n     obligation under, any material contract, license, security\n     agreement, mortgage, note, deed, lease, agreement or\n     instrument, or any order, judgment or decree by which HON or\n     any of its assets are bound, or (ii) violate any Law.\n\n          (c)  Brokers, Finders and Agents.  HON is not directly\n     or indirectly obligated to anyone acting as a broker, finder\n     or in any other similar capacity in connection with this\n     Agreement or the transactions contemplated hereby, except\n     Robert W. Baird & Co. Incorporated.\n\n          (d)  Consents.  Schedule 5.3(d) sets forth a list of\n     all consents, novations and waivers prescribed by Law or any\n     contract, agreement, commitment or undertaking and which\n     must be obtained or satisfied by HON in order for HON to\n     consummate the transactions contemplated by this Agreement\n     or the other agreements to be executed and delivered in\n     connection herewith.  All such consents prescribed by any\n     Law or any contract, agreement, commitment or undertaking,\n     and which must be obtained or satisfied by HON for the\n     consummation of the transactions contemplated by this\n     Agreement, or for the continued performance by it of its\n     rights and obligations thereunder, have been, or shall by\n     the Closing have been, made, obtained and satisfied.\n\n          5.4  Representations and Warranties Relating to Buyer.\nBuyer and HON (and as used in this Section 5.3, neither HON nor\nBuyer shall be deemed to include any Company or Seller or AFC or\nH&H, or any of their respective  assets, operations, properties,\nrights  or interests) hereby jointly and severally represent and\nwarrant to Sellers that:\n\n          (a)  Organization and Standing; Power and Authority.\n     Buyer is a corporation duly organized, validly existing and\n     in good standing under the laws of the State of Iowa, and\n     has full corporate power and authority to operate its\n     business, to own or lease its assets and to enter into and\n     perform this Agreement and the transactions and other\n     agreements and instruments contemplated by this Agreement.\n     Buyer is duly qualified or licensed to do business as a\n     foreign corporation and is in good standing in each\n     jurisdiction in which the ownership or lease of its assets\n     or the operation of its business requires such\n     qualification, except where the failure to be so qualified\n     or licensed would not have a Material Adverse Effect on\n     Buyer.  This Agreement and all other Transaction Documents\n     to be executed and delivered by Buyer in connection herewith\n     have been, or upon execution thereof will be, duly executed\n     and delivered by Buyer.  This Agreement and the transactions\n     and other agreements and instruments contemplated hereby\n     have been duly approved by the Board of Directors of Buyer,\n     in accordance with applicable law, and constitute the valid\n     and binding obligations of Buyer, enforceable in accordance\n     with their respective terms.\n\n          (b)  Capitalization.  The authorized capital stock of\n     Buyer on the date hereof consists of 100,000 shares of\n     common stock, $1.00 par value per share, of which\n     5,000 shares are issued and outstanding.  The authorized\n     capital stock of Buyer at the time of Closing shall be as\n     set forth on Schedule 5.4(b)(i).  All of the issued and\n     outstanding shares of Buyer are owned by HON.  All issued\n     shares have been validly issued and are fully paid and\n     nonassessable.  There are no outstanding obligations,\n     options, warrants, preemptive rights or other agreements or\n     commitments (whether oral or written) to which Buyer is a\n     party, or by which Buyer is otherwise bound, providing for\n     the issuance of any additional shares of capital stock of\n     Buyer, the repurchase of shares of capital stock of Buyer or\n     otherwise relating to capital stock of Buyer other than as\n     set forth on Schedule 5.4(b)(ii) pursuant to the 7%\n     Convertible Debentures due October 1, 1999, as amended, and\n     the Securityholders' Agreement dated as of October 2, 1996,\n     as amended, among HON, Buyer, D&K Family Limited\n     Partnership, LLP and the other parties listed on the\n     signature page thereto.\n\n          (c)  Articles and By-Laws.  The copy of the Articles of\n     Incorporation of Buyer, certified by the Secretary of State\n     of the State of Iowa, and the By-Laws of Buyer, furnished to\n     Sellers are true, correct and complete.\n\n          (d)  Conflicts; Defaults.  Neither the execution and\n     delivery of this Agreement and the other agreements and\n     instruments executed or to be executed in connection\n     herewith by Buyer, nor the performance by Buyer of the\n     transactions contemplated hereby or thereby, will\n     (i) violate, conflict with, or constitute a default under,\n     any of the terms of Buyer's charter or By-Laws, or any\n     provisions of, or result in the acceleration of any\n     obligation under, any material contract, license, security\n     agreement, mortgage, note, deed, lease, agreement or\n     instrument, or any order, judgment or decree by which Buyer\n     or any of its assets are bound, or (ii) violate any Law.\n\n          (e)  Compliance with Other Instruments, etc.  Buyer is\n     not in violation of any terms of (i) its charter or By-laws,\n     (ii) any agreement or instrument related to indebtedness for\n     borrowed money or any other agreement to which it is a party\n     or by which it is bound, (iii) any applicable Law or (iv)\n     any applicable order, judgment or decree of any court,\n     arbitrator or Governmental Authority, the consequences of\n     which violation, whether individually or in the aggregate,\n     have or would be reasonably expected (so far as can be\n     foreseen at the time) to (x) have a Material Adverse Effect\n     on Buyer, or (y) have the effect of preventing or materially\n     delaying the performance by Buyer of its obligations under\n     this Agreement.\n\n          (f)  Financial Statements.  Buyer has heretofore\n     delivered to Sellers (i) the unaudited Balance Sheet of\n     Buyer as of November 27, 1999, (ii) the unaudited Balance\n     Sheets of Buyer as of December 31, 1998, December 31, 1997,\n     December 31, 1996 and the eleven (11) months ended\n     November 27, 1999, (iii) the unaudited Statements of Income\n     of Buyer for the fiscal years ended December 31, 1998,\n     December 31, 1997 and December 31, 1996, and for the\n     eleven (11) months ended November 27, 1999 and (iv) the\n     Statement of Cash Flows of Buyer for the eleven (11) months\n     ended November 27, 1999 (collectively, the \"Buyer Financial\n     Statements\").  Each of the Buyer Financial Statements was\n     prepared from the books and records kept by Buyer, and\n     fairly presents the financial position of Buyer as of such\n     dates, and the results of operations of Buyer for the\n     periods then ended in accordance with the internal\n     accounting practices and policies of Buyer consistently\n     applied, except that the Buyer Financial Statements do not\n     contain normal year-end adjustments required by GAAP and the\n     Buyer Financial Statements omit footnote disclosures\n     required by GAAP.\n\n          (g)  Litigation.  There are no actions, suits,\n     investigations or proceedings pending or, to the knowledge\n     of Buyer, threatened against Buyer in any court or before\n     any arbitrator of any kind or before or by any Governmental\n     Authority, except actions, suits, investigations or\n     proceedings which, in the aggregate, do not have and would\n     not be reasonably expected (so far as can be foreseen at the\n     time) to (a) have a Material Adverse Effect on Buyer or\n     (b) have the effect of preventing or materially delaying the\n     performance by Buyer of its obligations under this\n     Agreement.\n\n          (h)  Absence of Certain Changes or Events.  During the\n     period since November 27, 1999, the business of Buyer has\n     been conducted only in the ordinary course, consistent with\n     past practice, and Buyer has not entered into any material\n     transaction other than in the ordinary course, consistent\n     with past practice, and there has not been (i) any change\n     (other than changes affecting generally the fireplace,\n     hearth products and building products industries as a whole,\n     including but not limited to, changes in or affecting\n     interest rates, housing markets, applicable Laws or\n     comparable events) in the business, financial condition,\n     results of operations, properties, assets or liabilities of\n     Buyer that, individually or in the aggregate, has or would\n     reasonably be expected to have (so far as can be foreseen at\n     the time) a Material Adverse Effect on Buyer, (ii) any\n     damage, destruction or loss (whether or not covered by\n     insurance) with respect to any property or asset of Buyer\n     which, individually or in the aggregate, has or would\n     reasonably be expected (so far as can be foreseen at the\n     time) to have a Material Adverse Effect on Buyer, or (iii)\n     any declaration, setting aside or payment of any dividend or\n     distribution in respect of any capital stock of Buyer, other\n     than intercompany advances between HON and Buyer.\n\n          (i)  Brokers, Finders and Agents.  Buyer is not\n     directly or indirectly obligated to anyone acting as a\n     broker, finder or in any other similar capacity in\n     connection with this Agreement or the transactions\n     contemplated hereby, except Robert W. Baird & Co.\n     Incorporated.\n\n          (j)  Consents.  Schedule 5.3(d) sets forth a list of\n     all consents, novations and waivers prescribed by Law or any\n     contract, agreement, commitment or undertaking and which\n     must be obtained or satisfied by Buyer in order for Buyer to\n     consummate the transactions contemplated by this Agreement\n     or the other agreements to be executed and delivered in\n     connection herewith.  All such consents prescribed by any\n     Law or any contract, agreement, commitment or undertaking,\n     and which must be obtained or satisfied by Buyer for the\n     consummation of the transactions contemplated by this\n     Agreement, or for the continued performance by it of its\n     rights and obligations thereunder, have been, or shall by\n     the Closing have been, made, obtained and satisfied.\n\n          (k)  Ability to Pay Cash Amount.  On the Closing Date,\n     Buyer will have sufficient cash to pay the Cash Amount in\n     immediately available funds.\n\n          5.5  General.  The representations and warranties of\nthe parties hereto made in this Agreement, subject to the\nexceptions thereto, shall not be affected by any information\nfurnished to, or any investigation conducted by, any of them or\ntheir representatives in connection with the subject matter of\nthis Agreement.  The representations and warranties made in this\nAgreement or in any instrument delivered pursuant to this\nAgreement shall survive the Closing for the respective periods\nset forth in Section 11.5.\n\n               ARTICLE VI  CONDITIONS TO CLOSING\n\n          6.1  Conditions to Buyer's Obligations.  The obligation\nof Buyer to consummate the transactions provided for by this\nAgreement is subject to the satisfaction, on or prior to the\nClosing Date, of each of the following conditions, any of which\nmay be waived by Buyer except for the conditions set forth in\nsubsection (d) (as to Consents of Governmental Authorities) of\nthis Section 6.1:\n\n          (a)  Representations and Warranties.  Each of the\n     representations and warranties of Sellers made in\n     Sections 5.1 and 5.2 of this Agreement shall be true and\n     correct in all material respects both on the date hereof and\n     as of the Closing Date as though made at such time except\n     (excluding the representations and warranties set forth in\n     Section 5.1(h)) where the failure to be so true and correct\n     (without giving effect to any limitations as to\n     \"materiality,\" \"substantial,\" \"Material Adverse Effect,\" or\n     \"material adverse change\" set forth therein) (i) does not\n     have, and would not reasonably be expected to have, a\n     Material Adverse Effect on the Companies, taken as a whole,\n     or a material adverse impact on the ability of Sellers to\n     perform their obligations hereunder (other than as a result\n     of any matter set forth in the proviso to Section 6.1(c)),\n     and (ii) relates to a Retained Liability against which\n     Sellers have agreed to indemnify Buyers hereunder.\n\n          (b)  Covenants.  Sellers shall have performed and\n     complied with all covenants and agreements required to be\n     performed or complied with by each of them at or prior to\n     the Closing Date.\n\n          (c)  Material Adverse Change.  Since the date hereof,\n     there shall have occurred no material adverse change, or\n     condition or occurrence of any event which would reasonably\n     be expected to result in any such change, in the condition\n     (financial or otherwise), business, assets, properties or\n     operations of the Companies, taken as a whole, or the\n     Business; provided, however, that if and so long as Sellers\n     have performed their obligations under this Agreement, the\n     following shall not be deemed to be any such change:\n     (i) the inability of Buyer to reach an agreement with any of\n     the Companies' employees (other than the Key Employees)\n     regarding their employment by Buyer after the Closing or the\n     resignation of any of the Companies' employees (other than\n     the Key Employees) prior to the Closing, (ii) any actual or\n     projected decrease in dollar sales to any of its customers\n     or any change in the Companies' relations with any of their\n     suppliers, including without limitation, such changes\n     resulting from or related to the transactions contemplated\n     under this Agreement, or (iii) changes affecting generally\n     the fireplace, hearth products and building products\n     industries as a whole, including, but not limited to,\n     changes in or affecting interest rates, housing markets,\n     applicable laws or comparable events.\n\n          (d)  Consents.  All Consents of Governmental\n     Authorities and Required Consents of third parties described\n     in Sections 1.4, 5.1(y) and 9.6 and necessary to consummate\n     the transactions contemplated hereunder shall have been\n     obtained and satisfied and the applicable waiting period\n     under the H-S-R Act shall have expired or been terminated.\n          \n          (e)  No Proceeding or Litigation.  No litigation,\n     action, suit, investigation, claim or proceeding challenging\n     the legality of, or seeking to restrain, prohibit or\n     materially modify, the transactions provided for in this\n     Agreement shall have been instituted and not settled or\n     otherwise terminated, except for any such litigation,\n     action, suit, claim or proceeding claiming breach of the\n     agreements described in paragraph III.7 of the Schedule to\n     the Purchase Agreement of even date herewith among Buyer,\n     HON, AFC and H&H (the \"AFC Purchase Agreement\") entitled\n     \"Contracts\" or the paragraph entitled \"CFM Majestic\" on the\n     Schedule to the AFC Purchase Agreement entitled\n     \"Non-Assigned Contracts\" as a result of the transactions\n     contemplated hereby, other than any action, litigation,\n     suit, claim or proceeding arising as a result of any other\n     breach by AFC or H&H of any such agreements.\n\n          (f)  Legal Matters.  The form and substance of all\n     legal papers, instruments and documents delivered under\n     Sections 4.2 or 4.3 (and not attached in form hereto) shall,\n     in the reasonable judgment of Buyer, be satisfactory to\n     Buyer, and if requested by Buyer, to Jones, Day, Reavis & Pogue, Buyer's counsel, in its reasonable judgment.\n\n          (g)  Certificate of Seller.  At the Closing, Sellers\n     shall have delivered to Buyer a Certificate signed by each\n     Company's President, and attested to by its Secretary or an\n     Assistant Secretary, and dated the Closing Date, to the\n     effect that to the best of the knowledge and belief of such\n     officers the conditions specified in Sections 6.1(a), (b),\n     (c) and (d) have been fulfilled.\n\n          (h)  Certificate; Documents.  Sellers and the other\n     Persons shall have delivered the certificates, opinion of\n     counsel and other documents required by Sections 4.2, 4.3,\n     4.5 and 4.6.\n\n          (i)  Tax Certificates.  Sellers shall have delivered to\n     Buyer such forms and certificates as may be necessary to\n     exclude or reduce payment of state sales taxes otherwise\n     incurred as a result of Buyer's acquisition of the Acquired\n     Assets and the Allied Shares.\n\n          (j)  Lender Consents.  HON shall have received duly\n     executed consents from the holders of its industrial revenue\n     bonds, in form and substance reasonably satisfactory to HON.\n\n          (k)  Other Closing.  The closing of the transactions\n     contemplated by the AFC Purchase Agreement shall have been\n     consummated.\n\n          6.2  Conditions to Sellers' Obligations.  The\nobligations of Sellers to consummate the transactions provided\nfor by this Agreement are subject to the satisfaction, on or\nprior to the Closing Date, of each of the following conditions,\nany of which may be waived by Sellers except for the conditions\nset forth in subsection (c) of this Section 6.2:\n          \n          (a)  Representations and Warranties.  Each of the\n     representations and warranties of Buyer and HON made in\n     Sections 5.3 and 5.4 of this Agreement shall be true and\n     correct in all material respects both on the date hereof and\n     as of the Closing Date as though made at such time except\n     (excluding the representations and warranties set forth in\n     Section 5.4(f)) where the failure to be so true and correct\n     (without giving effect to any limitations as to\n     \"materiality,\" \"substantial,\" \"Material Adverse Effect,\" or\n     \"material adverse change\" set forth therein) does not have,\n     and would not reasonably be expected to have, individually\n     or in the aggregate, a Material Adverse Effect on HON and\n     Buyer, taken as a whole, or a material adverse impact on the\n     ability of HON and Buyer to perform their obligations\n     hereunder.\n\n          (b)  Covenants.  Buyer shall have performed and\n     complied with all covenants and agreements required to be\n     performed or complied with by it at or prior to the Closing\n     Date.\n\n          (c)  Material Adverse Change.  Since the date hereof,\n     there shall have occurred no material adverse change, or\n     condition or occurrence of any event which would reasonably\n     be expected to result in any such change, in the condition\n     (financial or otherwise), business, assets, properties or\n     operations of Buyer; provided, however, that changes\n     affecting generally the fireplace, hearth products and\n     building products industries as a whole, including, but not\n     limited to, changes in or affecting interest rates, housing\n     markets, applicable laws or comparable events shall not be\n     deemed to be any such change.\n\n          (d)  Consents.  All Consents of Governmental\n     Authorities, including those described in Sections 5.3(d),\n     5.4(j) and 9.6, necessary to consummate the transactions\n     contemplated hereunder shall have been obtained and the\n     applicable waiting period under the H-S-R Act shall have\n     expired or been terminated.\n\n          (e)  No Proceeding or Litigation.  No litigation,\n     action, suit, investigation, claim or proceeding challenging\n     the legality of, or seeking to restrain, prohibit or\n     materially modify, the transactions provided for in this\n     Agreement shall have been instituted and not settled or\n     otherwise terminated.\n\n          (f)  Legal Matters.  The form and substance of all\n     legal papers, instruments and documents delivered under\n     Section 4.4 (and not attached in form hereto) shall, in the\n     reasonable judgment of Sellers, be satisfactory to Sellers,\n     and if requested by Sellers, to Sellers' Counsel, in its\n     reasonable judgment.\n\n          (g)  Certificates of Buyer and HON.  At the Closing,\n     Buyer and HON shall have delivered to Sellers a Certificate\n     signed by the respective Presidents or Vice Presidents of\n     Buyer and HON, and attested to by the respective Secretaries\n     or Assistant Secretaries of Buyer and HON, and dated the\n     Closing Date, to the effect that to the best of the\n     knowledge of such officers the conditions specified in\n     Section 6.2(a), (b) and (c) have been fulfilled.\n\n          (h)  Certificates; Documents.  Buyer shall have\n     delivered the certificates and other documents required by\n     Sections 4.4 and 4.5.\n\n          (i)  Other Closing.  The closing of the transactions\n     contemplated by the AFC Purchase Agreement shall have been\n     consummated.\n\n                ARTICLE VII  COVENANTS OF SELLER\n\n          7.1  Conduct of Business.  During the period from the\ndate hereof through the Closing Date, Sellers shall conduct the\nBusiness and operate the Assets in the ordinary and normal course\nand consistent with past practice (including, without limitation,\nusing their best efforts to preserve beneficial relationships\nbetween the Companies and their distributors, agents, lessors,\nsuppliers and customers, as reasonably directed by Buyer) and\ncontinue normal maintenance, marketing, advertising,\ndistributional and promotional expenditures in connection with\nthe Business.  No Company shall engage in any transactions,\nincluding transactions relating to the purchase or sale of goods,\nraw materials, inventories or other operating or production\nitems, intracorporate or otherwise, with any of its Affiliates\nfrom the date hereof until the Closing other than\n(i) transactions approved by Buyer in writing, (ii) transactions\nin the ordinary and normal course consistent with past practice\npursuant to the leases disclosed on the Schedule entitled \"Real\nEstate and Leases\", or (iii) transactions on terms no more\nfavorable to the Companies or their Affiliates than would have\nbeen obtainable in arm's-length dealing.  Without limiting the\ngenerality of the foregoing and except as otherwise expressly\nprovided in this Agreement, during the period from the date\nhereof through the Closing Date, no Company shall:\n\n          (a)  Obligations for Borrowed Money.  (i) create, incur\n     or assume any debt (including obligations in respect of\n     capital leases) or any debt for money borrowed (whether\n     long- or short-term), other than trade payables incurred in\n     the ordinary course of business consistent with past\n     practice and amounts constituting Retained Liabilities drawn\n     on existing lines of credit or similar extensions of credit,\n     (ii) assume, guarantee, endorse or otherwise become liable\n     or responsible (whether directly, contingently or otherwise)\n     for the obligation of any other Person, or (iii) make any\n     loans, advances or capital contributions to any other Person\n     other than advances of expenses to employees in the ordinary\n     and normal course consistent with past practices;\n\n          (b)  Employee Matters.  (i) Increase in any manner the\n     rate of compensation of any of its officers or other\n     employees other than the increases for the persons and in\n     the amounts described on Schedule 7.1, (ii) make or agree to\n     make any payment pursuant to any Company Plan, including,\n     without limitation, any payment of any pension, retirement\n     allowance, severance or other employee benefit, except as\n     expressly required by any existing Company Plan disclosed on\n     the Schedules to this Agreement, to any such officers or\n     employees, whether past or present; (iii) enter into or\n     modify any collective bargaining agreement; or (iv) commit\n     itself to any additional Company Plan, or employment or\n     consulting agreement with a Person, or to amend any of such\n     Plans or agreements, except as required by Law;\n\n          (c)  Sale of Assets.  Sell, transfer, license or\n     otherwise dispose of or agree to sell, transfer, license or\n     otherwise dispose of any Assets, except Inventory in the\n     ordinary and normal course of business consistent with past\n     practice;\n\n          (d)  Commitments.  Enter into any other agreements,\n     commitments, contracts or undertakings, except agreements,\n     commitments, contracts or undertakings made in the ordinary\n     and normal course of business consistent with past practice\n     and the representations and warranties of Sellers contained\n     in this Agreement;\n\n          (e)  Leased Facilities.  Terminate, modify or amend the\n     Lease Agreements;\n\n          (f)  Encumbrances.  Encumber or grant or create a Lien\n     on any of the Assets other than Liens on after-acquired\n     assets arising as a result of security agreements disclosed\n     on the Schedule entitled \"Contracts\";\n\n          (g)  Insurance.  Cause any of the policies of insurance\n     referred to in Section 5.1(x) to terminate, lapse or be\n     canceled, unless equivalent replacement policies, without\n     lapse of coverage, shall be put in place;\n\n          (h)  Litigation.  Enter into any compromise or\n     settlement of any litigation, action, suit, claim,\n     proceeding or investigation, except settlements made in the\n     ordinary and normal course of business or by insurers,\n     involving amounts not in excess of $20,000;\n\n          (i)  Representations and Warranties.  Take any action\n     the taking of which, or omit to take any action the omission\n     of which, would cause any of the representations and\n     warranties contained in Sections 5.1(f), (g), (s), (u) or\n     (z) to fail to be true and correct as of the Closing as\n     though made at and as of the Closing; or\n\n          (j)  Commitments.  Agree or commit to do any of the\n     foregoing.\n\n          7.2  Disclosure Supplements.\n\n          (a)  From time to time prior to the Closing, Sellers\n     shall promptly supplement or amend the Schedules to this\n     Agreement with respect to any matter (i) which may arise\n     hereafter and which, if existing or occurring at or prior to\n     the date hereof, would have been required to be set forth or\n     described in the Schedules to this Agreement, or (ii) which\n     makes it necessary to correct any information in the\n     Schedules to this Agreement or in any representation and\n     warranty of any Seller which has been rendered inaccurate\n     thereby.  No supplement or amendment to the Schedules to\n     this Agreement or any delivery of Schedules after the date\n     hereof, unless expressly consented in writing by Buyer,\n     shall be deemed to cure any breach of any representation or\n     warranty made in this Agreement, or modify, affect or\n     diminish Buyer's right to terminate this Agreement pursuant\n     to Section 10.1(c).\n\n          (b)  During the period from the date hereof to the\n     Closing, Sellers shall promptly (i) furnish or make\n     available to Buyer copies of all operating reports and\n     monthly, quarterly and year-end financial statements of each\n     Company as soon as they become available, all certified by\n     such Company's chief financial officer that such financial\n     statements fairly present the financial position and results\n     of operations of such Company for the periods covered by\n     such statements and for year-end financial statements in\n     accordance with GAAP consistently applied, and (ii) notify\n     Buyer of (A) any material change in the condition (financial\n     or otherwise), business, assets, properties, operations or\n     prospects of any Company or the Business, and (B) the\n     institution or settlement of any litigation, action, suit,\n     investigation, claim or proceeding and of any material\n     developments therein.\n\n          7.3  Closing.  Sellers shall use their best efforts to\ncause the conditions set forth in Section 6.1 to be satisfied by\nthe Closing Date.\n\n          7.4  Confidentiality.  Sellers shall, and shall cause\ntheir Affiliates, officers, employees, representatives,\nconsultants and advisors to, hold in confidence and not use all\nconfidential information which remains after Closing in the\npossession of Sellers or such  Affiliates or other persons,\nincluding information concerning the Business and the Assets.\nSellers shall not release or disclose any such information to any\nPerson other than Buyer and its authorized representatives.\nNotwithstanding the foregoing, the confidentiality obligations of\nthis Section shall not apply to information:\n\n          (a)  which a Seller is compelled to disclose by\n     judicial or administrative process, or, in the opinion of\n     counsel, by other mandatory requirements of Law;\n\n          (b)  which can be shown to have been generally\n     available to the public other than as a result of a breach\n     of this Section; or\n\n          (c)  which can be shown to have been provided to a\n     Seller by a third party who obtained such information other\n     than from a Seller or any Company or other than as a result\n     of a breach of this Section.\n\n          7.5  Maintenance of Insurance.  Each Seller will\n(a) maintain all policies of insurance in effect on the date\nhereof through and until the Closing; and (b) after the Closing\nuse its best efforts to maintain any policies of insurance which\ncover liabilities associated with the operation of the Business\nprior to the Closing; provided, that after the Closing Sellers\nshall not be required to pay any additional premiums in respect\nof such policies or maintain in effect any insurance coverage.\n\n          7.6  Inventories.  Prior to the Closing, Sellers will\nmaintain levels of all Inventories, including materials and\nsupplies, at levels consistent with current practice in the\nordinary and normal course of business.\n\n          7.7  Maintenance of, and Access to, Records.  After the\nClosing Date, each Seller shall provide Buyer with access (with\nan opportunity to make copies), during normal business hours, and\nupon reasonable notice, to any records relating to the Business\nwhich are retained by it.  Each Seller shall preserve and\nmaintain any books and records relating to the Business and\nretained by such Seller for at least five years after the Closing\nDate.\n\n          7.8  Non-Competition.\n\n          (a)  Period and Conduct.  As further consideration for\n     the purchase and sale of the Acquired Assets and the Allied\n     Shares and the transactions contemplated by this Agreement,\n     during the period commencing on the Closing Date, and ending\n     on the date which is five years thereafter, no Seller shall:\n\n               (i)  compete with Buyer in the manufacture,\n          production, design, engineering, importation, purchase,\n          marketing, sale, distribution, installation, research\n          or development of any Products;\n\n               (ii) solicit, or accept orders or business of any\n          kind relating to the manufacture, production, design,\n          engineering, importation, purchase, marketing, sale,\n          distribution, installation, research or development of\n          any Products from any customer or active prospect of\n          Buyer or Allied, or any former customer of any Company;\n\n               (iii)     solicit any employee of Buyer or Allied\n          or former employee of any Company to terminate his or\n          her employment with Buyer or Allied; or\n\n               (iv) use, or incorporate or otherwise create any\n          business organization utilizing any name which uses any\n          words contained in any Company's corporate name or name\n          under which any Company conducted business prior to the\n          Closing (\"Corporate Names\") or which are confusingly\n          similar to such words.\n\n          (b)  Territory.  Each Seller shall refrain from\n     engaging in the activities described in this Section 7.8\n     during the period specified in Section 7.8(a) hereof in any\n     of the United States of America, Puerto Rico, the Virgin\n     Islands, Canada and Mexico.\n\n          (c)  Definition.   Sellers shall be deemed to be\n     competing with Buyer if any of them or any of their\n     respective Affiliates is engaged or participates in any\n     activity or activities described in subsection (a) of this\n     Section 7.8, directly or indirectly, whether for its own\n     account or for that of any other Person, firm or\n     corporation, and whether as a shareholder, partner or\n     investor controlling any such entity or as principal, agent,\n     representative, proprietor, or partner, or in any other\n     capacity; provided, however, that the Allied Shareholders\n     may continue to operate in Wisconsin, Minnesota and the\n     Upper Peninsula of Michigan the pool, spa, barbeque, patio\n     furniture and related patio businesses, but no other\n     Business, currently carried on in Madison, Wisconsin, by\n     Benson.\n\n          (d)  Remedies.  Inasmuch as a breach, or failure to\n     comply with, Section 7.8 of this Agreement will cause\n     serious and substantial damage to Buyer, if any Seller or\n     any of its respective Affiliates should in any way breach,\n     or fail to comply with, the terms of this Section 7.8, Buyer\n     shall be entitled to an injunction restraining such Seller\n     and such Affiliates from any such breach or failure.  All\n     remedies expressly provided for herein are cumulative of any\n     and all other remedies now existing at law or in equity.\n     Buyer shall, in addition to the remedies herein provided, be\n     entitled to avail itself of all such other remedies as may\n     now or hereafter exist at law or in equity for compensation,\n     and for the specific enforcement of the covenants contained\n     herein.  Resort to any remedy provided for hereunder or\n     provided for by law shall not preclude or bar the concurrent\n     or subsequent employment of any other appropriate remedy or\n     remedies, or preclude the recovery by Buyer or monetary\n     damages and compensation.\n\n          (e)  Subsidiaries, Divisions and Affiliates.  For the\n     purpose of this Section 7.8, \"Buyer\" shall include its\n     subsidiaries, divisions and Affiliates as they may exist\n     from time to time, HON and any Person deriving title to the\n     goodwill of the Business or the Assets from Buyer.\n\n          (f)  Severability.  Each subsection of this Section 7.8\n     constitutes a separate and distinct provision hereof.  In\n     the event that any provision of this Section 7.8 shall\n     finally be judicially determined to be invalid, ineffective\n     or unenforceable, such determination shall apply only in the\n     jurisdiction in which such adjudication is made and every\n     other provision of this Section 7.8 shall remain in full\n     force and effect.  The invalid, ineffective or unenforceable\n     provision shall, without further action by the parties, be\n     automatically amended to effect the original purpose and\n     intent of the invalid, ineffective or unenforceable\n     provision; provided, however, that such amendment shall\n     apply only with respect to the operation of such provision\n     in the particular jurisdiction in which such adjudication is\n     made.\n\n          7.9  Accounts Receivable.  In the event that any Seller\nor any of its Affiliates receives any payment relating to any\nAccount Receivable outstanding on or after the Closing Date, such\npayment shall be the property of, and shall be immediately\nforwarded and remitted to, Buyer.  Sellers or such Affiliates\nwill promptly endorse and deliver to Buyer any cash, checks or\nother documents received by any Seller on account of any such\nAccounts Receivable.  Sellers or such Affiliates shall advise\nBuyer (promptly following any Seller's becoming aware thereof) of\nany counterclaims or set-offs that may arise subsequent to the\nClosing Date with respect to any Account Receivable.\n\n          7.10 Name Change Filings.  Each Asset Seller shall,\nwithin three (3) days following the Closing, deliver to Buyer\nevidence of filing with the Secretary of State of its State of\nincorporation of an amendment to such Sellers' Articles of\nIncorporation to change its name to a name which is not\ndeceptively similar to its Corporate Names.  Each Asset Seller\nshall, within thirty (30) days after the Closing, take such\nactions and file such documents as shall be necessary to\n(a) reflect such name changes in all States in which each Asset\nSeller is qualified to do business as a foreign corporation, and\nshall deliver to Buyer copies of such documents evidencing such\nname change filings, (b) discontinue the use of the trademarks\nand trade names associated with any products available through\nsuch Asset Seller, and (c) otherwise discontinue the use of such\ntrademarks and trade names in connection with Seller's business\noperations.\n\n          7.11 No Shopping.  From the date hereof through and\nuntil the earlier of termination of this Agreement pursuant to\nArticle X or Closing, no Seller nor any of its Affiliates,\nemployees, officers,  agents or advisors shall, directly or\nindirectly, (a) solicit, initiate or encourage any inquiries,\nproposals or offers from any Person relating to any acquisition\n(or sublease as the case may be) of the Allied Shares, the Assets\nor the Business, or any assets or securities of, or any merger,\nconsolidation or business combination with, any Company, or\n(b) with respect to any effort or attempt by any other Person to\ndo or seek any of the foregoing, (i) participate in any\ndiscussions or negotiations, (ii) furnish to any other Person any\ninformation with respect to, or afford access to the properties,\nbooks or records of or relating to, any Company, the Assets or\nthe Business, or (iii) otherwise cooperate in any way with, or\nassist or participate in, or facilitate or encourage any such\neffort.  Sellers shall promptly notify Buyer if any such proposal\nor offer or any inquiry or contact with any Person with respect\nthereto is made.\n\n          7.12 Plant Closing Obligations.  If any Seller or any\nof its Affiliates takes any action which could be construed as a\n\"plant closing\" or \"mass layoff\", or which results in any\nemployee retained or employed suffering or deeming to have\nsuffered any \"employment loss\", as those terms are defined in\nWARN, Sellers and such Affiliates shall be solely responsible for\nproviding any notice required by WARN and for making payments, if\nany, which may be required under WARN for failure to provide\nappropriate notice; provided, however, that for purposes of this\nSection 7.12, employees of the Sellers immediately prior to the\nClosing shall be deemed to be employees of the Buyer as of the\nClosing Date.\n\n          7.13 Further Assurances; Customer and Supplier\nRelationships; Assertion of Claims.  Sellers shall use their best\nefforts to implement the provisions of this Agreement, and for\nsuch purpose Sellers, at the request of Buyer, at or after the\nClosing, shall, without further consideration, promptly execute\nand deliver, or cause to be executed and delivered, to Buyer such\ndeeds, assignments, bills of sale, Required Consents and other\ninstruments in addition to those required by this Agreement, in\nform and substance satisfactory to Buyer, and take all such other\nactions, as Buyer may reasonably deem necessary or desirable to\nimplement any provision of this Agreement or to more effectively\ntransfer, convey and assign to Buyer good and marketable title\nto, and to put Buyer in actual possession and operating control\nof, the Allied Shares and all of the Assets, free and clear of\nall Liens other than Permitted Liens, including, without\nlimitation, such instruments and documents as may be necessary or\nadvisable to vest in Buyer all of Sellers' benefits and interest\nin any Liens (including mechanics' liens) obtained by any Seller\non or in any assets or properties of Sellers' customers.\n\n          7.14 Appointment of Representative.  Each Seller hereby\ndesignates and appoints Skoronski as the Sellers' representative\nand attorney-in-fact (the \"Representative\") to act for and on\nbehalf of the Sellers as provided in this Agreement and to serve\nin accordance with the terms of this Agreement.  The\nRepresentative hereby accepts such appointment and agrees to be\nbound by the terms of this Agreement and to act in furtherance of\nthe interests of the Sellers hereunder.  In the event that\nSkoronski is unable to serve as Representative due to death or\ndisability, or resigns (by providing at least thirty (30) days'\nprior written notice to each party to this Agreement), the\nSellers shall select a successor Representative.  Skoronski's\nrights and obligations under this Agreement as the Representative\nshall be separate and distinct from Skoronski's other rights and\nobligations hereunder or as an officer or director of any\nCompany, and any reference to Skoronski in his capacity as\nRepresentative shall not be deemed a reference to Skoronski in\nany other capacity.\n\n          7.15 Payment of Indebtedness; Releases.  On or before\nthe Closing Date, each Seller will, and the Allied Shareholders\nshall cause Allied to, (a) pay, perform and discharge any and all\nliabilities or obligations for indebtedness of each Company,\nwhether fixed, contingent or otherwise (including, without\nlimitation, notes payable to Affiliates of any Company), and\n(b) obtain copies of all executed releases, in form and substance\nreasonably satisfactory to Buyer, necessary to release of any and\nall Liens relating to such indebtedness, including, without\nlimitation, the Liens described on the Schedule hereto entitled\n\"Liens\" (in each case other than Liens that are Permitted Liens).\nThe Sellers will cause the releases referenced in the foregoing\nclause (b) to be filed promptly, but no later than two (2)\nbusiness days, after payment of the related indebtedness and in\nany event promptly after the Closing Date.\n\n            ARTICLE VIII  COVENANTS OF BUYER AND HON\n\n          8.1  Covenants of Buyer.\n\n          (a)  Maintenance of, and Access to, Records.  From and\n     after the Closing, Buyer shall, whenever reasonably\n     requested by the Representative, permit the Sellers to have\n     access to such business records turned over to Buyer\n     pursuant to this Agreement as may be reasonably requested by\n     such Seller in connection with any audit or investigation by\n     any Governmental Authority, or any matter relating to\n     insurance coverage or third party claims, in each such case\n     to the extent relating to the operation of the Business by\n     such Seller prior to the Closing.  Buyer shall preserve and\n     maintain the records relating to the Business which are part\n     of the Assets for at least five (5) years after the Closing\n     Date.\n\n          (b)  Closing.  Buyer shall use its best efforts to\n     cause the conditions set forth in Section 6.2 to be\n     satisfied by the Closing Date.\n\n          (c)  Disclosure Supplements.  From time to time prior\n     to the Closing, Buyer shall promptly supplement or amend its\n     Schedules to this Agreement with respect to any matter\n     (i) which may arise hereafter and which, if existing or\n     occurring at or prior to the date hereof, would have been\n     required to be set forth or described in Buyer's Schedules\n     to this Agreement, or (ii) which makes it necessary to\n     correct any information in Buyer's Schedules to this\n     Agreement or in any representation and warranty of HON or\n     Buyer which has been rendered inaccurate thereby.  No\n     supplement or amendment to the Schedules to this Agreement\n     or any delivery of Schedules after the date hereof, unless\n     expressly consented in writing by Sellers, shall be deemed\n     to cure any breach of any representation or warranty made in\n     this Agreement, or modify, affect or diminish Sellers' right\n     to terminate this Agreement pursuant to Section 10.1(d).\n\n          (d)  Copies.  During the period from the date hereof to\n     the Closing, Buyer shall promptly furnish or make available\n     to Seller copies of an income statement and balance sheet as\n     of each month-end after the date of this Agreement and prior\n     to Closing.\n\n          (e)  Insurance.  After the Closing Buyer will use its\n     best efforts to maintain any policies of insurance that\n     cover Buyer's assets and properties, including, without\n     limitation, Acquired Assets owned by Buyer, and the\n     liabilities associated with the operation of its business.\n\n          (f)  Supply of Products.  Buyer agrees to supply\n     Sellers, during the term of this Agreement and prior to\n     Closing, and upon request, with products manufactured or\n     sold by Buyer to the extent necessary to replace any\n     reduction in Sellers' supply of Products occurring after the\n     date of this Agreement, on terms and conditions similar to\n     those provided by Buyer to Sellers immediately prior to the\n     date of this Agreement, subject to sufficient availability\n     and capacity by Buyer.\n\n          (g)  Further Assurances.  Buyer, at the request of\n     Sellers and at or after the Closing, shall promptly execute\n     and deliver, or cause to be executed and delivered, such\n     other agreements, certificates, instruments and other\n     writings required by it by this Agreement to satisfy the\n     payment terms set forth in Section 3.1.\n\n          8.2  Covenants of HON.\n\n          (a)  Closing.  HON shall use its best efforts to cause\n     the conditions set forth in Section 6.2 to be satisfied by\n     the Closing Date.\n\n          (b)  IRB Consents.  HON shall use its reasonable best\n     efforts to obtain the consents referred to in Section\n     6.1(j)(i).\n\n          (c)  Buyer Note.  HON shall cause the Buyer Note to be\n     purchased by a financial institution at the face value\n     thereof, or shall repurchase the Buyer Note at the face\n     value thereof within ninety (90) days of the Closing.\n\n            ARTICLE IX  CERTAIN ADDITIONAL COVENANTS\n\n          9.1  Access to Records and Properties.  Prior to the\nClosing, (a) Buyer shall be entitled, and each Seller shall\npermit Buyer, to conduct such investigation of the condition\n(financial or otherwise), business, assets, properties or\noperations of the Companies and the Business as Buyer shall\nreasonably deem appropriate, and (b) each Seller shall\n(i) provide Buyer and its agents and representatives, including\nits independent accountants, internal auditors and attorneys,\nfull and complete access to all the facilities, offices and\nmanagement and supervisory personnel of the Companies, and to all\nof the books and records of the Companies (including work papers\nof any accountants), (ii) cause the Companies' officers,\nemployees and advisors to furnish Buyer with such financial and\noperating data (including the data described in Section 7.2(b))\nand other information with respect to the condition (financial or\notherwise), business, assets, properties or operations of the\nCompanies and the Business as Buyer shall reasonably request, and\n(iii) permit Buyer to make such inspections and copies thereof as\nBuyer may reasonably require, including without limitation, to\nconduct such environmental assessments and investigations of the\nProperty and surrounding property as Buyer or its advisors and\nconsultants may deem necessary or appropriate, and sampling and\nanalysis of environmental media to detect the presence or confirm\nthe absence of contamination, including any contamination which\nmay be present in groundwater and the sources of any such\ncontamination.  In addition, Buyer shall be provided with full\nand complete access to the customers and suppliers of the\nBusiness and the opportunity to make, in conjunction with\nSellers, cooperative calls on purchasers of Products.\n\n          9.2  Expenses; Transfer Taxes.  Each party hereto will\nbear the legal, accounting and other expenses incurred by such\nparty in connection with the negotiation, preparation and\nexecution of this Agreement, the Transaction Documents, and the\ntransactions contemplated hereby.  Buyer shall be responsible for\nall obligations to Robert W. Baird & Co. Incorporated.  Sellers\nshall be responsible for all obligations to Bowles, Hollowell,\nConner and First Union Capital Markets Corporation and counsel to\nAllied and the Sellers, or any of them.  All sales, transfer,\nrecordation and documentary Taxes and fees which may be payable\nin connection with the sale of the Acquired Assets shall be borne\nby Buyer; provided, however, that Sellers will fully cooperate\nwith Buyer in preparing and filing all certificates and other\ndocuments the filing of which will reduce the amount of Taxes and\nfees payable in connection with the sale of the Acquired Assets.\n\n          9.3  Bulk Transfer Laws.  Buyer hereby waives\ncompliance by Sellers with the laws of any jurisdiction relating\nto bulk transfers which may be applicable in connection with the\ntransfer of the Acquired Assets to Buyer.\n\n          9.4  Press Releases and Disclosure.  The parties agree\nthat neither Sellers, Buyer nor their respective Affiliates shall\nissue or cause publication of any press release or other\nannouncement or public communication with respect to this\nAgreement or the transactions contemplated hereby or otherwise\ndisclose this Agreement or the transactions contemplated hereby\nto any third party (other than attorneys, advisors and\naccountants to Sellers or Buyer) without the consent of the other\nparty hereto, which consent shall not be unreasonably withheld;\nprovided, that nothing herein shall prohibit any party from\nissuing or causing publication of any press release, announcement\nor public communication to the extent that such party deems such\naction to be required by Law or stock exchange regulations;\nprovided further that such party shall, whenever practicable\nconsult with the other party concerning the timing and content of\nsuch press release, announcement or communication before the same\nis issued or published.\n\n          9.5  Cooperation in the Defense of Claims.  In the\nevent that a claim is asserted against Buyer, any of its direct\nor indirect subsidiaries or Affiliates, with respect to events or\nconditions occurring or existing in connection with, or arising\nout of, the operation of the Business prior to the Closing, or\nthe ownership, possession, use or sale of the Assets prior to the\nClosing, Sellers shall cooperate with Buyer in the defense of any\nsuch claim.\n\n          9.6  Regulatory Approvals.  Sellers will, and will\ncause its appropriate Affiliates to, and Buyer will, use, in each\ncase, its best efforts to obtain any authorizations, consents,\norders and approvals of any Governmental Authority necessary for\nthe performance of its respective obligations pursuant to this\nAgreement and any of the other transaction documents, and the\nconsummation of the transactions contemplated hereby and thereby,\nand will cooperate fully with each other in all reasonable\nrespects in promptly seeking to obtain such authorizations,\nconsents, orders and approvals.  Neither Sellers nor Buyer will\ntake any action that will have the effect of delaying, impairing\nor impeding the receipt of any required regulatory approvals.\nWithout limiting the generality of the foregoing, Sellers and\nBuyer will promptly file or cause to be filed with the FTC and\nthe DOJ, Notification and Report Forms and documentary materials\nthat substantially comply with the provisions of the H-S-R Act\nand the rules thereunder.  Buyer shall pay all fees associated\nwith the filing of any such Notification and Report Forms or\nrelated materials and information (other than the fees and\nexpenses of Buyer's legal, financial or other professionals\nengaged to provide services in respect of such filing).  Buyer\nand Sellers will promptly file any additional information\nrequested as soon as practicable after receipt of a request for\nadditional information.  Buyer and Sellers will use reasonable\nefforts to obtain early termination of the applicable waiting\nperiod under the H-S-R Act.  The parties hereto will coordinate\nand cooperate with one another in exchanging such information and\nproviding such reasonable assistance as may be requested in\nconnection with such filing.  Sellers will supply Buyer with\ncopies of all correspondence, filings or communications (or\nmemoranda setting forth the substance thereof) between Sellers or\nits representatives, on the one hand, and the FTC, the DOJ or any\nother Governmental Authority or members of their respective\nstaffs, on the other hand, with respect to this Agreement or the\ntransactions contemplated hereby.\n\n          9.7  Employee Matters.  (a) Buyer shall offer\nemployment as of the Closing Date to such currently active\nemployees employed in the Business by the Asset Sellers as of the\nClosing Date as Buyer may determine (each a \"Transferred\nEmployee\").\n\n          (b)  Immediately following the Closing Date, Buyer\n     shall provide to each Transferred Employee employee benefits\n     (including hospitalization, medical, prescription drug,\n     dental, disability, 401(k), pre-tax premium payment,\n     vacation, life and accidental death and dismemberment,\n     incentive, bonus, fringe benefits and other similar benefits\n     but excluding any plan or program (or feature thereof) which\n     provides any opportunity to, directly or indirectly, acquire\n     or invest in the equity of any Asset Seller) which are, in\n     the aggregate, substantially similar to the employee\n     benefits provided as of the date hereof to such Transferred\n     Employee, but only to the extent such Transferred Employee\n     is eligible for such benefits as of such date.  Each\n     Transferred Employee shall be credited for eligibility,\n     benefit accrual and vesting purposes with their periods of\n     service with the Asset Sellers counted under a Company Plan\n     prior to the Closing Date under any similar employee benefit\n     plan, program or arrangement established, maintained,\n     continued or made available by Buyer after the Closing Date\n     in which such Transferred Employees are eligible to\n     participate (excluding for this purpose accruals under any\n     retirement plan for the period prior to Closing).\n\n          (c)  Effective as of the Closing Date, Buyer shall\n     assume the sponsorship of the Fireplace & Spa, Inc. 401(k)\n     Profit Sharing Plan (the \"Assumed Plan\"), and, prior to\n     Closing, FPSI shall take all action necessary to amend such\n     plan to reflect the change in sponsorship, to exclude\n     participation by any employees who are not Transferred\n     Employees (except for deferred vested participants) and make\n     other conforming changes and to transfer to Buyer the assets\n     attributable to the Assumed Plan.\n\n          (d)  The Asset Sellers shall be responsible for all\n     claims for welfare benefits which are incurred prior to the\n     Closing Date by any Transferred Employee (or the eligible\n     spouse or dependent of such Transferred Employee) that are\n     payable under the terms and conditions of any Company Plan,\n     except to the extent accrued for as a liability on\n     Schedule 2.1(b).  The Asset Sellers shall cease to provide\n     any group health plan to any employees as of the Closing\n     Date, and therefore shall have no obligation to provide\n     medical continuation coverage to such employees.  Pursuant\n     to the provisions of this Section 9.7, Buyer shall be\n     considered a successor employer within the meaning of\n     Prop. Treas. Reg. Section 54.4980B-9 and therefore shall be\n     responsible for providing medical continuation coverage\n     pursuant to COBRA to former employees of the Asset Sellers\n     (and their eligible spouses and dependents) who terminate\n     employment at or prior to the Closing Date.  Buyer shall\n     recognize copayments and deductibles paid by each\n     Transferred Employee (or eligible spouse or dependent of\n     such Transferred Employee) under the Plans prior to the\n     Closing Date for the applicable period and shall not exclude\n     any Transferred Employee (or eligible spouse or dependent of\n     such Transferred Employee) from medical coverage based on\n     any preexisting condition.\n\n          (e)  Nothing herein expressed or implied shall confer\n     upon any Transferred Employee (or any spouse or dependent of\n     such Transferred Employee) or legal representative thereof\n     any rights or remedies, including without limitation any\n     right to employment for any specified period, of any nature\n     or kind whatsoever under or by reason of this Agreement.\n\n          (f)  Sellers shall be responsible for the claims for\n     workers compensation benefits which are incurred prior to\n     the Closing Date.\n\n          (g)  To the extent assumed under Section 2.1(b), Buyer\n     shall assume liability for normal and ordinary vacation\n     accruals attributable to each Transferred Employee as a\n     result of such Transferred Employee's service with an Asset\n     Seller.\n\n          (h)  In no event shall Buyer be liable for any\n     severance payments that may be payable to any employee of\n     the Business as a result of the transactions set forth in\n     this Agreement.  The Asset Sellers shall use their best\n     efforts to assign to Buyer as of the Closing Date the\n     employment agreements currently in effect with their respect\n     to the employees and to obtain from each employee covered by\n     any such employment agreement in a form acceptable to Buyer\n     (a) an acknowledgment that the transactions contemplated by\n     this Agreement will not result in a termination of\n     employment for purposes of such employment agreement, and\n     (b) a waiver and release of any claim for payment or\n     benefits under such employment agreement based on the\n     transactions contemplated by this Agreement.\n\n          (i)  On the Closing Date, each of the Asset Sellers\n     shall transfer the personnel files of the employees of the\n     Business, or copies thereof, to Buyer.\n\n          (j)  Sellers shall pay all annual incentive bonuses\n     payable for 1999 and any prior years under any incentive\n     arrangements.\n\n          (k)  Effective prior to the Closing Date, Allied shall\n     transfer out of Allied the life insurance policies covering\n     Sorenson, Skoronski, S. Thiers, and C. R. Daniels (excluding\n     of this purpose any coverage under a group life insurance\n     plan).\n\n          9.8  [Intentionally omitted]\n\n          9.9  Product Warranty Work.  After the Closing Date,\nBuyer shall perform, without recourse to Sellers, the Companies'\nobligations under Ordinary Warranty Commitments.  With respect to\nwarranty claims other than Ordinary Warranty Commitments, Buyer\nmay seek indemnification from Sellers for such Liability, as\nprovided in Article XI.\n\n                     ARTICLE X  TERMINATION\n\n          10.1 Termination.  This Agreement and the transactions\ncontemplated hereby may be terminated at any time prior to the\nClosing:\n\n          (a)  Mutual Consent.  By the Representative and Buyer;\n\n          (b)  Termination Date.  By Sellers, by the\n     Representative or by Buyer, if the Closing shall not have\n     occurred on or before March 31, 2000 (the \"Termination\n     Date\"); provided, however, that (i) if the HSR Approvals\n     shall not have been obtained by March 31, 2000, the\n     Termination Date shall be extended to May 31, 2000 and (ii)\n     the right to terminate this Agreement pursuant to this\n     Section 10.1(b) shall not be available to any party whose\n     failure to fulfill any obligation under this Agreement has\n     been the cause of, or resulted in, the failure of the\n     Closing to occur on or before the Termination Date;\n\n          (c)  Sellers Misrepresentation or Breach.  By Buyer, if\n     there has been a breach by any Seller of any of his or its\n     representations, warranties, covenants, obligations or\n     agreements set forth in this Agreement or in any writing\n     delivered pursuant hereto by any Seller, which breach\n     (A) would give rise to a failure of a condition set forth in\n     Section 6.1, and (B) is incapable of being cured by Sellers\n     or is not cured within ten (10) business days of written\n     notice thereof;\n\n          (d)  Buyer Misrepresentation or Breach.  By Sellers or\n     by the Representative, if there has been a breach by Buyer\n     of any of its representations, warranties, covenants,\n     obligations or agreements set forth in this Agreement or in\n     any writing delivered pursuant hereto by Buyer, which breach\n     (A) would give rise to a failure of a condition set forth in\n     Section 6.2. and (B) is incapable of being cured by Buyer\n     and is not cured within the (10) business days of written\n     notice thereof;\n\n          (e)  Court Order.  By Sellers, by the Representative or\n     by Buyer, if consummation of the transactions contemplated\n     hereby shall violate any non-appealable final order, decree\n     or judgment of any court or Governmental Authority having\n     competent jurisdiction;\n\n          (f)  Material Adverse Change.  By Buyer, if since the\n     date of this Agreement there has been a material adverse\n     change, or the occurrence of a condition or event which\n     would reasonably be expected to result in a material adverse\n     change, in the condition (financial or otherwise), business,\n     assets, properties, or operations of the Companies, taken as\n     a whole (other than as a result of any matter set forth in\n     the proviso to Section 6.1(c));\n\n          (g)  Buyer's Conditions.  By Buyer, if any condition\n     precedent to Buyer's obligation to effect the Closing as set\n     forth in Section 6.1 is not satisfied, or shall have become\n     incapable of fulfillment, and such condition is not waived,\n     if waivable, by Buyer on or prior to the Termination Date;\n     and\n\n          (h)  Sellers' Conditions.  By Sellers or by the\n     Representative, if any condition precedent to Sellers'\n     obligation to effect the Closing as set forth in Section 6.2\n     is not satisfied, or shall have become incapable of\n     fulfillment, and such condition is not waived, if waivable,\n     by Sellers or by the Representative on or prior to the\n     Termination Date.\n\n          10.2 Effect of Termination.  If this Agreement is\nterminated pursuant to Section 10.1, written notice thereof shall\nforthwith be given to the other parties and this Agreement shall\nthereafter become void and have no further force and effect and\nall further obligations of Sellers, HON and Buyer under this\nAgreement shall terminate without further liability of Sellers,\nHON or Buyer, except that (a) each party will return all\ndocuments, workpapers and other material of any other party\nrelating to the transactions contemplated hereby, whether so\nobtained before or after the execution hereof, to the party\nfurnishing the same, and all confidential information received by\nany party hereto with respect to the business of any other party\nshall be treated in accordance with Section 7.4 and the\nConfidentiality Agreements (as hereinafter defined); (b) the\nobligations of Sellers and Buyer under Section 9.2 shall survive\nsuch termination; and (c) such termination shall not constitute a\nwaiver by any party of any claim it may have for damages caused\nby reason of, or relieve any party from liability for, any breach\nof this Agreement prior to termination under Section 10.1.\n\n                  ARTICLE XI  INDEMNIFICATION\n\n          11.1 Indemnification by Buyer.  From and after the\nClosing, Buyer and HON, jointly and severally, shall indemnify,\ndefend and hold Sellers, its Affiliates, and their respective\ndirectors, officers, representatives, employees and agents\nharmless from and against any and all claims, actions, suits,\ndemands, assessments, judgments, losses, liabilities, damages,\ncosts and expenses (including, without limitation, interest,\npenalties, attorneys' fees to the extent permitted by law, and\naccounting fees and investigation costs) (collectively,\n\"Liabilities\") that may be incurred by any Seller or other such\npersons resulting or arising from or related to, or incurred in\nconnection with:  (a) the failure of Buyer to assume, pay,\nperform and discharge the Assumed Liabilities, (b) the failure of\nBuyer to report the purchase of the Allied Shares and the\nAcquired Assets in accordance with the allocations required by\nSection 3.6, and (c) any breach of any representation, warranty,\ncovenant, obligation or agreement of Buyer contained herein or in\nany other Transaction Document.\n\n          11.2 Indemnification by Sellers.\n\n          (I)  General.  From and after the Closing, Sellers\nshall jointly and severally indemnify, defend and hold Buyer, its\nAffiliates, and their respective directors, officers,\nrepresentatives, employees and agents harmless from and against\nany and all Liabilities that may be incurred by Buyer or other\nsuch persons resulting or arising from, related to or incurred in\nconnection with:  (a) (i) the failure of Sellers to assume, pay,\nperform and discharge the Retained Liabilities, or (ii) the\nincurrence by Buyer of any Liabilities of Allied other than the\nLiabilities described under Paragraph I of Schedule\n11.2(I)(a)(ii), including Liabilities described under Paragraph\nII of Schedule 11.2(I)(a)(ii), (b) the failure of Sellers to\nreport the sale of the Acquired Assets in accordance with the\nallocations required by Section 3.6, (c) any breach of any\nrepresentation, warranty, covenant, obligation or agreement of\nSellers contained herein or in any other Transaction Document,\n(d) any failure to comply with the laws of any jurisdiction\nrelating to bulk transfers which may be applicable in connection\nwith the transfer of the Acquired Assets to Buyer, (e) the\nlitigation, actions, suits, investigations, claims, Company Plan\naudits and proceedings described, or required to be described, in\nthe Schedules to this Agreement, (f) any failure to obtain any\nRequired Consent, and (g) Liabilities under the Agreement for\nShared Facilities resulting from a change of control of Allied,\nMadison or Minocqua.\n\n          (II) Environmental Indemnification.  Sellers jointly\nand severally agree to indemnify, defend, reimburse and hold\nharmless:\n\n          (A)  Buyer, its Affiliates and their respective\n               directors, officers, representatives, employees\n               and agents; and\n\n          (B)  any other Person who acquires a portion of the\n               Property in any manner, including but not limited\n               to, through purchase, at a foreclosure sale or\n               otherwise through the exercise of the rights and\n               remedies of Buyer under this Agreement; and\n\n          (C)  the contractors, subcontractors, experts,\n               licensees, lessees, mortgagees, trustees, heirs,\n               devisees, successors, assigns and invitees of any\n               Persons referred to in subsections (A) or (B) of\n               this Section 11.2(II);\n\nfrom and against any and all Environmental Damages (as\nhereinafter defined) arising from the presence, use, generation,\nstorage, treatment, discharge, release or disposal (including off-\nsite disposal) of Hazardous Materials upon, about, from or\nbeneath the Property or migrating to or from the Property, or\narising in any manner whatsoever out of the violation of any\nEnvironmental Requirements pertaining to the Property and the\nactivities thereon, in each case to the extent that such\nEnvironmental Damages or violation of any Environmental\nRequirements are attributable to, or the result of, any act or\nomission by any Company prior to the Closing Date.  This\nobligation to indemnify shall include, but not be limited to, the\nexpense of defending all claims, suits and administrative\nproceedings (with counsel reasonably approved by the indemnified\nparties), even if such claims, suits or proceedings are\ngroundless, false or fraudulent, and paying and discharging, when\nand as the same become due, any and all judgments, penalties or\nother sums due against such indemnified Persons; provided,\nhowever, that Buyer will be entitled to control any clean-up or\nremediation, and any related proceeding, and, except as provided\nin the following sentence, any other proceeding with respect to\nwhich indemnity may be sought under this Section.  The procedures\ndescribed in Section 11.3 shall apply to any claim solely for\nmonetary damages relating to a matter covered by this Section.\n\n          (III)     Tax Indemnification.\n\n          (A)  Tax Indemnification by Allied Shareholders.  The\n     Allied Shareholders shall jointly and severally indemnify,\n     defend and hold Buyer and its Affiliates (including Allied)\n     harmless from and against: (i) any and all liability for\n     Taxes (including without limitation any obligation to\n     contribute to the payment of a Tax determined on a\n     consolidated, combined, or unitary basis with respect to a\n     group of corporations that includes or included Allied) of\n     Allied for all Taxable periods ending on or before the\n     Closing Date (the \"Pre-Closing Tax Period\") and for the\n     portion of any Taxes (including without limitation any\n     obligation to contribute to the payment of a Tax determined\n     on a consolidated, combined, or unitary basis with respect\n     to a group of corporations that includes or included Allied)\n     of Allied for any Straddle Period (as defined in\n     Section 11.2(III)(C)) that is allocated (pursuant to Section\n     11.2(III)(C)) to the Pre-Closing Tax Period (such\n     liabilities collectively, \"Pre-Closing Tax Liabilities\");\n     (ii) any and all liability (as a result of Treasury\n     Regulation ' 1.1502-6 or any similar provision of state,\n     local or foreign law or otherwise) for Taxes of the Allied\n     Shareholders or any other person (other than Allied) which\n     is or has ever been affiliated with Allied, or with whom\n     Allied otherwise joins or has ever joined (or is or has ever\n     been required to join) in filing any consolidated, combined\n     or unitary Tax Return prior to the Closing, (iii) any and\n     all liability for Conveyance Taxes; (iv) any and all Taxes\n     payable by the Allied Shareholders or their Affiliates\n     (including their beneficiaries) in connection with the sale\n     of the Allied Shares to Buyer and any other payments made or\n     to be made to the Allied Shareholders or their Affiliates\n     (including their beneficiaries) by Buyer pursuant to this\n     Agreement or the transactions and agreements contemplated\n     hereby, including, without limitation, all income and\n     capital gain Taxes payable, whether by assessment,\n     withholding or otherwise; (v) any and all liability for\n     Taxes or other Liabilities arising out of a breach or\n     inaccuracy of any representation or warranty contained in\n     Section 5.1(v); and (vi) any and all liability for\n     reasonable legal, accounting and appraisal fees and expenses\n     with respect to any item described in clauses (i), (ii),\n     (iii), (iv) or (v) above; provided, however, that the amount\n     of the indemnity obligation of the Allied Shareholders for\n     Taxes pursuant to this Section 11.2(III)(A) shall be reduced\n     to the extent that the aggregate reserves for Taxes\n     (excluding deferred income Taxes) reflected on the Financial\n     Statements exceed the aggregate liability for Taxes for the\n     periods covered by such reserves.\n\n          (B)  Tax Indemnification by Buyer.  Buyer shall\n     indemnify, defend and hold the Allied Shareholders and their\n     Affiliates harmless from and against (i) any liability for\n     Taxes of Allied for any Taxable period ending after the\n     Closing Date (except with respect to a Straddle Period, in\n     which case Buyer's indemnity will cover only Taxes (other\n     than Conveyance Taxes) that are not Pre-Closing Tax\n     Liabilities, and (ii) any liability (as a result of Treasury\n     Regulation Section 1.1502-6 or any similar provision of state,\n     local or foreign law or otherwise) for Taxes of Buyer or any\n     other person (other than Allied) which is or has ever been\n     affiliated with Buyer, or with whom Buyer joins or has ever\n     joined (or is or has ever been required to join) in filing\n     any consolidated, combined or unitary Tax Return.\n\n          (C)  Straddle Period.  In the case of any Taxable\n     period that includes but does not end on the Closing Date (a\n     \"Straddle Period\"), Taxes of Allied for the Straddle Period\n     shall be computed in a manner consistent with past practice\n     and shall be allocated to the Pre-Closing Tax Period using\n     an interim-closing-of-the-books method assuming that such\n     Taxable period ended at the close of the Closing Date,\n     except that (X) exemptions, allowances or deductions that\n     are calculated on an annual basis (such as the deduction for\n     depreciation) shall be apportioned on a per-diem basis and\n     (Y) real property, personal property, intangibles and other\n     similar Taxes shall be allocated in accordance with the\n     principles of Section 164(d) of the Code.\n\n          (D)  Procedures Relating to Tax Indemnification.\n\n               (1)  If any claim for Taxes, including, without\n          limitation, notice of a pending or threatened audit,\n          shall be made by any Taxing authority in writing (a\n          \"Tax Claim\"), which, if successful, would result in an\n          indemnity payment pursuant to Section 11.2(III)(A) or\n          (B), the party seeking indemnification (the\n          \"Indemnified Tax Party\") shall notify the other party\n          (the \"Indemnifying Tax Party\") in writing of the Tax\n          Claim within forty-five (45) days of receipt of such\n          Tax Claim and in sufficient detail to apprise the\n          Indemnifying Tax Party of the nature of the Tax Claim.\n          If notice of a Tax Claim (a \"Tax Notice\") is not given\n          to the Indemnifying Tax Party within such forty-five-\n          day period or in detail sufficient to apprise the\n          Indemnifying Tax Party of the nature of the Tax Claim,\n          the Indemnifying Tax Party shall not be liable to the\n          Indemnified Tax Party to the extent that the\n          Indemnifying Tax Party's position is actually and\n          materially prejudiced as a result thereof.\n\n               (2)  The Allied Shareholders shall have the sole\n          right to represent the interests of Allied in the\n          defense of any claim for Taxes relating to Taxable\n          periods ending on or before the Closing Date, and to\n          employ counsel of their choice at their expense.\n          Notwithstanding the foregoing, the Allied Shareholders\n          shall not be entitled to settle, either\n          administratively or after the commencement of\n          litigation, any claim for Taxes that would adversely\n          affect the liability for Taxes of Buyer or Allied for\n          any Taxable period ending after the Closing Date\n          (including, but not limited to, the imposition of\n          income tax deficiencies, the reduction of asset basis\n          or cost adjustments, the lengthening of any\n          amortization or depreciation periods, the denial of\n          amortization or depreciation deductions or the\n          reduction of loss or credit carryforwards) without the\n          prior written consent of Buyer.  Such consent shall not\n          be unreasonably withheld, and shall not be necessary to\n          the extent that the Allied Shareholders have\n          indemnified Buyer against the effects of any such\n          settlement.\n\n               (3)  Buyer shall have the sole right to represent\n          the interests of Allied in the defense of any claim for\n          Taxes relating to Taxable periods ending after the\n          Closing Date.  Notwithstanding the foregoing, the\n          Allied Shareholders shall be entitled to participate at\n          their expense in the defense of any claim for Taxes for\n          a Taxable year or period ending after the Closing Date\n          that may be subject to indemnification by the Allied\n          Shareholders pursuant to Section 11.2(III)(A).  Neither\n          Buyer nor Allied may agree to settle any Tax Claim for\n          the portion of the Taxable year or period ending on the\n          Closing Date that may be the subject of indemnification\n          by the Allied Shareholders under Section 11.2(III)(A)\n          without the prior written consent of the Allied\n          Shareholders, which consent shall not be unreasonably\n          withheld.\n\n          (E)  Miscellaneous Tax Matters.  After the Closing\n     Date, the Allied Shareholders and Buyer shall:\n\n               (1)  assist (and cause their respective Affiliates\n          to assist) the other party in preparing any Tax Returns\n          that such other party is responsible for preparing and\n          filing in accordance with this Section 11.2(III);\n\n               (2)  cooperate fully in preparing for any audits\n          of, or disputes with Taxing authorities regarding, any\n          Tax Returns of Allied;\n\n               (3)  make available to the other and to any Taxing\n          authority as reasonably requested all information,\n          records and documents in such party's possession\n          relating to Taxes of Allied;\n\n               (4)  provide timely notice to the other in writing\n          of any pending or threatened Tax audits or assessments\n          of Allied for Taxable periods for which the other may\n          have a liability under this Section 11.2(III); and\n\n               (5)  furnish the other with copies of all\n          correspondence received from any Taxing authority in\n          connection with any Tax audit or information request\n          relating to Allied with respect to any such Taxable\n          period.\n\n          (F)  Delivery of Tax Information.  Within sixty (60)\n     days following the Closing Date, the Allied Shareholders and\n     the Allied Representative shall deliver or cause to be\n     delivered to Buyer copies of all Tax Returns of Allied for\n     any Taxable year or other period commencing on or after\n     December 31, 1995 and all schedules, work papers and other\n     documents (including without limitation appraisals and other\n     background information) that is in the possession of any of\n     the Allied Shareholders and which relate to such Tax\n     Returns, which documents shall be subject to the terms of\n     the Confidentiality Agreements.\n\n          (G)  Tax Dispute Resolution Mechanism.  Wherever in\n     this Section 11.2(III) it is provided that a dispute shall\n     be resolved pursuant to the \"Tax Dispute Resolution\n     Mechanism,\" such dispute shall be resolved as follows:  The\n     parties shall submit the dispute to a jointly selected\n     nationally recognized accounting firm (the \"Settlement\n     Accountants\") for resolution, which resolution shall be\n     final, conclusive and binding on the parties.\n     Notwithstanding anything in this Agreement to the contrary,\n     the fees and expenses of the Settlement Accountants in\n     resolving a dispute shall be borne equally by the Allied\n     Shareholders and by Buyer, other than fees and expenses\n     relating to a dispute as to the amount of Taxes owed by\n     either of the parties with respect to a Tax Return for a\n     Straddle Period, in which case such fees and expenses shall\n     be paid by Buyer and by the Allied Shareholders in\n     proportion to each party's respective liability for Taxes as\n     determined by the Settlement Accountants.\n\n          (H)  Survival of Tax Provisions.  The obligations of\n     the parties set forth in this Section 11.2(III) shall be\n     unconditional and absolute and shall remain in effect until\n     the date ninety (90) days after the expiration of the\n     relevant statute of limitations (giving effect to all valid\n     waivers or extensions thereof) applicable to the Taxes at\n     issue.  Claims for indemnification arising under or with\n     respect to Section 5.1(v) or this Section 11.2(III) may not\n     be made unless notice of such claims has been given on or\n     prior to the date that is ninety (90) days after the\n     expiration of the relevant statute of limitations applicable\n     to the Taxes at issue, giving effect to all valid waivers or\n     extensions thereof.\n\n          (I)  Conveyance Taxes.  Notwithstanding any other\n     provision of this Agreement to the contrary, the Allied\n     Shareholders shall be jointly and severally liable for, and\n     shall timely pay, any and all gains, transfer, sales, use,\n     bulk sales, recording, registration, documentary, stamp, and\n     other Taxes that may result from, or be incurred in\n     connection with, the transactions contemplated by this\n     Agreement (\"Conveyance Taxes\").  The Allied Shareholders\n     shall, at their own expense, properly complete, sign, and\n     timely file any and all required Tax Returns with respect to\n     such Taxes and, if required by applicable Law, Buyer will\n     join in the execution of any such Tax Returns.\n\n          (J)  Return Filings, Refunds and Credits.\n\n               (1)  The Allied Shareholders shall cause Allied to\n          prepare and file on a timely basis all Tax Returns with\n          respect to Allied that are required to be filed (after\n          giving effect to any valid extensions thereof) on or\n          prior to the Closing Date.\n\n               (2)  Buyer shall prepare or cause to be prepared\n          and shall file or cause to be filed on a timely basis\n          all other Tax Returns with respect to Allied.  In\n          connection therewith, the Allied Shareholders shall be\n          responsible for and shall pay any Taxes for which the\n          Allied Shareholders have agreed to indemnify Buyer\n          pursuant to Section 11.2(III)(A).  Before filing any\n          Tax Return with respect to any Straddle Period or any\n          other Tax Return with respect to Taxes for which the\n          Allied Shareholders have agreed to indemnify Buyer\n          pursuant to Section 11.2(III)(A), Buyer shall provide\n          the Allied Shareholders with a copy of such Tax Return\n          at least thirty (30) days prior to the last date for\n          timely filing such Tax Return (giving effect to any\n          valid extensions thereof), accompanied by a statement\n          calculating in reasonable detail the Allied\n          Shareholders' indemnification obligation pursuant to\n          Section 11.2(III)(A).  If for any reason the Allied\n          Shareholders do not agree with Buyer's calculation of\n          their indemnification obligation, the Allied\n          Shareholders shall notify Buyer of their disagreement\n          within ten (10) days of receiving a copy of the Tax\n          Return and Buyer's calculation, and such dispute shall\n          be resolved pursuant to the Tax Dispute Resolution\n          Mechanism.  If the Allied Shareholders agree with\n          Buyer's calculation of their indemnification\n          obligation, the Allied Shareholders shall pay Buyer the\n          amount of the Allied Shareholders' indemnification\n          obligation at least five (5) business days prior to the\n          last date for timely filing such Tax Return (including\n          any valid extensions thereof).\n\n               (3)  Any refunds or credits of Taxes of Allied\n          plus any interest received with respect thereto from an\n          applicable Taxing authority for any Taxable period\n          ending on or before the Closing Date (including,\n          without limitation, refunds or credits arising by\n          reason of amended Tax Returns filed after the Closing\n          Date) shall, except as otherwise provided in Section\n          11.2(III)(M) and except to the extent any such refund\n          or claim is reflected as an asset on the Unaudited\n          Financial Statements, be for the account of the Allied\n          Shareholders and shall be paid by Buyer to the Allied\n          Shareholders within thirty (30) days after Buyer\n          receives such refund or after the relevant Tax Return\n          is filed in which the credit is applied against\n          Buyer's, the Company's or any of their Affiliates' or\n          any of their successors' liability for Taxes.  Any\n          refunds or credits of Taxes of Allied plus any interest\n          received with respect thereto from an applicable Taxing\n          authority for any Taxable period beginning after the\n          Closing Date shall be for the account of Buyer.  Any\n          refunds or credits of Taxes of Allied for any Straddle\n          Period shall be apportioned between the Allied\n          Shareholders, on the one hand,  and Buyer, on the other\n          hand, in the same manner as the liability for such\n          Taxes is apportioned pursuant to Section 11.2(III)(C).\n\n          (K)  Exclusivity.  All rights and obligations of the\n     parties hereto with respect to Taxes, including all rights\n     of either party to indemnification with respect to Taxes,\n     shall be governed exclusively by the provisions of this\n     Section 11.2(III) and Section 5.1(v), and in particular the\n     provisions of Sections 11.1, 11.2(I), 11.3, 11.5 and 11.6\n     shall not apply to obligations arising under this\n     Section 11.2(III).\n\n          (L)  Tax Sharing Agreements.  Any and all existing\n     agreements or practices relating to the allocation or\n     sharing of Taxes (the \"Tax Sharing Agreements\") between\n     Allied and any member of an affiliated group, within the\n     meaning of Section 1504(a) of the Code, of which Allied is\n     or was a member shall be terminated as of the Closing Date\n     without payment by or other obligation of Allied.  After the\n     Closing Date, neither the Company, nor any member of any\n     such group shall have any further rights or obligations\n     under any such Tax Sharing Agreement.\n\n          (M)  Carryforwards of Losses.  Buyer shall be free to\n     cause Allied to elect, where permitted by applicable law, to\n     carry forward any net operating loss, net capital loss,\n     charitable contribution or other item arising after the\n     Closing Date, including, without limitation, any such loss\n     or other item that would, absent such election, be carried\n     back to a Taxable period ending on or before the Closing\n     Date.  Notwithstanding anything to the contrary in Section\n     11.2(III)(J), Buyer shall be entitled to any refund of\n     income Taxes paid before the Closing Date, to the extent\n     that such refund is attributable to carryback of losses or\n     deductions of Allied that accrue after the Closing Date.\n\n          11.3 Notice of Claim; Right to Participate in and\nDefend Third Party Claim.\n\n          (a)   If any indemnified party receives notice of the\n     assertion of any claim, the commencement of any suit, action\n     or proceeding, or the imposition of any penalty or\n     assessment by a third party in respect of which indemnity\n     may be sought hereunder (a \"Third Party Claim\"), and the\n     indemnified party intends to seek indemnity hereunder, then\n     the indemnified party shall promptly provide the\n     indemnifying party with prompt written notice of the Third\n     Party Claim, but in any event not later than thirty (30)\n     calendar days after receipt of such notice of Third Party\n     Claim.  The failure by an indemnified party to notify an\n     indemnifying party of a Third Party Claim shall not relieve\n     the indemnifying party of any indemnification responsibility\n     under this Article XI, unless such failure materially\n     prejudices the ability of the indemnifying party to defend\n     such Third Party Claim.\n     \n          (b)  The indemnifying party shall have the right to\n     control the defense or settlement of such Third Party Claim\n     with counsel of its choosing provided the indemnifying party\n     shall have acknowledged in writing its obligations to\n     indemnify the indemnified party with respect to such Third\n     Party Claim; provided, however, that the indemnifying party\n     shall not settle or compromise any Third Party Claim without\n     the indemnified party's prior written consent, unless the\n     terms of such settlement or compromise release the\n     indemnified party from any and all liability with respect to\n     the Third Party Claim.  The indemnified party shall be\n     entitled (at the indemnified party's expense) to participate\n     in the defense of any Third Party Claim with its own\n     counsel.\n\n          (c)  Any indemnifiable claim hereunder that is not a\n     Third Party Claim shall be asserted by the indemnified party\n     by promptly delivering notice thereof to the indemnifying\n     party.\n\n          11.4 Setoff.  (a) In addition to any and all other\nremedies hereunder or at law or in equity, Buyer shall be\nentitled to recover any indemnification payment or other amounts\ndue from any Seller or Affiliate of a Seller hereunder, under an\nEmployment and Non-Competition Agreement or a Non-Competition\nAgreement, or by a guarantor under a Shareholder Guaranty and (i)\nwhich have not been duly and punctually paid, or (ii) with\nrespect to which any such Seller or Affiliate shall not have\nacknowledged its indemnification obligations under Article XI, by\nretaining and setting off the amounts (whether or not such\namounts are liquidated or reduced to judgment) against any\namounts due from Buyer to any Seller, Affiliate of a Seller or\nguarantor under any such agreement or the Convertible Debentures\nor any securities into which Convertible Debentures have been\nconverted; provided, however, that any setoff associated with a\nbreach or amounts due under any Employment and Non-Competition\nAgreement or any Non-Competition Agreement shall be set off\nsolely against the Seller or Affiliate of Seller committing such\nbreach.  Pending final judgment by a court of competent\njurisdiction (which shall, for purposes of this Agreement, be\ndeemed to include any decision of any mediator to which the\nparties thereto have consented, and any arbitration decision\nrendered, pursuant to Section 11.8) that Buyer is entitled to any\nsuch payments or other amounts, the setoff amounts shall be\ndeposited into an interest bearing escrow account with a\nfinancial institution designated by Buyer (the \"Escrow Agent\").\n\n          (b)  (i) If such judgment holds that Buyer in whole or\n     in part wrongfully setoff, and that Buyer had reasonable\n     grounds for its assertion that such Seller, Affiliate or\n     guarantor was in breach of, or had otherwise failed to\n     comply with, the agreement under which setoff was claimed\n     and the amount setoff, Buyer shall pay the Person entitled\n     to such wrongfully setoff funds such wrongfully setoff funds\n     plus an amount equal to (x) 10% interest computed thereon\n     less (y) interest earned on the escrowed funds from the date\n     of the earlier of escrow deposit or setoff to the date of\n     payment and such person shall be entitled to such escrow\n     interest.  (ii) If such judgment holds that Buyer in whole\n     or in part wrongfully setoff, and that Buyer did not have\n     reasonable grounds for its assertion that such Seller,\n     Affiliate or guarantor was in breach of, or had otherwise\n     failed to comply with, the agreement under which setoff was\n     claimed and the amount setoff, Buyer shall pay the Person\n     entitled to such wrongfully setoff funds an amount equal to\n     (x) such wrongfully setoff funds plus (y) interest actually\n     earned thereon as reflected in account statements from the\n     Escrow Agent, plus (z) an additional 15% interest computed\n     on the wrongfully setoff funds from the date of the earlier\n     of escrow deposit or setoff to the date of payment.\n\n          (c)  If such judgment holds that Buyer in whole or in\n     part was entitled to setoff, the Person otherwise entitled\n     to any such setoff amount shall pay Buyer an amount equal to\n     (x) 10% interest computed on the amount of such judgment\n     less (y) interest earned on any escrowed amounts from the\n     date of setoff to the date of such judgment, and Buyer shall\n     be entitled to such escrow interest.\n\n          (d)  Buyer's rights to set off amounts immediately\n     prior to the expiration of the period set forth in Section\n     11.5(e) with respect to any claim referred to in such\n     Section which is a Third Party Claim shall be conditioned\n     upon HTI or any Affiliate of HTI having received written\n     notice of such Claim, including, without limitation, any\n     such written notice from an insurance company asserting any\n     such Claim.\n\n          11.5 Time Limitations on Claims for Indemnification.\nThe right of Buyer to indemnification pursuant to\nSections 11.2(I)(a) and 11.2(I)(c), and the right of Sellers to\nindemnification for breach of representations and warranties\npursuant to Section 11.1(c) or pursuant to the Securityholders'\nAgreement, shall apply only to those claims for indemnification\nwhich are given pursuant to this Agreement on or before the\nrespective dates set forth below:\n\n          (a)  Any claim for indemnification relating to any\n     breach of the representations and warranties set forth in\n     Section 5.1(v) shall be made on or before the second\n     anniversary of the Closing Date; provided, however, that\n     notwithstanding the foregoing provisions of this\n     Section 11.5(a), any claim for indemnification pursuant to\n     Section 11.2(III) shall be made during the period described\n     in Section 11.2(III)(H);\n\n          (b)  No time limit shall apply to any right to\n     indemnification with respect to any breach of any\n     representation or warranty contained in Section 5.1(a), (b),\n     (d) or (e), Section 5.2(a) or (b), Section 5.3(a) or (b), or\n     Section 5.4(a), (b) or (c);\n\n          (c)  Any claim for indemnification relating to any\n     breach of the representations and warranties set forth in\n     Section 5.1(t) shall be made on or before the second\n     anniversary of the Closing Date;\n\n          (d)  Any claim for indemnification with respect to any\n     breach of any representation or warranty set forth in any\n     subsection of Section 5.1, Section 5.2, 5.3 or 5.4 not\n     referred to in subsections (a), (b) or (c) of this Section\n     11.5 shall be made on or before the day that is 455 days\n     after the Closing Date; and\n\n          (e)  Any claim for indemnification made pursuant to\n     Section 11.2(I)(a) shall be made on or before the third\n     anniversary of the Closing Date.\n\n          11.6 Maximum and DeMinimis Amounts.\n\n          (a)  The maximum amount of indemnification which can be\n     required of Sellers in the aggregate under Section\n     11.2(I)(c) for any breach of any representation or warranty\n     set forth in Section 5.1 (or any portion thereof), Section\n     11.2(II) and Section 11.2(I)(a) shall not exceed\n     $10,000,000.\n\n          (b)  Sellers shall not be required to indemnify, defend\n     or hold Buyer harmless from and against any Liabilities\n     under Section 11.2(I)(c) with respect to any breach of any\n     representation or warranty (without giving effect to any\n     limitations as to \"materiality,\" \"substantial,\" \"Material\n     Adverse Effect,\" or \"material adverse change\" set forth\n     therein) (other than a breach of any representation and\n     warranty described in Sections 5.1(d) or (l) or 5.2) unless\n     and until the amount of such Liabilities equals $375,000 in\n     the aggregate (the \"Threshold Amount\") in which event\n     Sellers shall be obligated to indemnify Buyer, and Buyer may\n     assert its right to indemnification hereunder to the full\n     extent of all Liabilities relating to such breach, including\n     Liabilities that are less than the Threshold Amount.\n\n          11.7 Exclusions.  No limitation set forth in\n     Sections 11.5 or 11.6 shall apply with respect to any\n     representations and warranties made by any Seller which any\n     Seller knew were untrue or false.\n\n          11.8 Dispute Resolution.  (a) In the event that any\nparty to this Agreement or the Securityholders' Agreement has any\nclaim, right or cause of action against any other party to this\nAgreement or the Securityholders' Agreement, which the parties\nshall be unable to settle by agreement between themselves, such\nclaim, right or cause of action, to the extent that the relief\nsought by such party is for monetary damages or awards, shall be\nsubmitted to non-binding mediation, pursuant to clause (b) below,\nand if not successfully mediated, determined by arbitration in\naccordance with the provisions of this Section 11.8.\n\n          (b)  The party or parties requesting mediation shall\n     serve upon the other or others a demand therefor, in\n     writing, specifying the matter to be submitted to mediation.\n     Within ten (10) business days after receipt of such written\n     demand, the parties shall agree in writing to the\n     appointment of a mutually acceptable mediator, who shall fix\n     a time and place of the mediation which shall be as soon as\n     conveniently possible (but in no event later than ten (10)\n     business days after the appointment of the mediator), at\n     which time and place the parties to the controversy shall\n     appear and be heard with respect to the right, claim or\n     cause of action.  If the parties do not agree upon a\n     mediator within the time specified, the matter shall proceed\n     to arbitration under the procedures set forth in this\n     Section 11.8.  At mediation, each party shall present such\n     testimony, examinations and investigations in accordance\n     with such procedures and regulations as may be determined by\n     the mediator and shall also recommend to the mediator a\n     monetary award to be adopted by the mediator.  After hearing\n     the parties in regard to the matter in dispute, the mediator\n     shall adopt as his or her determination with respect to such\n     claim, right or cause of action, within ten (10) business\n     days of the completion of the examination, by decision\n     signed in writing (together with a brief written statement\n     of the reasons for adopting such recommendation), one of the\n     recommendations submitted by the parties to the dispute and\n     shall grant no other relief or remedy.  The decision of said\n     mediator shall be non-binding and may be appealed by any\n     party to arbitration under the arbitration procedures set\n     forth in this Section 11.8  The expense and cost of\n     mediation, including fees and expenses of counsel to the\n     parties, shall be borne by the party or parties whose\n     recommendation was not adopted by the mediator.\n\n          (c)  The party or parties requesting arbitration shall\n     serve upon the other or others a demand therefor, in\n     writing, specifying the matter to be submitted to\n     arbitration, and nominating a competent disinterested person\n     to act as an arbitrator.  Within ten (10) business days\n     after receipt of such written demand and nomination, the\n     other party or parties shall, in writing, nominate a\n     competent disinterested person, and the two (2) arbitrators\n     so designated shall, within ten (10) business days\n     thereafter, select a third arbitrator.  The three (3)\n     arbitrators shall give immediate written notice of such\n     selection to the parties and shall fix in said notice a time\n     and place of the meeting of the arbitrators which shall be\n     as soon as conveniently possible (but in no event later than\n     ten (10) business days after the appointment of the third\n     arbitrator), at which time and place the parties to the\n     controversy shall appear and be heard with respect to the\n     right, claim or cause of action.\n\n          (d)  In case the notified party or parties shall fail\n     to make a selection upon notice within the time period\n     specified in Section 11.8(c), the party asserting such claim\n     shall appoint an arbitrator on behalf of the notified party.\n     In the event that the first two (2) arbitrators selected\n     shall fail to agree upon a third arbitrator within ten (10)\n     business days after their selection, then such arbitrator\n     may, upon application made by either of the parties to the\n     controversy, be appointed by any judge of any United States\n     court of record having jurisdiction in the State of\n     Wisconsin.\n\n          (e)  At arbitration, each party shall present such\n     testimony, examinations and investigations in accordance\n     with such procedures and regulations as may be determined by\n     the arbitrators and shall also recommend to the arbitrators\n     a monetary award to be adopted by the arbitrators as the\n     complete disposition of such claim, right or cause of\n     action.  After hearing the parties in regard to the matter\n     in dispute, the arbitrators shall adopt as their\n     determination with respect to such claim, right or cause of\n     action, within ten (10) business days of the completion of\n     the examination, by majority decision signed in writing\n     (together with a brief written statement of the reasons for\n     adopting such recommendation), one of the recommendations\n     submitted by the parties to the dispute and shall grant no\n     other relief or remedy.  The decision of said arbitrators,\n     absent fraud, duress or manifest error, shall be final and\n     binding upon the parties to such controversy and may be\n     enforced in any court of competent jurisdiction.\n\n          (f)  The expense and cost of arbitration, including\n     fees and expenses of counsel to the parties, shall be borne\n     by the party or parties whose recommendation was not adopted\n     by the arbitrator.\n\n          (g)  Notwithstanding any other provisions of this\n     Section 11.8, in the event that a party against whom any\n     claim, right or cause of action is asserted commences, or\n     has commenced against it, bankruptcy, insolvency or similar\n     proceedings, the party or parties asserting such claim,\n     right or cause of action shall have no obligations under\n     this Section 11.8 and may assert such claim, right or cause\n     of action in the manner and forum it deems appropriate,\n     subject to applicable laws.  No determination or decision by\n     the mediator or arbitrators pursuant to this Section 11.8\n     shall limit or restrict the ability of any party hereto to\n     obtain or seek in any appropriate forum, any relief or\n     remedy that is not a monetary award or money damages.\n\n          (h)  Any reference to any judicial decision or\n     determination by any court contained herein, in the\n     Securityholders' Agreement, in the Debentures or in any\n     other agreement executed pursuant hereto, shall include any\n     decision of a mediator by which the parties have agreed to\n     be bound, and any decision of arbitrators reached pursuant\n     to this Section 11.8.\n\n                   ARTICLE XII  MISCELLANEOUS\n\n          12.1 Amendments.  This Agreement may be amended only by\na writing executed by Buyer and the Representative, acting on\nbehalf of Sellers.\n\n          12.2 Entire Agreement.  This Agreement, the\nConfidentiality Agreement dated September 14, 1999 between\nBowles, Hollowell, Conner (on behalf of Sellers) and HON (the\n\"Seller Confidentiality Agreement\"), the letter agreement\nregarding confidentiality dated November 19, 1999 among HON,\nAllied, AFC, Madison, Minocqua and Bowles, Hollowell, Conner\n(together with the Seller Confidentiality Agreement, the\n\"Confidentiality Agreements\") and the other agreements expressly\nprovided for herein and the Schedules hereto, set forth the\nentire understanding of the parties hereto with respect to the\nsubject matter hereof, and supersede all prior contracts,\nagreements, arrangements, communications, discussions,\nrepresentations and warranties, whether oral or written, between\nthe parties.\n\n          12.3 Governing Law.  This Agreement shall in all\nrespects be governed by and construed in accordance with the laws\nof the State of  Wisconsin, without regard to its conflicts of\nlaw doctrine.  Each Seller hereby agrees to submit to the\npersonal jurisdiction of the state or federal courts located in\nthe State of Wisconsin, and hereby appoint the Representative, as\nits agent for purpose of service of process in any such state or\nfederal court.  Notwithstanding the foregoing, any party may\ninitiate and prosecute any legal proceeding or seek enforcement\nof any judgment in any proper court having jurisdiction in the\nUnited States or elsewhere.\n\n          12.4 Notices.  Any notice, request or other\ncommunication required or permitted hereunder shall be in writing\nand shall be deemed to have been duly given (a) when received if\npersonally delivered, (b) within five (5) days after being sent\nby registered or certified mail, return receipt requested,\npostage prepaid, (c) within twelve (12) hours after being sent by\ntelecopy, with confirmed answerback, or (d) within one (1)\nbusiness day of being sent by priority delivery by established\novernight courier, to the parties at their respective addresses\nset forth below.\n\n       To Sellers:       Ron F. Skoronski\n                         6709 Watts Road\n                         Madison, Wisconsin  53719\n\n       With a copy to:   Axley Brynelson, LLP\n                         Manchester Place\n                         2 East Mifflin Street, Suite 200\n                         Madison, WI 53703\n                         Fax No.:  (608) 257-5444\n                         Attention:  Bruce Harms\n\n       To Buyer or HON:  Hearth Technologies Inc.\n                         c\/o HON INDUSTRIES Inc.\n                         414 East Third Street\n                         Muscatine, IA 52761\n                         Attention:  Chief Financial Officer\n\n       With a copy to:   HON INDUSTRIES Inc.\n                         414 East Third Street\n                         Muscatine, IA 52761\n                         Attention:  General Counsel\n\n                  and:   Jones, Day, Reavis & Pogue\n                         77 West Wacker, 35th Floor\n                         Chicago, Illinois 60601-1692\n                         Fax No.:  (312) 782-8585\n                         Attention:  Elizabeth C. Kitslaar\n\nAny party by written notice to the others given in accordance\nwith this Section 12.4 may change the address or the Persons to\nwhom notices or copies thereof shall be directed.\n\n       12.5 Counterparts.  This Agreement may be executed in any\nnumber of counterparts, each of which shall be deemed to be an\noriginal, and all of which together will constitute one and the\nsame instrument.\n\n       12.6 Assignment.  This Agreement shall be binding upon and\ninure to the benefit of the successors and assigns of each party\nhereto, but no rights, obligations or liabilities hereunder shall\nbe assignable by (a) any Seller without the prior written consent\nof Buyer, or (b) Buyer without the consent of the Representative.\n\n       12.7 Waivers.  Except as otherwise provided herein, Buyer\nor Sellers may waive in writing compliance by the other parties\nhereto (to the extent such compliance is for the benefit of the\nparty giving such waiver) with any of the terms, covenants or\nconditions contained in this Agreement or in any of the other\nTransaction Documents (except such as may be imposed by law).\nAny waiver by any party of any violation of, breach of, or\ndefault under, any provision of this Agreement or any of the\nother Transaction Documents, by any other party shall not be\nconstrued as, or constitute, a continuing waiver of such\nprovision, or waiver of any other violation of, breach of or\ndefault under any other provision of this Agreement or any of the\nother Transaction Documents.\n\n       12.8 Third Parties.  Nothing expressed or implied in this\nAgreement is intended, or shall be construed, to confer upon or\ngive any Person or entity other than Buyer, Sellers and the\nRepresentative any rights or remedies under or by reason of this\nAgreement.\n\n       12.9 Schedules.  The Schedules attached to this Agreement\nare incorporated herein and shall be part of this Agreement for\nall purposes.\n\n       12.9 Headings.  The headings in this Agreement are solely\nfor convenience of reference and shall not be given any effect in\nthe construction or interpretation of this Agreement.\n\n       12.10     Certain Definitions.\n\n       (a)  For purposes of this Agreement, the term \"Affiliate\"\n  shall mean any Person that directly, or indirectly through one\n  or more Persons, controls, is controlled by, or is under common\n  control with, the Person specified or, directly or indirectly,\n  is related to or otherwise associated with any such Person or\n  entity.\n\n       (b)  For purposes of this Agreement and of any other\n  Transaction Document, the phrases, \"to the best knowledge\",\n  \"knowledge\", \"Sellers' knowledge\" or \"Seller's knowledge\" shall\n  be deemed to include all information that is actually known\n  after due inquiry or, in the exercise of reasonable diligence\n  in light of the scope of such person's authority and\n  responsibilities with any Company or Seller, should be known,\n  by any of the following individuals:  Skoronski, Sorensen,\n  Steve Frederickson or Dennis Smith.\n\n       12.11     Remedies Not Exclusive.  Except with respect to\nmatters for which a remedy is provided by Article XI, no remedy\nconferred by any of the specific provisions of this Agreement is\nintended to be exclusive of any other remedy and each remedy\nshall be cumulative and shall be in addition to every other\nremedy given hereunder or hereafter existing at law or in equity\nor by statute or otherwise.  No remedy shall be deemed to be a\nlimitation on the amount or measure of damages resulting from any\nbreach of this Agreement.  The election of any one or more\nremedies shall not constitute a waiver of the right to pursue\nother available remedies.\n\n       12.12     Gender and Number.   The masculine, feminine or\nneuter gender and the singular or plural number shall each be\ndeemed to include the others whenever the context so indicates.\n\n       12.13     Attorney's Fees.  In the event of any dispute\namong the parties hereto arising out of or related to this\nAgreement involving mediation, arbitration and\/or litigation, the\nparties agree, except as may be otherwise agreed by the parties\nor ordered by any mediator, arbitrator or court of competent\njurisdiction, that the party or parties against whom a final\ndetermination is made will reimburse the other party or parties\nfor all fees, costs and expenses of counsel incurred by such\nparty or parties with respect to such mediation, arbitration\nand\/or litigation.\n\n       IN WITNESS WHEREOF, the parties have caused their duly\nauthorized representatives to execute this Agreement as of the\ndate first above written.\n            \n\n                              \n                                \/s\/ Ron F. Skoronski\n                              Ron F. Skornonski\n                              \n                              \n                                \/s\/ Kirk R. Sorensen\n                              Kirk R. Sorensen\n                              \n                              \n                              MADISON FIRE PLACE, INC.\n                              \n                              \n                              By \/s\/ Ron F. Skoronski\n                                Ron F. Skoronski, President\n                              \n                              \n                              FIREPLACE & SPA, INC.\n                              \n                              \n                              By \/s\/ Ron F. Skoronski\n                                Ron F. Skornonski, Chairman\n                              \n                              \n                              THE MINOCQUA FIREPLACE COMPANY\n                              \n                              \n                              By \/s\/ Ron F. Skoronski\n                                Ron F. Skoronski, President\n                              \n                              \n                              RON F. SKORONSKI\n                              \n                              \n                                \/s\/ Ron F. Skoronski\n                              Ron F. Skoronski, as\n                              Representative\n                              \n                              \n                              HEARTH TECHNOLOGIES INC.\n                              \n                              \n                              By  \/s\/ Daniel C. Shimek\n                                Daniel C. Shimek, President\n                              \n                              \n                              HON INDUSTRIES INC.\n                              \n                              \n                              By  \/s\/  David C. Stuebe\n                                David C. Stuebe\n                                Vice President and Chief\n                                Financial Officer\n\n                              \n\n\n\n<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7789],"corporate_contracts_industries":[9399],"corporate_contracts_types":[9623,9622],"class_list":["post-43507","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hon-industries-inc","corporate_contracts_industries-consumer__furniture","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43507","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=43507"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43507"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43507"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43507"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}