1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT

1
EXHIBIT 2.1

STOCK PURCHASE AGREEMENT

BY AND AMONG

VIBROPLANT PLC,

VIBROPLANT INVESTMENTS, LTD.

AND

PRIMECO INC.

DATED AS OF

JANUARY 9, 1996
2
TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II SALE AND PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 2.1 Sale and Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.2 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.3 Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.4 Payment of Bank Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.5 Payment of Intercompany Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.6 Payment of Divestiture Bonus Amount. . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.7 Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.8 Bonus Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.9 Indemnity Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.10 Fleet Audit Purchase Price Adjustments. . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.11 Payment of Severance Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . 11

Section 3.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.3 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.4 Absence of Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.5 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.7 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.8 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.9 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.10 Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.11 Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.12 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.13 Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.14 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.15 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.16 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.17 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.18 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 3.19 Employee Benefit Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.20 Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.21 Amount of Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

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Section 3.22 Divestiture Bonus Payments and Severance. . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.23 Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.24 Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.25 Former Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.26 Intercompany Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.27 Parent Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE IV REPRESENTATION AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . 26

Section 4.1 Corporate Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.2 Corporate Power; Due Authorization . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.3 No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.4 No Consent Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.5 Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.6 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.7 Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE V COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 5.1 Mutual Covenants of Buyer and Seller . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.2 Covenants of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.3 Covenants of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 5.4 Environmental Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 5.5 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 5.6 Fleet Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 5.7 Xxxxxxx Suit Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 5.8 Termination of Financing Statements and Tax Liens . . . . . . . . . . . . . . . . . . 38

ARTICLE VI CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Section 6.1 Conditions to Obligation of Seller . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 6.2 Conditions to Obligation of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VII THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Section 7.1 The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 7.2 Obligations of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 7.3 Obligations of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE VIII TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Section 8.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

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ARTICLE IX SURVIVAL; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Section 9.1 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . 46
Section 9.2 Agreement to Indemnify . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 9.3 Procedure for Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 9.4 Environmental Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.5 Limitations on Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 9.6 Remedies Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 9.7 Subsidiary as Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 9.8 Negligence of Indemnified Party . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

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ARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Section 10.1 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.4 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.8 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.9 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.12 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.13 Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

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LIST OF SCHEDULES:
-----------------

Schedule 3.4 - Conflicts
Schedule 3.6 - Undisclosed Liabilities
Schedule 3.7 - Material Adverse Changes in Financial Condition and Results of Operations
Schedule 3.8 - Accounts Receivable
Schedule 3.9 - Inventory
Schedule 3.10 - Equipment
Schedule 3.11 - Licenses and Permits
Schedule 3.12 - Contracts
Schedule 3.13(a) - Title to Real Property
Schedule 3.13(b) - Title to Equipment
Schedule 3.13(c) - Title to Intangible Property
Schedule 3.14 - Taxes
Schedule 3.15 - Insurance
Schedule 3.16 - Litigation
Schedule 3.17 - Compliance with Laws
Schedule 3.19 - Employee Benefit Matters
Schedule 3.21 - Amount of Indebtedness
Schedule 3.22 - Divestiture Bonus Payments, Other Severance Arrangements and Other Matters
Schedule 3.23 - Customers
Schedule 3.24 - Suppliers
Schedule 3.25 - Former Facilities
Schedule 3.26 - Intercompany Account
Schedule 3.27 - Controlling Shareholders
Schedule 5.2(c)(iii) - Projected Sales Budget and Fair Market Value Determination

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement, dated as of January 9, 1996 (the
"Agreement"), is made and entered into by and among Vibroplant plc, a company
incorporated under the laws of England and Wales ("Parent"), Vibroplant
Investments, Ltd., a company incorporated under the laws of England and Wales
and a wholly-owned subsidiary of Parent ("Company"), and Primeco Inc., a Texas
corporation ("Buyer"). (Collectively, Parent and Company are referred to
herein as "Seller").

RECITALS:

1. Vibroplant U.S., Inc., a Florida corporation and wholly-owned
subsidiary of Company (the "Subsidiary"), is engaged in the rental, sales and
servicing of aerial lift equipment.

2. Seller desires to sell and transfer and Buyer desires to
purchase and acquire all of the issued and outstanding capital stock of the
Subsidiary on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual representations, warranties, covenants and agreements contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the conditions set
forth below, the parties hereto undertake, promise, covenant and agree with
each other as follows:

ARTICLE I

DEFINITIONS

As used herein the following terms shall have the meanings specified:

"ACCOUNTS RECEIVABLE" shall have the meaning specified in Section 3.8
hereof.

"AGREEMENT" shall mean this stock purchase agreement.

"BALANCE SHEET" shall have the meaning specified in Section 3.6
hereof.

"BANK INDEBTEDNESS" shall mean all indebtedness and other amounts owed
by the Subsidiary, including accrued but unpaid interest, pursuant to that
certain Committed Medium Libor Linked Facility Letter, dated June 22, 1994,
between the Subsidiary and Natwest, the Short Term Libor Linked Revolving Loan
Facility Letter, dated June 22, 1994, between the Subsidiary and Natwest, and
the Line of Credit, dated April 25, 1995, between

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the Subsidiary and Natwest (the "Natwest Loan") and any other amounts owed by
the Subsidiary to Natwest, including without limitation pursuant to any letter
of credit.

"BASE RENTABLE EQUIPMENT" shall have the meaning specified in Section
3.10 hereof.

"BENEFIT PROGRAM OR AGREEMENT" shall have the meaning specified in
Section 3.19(a) hereof.

"BONUS ESCROW AGREEMENT" shall have the meaning specified in Section
2.8 hereof.

"BONUS ESCROW AMOUNT" shall have the meaning specified in Section 2.8
hereof.

"BUSINESS" shall mean the business of renting, selling and servicing
aerial lift equipment through the Subsidiary.

"BUYER" shall mean Primeco Inc., a Texas corporation.

"CLAIMS" shall have the meaning specified in Section 3.16 hereof.

"CLOSING" shall have the meaning specified in Section 7.1 hereof.

"CLOSING DATE" shall have the meaning specified in Section 7.1 hereof.

"CODE" shall have the meaning specified in Section 3.19(c) hereof.

"COMMON STOCK" shall have the meaning specified in Section 3.3 hereof.

"COMMONLY CONTROLLED ENTITY" shall have the meaning specified in
Section 3.19(c) hereof. "COMPANY" shall mean Vibroplant Investments, Ltd., a
company incorporated under the laws of England and Wales.

"DISCHARGE PAYMENT" shall have the meaning specified in Section 2.4
hereof.

"DIVESTITURE BONUS AMOUNT" shall have the meaning specified in Section
3.22 hereof.

"DIVIDEND" shall have the meaning specified in Section 2.7 hereof.

"ENCUMBRANCES" shall mean, collectively, any lien, mortgage, pledge,
charge, assessment, claim, security interest, encumbrance or other restriction
of any nature whatsoever.

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"ENVIRONMENTAL CONDITION" shall mean (a) any release or threatened
release of Hazardous Materials in, on, under, or onto the Properties or the
Former Facilities in violation of any Environmental Law; (b) any release or
threatened release of Hazardous Materials from the Properties or the Former
Facilities in, on, under, or onto any other property that results in damages,
losses, costs, expenses, or other liability; or (c) any violation of any
Environmental Law.

"ENVIRONMENTAL LAWS" shall mean all laws, statutes, ordinances, rules,
regulations, orders, or determinations of any Governmental Authority pertaining
to the protection of the environment currently in effect in the jurisdiction in
which the Properties are located.

"EQUIPMENT" shall mean Rental Equipment and Non-Rental Equipment.

"ERISA" shall have the meaning specified in Section 3.19(a) hereof.

"FLEET AUDIT" shall have the meaning specified in Section 5.6 hereof.

"FLEET AUDIT PRE-CLOSING ADJUSTMENT" shall have the meaning specified
in Section 2.10 hereof.

"FLEET AUDIT POST-CLOSING ADJUSTMENT" shall have the meaning specified
in Section 2.10 hereof.

"FLEET AUDIT SCHEDULE" shall have the meaning specified in Section 5.6
hereof.

"FORMER FACILITIES" shall mean any facilities previously owned, used,
operated or leased by the Subsidiary or its former subsidiaries, but not
including any Properties.

"GOVERNMENTAL AUTHORITY" shall mean the United States, the state,
county, city, and political subdivisions in which the Properties are located or
which exercise jurisdiction over the Properties, and any agency, department,
commission, board, or bureau that exercises jurisdiction over the Properties.

"HAZARDOUS MATERIALS" shall mean any substance: (a) which must be
removed, or the presence of which requires investigation or remediation, under
any applicable federal, state or local statute, regulation, ordinance, order,
action or policy or common law; (b) that is defined as a "hazardous waste" or
"hazardous substance" under any applicable Environmental Law; (c) that is
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise hazardous and is regulated by any applicable
governmental authority, agency, department, commission, board, agency or
instrumentality; (d) the presence of which on the Properties or the Former
Facilities causes or threatens to cause a nuisance upon such Properties or
Former Facilities or to adjacent properties or poses or threatens to pose a
hazard to the health or safety of persons on or about the Properties or

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the Former Facilities; (e) the presence of which on adjacent properties could
constitute a trespass by the Subsidiary; (f) that contains gasoline, diesel
fuel or other petroleum hydrocarbons in any unconfined manner; or (g) that
contains PCBs, asbestos, or urea formaldehyde foam insulation.

"HSR ACT" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 1976, as amended.

"INDEBTEDNESS" of a Person shall mean, at a particular date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (b) the undrawn face amount of all letters of
credit issued for the account of such Person, (c) all liabilities secured by
any Encumbrance on any property owned by such Person, even though such Person
has not assumed or become liable for the payment thereof, (d) any lease of
property, real or personal, the obligations under which are capitalized on a
balance sheet of the Subsidiary and any other such lease to the extent that the
then present value of any rental commitment thereunder should, in accordance
with generally accepted accounting principles be capitalized on the balance
sheet of the Subsidiary, and (e) all indebtedness of such Person arising under
acceptance facilities; but excluding (1) trade and other accounts payable and
accrued expenses payable in the ordinary course of business which are not
overdue for a period of more than 90 days or, if overdue for more than 90 days,
as to which a dispute exists and adequate reserves in conformity with generally
accepted accounting principles applied consistent with past practice have been
established on the books of such Person and (2) letters of credit supporting
the purchase of goods in the ordinary course of business and expiring no more
than six months from the date of issuance.

"INDEMNITY ESCROW AGREEMENT" shall have the meaning specified in
Section 2.9 hereof.

"INDEMNITY ESCROW AMOUNT" shall have the meaning specified in Section
2.9 hereof.

"INTANGIBLE PROPERTY" shall have the meaning specified in Section
3.13(c) hereof.

"INTERCOMPANY ACCOUNT" shall mean the net of the Subsidiary's accounts
or notes receivable from or payable to Seller as of the Closing Date determined
in accordance with generally accepted accounting principles applied in a manner
consistent with past practice, including, but not limited to, any net amount
distributable in respect of management services (the "Management Fee") not to
exceed $1,500,000 payable to Seller. The Intercompany Account shall include,
whether or not recorded on the books of the Subsidiary pursuant to generally
accepted accounting principles, any federal, state or local withholding tax
payable in respect of the amount of the Management Fee distributable.

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"INVENTORY" shall have the meaning specified in Section 3.9 hereof.

"KPMG FLEET AUDIT SCHEDULE" shall have the meaning specified in
Section 5.2 hereof.

"LATE DIVESTITURE BONUS PAYMENTS" shall have the meaning specified in
Section 9.5 hereof.

"LICENSES" shall have the meaning specified in Section 3.11 hereof.

"MAXIMUM INDEMNIFICATION AMOUNT" shall have the meaning specified in
Section 9.5 hereof.

"MANAGEMENT" shall mean the Board of Directors of each of the Parent
and the Company and the President, Chief Executive Officer, Senior Vice
Presidents, Vice President-National Accounts, Vice President-Human Resources,
Regional Vice Presidents, Information Technology Officer, Treasurer and
Secretary of the Subsidiary, as the case may be. When used herein, the phrase
"to the knowledge of Management" shall mean to the knowledge of Management
after reasonable investigation under the circumstances.

"MATERIAL" shall mean that a particular item, action, fact, event or
circumstance relating to the subject matter thereof has either a value or
causes an adverse effect on the assets, Business, financial condition, results
of operations or prospects of the Subsidiary in an amount in excess of $15,000
or such items, actions, facts, events or circumstances that in the aggregate
have either a value or cause an adverse effect on the assets, Business,
financial condition, results of operations or prospects of the Subsidiary in an
amount in excess of $250,000.

"MATERIAL ADVERSE EFFECT" shall mean any change or effect that is or
is reasonably likely to be materially adverse to the Business, operations,
properties, condition (financial or otherwise), results of operations, assets,
liabilities or prospects of the Subsidiary.

"MISSING RENTAL EQUIPMENT" shall mean Rental Equipment listed in a
Rentable Category on Schedule 3.10 that is either missing or cannot reasonably
be put in rentable condition as determined in accordance with the Subsidiary's
past practice. Missing Rental Equipment shall not include Rental Equipment
sold by the Subsidiary between the date hereof and Closing in accordance with
Schedule 5.2(c)(iii) and Rental Equipment sold after the Closing.

"XXXXXXX SUIT" shall mean the lawsuit styled as Xxxx Equipment Center
of South Florida, Inc., a Florida Corporation, Xxxxxx X. Xxxxxxx and Xxxxxxxx
X. Xxxxxxx, his wife v. American Hi-Lift Corporation, a California Corporation,
et al., Case No. 87-47181 CA(12), filed in the Circuit Court of the 11th
Judicial Circuit in and for Dade County, Florida,

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together with any other actions, suits, claims or litigation arising out of the
same transaction, occurrence or subject matter as the above described lawsuit,
including without limitation the threatened Claim by Xxxx Xxxx.

"NATWEST" shall mean National Westminster Bank of London Business
Center and any affiliates thereof.

"NBV" shall have the meaning set forth in Section 2.10 hereof.

"NON-RENTAL EQUIPMENT" shall mean all equipment, vehicles, machines,
parts, materials, supplies, furniture and other tangible personal property,
other than Rental Equipment, Accounts Receivable and Inventory, which, wherever
located and all as the same may exist from time to time, are owned or leased by
the Subsidiary.

"PARENT" shall mean Vibroplant plc, a company incorporated under the
laws of England and Wales.

"PERMITTED ENCUMBRANCES" means (a) Encumbrances for taxes,
assessments or other governmental charges not yet delinquent or which are being
contested in good faith and by appropriate proceedings if adequate reserves
with respect thereto are maintained on the books of the Subsidiary in
accordance with generally accepted accounting principles, applied consistent
with past practice; (b) carriers', warehousemen's, mechanics', landlords',
materialmen's or repairmen's liens or other like Encumbrances arising in the
ordinary course of business in respect of obligations which are not yet due or
which are bonded or which are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of the Subsidiary in accordance with generally accepted accounting
principles, applied consistent with past practice; (c) pledges or deposits in
connection with workmen's compensation, unemployment insurance and other social
security legislation; and (d) deposits to secure the performance of bids,
tenders, trade or government contracts (other than for borrowed money), leases,
licenses, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business.

"PERSON" shall mean an individual, partnership, corporation,
association or other legal entity.

"PLAN" shall have the meaning specified in Section 3.19(a) hereof.

"PRE-CLOSING REFUND AMOUNT" shall have the meaning specified in
Section 2.2 hereof.

"PREFERRED STOCK" shall have the meaning specified in Section 3.3
hereof.

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"PROPERTIES" shall mean the facilities owned, operated or leased by
the Subsidiary as of the date hereof at which the Business is or has been
conducted, together with any facilities acquired, leased or operated after the
date hereof and prior to the Closing Date.

"PURCHASE PRICE" shall have the meaning specified in Section 2.2
hereof.

"RELEASE" shall have the meaning specified in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), as
amended by the Superfund Amendments and Reauthorization Act of 1986.

"RENTABLE CATEGORIES" shall have the meaning specified in Section 3.10
hereof.

"RENTAL EQUIPMENT" shall mean all equipment held for rental or used
rental equipment held for sale which, wherever located and all as the same may
exist from time to time, are owned or leased by the Subsidiary.

"SELLER" shall mean Parent and Company, collectively and individually.
The parties hereto agree that the obligations and liabilities of the Parent and
Company under this Agreement, or in respect of the transactions contemplated
hereby, shall be joint and several. When used herein, the phrase "to the
knowledge of Seller" shall mean to the knowledge of the Board of Directors of
each of Parent and Company after reasonable investigation under the
circumstances.

"SEVERANCE AMOUNTS" shall have the meaning specified in Section 3.22
hereof.

"SHARES" shall mean all of the issued and outstanding shares of Common
Stock of the Subsidiary.

"SOLID WASTE" and "disposal" (or "disposed") shall have the meaning
specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"), as
amended.

"SUBSIDIARY" shall mean Vibroplant U.S., Inc., a Florida corporation
and wholly-owned subsidiary of Seller.

"TAX" (and, with correlative meaning, "Taxes") shall mean any federal,
state, local or foreign income, gross receipts, windfall profit, severance,
property, alternative minimum or add-on minimum production, sales, use,
license, excise, franchise, employment, payroll, withholding, ad valorem, or
other taxes, assessments, duties, fees, levies or other governmental charges,
together with any interest, penalty or addition to tax, or additional amount
imposed by any governmental authority.

"TAX RETURNS" shall have the meaning specified in Section 3.14(a)
hereof.

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14
ARTICLE II

SALE AND PURCHASE OF SHARES

Section 2.1 Sale and Purchase of Shares. Upon the terms and
subject to the conditions hereof, and upon the basis of the agreements,
representations and warranties contained in this Agreement, Seller shall sell,
transfer, assign, convey, set over and deliver to Buyer at the Closing the
Shares in exchange for the consideration specified below.

Section 2.2 Purchase Price. The aggregate purchase price (the
"Purchase Price") for the Shares shall be equal to the amount of $46,500,000,
as decreased at the Closing by (a) the amount of any dividends, distributions,
payments on the Intercompany Account or other payments by or on behalf of the
Subsidiary to or for the benefit of Seller or its affiliates between September
30, 1995 and the Closing, including without limitation the Dividend, and any
applicable federal, state and local withholding tax payable in connection with
such dividends, distributions or payments, (b) the Intercompany Account,
including the Management Fee, (c) the Fleet Audit Pre-Closing Adjustment, and
(d) any release fees, breakage fees or other fees or expenses charged by
Natwest in connection with the paying off, releasing and discharging of the
Bank Indebtedness and the releasing of any related Encumbrances ("Release
Fees") and increased by the amount of any refund(s) of Taxes (and applicable
interest) of the Subsidiary received by the Subsidiary after the date hereof
and prior to Closing for which Seller was liable under Section 5.5(a) (the
"Pre-Closing Refund Amount").

Section 2.3 Method of Payment. At the Closing, Buyer shall pay
the Purchase Price (including the Pre-Closing Refund Amount, if any) in
immediately available funds by wire transfer or other means acceptable to
Seller and Natwest as follows: (a) the Divestiture Bonus Amount shall be paid
pursuant to Section 2.6 and Section 2.8 hereof (to the extent that the
Divestiture Bonus Amount is not paid at the Closing), (b) the Indemnity Escrow
Agreement shall be funded at the Closing pursuant to Section 2.9, and (c) the
amount equal to the Purchase Price (less the first $675,000 of the Pre-Closing
Refund Amount, if any) less the sum of (i) the Divestiture Bonus Amount, and
(ii) the Indemnity Escrow Amount shall be paid to Seller. In the event the sum
of the (A) the Intercompany Account, (B) any dividends, distributions, payments
on the Intercompany Account or other payments paid by or on behalf of the
Subsidiary to or for the benefit of Seller or its affiliates between September
30, 1995 and Closing, including without limitation, the Dividend and applicable
federal, state and local withholding taxes in respect of any such dividends,
distributions or payments, (C) the Fleet Audit Pre-Closing Adjustment, (D) any
Release Fees, (E) the Divestiture Bonus Amount and (F) the Indemnity Escrow
Amount exceed $46,500,000, at the Closing the Seller (and not the Subsidiary)
shall pay the amount of any such excess to Buyer.

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15
Section 2.4 Payment of Bank Indebtedness. At the Closing,
Buyer shall discharge or cause to be discharged the Bank Indebtedness by paying
(the "Discharge Payment") to Natwest the amount of the Bank Indebtedness and
any Release Fees in immediately available funds by wire transfer or other means
acceptable to Natwest.

Section 2.5 Payment of Intercompany Account. At the Closing,
but immediately after the sale to and purchase by Buyer of the Shares, Buyer
shall pay or cause the Subsidiary to pay to Seller the balance of the
Intercompany Account, less all applicable federal, state or local withholding
taxes payable in respect of the amount of the Management Fee included as a part
thereof. The balance of the Intercompany Account at Closing shall not exceed
$1,700,000. Until immediately prior to Closing, the Management Fee shall not
be added to the balance of the Intercompany Account.

Section 2.6 Payment of Divestiture Bonus Amount. At the later
of the Closing or when otherwise due, Buyer shall pay or cause Subsidiary to
pay the Divestiture Bonus Amount to the persons listed on Schedule 3.22 in an
amount which shall be finally determined by Buyer and Seller in accordance with
Schedule 3.22 after the Closing. Divestiture Bonus Payments made at Closing
shall be made in the amounts set forth on Schedule 3.22, and any underpayment
of such amount as finally determined by Buyer and Seller shall be paid from the
Bonus Escrow Amount.

Section 2.7 Dividend. At the Closing, Seller at its option may
cause the Subsidiary to pay a cash dividend (the "Dividend"), out of funds
legally available therefor, in an amount up to $15,000,000 to the Company, less
all applicable federal, state or local withholding taxes payable in respect
thereof.

Section 2.8 Bonus Escrow. For purposes of providing Buyer with
a source of funds to pay the Divestiture Bonus Amount in accordance with
Section 2.6 hereof, at the Closing an amount of the Purchase Price equal to the
Divestiture Bonus Amount less any portion of such Divestiture Bonus Amount
actually paid at Closing (the "Bonus Escrow Amount") shall be paid by Buyer
into an escrow account established pursuant to the terms and provisions of an
escrow agreement in the form attached hereto as Exhibit "B" (the "Bonus Escrow
Agreement"). Prior to the Closing, Seller and Buyer shall each execute and
deliver the Bonus Escrow Agreement and shall cause the escrow contemplated
herein to be established with a mutually acceptable escrow agent.

Section 2.9 Indemnity Escrow. For purposes of providing Buyer
with security for (a) any claims by the Buyer Group for Losses, including
without limitation any Environmental Losses, Seller has agreed to indemnify the
Buyer Group from and against pursuant to Article IX hereof, (b) Seller's
indemnification liability pursuant to Section 5.5 hereof and (c) the Fleet
Audit Post-Closing Adjustment, if any, at the Closing an amount of the Purchase
Price equal to $1,500,000 (the "Indemnity Escrow Amount") plus the first
$675,000 of any refund(s) of Taxes (and applicable interest) of the Subsidiary
received after

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16
the date hereof (whether prior to or after Closing) for which Seller was liable
under Section 5.5(a) shall be paid by Buyer into an escrow account established
pursuant to the terms and provisions of an escrow agreement in the form
attached hereto as Exhibit "C" (the "Indemnity Escrow Agreement"). Prior to
the Closing, Seller and Buyer shall each execute and deliver the Indemnity
Escrow Agreement and shall cause the escrow contemplated herein to be
established with a mutually acceptable escrow agent. The provisions of this
Section 2.9 shall not affect or limit Seller's indemnification obligations
under this Agreement.

Section 2.10 Fleet Audit Purchase Price Adjustments.

(a) Fleet Audit Pre-Closing Adjustment. If the aggregate NBV of
the Base Rentable Equipment that is classified in the Rentable Categories on
the Fleet Audit Schedule is less than the aggregate NBV of the Base Rentable
Equipment classified in the Rentable Categories (and not as Missing Rental
Equipment) on Schedule 3.10, then the Purchase Price shall be decreased by an
amount (the "Fleet Audit Pre-Closing Adjustment") determined as follows:

(i) If the aggregate NBV of the Base Rentable Equipment
that is classified in the Rentable Categories on the Fleet Audit Schedule is
less than 95% of the aggregate NBV of the Base Rentable Equipment classified in
the Rentable Categories (and not as Missing Rental Equipment) on Schedule 3.10,
then the Fleet Audit Pre-Closing Adjustment shall equal the amount by which the
product of the total decline in aggregate NBV of Base Rentable Equipment in
Rentable Categories multiplied by 135% exceeds $50,000; or

(ii) If the aggregate NBV of the Base Rentable Equipment
that is classified in the Rentable Categories on the Fleet Audit Schedule is
less than 100% but equal to or more than 95% of the aggregate NBV of the Base
Rentable Equipment classified in the Rentable Categories (and not as Missing
Rental Equipment) on Schedule 3.10, then the Fleet Audit Pre-Closing Adjustment
shall equal the amount by which the total decline in aggregate NBV of Base
Rentable Equipment in Rentable Categories exceeds $50,000.

(b) Fleet Audit Post-Closing Adjustment. If the aggregate NBV of
the Rentable Equipment that is classified in the Rentable Categories on the
KPMG Fleet Audit Schedule hereto is less than the aggregate NBV of the Base
Rentable Equipment classified in the Rentable Categories (and not as Missing
Rental Equipment) on Schedule 3.10, then the Purchase Price shall be decreased
by an amount (the "Fleet Audit Post-Closing Adjustment") determined in the same
manner that the Fleet Audit Pre-Closing Adjustment is determined (substituting
the KPMG Fleet Audit Schedule for the Fleet Audit Schedule) and such amount
shall be paid to Buyer; provided, however, that (i) Seller shall obtain a
credit for the amount of the Fleet Audit Pre-Closing Adjustment if the Fleet
Audit Post-Closing Adjustment is greater than the Fleet Audit Pre-Closing
Adjustment and (ii) Buyer shall be obligated to pay Seller the amount, if any,
by which the Fleet Audit Pre-Closing Adjustment exceeds the Fleet

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17
Audit Post-Closing Adjustment, but in no event more than the amount by which
the Purchase Price was reduced by the Fleet Audit Pre-Closing Adjustment. The
net book value of Rental Equipment acquired after December 31, 1995 shall not
be included in the aggregate NBV calculated pursuant to this Section 2.10.

(c) The net book value of an item of Rental Equipment ("NBV")
shall be the net book value of such item of Rental Equipment as set forth on
Schedule 3.10; provided that the net book value of an item of Rental Equipment
for purposes of this Section 2.10 shall not be less than 20% of the original
cost of such item of Rental Equipment set forth on Schedule 3.10.

(d) The provisions of this Section 2.10 shall not impair or modify
Buyer Group's right to indemnification under Article IX hereof, except that no
indemnification claim shall be made by Buyer Group for any item of Missing
Rental Equipment to the extent of any actual adjustment to the Purchase Price
made under this Section 2.10.

Section 2.11 Payment of Severance Payments. If Severance
Amounts become due and payable by the Subsidiary in connection with the
termination or severance of any of the Persons listed on the Estimated
Severance Amounts list that forms a part of Schedule 3.22 in respect of their
employment arrangements and letter agreements listed in paragraphs 8 and 9 of
Schedule 3.19 and in connection with the transactions contemplated by this
Agreement, Buyer, and not Seller, shall be obligated to pay or cause the
Subsidiary to pay, in each case, the amount of the Estimated Severance Amount
so listed when and as such becomes due and payable. To the extent that such
amount in any case exceeds the amount so listed, Seller hereby covenants and
agrees to pay to the Subsidiary the following: 50% of the first $103,900 of
the aggregate of all such excess amounts, if any, and 90% of the aggregate of
all such excess amounts, if any, exceeding $103,900 when and as such Severance
Amounts become due and payable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

All information set forth in each of the separately numbered Schedules
hereto shall be deemed by this reference to be set forth in all such other
Schedules delivered pursuant to this Agreement. It is the intent of the
parties hereto that, once a particular fact is disclosed in one Schedule, that
same fact need not also be contained in another Schedule. Seller represents
and warrants to Buyer as follows:

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18
Section 3.1 Organization. Each of the Parent and the Company
is a company duly organized, validly existing and in good standing under the
Companies Act of England and Wales, and the Subsidiary is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. The Subsidiary has all requisite corporate
power and authority to own, operate or hold under lease the assets it purports
to own, operate or hold under lease and to carry on its Business as now being
conducted. The Subsidiary is duly licensed and qualified to do business and is
in good standing in each jurisdiction in which the properties owned or leased
or the operation of the Business makes such licensing or qualification
necessary, except where the failure to be so licensed or qualified does not
have a Material Adverse Effect.

Section 3.2 Authority. Seller has all requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action on
the part of Seller, except for the requisite consent of the shareholders of
Parent which shall be obtained prior to Closing. This Agreement has been duly
executed and delivered by Seller and (assuming the due authorization, execution
and delivery hereof by Buyer) is a valid and binding obligation of Seller,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

Section 3.3 Capitalization. The authorized capital stock of
the Subsidiary consists of (a) 700,000 shares of common stock, par value $0.01
per share ("Common Stock"), of which 475,000 Shares are outstanding and (b)
700,000 shares of preferred stock, par value $0.01 per share ("Preferred
Stock"), none of which is outstanding. All of the outstanding Shares are
validly issued, fully paid and nonassessable, and are owned by Company, free
and clear of all Encumbrances. There are no securities of the Subsidiary
outstanding which are convertible into or exchangeable or exercisable for any
shares of Common Stock or Preferred Stock, and there are no outstanding or
authorized subscriptions, options, warrants, calls, rights, commitments or any
other agreements or other right of any character obligating the Subsidiary to
issue, sell or transfer any additional shares of Common Stock or Preferred
Stock or any securities convertible into or evidencing the right to subscribe
for or purchase any shares of Common Stock or Preferred Stock. There are no
phantom stock plans or agreements authorized or outstanding, and the Subsidiary
has no liability or obligation under any previously issued phantom stock plans
or agreements. The Subsidiary has no subsidiaries, and does not own any common
stock, preferred stock or other equity interest of any Person or any agreement
or right convertible into or granting the Subsidiary the right to purchase any
such common stock, preferred stock or other equity interest.

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19
Section 3.4 Absence of Conflicts. Neither the execution and
delivery of this Agreement nor the performance by Seller of its obligations
hereunder or the consummation of the transactions contemplated hereby will (a)
violate or conflict with any of the provisions of the memorandum and articles
of association and other organizational documents of Seller or the charter or
bylaws of the Subsidiary, (b) except as set forth on Schedule 3.4, with or
without the giving of notice or the lapse of time or both, violate or
constitute a default under, or result in the acceleration of or entitle any
party to accelerate (whether after the giving of notice or lapse of time or
both) any obligation under any mortgage, indenture, deed of trust, lease,
contract, agreement, franchise, license, permit or other instrument or
agreement to which Seller or the Subsidiary is a party or violate any provision
of any law, rule, regulation, ordinance, order, judgment, decree, restriction
or ruling of any governmental authority to which Seller or the Subsidiary is a
party or by which either of them or any of their respective property is bound,
except those as to which Seller or the Subsidiary, as the case may be, has
obtained any necessary waivers or consents (which waivers or consents are set
forth on Schedule 3.4 hereto), or (c) result in the creation of any
Encumbrances upon any of the Shares or assets of the Subsidiary or the loss of
any license or other contractual right with respect thereto, except for (i)
Permitted Encumbrances and (ii) Encumbrances created by the Buyer's actions.

Section 3.5 Consents and Approvals. Except for filings
required under the HSR Act, no certificate, permit, consent, approval,
authorization, order of or filing or registration with any third party or any
governmental agency or authority, domestic or foreign, is required for the
consummation of the transactions contemplated by this Agreement on the part of
Seller or the Subsidiary.

Section 3.6 Financial Statements. Attached hereto as Exhibit
"A" are (a) the audited balance sheets of the Subsidiary as of March 31, 1993,
1994 and 1995 and the unaudited balance sheet of the Subsidiary as of September
30, 1995 (said balance sheet as of September 30, 1995 hereinafter referred to
as the "Balance Sheet") and (b) the related audited statements of operations,
stockholders' equity and cash flows of the Subsidiary for the fiscal years
ended on March 31, 1993, 1994 and 1995, together with the notes to such
financial statements, and the related unaudited statements of operations and
cash flows for the period ended September 30, 1995 (collectively, the
"Financial Statements"). The Financial Statements have been prepared in
conformity with generally accepted accounting principles consistently applied,
except as explained in the notes to the March 31, 1993, 1994 and 1995 audited
Financial Statements, during the periods involved (except for the unaudited
statement of cash flows and, in the case of the unaudited balance sheet and
statement of operations, for the absence of notes thereto and subject to normal
year-end audit adjustments and accruals required to be made in the ordinary
course of business in a manner consistent with past practice that are not
Materially adverse) and present fairly the financial condition, results of
operations and cash flows (except for the unaudited statement of cash flows,
which presents fairly the sources and uses of cash and changes in financial
condition) of the Subsidiary as of such dates and for such periods. Except as
disclosed in Schedule 3.6, there

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20
is no liability or obligation of any kind, whether accrued, absolute, fixed or
contingent, of the Subsidiary that is not reflected or reserved against in the
Balance Sheet, other than (i) liabilities incurred in the ordinary course of
business in a manner consistent with past practice since September 30, 1995
(which do not include any Indebtedness other than the Bank Indebtedness), (ii)
Indebtedness that constitutes part of the Bank Indebtedness, or (iii) any such
liability or obligation which would not be required to be presented in
financial statements or the notes thereto prepared in conformity with the
generally accepted accounting principles applied, in a manner consistent with
past practice, in the preparation of the Financial Statements. Buyer
acknowledges the existence of the Amplicon, Inc. lease agreement (disclosed on
various Schedules hereto), and Seller hereby represents to Buyer that it has
fully disclosed the lease (and its terms) to its independent accountants, who
have determined that such lease is properly accounted for as an operating
lease.

Section 3.7 No Material Adverse Change. Except as set forth on
Schedule 3.7, since September 30, 1995, the Business of the Subsidiary has been
conducted in the ordinary course consistent with past practice and there has
not been any material adverse change in the financial condition, results of
operations, assets, Business, prospects or operations of the Subsidiary.
Without limiting the generality or effect of the foregoing, except as set forth
on Schedule 3.7, the Subsidiary has not since September 30, 1995:

(a) incurred or agreed to incur any obligation or liability,
absolute, accrued, contingent or otherwise, whether due or to become due,
except (i) current liabilities incurred in the ordinary course of business in
amounts consistent with past practice, none of which individually or in the
aggregate has had or is likely to have a Material Adverse Effect, and (ii) the
obligations contemplated by this Agreement;

(b) except as permitted by Sections 2.5 and 2.7 hereof, declared
or made, or agreed to declare or make, any payment of dividends or other
distributions to its stockholders, whether or not upon or in respect of any
shares of its capital stock;

(c) redeemed or otherwise acquired, or agreed to redeem or
otherwise acquire, any of its shares of capital stock or issued any capital
stock or any options, warrant or right relating thereto;

(d) mortgaged, pledged or subjected to any Encumbrance or any
restriction, or agreed to mortgage, pledge or subject to any Encumbrance or
any restriction, any of its property, tangible or intangible, or any portion of
its Business;

(e) sold, leased or otherwise disposed of, or agreed to sell,
lease or otherwise dispose of, any of its assets except for Inventory and
Equipment sold in the ordinary course of business in accordance with past
practices, or amended, canceled or compromised or agreed to amend, cancel or
compromise any debt or claim of the Subsidiary, or waived or released, or
agreed to waive or release, any other right of Material value to the
Subsidiary;

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21
(f) suffered any damage, destruction or loss (whether or not
covered by insurance and regardless of the cause thereof) any of which has or
will individually or in the aggregate have a Material Adverse Effect;

(g) agreed to acquire any capital stock, other securities or
material assets of any corporation or any equity interest in, or any material
assets of, any business enterprise;

(h) made any change in any accounting methods or practices other
than such change as may have been required by generally accepted accounting
principles applied consistent with past practice;

(i) made any capital expenditures or commitments, including
without limitation purchases or commitments to purchase Rental Equipment, in
excess of $15,000 individually or $100,000 in the aggregate, except as set
forth on the capital expenditure budget attached hereto as Exhibit "K";

(j) granted, announced or promised to grant any increase in the
wages, salary, compensation, bonuses or benefits (collectively, "Raises")
payable by the Subsidiary to any of its employees except for any Raises to
employees other than those listed on Schedule 3.22 in the ordinary course of
business consistent with past practices which do not exceed an aggregate of
$50,000 on an annualized basis, or established any Plan, Benefit Program or
Benefit Agreement except as required by law;

(k) entered into any agreement or transaction with any of the
Subsidiary's officers, directors, shareholders or any affiliates thereof;

(l) terminated, discontinued, closed or disposed of any plant,
facility or other business operation of the Subsidiary or laid off or
terminated any employees (other than layoffs of less than 50 employees in any
six-month period in the ordinary course of business consistent with past
practice) or taken any action which could be construed as a "plant closing" or
"mass layoff", as those terms are defined in the Worker Adjustment and
Restraining Notification Act, 29 U.S.C. Sections 2101-2109, with respect to
the Subsidiary;

(m) made any payment on Indebtedness owed by the Subsidiary to any
Person, except in accordance with scheduled mandatory or other payments of
principal and interest set forth on Schedule 3.21 in connection with the Bank
Indebtedness and any other Indebtedness due by its terms;

(n) made any payment to Seller or its affiliates, including any
payment on the Intercompany Account; or

(o) made any agreement or understanding to take any of the actions
specified in subparagraphs (a) through (n), above.

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Section 3.8 Accounts Receivable. Except as set forth on
Schedule 3.8, all accounts receivable reflected in the Balance Sheet (net of
any reserve stated therein) ("Accounts Receivable") were, and all such
receivables currently held by the Subsidiary are, valid obligations of the
respective makers thereof and were not, and are not, subject to any valid
offset or counterclaim. The allowances for uncollectible accounts reflected in
the Balance Sheet were determined in conformity with generally accepted
accounting principles and were reasonable in light of the historical data and
other relevant information available to the Subsidiary at the time of
preparation of the Balance Sheet.

Section 3.9 Inventory. Except as set forth on Schedule 3.9,
the inventory (the "Inventory") of the Subsidiary reflected in the Balance
Sheet consisted of items of a quality and quantity which are useable and
saleable in the normal course of operations of the Business.

Section 3.10 Equipment. Schedule 3.10 identifies all Rental
Equipment owned or leased by Subsidiary as of December 31, 1995, and provides
the following information regarding each piece of Rental Equipment: (a) its
unit number, (b) its location, (c) its original cost, (d) its cumulative
depreciation, (e) its net book value, and (f) whether such piece of Rental
Equipment (i) is in rentable condition, (ii) could be put in rentable condition
with less than 11 hours of repair, (iii) requires more than 11 hours of repair
to be put in rentable condition, or (iv) cannot reasonably be put in rentable
condition, as determined in accordance with the Subsidiary's past practice.
Rental Equipment classified on Schedule 3.10 in any category is collectively
referred to herein as the "Base Rentable Equipment." Categories referred to in
clauses (f)(i), (ii) and (iii) in this Section 3.10 are referred to herein as
the "Rentable Categories." Except as set forth on Schedule 3.10, the Equipment
has been maintained in good operating condition and repair, reasonable wear and
tear excepted, and is fit for its intended use. Except as set forth on
Schedule 3.10, the aggregate original cost to the Subsidiary of the Base Rental
Equipment corresponds to the original cost of Rental Equipment set forth in the
Balance Sheet.

Section 3.11 Licenses and Permits. Except as set forth on
Schedule 3.11 and except for environmental matters, which are specifically
covered in Section 3.18, (a) the Subsidiary has all licenses, franchises,
permits, approvals, authorizations, exemptions, classifications, certificates,
registrations and similar documents or instruments (collectively, "Licenses")
arising under or issued with respect to any law, rule, regulation, ordinance or
code and required to conduct the Business as presently conducted; and (b) all
such Licenses are valid, binding and in full force and effect, except where the
failure to obtain such License or the failure to keep any such License valid,
binding and in full force and effect would not result in a Material Adverse
Effect.

Section 3.12 Contracts. Schedule 3.12 hereto sets forth the
following described written and oral contracts, leases, agreements, plans,
policies, indentures, licenses and arrangements, in effect on the date hereof
to which the Subsidiary is a party or by which it or any of its property is
bound (the "Contracts"): (a) employment or consulting contracts (i) requiring
or entitling the recipient to payments of compensation, including salary,

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commission, loans, fees and other benefits in excess of $50,000 in any calendar
year, and (ii) which are not terminable without liability or penalty by the
Subsidiary on 30 days or less notice; (b) collective bargaining or union
agreements; (c) bonus, stock option or incentive compensation plans, including
without limitation any bonus or other plans providing for payments to employees
of the Subsidiary in connection with the successful sale of the Subsidiary by
Seller; (d) leases with respect to, or contracts or options to purchase or
sell, any real property; (e) contracts or commitments (except for any
commitments which may be terminated without liability or penalty by the
Subsidiary on not more than 90 days' notice) for capital expenditures requiring
payments of $100,000 or more; (f) contracts or commitments (except for any
commitments which may be terminated without liability or penalty by the
Subsidiary on not more than 90 days' notice) for the purchase of materials or
supplies or for the performance of services which (i) are Material, (ii) are
for a fixed term exceeding one year, or (iii) provide for escalation of the
contract price under certain stated contingencies; (g) leases (except for
leases entered into in the ordinary course of business with lease terms less
than one year) of, or contracts or options to purchase or sell, any Equipment
otherwise than in the ordinary course of business, except that all contracts or
options to purchase or sell Rental Equipment shall be listed on Schedule 3.12;
(h) joint venture agreements; (i) product warranties and service contracts not
standard in the Business; (j) agreements for money borrowed or loaned including
all contracts, agreements and arrangements related to the Bank Indebtedness
(the "Bank Documents"); (k) security agreements or any other agreement creating
or resulting in an Encumbrance on any of the assets of the Subsidiary other
than Permitted Encumbrances; (l) any other contracts calling for payments or
receipts in excess of $100,000 in each instance; (m) contracts calling for
payments or receipts from such date in excess of $50,000 anticipated to be
performed at a loss; (n) sales representation, distribution or agency
agreements; (o) any contracts or agreements with customers of the Subsidiary or
other Persons who rent Rental Equipment calling for rental fees in excess of
$100,000; (p) any contracts, agreements or arrangements with the Seller or any
affiliates thereof; and (q) contracts, other than the foregoing, not made in
the ordinary course of business consistent with past practice. Except as set
forth on Schedule 3.12, all such agreements, contracts and commitments are
valid and in full force and effect, and the Subsidiary has performed all
obligations required to be performed by it to date and is not in default in any
respect thereunder, except to the extent such default does not result in a
Material Adverse Effect. To the knowledge of Management, each party other than
the Subsidiary to any Contract listed on Schedule 3.12 has performed all
material obligations required to be performed by it to date and is not in
default in any respect thereunder. Complete and correct copies of all
contracts listed on Schedule 3.12 have been delivered to or have been made
available for inspection by Buyer, except for the agreements and instruments
regarding the Bank Indebtedness, which Bank Indebtedness shall be paid and
discharged at the Closing and copies of which shall be delivered to Buyer
within 5 business days of the date hereof. Except as set forth on Schedule
3.12, none of the Contracts listed on Schedule 3.12 or any other material
contracts require consent of a third party to the transactions contemplated in
this Agreement in order for such Contracts to remain in full force and effect
without default or giving such party an option to terminate such Contract.

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Section 3.13 Title.

(a) Real Property. Schedule 3.13(a) hereto identifies all real
property owned or leased by the Subsidiary. Except as set forth on Schedule
3.13(a), the Subsidiary has (i) (A) with respect to such real property owned by
it, good and marketable title to such real property, free and clear of all
Encumbrances, except for (1) easements, rights-of-way, covenants, conditions
and restrictions which do not now, and pursuant to the terms thereof will not,
adversely interfere with the present and contemplated operations of the
Subsidiary, (2) mortgages, liens, encumbrances, leases, equities, claims,
charges, easements, rights-of-way, covenants, conditions and restrictions of
record and disclosed in title commitments delivered to Buyer and that do not
secure Indebtedness, provide for a reversion of title, materially affect the
value or restrict the use thereof, or are otherwise reasonably acceptable to
Buyer with respect to such real property, and (3) Permitted Encumbrances, and
(B) valid leases with respect to such real property leased by the Subsidiary,
and (ii) all easements and rights, including but not limited to easements for
power lines, water lines, sewers and roadways, necessary to conduct the
business conducted on such real property. Neither Seller nor the Subsidiary
has received notice of any pending condemnation or similar proceeding by any
governmental authority with respect to any of such properties, and Seller does
not know or have any reason to believe that any such condemnation is threatened
or contemplated. All of the buildings, fixtures and other real property
improvements used in the Business are in a condition sufficient to conduct the
Business as it has been conducted and the Subsidiary has not received
notification that the operation thereof as presently conducted is in violation
of any applicable building code, zoning ordinance or other law, rule or
regulation.

(b) Equipment. Except as set forth on Schedule 3.13(b) hereto:
(i) the Subsidiary has good title to all Rental Equipment identified on
Schedule 3.10 and good title to all Non-Rental Equipment and Inventory owned by
it that is reflected in the Balance Sheet or was acquired subsequent to the
date of the Balance Sheet (except for Equipment sold in the ordinary course of
business since the date of the Balance Sheet or the date of acquisition,
whichever is later); and (ii) all such Equipment is owned free and clear of all
Encumbrances, except for Permitted Encumbrances and Encumbrances listed on
Schedule 3.13(b).

(c) Intangible Property. Schedule 3.13(c) hereto sets forth a
list of each patent, patent license, patent application, trade name, trademark,
trade name and trademark registration, copy right registration, service xxxx,
brand xxxx and brand name and any other proprietary or trade right (other than
unregistered copyrights) used in the Business, all pending applications
therefor, and all licenses to use any of the foregoing (property of the
foregoing type being herein collectively referred to as "Intangible Property").
Except as set forth on Schedule 3.13(c), the Subsidiary owns, free and clear of
all Encumbrances (except for Permitted Encumbrances and Encumbrances other than
Encumbrances securing Indebtedness or providing for reversion of title which,
in the aggregate, do not Materially detract from the value or interfere with
the use of the Intangible Property), all Intangible Property listed on Schedule
3.13(c) as owned by it, and the Subsidiary is duly licensed to use all other
Intangible Property listed thereon. Except as set forth on Schedule 3.13(c),
the use

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of the Intangible Property listed on Schedule 3.13(c) by the Subsidiary does
not in any material respect conflict with, infringe upon or violate any patent,
patent license, patent application, trademark, trade name, trademark or trade
name registration, copyright, copyright registration, service xxxx, brand xxxx
or brand name of any other Person, nor has Seller or the Subsidiary received
any notice of any such conflict, infringement or violation.

Section 3.14 Taxes. Except as set forth in Schedule 3.14:

(a) All returns, reports, declarations, information returns and
estimates with respect to Taxes which were required to be filed by or with
respect to the Subsidiary or any of its former subsidiaries, including any
schedules or attachments thereto ("Tax Returns") have been duly and timely
filed and are true, correct and complete in all Material respects. All Taxes
of the Subsidiary or any of its former subsidiaries which have become due and
payable (whether or not disclosed on the Tax Returns) have been paid in full.

(b) There is no claim against the Subsidiary or any of its former
subsidiaries with respect to any Taxes and no assessment, deficiency or
adjustment has been asserted or proposed with respect to any Tax Return which
would, if determined adversely to the Subsidiary or any of its former
subsidiaries, have a Material Adverse Effect on the Subsidiary. There is not
in force any extension of time with respect to the date on which any Tax Return
of or with respect to the Subsidiary or any of its former subsidiaries is due
to be filed, or any waivers of or agreements by or with respect to the
Subsidiary or any of its former subsidiaries for any extension of time for the
assessment or payment of any Tax. No audit of any Tax Return of the Subsidiary
or any of its former subsidiaries is in process at the date hereof nor has any
appointment for or notice of any such audit been requested or given by any
taxing authority. All prior audits and examinations of the Subsidiary or any
of its former subsidiaries since 1987 have been disclosed to Buyer.

(c) Neither the Subsidiary nor any of its former subsidiaries has
filed a consent under Code Section 341(f) concerning collapsible corporations.
Neither the Subsidiary nor any of its former subsidiaries has made any
payments, is obligated to make any payments, or is a party to any agreement
that under certain circumstances could obligate it to make any payments that
will not be deductible under Code Section 280G. Neither the Subsidiary nor any
of its former subsidiaries has been a United States real property holding
corporation within the meaning of Code Section 897(c)(2) during the applicable
period specified in Code Section 897(c)(1)(A)(ii). Neither the Subsidiary nor
any of its former subsidiaries is a party to any Tax allocation or sharing
agreement. Neither the Subsidiary nor any of its former subsidiaries has
liability for the Taxes of any Person (other than the Subsidiary) under Treas.
Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign
law), as a transferee or successor, by contract or otherwise. No property
owned by the Subsidiary is "tax-exempt use property" within the meaning of
Section 168(h)(1) of the Code.

(d) The unpaid Taxes of the Subsidiary and its former subsidiaries
as of the date of the Balance Sheet do not exceed the reserve for Tax liability
(rather than any reserve for

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deferred Taxes established to reflect timing differences between book and Tax
income) set forth on the face of the Balance Sheet (rather than in any notes
thereto).

(e) Each of the Subsidiary and its former subsidiaries has
withheld and paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent contractor,
creditor, stockholder or other third party.

Section 3.15 Insurance. Set forth on Schedule 3.15 is a list,
together with the terms and deductible amounts, of all policies of fire, auto,
business interruption, liability, title and other forms of property and
casualty insurance covering any aspect of or otherwise relating to the
Business. Except as set forth on Schedule 3.15, there has been no default
under any provision of any insurance policy listed on Schedule 3.15, nor has
there been any failure to give any notice or present any claim thereunder in
due and timely fashion or as required by any such policy. The Subsidiary has
not received any notice of termination or non-renewal with respect to any such
policies.

Section 3.16 Litigation. Except as set forth on Schedule 3.16
hereto, there are no actions, lawsuits, proceedings or claims pending or, to
the knowledge of Management, threatened against Seller (that involve
transactions of or otherwise relate to the Subsidiary), or the Subsidiary at
law or in equity, or before any arbitrator of any kind, or before or by any
governmental agency or instrumentality (collectively, the "Claims"). Except as
set forth on Schedule 3.16, all such actions, lawsuits, proceedings or claims
are covered by the insurance policies listed in Schedule 3.15. To the
knowledge of Seller, except as set forth on Schedule 3.16, none of the Claims
is or is reasonably likely to have a Material Adverse Effect.

Section 3.17 Compliance with Laws. Except as set forth on
Schedule 3.17 hereto, the operations of the Subsidiary comply in all Material
respects with all applicable laws, statutes, rules, regulations, ordinances,
decrees or orders of any federal, state, local or foreign authority; provided
that this Section 3.17 does not address environmental matters which are
specifically addressed in Section 3.18. Except as set forth on Schedule 3.17,
neither Seller nor the Subsidiary is subject to any order, writ, ruling,
injunction, judgment or stipulation, of any court, tribunal, arbitrator of any
kind or governmental agency which Materially and adversely affects the assets
or condition of the Subsidiary or the conduct of the Business.

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Section 3.18 Environmental Matters. Except as disclosed in the
"Phase I Environmental Site Assessment Reports" prepared by XXXXX International
Incorporated and dated September 27, 1995, and except for such matters that
would not, in the aggregate, have a Material Adverse Effect:

(a) To the knowledge of Management, no petroleum products,
Hazardous Materials, or solid wastes have been disposed of or otherwise
released on, under, or about the Properties or the Former Facilities by the
Subsidiary or any of its former subsidiaries;

(b) To the knowledge of Management, neither the Subsidiary, the
Former Facilities nor the Properties are the subject of any existing, pending,
or threatened action, suit, investigation, inquiry, or proceeding by or before
any court or Governmental Authority under any Environmental Law;

(c) To the knowledge of Management, there are no Environmental
Conditions existing on or resulting from operations conducted by the Subsidiary
or any of its former subsidiaries on the Properties or the Former Facilities
that may give rise to any on-site or off-site remedial obligations under any
Environmental Law;

(d) To the knowledge of Management, the Properties are, and have
been, operated and maintained, and the Former Facilities were operated and
maintained, by the Subsidiary and its former subsidiaries in substantial
compliance with all applicable Environmental Laws and any order or requirements
of any court or Governmental Authority pertaining to the protection of the
environment;

(e) To the knowledge of Management, all notices, permits,
licenses, registrations, and similar authorizations, if any, required to be
obtained or filed in connection with the Properties or, while owned, operated
or leased by the Subsidiary or any of its former subsidiaries, the Former
Facilities, have been duly obtained or filed;

(f) To the knowledge of Management, the Subsidiary is in
compliance with the terms and conditions of all such notices, permits,
licenses, and similar authorizations;

(g) None of Seller, the Subsidiary or any of the Subsidiary's
former subsidiaries has entered into or is subject to any consent decree,
compliance order, or administrative order under any Environmental Law with
respect to the Properties or the Former Facilities;

(h) Neither Seller nor the Subsidiary has received notice under
the citizen suit provision of any Environmental Law in connection with the
Properties or the Former Facilities; and

(i) Neither Seller nor the Subsidiary has received any request for
information, notice, demand letter, administrative inquiry, or formal or
informal complaint or claim with respect to any Environmental Condition
relating to the Properties or the Former Facilities.

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Section 3.19 Employee Benefit Matters. (a) Schedule 3.19
provides a description of each of the following which is sponsored, maintained
or contributed to by the Subsidiary or any former subsidiaries for the benefit
of the employees of the Subsidiary:

(i) each "employee benefit plan," as such term is
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") ("Plan"); and

(ii) each personnel policy, stock option plan,
collective bargaining agreement, bonus plan, incentive award plan, vacation
policy, severance pay plan, deferred compensation plan and employment agreement
which is not described in Section 3.19(a)(i) ("Benefit Program or Agreement").

(b) Complete copies of each of the Plans, and related trusts, if
applicable, including all amendments thereto, have been furnished to or made
available for inspection by Buyer. There has also been furnished to or made
available for inspection by Buyer, with respect to each Plan required to file
such report and description, the most recent report on Form 5500 and the
summary plan description. Complete copies or descriptions of all Benefit
Programs and Agreements have also been furnished to or made available for
inspection by Buyer.

(i) Neither the Subsidiary nor any of its former
subsidiaries contributes to or has an obligation to contribute to, and has not
at any time within six years prior to the Closing Date contributed to or had an
obligation to contribute to, a multiemployer plan within the meaning of Section
3(37) of ERISA;

(ii) Each of the Subsidiary and its former subsidiaries
has performed in all Material respects its obligations in connection with the
Plans and the Benefit Programs and Agreements;

(iii) All reports and disclosures relating to the Plans
required to be filed with or furnished to governmental agencies, have been
filed or furnished in accordance with applicable law in a timely manner, and
each Plan and each Benefit Program or Agreement has been administered in
substantial compliance with its governing documents;

(iv) Each of the Plans intended to be qualified under
Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"), has
received a favorable determination letter from the Internal Revenue Service
regarding such qualified status;

(v) There are no actions, suits or claims pending
(other than routine uncontested claims for benefits) or, to the knowledge of
Management, threatened against, or with respect to, any of the Plans or Benefit
Programs and Agreements or their assets;

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(vi) All contributions required to be made to the Plans
pursuant to their terms and provisions have been made timely;

(vii) None of the Plans is subject to Title IV of ERISA;

(viii) No act, omission or transaction has occurred which
would result in imposition on the Subsidiary or any former subsidiary of a
material civil penalty assessed pursuant to subsections (c), (i) or (l) of
Section 502 of ERISA or a tax imposed pursuant to section 4975 of the Code;

(ix) To the knowledge of Management, there is no matter
pending with respect to any of the Plans before the Internal Revenue Service or
the Department of Labor;

(x) With respect to any employee benefit plan, within
the meaning of Section 3(3) of ERISA, which is not listed in Schedule 3.19 but
which is sponsored, maintained or contributed to, by any corporation, trade,
business or entity under common control with the Subsidiary or any of the
former subsidiaries, within the meaning of Section 414(b), (c) or (m) of the
Code or Section 4001 of ERISA ("Commonly Controlled Entity"), (A) no withdrawal
liability, within the meaning of Section 4201 of ERISA, has been incurred,
which withdrawal liability has not been satisfied, (B) no liability to the PBGC
has been incurred by any Commonly Controlled Entity, which liability has not
been satisfied, (C) no accumulated funding deficiency, whether or not waived,
within the meaning of Section 302 of ERISA or Section 412 of the Code has been
incurred, and (D) all contributions (including installments) to such plan
required by Section 302 of ERISA and Section 412 of the Code have been timely
made; and

(xi) The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not require the
Subsidiary to make a larger contribution to, or pay greater benefits under, any
Plan, Benefit Program or Agreement than it otherwise would or create or give
rise to any additional vested rights or service credits under any Plan or
Benefit Program;

(xii) Neither the Subsidiary nor any of its former
subsidiaries has any post-retirement or post- employment employee welfare
benefit plan (as defined in Section 3(1) of ERISA) obligations or liabilities
other than as required by law pursuant to COBRA (as codified at part 6 of Title
I of ERISA).

(d) None of the employees of the Subsidiary is subject to union or
collective bargaining agreements with the Subsidiary.

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Section 3.20 Finders. Neither Seller nor the Subsidiary has
taken any action that, directly or indirectly, would obligate Buyer to anyone
acting as broker, finder, financial advisor or in any similar capacity in
connection with this Agreement or any of the transactions contemplated hereby.
Salomon Brothers Inc has acted for Seller in connection with this Agreement and
will be compensated by Seller. Neither Seller nor the Subsidiary has taken any
action that would require or obligate either the Subsidiary or the Buyer to
make any payment or otherwise be obligated to any Person in connection with the
transactions contemplated by this Agreement.

Section 3.21 Amount of Indebtedness. As of the date hereof, the
Bank Indebtedness consists of $20,750,000 in principal amount and approximately
$43,986 in accrued but unpaid interest. Except as set forth on Schedule 3.21,
the Subsidiary has no obligation or does not intend prior to the Closing to
make any payment to Natwest or its affiliates in connection with the Bank
Indebtedness. Except as set forth on Schedule 3.21, the Subsidiary has no
Indebtedness.

Section 3.22 Divestiture Bonus Payments and Severance. Schedule
3.22 hereto sets forth (a) any divesture bonuses or payments which the
Subsidiary is or will be obligated to make to employees of the Subsidiary upon
the successful consummation of the transactions contemplated by this Agreement
("Divestiture Bonus Payments"), and (b) any arrangements in respect of
termination or severance (other than Divestiture Bonus Payments) between the
Subsidiary and any of its employees, including (i) the estimated amount of and
manner of determining the amount of any such payment and (ii) the Person to
whom such payment is or will be due. The aggregate amount of all Divestiture
Bonus Payments listed on Schedule 3.22 is referred to herein as the
"Divestiture Bonus Amount." The aggregate of all amounts payable in respect of
termination or severance of an employee (other than Divestiture Bonus Payments)
is referred to herein as "Severance Amounts." To the knowledge of Seller,
other than the Divestiture Bonus Payments and the arrangements in respect of
termination or severance (other than Divestiture Bonus Payments) disclosed on
Schedules 3.7, 3.19 and 3.22, there exists no reasonable basis for a claim by
any of the Subsidiary's employees that the Subsidiary is obligated to make any
bonus, termination or severance payments to any employee of the Subsidiary in
connection with the sale of the Subsidiary.

Section 3.23 Customers. Set forth on Schedule 3.23 are the
names of all customers of the Subsidiary that purchased, ordered, leased or
rented goods, services or merchandise (including Inventory and Rental
Equipment) from the Subsidiary accounting for aggregate revenues of $500,000 or
more during the twelve-month period ended March 31, 1995 or $250,000 or more
during the six-month period ended September 30, 1995 and the approximate amount
for which each such customer was invoiced during such period (each such
customer, a "Significant Customer"). Except as set forth on Schedule 3.23, the
Subsidiary has not received any written notice or, to the knowledge of
Management, other notice that any Significant Customer of the Subsidiary has
ceased, or will cease, to purchase or use the goods, services or merchandise
(including Inventory and Rental Equipment) of the Subsidiary or has
substantially reduced, or will substantially reduce, the purchase or use of
such goods, services or merchandise (including Inventory and Rental Equipment).

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Section 3.24 Suppliers. Set forth on Schedule 3.24 are the
names of all suppliers from which the Subsidiary ordered, purchased or leased
raw materials, supplies, merchandise, equipment or other goods (including
Inventory and Rental Equipment) with an aggregate purchase price of $500,000 or
more or annual lease payments of $50,000 or more during the twelve-month period
ended September 30, 1995 and the approximate amount for which each supplier
invoiced the Subsidiary during such period (each such supplier, a "Significant
Supplier"). Except as set forth on Schedule 3.24, the Subsidiary has not
received any written notice, or, to the knowledge of Management, other notice
that any such Significant Supplier will not sell or lease raw materials,
supplies, merchandise, equipment and any other goods (including Inventory and
Rental Equipment) to Subsidiary or Buyer and any other goods (including
Inventory and Rental Equipment) to Subsidiary or Buyer at any time after the
Closing Date on terms and conditions similar to those imposed on current sales
to the Subsidiary, subject to general and customary price increases.

Section 3.25 Former Facilities. Schedule 3.25 lists (a) each
Former Facility, including its address, whether such Former Facility was owned
or leased and whether the owner or lessee was the Subsidiary or one of its
former subsidiaries (in such case, identifying the former subsidiary) and (b)
to the knowledge of Management, the beginning and ending dates of the period
during which the Subsidiary or one of its former subsidiaries owned, used,
leased or operated such Former Facility, and the method and date of disposition
of each such Former Facility. To the knowledge of Management, there are no
actions, lawsuits, proceedings or claims pending or threatened against the
Seller or the Subsidiary that involve or are in connection with the Former
Facilities.

Section 3.26 Intercompany Account. As of the date hereof, the
amount of the Intercompany Account is $200,000. Except as set forth on
Schedule 3.26, the Subsidiary has no obligation prior to the Closing to make
any payment to Seller or its affiliates.

Section 3.27 Parent Shareholders. The controlling shareholder
of the Parent has entered into a binding undertaking, substantially in the form
previously agreed to by Buyer and Seller, to vote its shares of capital stock
in the Parent to approve this Agreement and the transactions contemplated
hereby (the "Voting Agreement"). The number of shares of capital stock of
Parent held by such shareholder and the percentage of capital stock of the
Parent represented by such Shares is listed opposite such shareholder's name on
Schedule 3.27. The Voting Agreement is a valid agreement, in full force and
effect, enforceable against such shareholder in accordance with its terms. The
shares of the Parent held by such shareholder, when voted to approve this
Agreement and the transactions contemplated hereby, are sufficient under
applicable laws, rules and regulations to duly authorize and grant such
approval.

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ARTICLE IV

REPRESENTATION AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.1 Corporate Standing. Buyer is a corporation duly
organized and validly existing under the laws of Texas.

Section 4.2 Corporate Power; Due Authorization. Buyer has all
requisite corporate power and authority to execute and deliver this Agreement
and consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement have been duly authorized by all necessary
corporate action on the part of Buyer. This Agreement is the legal, valid and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, and similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

Section 4.3 No Breach. The execution and delivery of this
Agreement by Buyer and the consummation by Buyer of the transactions
contemplated hereby are not prohibited by, and will not result in any breach or
violation of or loss of benefits under, or constitute a default under, or
accelerate or permit the acceleration of the performance required by the terms
of, any provisions of (a) any law, rule, regulation or ordinance applicable to
Buyer and in effect on the date of this Agreement, or any judgment, order,
decree, permit, concession, grant, franchise or license applicable to Buyer,
(b) the Articles of Incorporation or Bylaws of Buyer, or (c) any contract,
indenture, agreement or commitment to which Buyer is a party or is bound.

Section 4.4 No Consent Required. Except for any filings or
clearances required under the HSR Act, no consent, approval, authorization or
order of or filing with any governmental agency or body is required for the
consummation of the transactions contemplated by this Agreement on the part of
Buyer.

Section 4.5 Finders. Buyer has not taken any action that,
directly or indirectly, would obligate Seller to anyone acting as broker,
finder, financial advisor or in any similar capacity in connection with this
Agreement or any of the transactions contemplated hereby.

Section 4.6 Legal Proceedings. There are no legal,
administrative, or other proceedings or governmental investigations pending or,
to the best knowledge of Buyer, threatened against Buyer which would give any
third party the right to enjoin or rescind the transactions contemplated
hereby.

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Section 4.7 Financing. Buyer has available to it the resources
necessary for the consummation of the transactions contemplated hereby or, to
the extent that Buyer requires financing for this transaction from sources
other than Buyer's own resources, Buyer has provided Seller with evidence
satisfactory to Seller of commitments for such financing.

ARTICLE V

COVENANTS

Section 5.1 Mutual Covenants of Buyer and Seller. Each of the
parties hereto covenants and agrees as follows:

(a) Government Approvals. Each of the parties to this Agreement
will furnish to the other such necessary information and reasonable assistance
as the other may request in connection with its preparation of any necessary
filings or submissions to any governmental agency or authority. Each party
will keep the other party informed of the status of any inquiries made of such
party by any governmental agency or authority or members of the staffs of any
thereof with respect to this Agreement or the transactions contemplated hereby.

(b) Commercially Reasonable Efforts. Upon the terms and subject
to the conditions hereof, each of the parties hereto agrees to expeditiously
use its commercially reasonable efforts to take or cause to be taken all
actions and to do or cause to be done all things necessary, proper or advisable
to consummate the transactions contemplated by this Agreement and shall use its
commercially reasonable efforts to expeditiously obtain all necessary waivers,
consents and approvals, including, but not limited to, the requisite approval
of the shareholders of Parent, and to effect all necessary registrations and
filings.

(c) Public Announcements. Prior to the Closing Date, Buyer and
Seller will consult with each other before issuing any press release or
otherwise making any public statements with respect to this Agreement or the
transactions contemplated hereby and shall not issue any such press release or
make any such public statement to which the other party shall reasonably
object, except as may be required by law or any rule or regulation of or
listing agreement with a securities exchange.

(d) Books and Records. After the Closing, each of the parties
hereto shall provide the other with such reasonable access to the books and
records relating to the Subsidiary and the Business as either of them shall
reasonably request and shall offer to the other party any such books and
records before destroying or disposing of the same. In addition, after the
Closing, Buyer shall provide such access to and assistance from employees of
the Subsidiary as Seller may reasonably require, and Seller agrees to pay
Buyer's reasonable out-of-pocket expenses incurred in providing such access and
assistance.

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(e) Further Assurances. At any time and from time to time after
the Closing, at the request of any party to this Agreement and without further
consideration, any party so requested will execute and deliver such other
instruments and take such other action as the requesting party may reasonably
deem necessary or desirable in order to effectuate the transactions
contemplated hereby. In case at any time after the Closing any further action
is necessary or desirable to carry out the purposes of this Agreement,
including the indemnification provisions set forth in Article IX hereto, each
party hereto shall expeditiously take or cause to be taken all such action.

(f) HSR Act Filings. As promptly as practicable after the date
hereof, each party hereto shall file with the Federal Trade Commission and the
Department of Justice the notification and report form required for the
transactions contemplated hereby under the HSR Act, and shall thereafter
cooperate with each other in promptly filing any supplemental information
reasonably requested in connection therewith pursuant to the HSR Act.

Section 5.2 Covenants of Seller. Seller hereby covenants and
agrees as follows:

(a) Access to Information. During the period from the date hereof
to the Closing, Seller shall upon reasonable notice to Management afford to the
officers, employees or other authorized representatives of Buyer reasonable
access during normal business hours to all of the assets, properties, books and
records of Seller relating to the Business and of the Subsidiary and shall
furnish or cause to be furnished to Buyer copies of any such books or records
and such financial and operating data and other information relating to the
Business and the Subsidiary as Buyer may reasonably request. Buyer agrees to
indemnify, defend and hold harmless the Seller Group (as defined in Section
9.1) from and against any and all Losses (as defined in Section 9.2), asserted
directly against or incurred or suffered directly by any member of the Seller
Group as a result of or arising from Buyer's access in accordance herewith.
Such indemnification shall be governed by Article IX herein.

(b) Affirmative Covenants Regarding Operation of the Business.
From the date hereof until the Closing, except to the extent expressly
permitted or contemplated by this Agreement or otherwise consented to by an
instrument in writing signed by Buyer, Seller shall and shall cause the
Subsidiary to:

(i) continue to conduct the Business in the ordinary
and usual course, in a manner consistent with past practice;

(ii) perform and comply in all Material respects with
the terms of the Contracts listed in Schedule 3.12 hereto, except that nothing
herein shall, as between the Seller and any party to any such contract, require
Seller to perform such contract on behalf of the Subsidiary, except to the
extent specifically required by any contract to which Seller is a party;

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(iii) provide, upon request by Buyer and from the date
hereof, a weekly list of new rental contracts with expected return dates of
more than 30 days entered into by the Subsidiary;

(iv) maintain or cause to be maintained the Properties
and Equipment of the Subsidiary in substantially the same condition that such
Properties and Equipment were in at the date hereof, ordinary wear and tear
excepted; and

(v) maintain, in full force and effect until the
Closing Date, all insurance to which reference is made in Section 3.15.

(c) Negative Covenants Regarding Operation of the Business. From
the date hereof until Closing, except as expressly permitted or contemplated by
this Agreement or otherwise consented to by an instrument in writing signed by
Buyer, Seller shall not, and shall not permit the Subsidiary to:

(i) sell, lease or dispose of any of the assets of the
Subsidiary other than in the ordinary course of business, in a manner
consistent with past practice, or subject to any Encumbrance any of the assets
of the Subsidiary except Permitted Encumbrances;

(ii) sell any Rental Equipment with a manufacture date
of 1992 or later;

(iii) sell any Rental Equipment with a manufacture date
of 1991 or earlier for less than the greater of the fair market value (as
determined according to Schedule 5.2(c)(iii)) or the net book value (as set
forth on Schedule 3.10 or, if not listed on such Schedule, as determined
according to generally accepted accounting principles consistently applied) of
such Rental Equipment and such sales, if any, shall not exceed the monthly net
book value amount set forth on the Subsidiary's projected sales budget by month
attached hereto as Schedule 5.2(c)(iii);

(iv) enter into an equipment rental contract with an
expected return date of more than 90 days;

(v) purchase Equipment for resale unless the Subsidiary
has a binding commitment from a customer to purchase such Equipment from the
Subsidiary at a sales price that yields a profit margin consistent with past
practices;

(vi) enter into maintenance/service contracts or
agreements with customers unless such contracts or agreements are made in the
ordinary course of business consistent with past practices;

(vii) amend, waive, release, dispose of or permit to
lapse any Material right under any of the Contracts or any Material right
relating to the Subsidiary or the Business;

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(viii) incur any obligation (other than pursuant to this
Agreement), liability or indebtedness (other than Bank Indebtedness) with
respect to the Subsidiary or the Business, except for any liability or
obligation not constituting Indebtedness incurred in the ordinary course of
business and consistent with past practice;

(ix) make any change in the number of shares of the
Subsidiary's capital stock authorized, issued or outstanding or grant any
option, warrant or other right to purchase, or to convert any obligation into,
shares of the Subsidiary's capital stock;

(x) amend the Articles of Incorporation or Bylaws of
the Subsidiary;

(xi) lease or purchase any real property, renew any
existing lease of any of the Properties or open a new facility;

(xii) except as permitted pursuant to Section 2.7, do, or
permit to be done, anything which is represented and warranted not to have
occurred since September 30, 1995 in Section 3.7 hereof;

(xiii) except as permitted pursuant to Section 2.7, take
any action, or cause any action to be taken which causes a representation or
warranty made by Seller to be untrue or causes a failure in a condition to
Closing;

(xiv) except for the Dividend, make any dividends,
distributions, payments on the Intercompany Account or other payments to or for
the benefit of Seller or any of its affiliates, or incur any obligation to
Seller or any affiliate thereof or engage in any transaction that would result
in an obligation of the Subsidiary to Seller or any affiliate thereof; or

(xv) agree to do any of the above.

(d) Shareholders Meeting. Seller covenants and agrees to call a
meeting of Parent's shareholders prior to the 7th business day after the later
of (i) the receipt of the Environmental Audit Report or (ii) the early
termination or expiration of the mandatory waiting periods under the HSR Act
and any voluntary extension of such period pursuant to Sections 6.1(e) and
6.2(g), for the purpose of voting on this Agreement and the transactions
contemplated hereby. Seller further covenants and agrees to hold such meeting
on the date of the expiration of the minimum required statutory period between
the call and the holding of the meeting.

(e) Exclusivity. Until the first to occur of the Closing Date or
the termination of this Agreement in accordance with Article VIII hereof,
neither the Seller, the Subsidiary, nor any of their affiliates, directors,
officers, representatives, or agents shall, directly or indirectly, knowingly
encourage, solicit, initiate or participate in any way in discussions or
negotiations with, or knowingly provide any confidential information to, any
corporation, partnership, person or other entity or group (other than Buyer and
its officers, employees and representatives) concerning any acquisition or
purchase of all or a material amount of the

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assets of, or any securities of, or any merger, consolidation or business
combination with, the Subsidiary;

(f) Consents. The Seller shall use commercially reasonable
efforts to obtain the third party consents listed on Schedule 3.12 and those
consents not listed on Schedule 3.12 but subsequently identified by Buyer as
material prior to the Closing Date;

(g) Estoppel Certificates. The Seller shall use its commercially
reasonable efforts to obtain estoppel certificates substantially in the form
attached as Exhibit "E" for all of the leased real property listed on Schedule
3.13(a) prior to the Closing Date;

(h) Title Commitments. As soon as practicable after the date
hereof, but not later than February 2, 1996, Seller shall provide Buyer with
surveys and title commitments for an ALTA Owner's Policy of title insurance or
a commitment on the form promulgated by the State of Texas for owned real
property in Texas, for the owned real property listed on Schedule 3.13(a).
Seller shall use Southwest Land Title Company, 000 Xxxxx Xxxxx, Xxxxxx, Xxxxx
00000, or a title company reasonably acceptable to Buyer;

(i) Financial Audit. As soon as practicable after the Closing,
Seller, at its expense, shall engage KPMG Peat Marwick ("KPMG") to perform an
audit of the financial statements of the Subsidiary as of and for the period
ended the Closing Date in accordance with generally accepted auditing
standards. Seller hereby covenants and agrees that (i) the scope of the audit
shall be subject to the reasonable approval of Buyer, (ii) KPMG shall be
directed to, among other things, (A) coordinate its activities with Coopers &
Xxxxxxx and (B) ensure that such financial statements are prepared in
accordance with Regulation S-X of the Federal securities laws and (iii) KPMG
shall be requested to render an unqualified report that the financial
statements referred to in Section 5.2(i)(B) present fairly, in all material
respects, the financial position, results of operations and cash flows for the
periods indicated in conformity with generally accepted accounting principles,
consistently applied. Seller shall direct KPMG to complete its work under this
Section 5.2(i) within 60 days after the Closing. After the Closing, Seller
shall, at Buyer's expense, cooperate fully with Buyer and KPMG in the
restatement by KPMG of the Subsidiary's audited financial statements, as of and
for the fiscal years ended March 31, 1993, 1994 and 1995 in accordance with
Regulation S-X of the Federal securities laws including, but not limited to,
preparation and execution by Seller of updated representation letters relating
to such periods.

(j) KPMG Fleet Audit. As soon as practicable after Closing,
Seller, at its expense, shall engage KPMG to (i) perform an audit of the Rental
Equipment, including the preparation of a Rental Equipment Schedule (the "KPMG
Fleet Audit Schedule") reconciling the results of its audit of the Rental
Equipment with Schedule 3.10 and (ii) prepare an agreed-upon procedures report
in accordance with Statement on Auditing Standards No. 75 on the KPMG Fleet
Audit Schedule. Seller shall direct KPMG to complete its work under this
Section 5.2(j) within 60 days after the Closing. The specific procedures that
will be applied to the preparation of the KPMG Fleet Audit Schedule will be
determined by agreement between Buyer, Seller and KPMG. The parties hereto
agree that the scope of

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KPMG's audit of the Rental Equipment shall include, without limitation, a
physical inventory of all of the Rental Equipment at the Properties and a
representative sample of the Rental Equipment in the possession of the
Subsidiary's rental customers.

Section 5.3 Covenants of Buyer.

(a) Payment of Intercompany Account. At the Closing but
immediately after the sale to and purchase by Buyer of the Shares, Buyer shall
pay or cause the Subsidiary to pay to Seller the balance of the Intercompany
Account less any federal, state or local withholding tax payable in respect of
the amount of the Management Fee.

(b) Confidentiality. Until the Closing Date, Buyer shall comply
in all respects with and be fully obligated under the confidentiality agreement
dated August 16, 1995 entered into by and between Investcorp International Inc.
and the Subsidiary regardless of whether this Agreement has terminated.

Section 5.4 Environmental Audit.

(a) Buyer and its authorized representatives and agents, including
the Environmental Consultant, are hereby granted the right of access to the
real property owned or leased by the Subsidiary in order to undertake the
Environmental Audit. To the extent that any environmental testing is conducted
by Buyer or its authorized representatives or agents, the environmental testing
will be conducted pursuant to a work agreement agreeable to Buyer and Seller.
Seller will, and will cause the Subsidiary to, cooperate with Buyer and its
authorized representatives and agents, including the Environmental Consultant,
and accede to all of Buyer's good faith reasonable requests arising in
connection with the Environmental Audit, including all reasonable requests for
borings, soil samples or other intrusive tests of the Properties. Any site
visits in connection with the Environmental Audit will be conducted on
reasonable prior notice to Seller, and Seller may have a representative present
at the time of any such investigation. Buyer agrees that any reports prepared
by or for Buyer in connection with the Environmental Audit will be kept
confidential and not disclosed by Buyer to any third parties unless required by
applicable law, and Buyer will instruct the Environmental Consultant not to so
disclose any such reports unless required by applicable law.

(b) Buyer shall direct the Environmental Consultant to conduct an
Environmental Audit and deliver to Buyer and Seller, as promptly as practicable
and not later than the 20th day following the date of this Agreement, the
Environmental Audit Report describing the results of the Environmental Audit.
To the extent available, not less than 5 business days prior to the delivery of
the Environmental Audit Report (or as soon thereafter as a draft Environmental
Audit Report becomes available), Buyer will cause the Environmental Consultant
to deliver to Buyer and Seller a preliminary draft of the Environmental Audit
Report for their review. The Environmental Audit (including the preparation of
the Environmental Audit Report) shall be conducted at Buyer's sole expense.
Buyer shall instruct the Environmental Consultant, for each matter identified
in the Environmental Audit,

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to state in the Environmental Audit Report a reasonable estimate of the Cleanup
Costs for such matter. The later of the date on which Buyer or Seller actually
receives the Environmental Audit Report shall hereinafter be referred to as the
"Environmental Audit Date."

(c) If the Cleanup Costs are reasonably estimated by the
Environmental Consultant to exceed $6.5 million, either of Buyer or Seller
shall have the option of terminating this Agreement by written notice to the
other within 5 business days after the Environmental Audit Date. If Buyer and
Seller fail to exercise their rights to terminate this Agreement within such 5
business day period, each party agrees that its rights to terminate this
Agreement pursuant to this Section 5.4(c) shall be irrevocably waived. In the
event of termination of this Agreement in accordance herewith, (i) neither
party shall have any indemnification or other obligations or liabilities to the
other as a result of such termination or the facts that gave rise to such
termination, and (ii) Seller, at its option, may elect to retain the
Environmental Audit Report for its own use provided that Seller reimburses
Buyer for 50% of the cost of the Environmental Audit; provided, however, if
Seller does not elect to retain the Environmental Audit Report, it shall return
all copies of the Environmental Audit Report to or at the direction of Buyer.

(d) For purposes of this Agreement:

(i) "Cleanup Costs" shall mean the cost and
professional fees, including reasonable attorneys' fees, reasonably necessary:
(A) to bring into compliance with Environmental Law any condition relating to
the operations of, or facilities or property owned, used, operated or leased
by, the Subsidiary or any of its former subsidiaries existing as of or prior to
the Closing Date that is not in compliance with Environmental Law as of the
Closing Date or to fulfill or satisfy any liability related to such condition;
(B) to fulfill or satisfy any liability associated with any release of
Hazardous Materials from any property or Former Facility (to the extent that
the liability arises from a condition existing as of or prior to the Closing
Date) of which the Subsidiary has received or receives in the future written
notice consistent with the requirements of applicable Environmental Laws; (C)
to fulfill or satisfy any liability of which the Subsidiary has received or
receives in the future written notice associated with an Environmental
Condition affecting any of the Former Facilities; (D) to contain, reduce or
eliminate the level of Hazardous Materials on or under or released as of or
prior to the Closing Date from any property owned, used, leased or operated by
the Subsidiary or any of its former subsidiaries, including any Former
Facility, as is reasonably necessary under any applicable Environmental Law;
(E) to contain or remove any asbestos, PCB's, underground storage tank ("UST")
or underground injection well, or to upgrade or abandon in-place any UST,
present as of the Closing Date at any property owned, used, leased or operated
by the Subsidiary or any of its former subsidiaries, including any Former
Facility, to the extent and in the manner that such containment, removal,
upgrade, or abandonment is required of the Subsidiary by any applicable
Environmental Law; and (F) to correct any non-compliance of the Subsidiary or
any of its former subsidiaries existing as of or prior to the Closing Date with
any regulatory, filing or permitting requirements of any applicable
Environmental Law or to fulfill or satisfy any

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liability related to such non-compliance; provided, that in each case to
correct any non-compliance or fulfill or satisfy any liability related to such
non-compliance referred to in clauses (A) through (F) of this Section
5.4(d)(i), such correction, fulfillment or satisfaction shall be to the level
required by applicable Environmental Laws in effect at the time of such
correction, fulfillment or satisfaction;

(ii) "Environmental Audit" shall mean an environmental
audit of the Subsidiary and the facilities and properties which the Subsidiary
owns or operates which shall include verification of previous "Phase I" reports
provided by Seller and invasive testing of such property, which may include,
but not be limited to, comprehensive sampling and analysis of soil and/or
groundwater;

(iii) "Environmental Audit Report" shall mean the report
of the Environmental Consultant on the Environmental Audit; and

(iv) "Environmental Consultant" shall mean Environmental
Performance, Inc.

Section 5.5 Tax Matters. The following provisions shall govern
the allocation of responsibility as between Seller and Buyer for certain tax
matters following the Closing Date:

(a) Liability for Taxes.

(i) Seller's Liability for Taxes. Seller shall be
liable for and shall indemnify Buyer for Losses asserted directly against,
resulting directly to, imposed directly upon or incurred or suffered directly
by Buyer as a result of or arising from all Taxes (including, without
limitation, any obligation to contribute to the payment of a tax determined on
a consolidated, combined or unitary basis with respect to a group of
corporations that includes or included the Subsidiary) imposed on the
Subsidiary or any of its former subsidiaries or for which the Subsidiary or any
of its former subsidiaries may otherwise be liable (A) for any Tax period that
ends on or before the Closing Date, (B) with respect to any Tax period
beginning before and ending after the Closing Date, the portion of such Taxes
that relates to the portion of the Tax period ending on and including the
Closing Date, or (C) arising out of a breach or inaccuracy of any
representation contained in Section 3.14, in each case to the extent such Taxes
are not reflected in the reserve for Tax liability (rather than any reserve for
deferred Taxes established to reflect timing differences between book and Tax
income) shown on the face of the Balance Sheet. For the avoidance of doubt,
the Sellers's liability under this Section 5.5(a)(i) shall extend to any Losses
of Buyer or Subsidiary incurred in responding to an examination, audit,
administrative or court proceeding, or other procedure in which a Tax authority
seeks to propose an adjustment, that if pursued successfully, would give rise
to a liability for Taxes for which Buyer would have a claim for indemnification
under this Section 5.5(a)(i), even if no Tax is ultimately payable as a result
of such examination, audit, administrative or court proceeding, or other
procedure. Seller shall be entitled to any refund of Taxes (and applicable
interest) of the Subsidiary

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received for which Seller was liable under this Section 5.5(a), subject,
however, to the provisions of Section 2.9 hereof regarding the funding of the
escrow account established pursuant to the Indemnity Escrow Agreement and
provided that Seller shall not be entitled to any refund to the extent such
refund is generated using loss carrybacks from taxable periods (or portions
thereof) beginning after the Closing Date. For purposes of this Section, in
the case of any taxes that are imposed on a periodic basis and are payable for
a Tax period that includes (but does not end on) the Closing Date, the portion
of such Tax which relates to the portion of such Tax period ending on the
Closing Date shall (x) in the case of any taxes other than Taxes based upon or
related to income or receipts, be deemed to be the amount of such tax for the
entire Tax period multiplied by a fraction the numerator of which is the number
of days in the Tax period ending on the Closing Date and the denominator of
which is the number of days in the entire Tax period, and (y) in the case of
any Tax based upon or related to income or receipts (including franchise taxes
to the extent based upon income, receipts or earned surplus), be deemed equal
to the amount which would be payable if the relevant Tax period ended on the
Closing Date.

(ii) Buyer's Liability for Taxes. Buyer shall be liable
for and shall indemnify Seller for Losses asserted directly against, resulting
directly to, imposed directly upon or incurred or suffered directly by Seller
as a result of or arising from the Taxes of the Subsidiary for any Tax period
that begins after the Closing Date and, with respect to any Tax period
beginning before and ending after the Closing Date, the portion of such Taxes
that relates to the portion of the Tax period beginning after the Closing Date.
For the avoidance of doubt, Buyer's liability under this Section 5.5(a)(ii)
shall extend to any Losses of Seller incurred in responding to an examination,
audit, administrative or court proceeding, or other procedure in which a Tax
authority seeks to propose an adjustment, that if pursued successfully, would
give rise to a liability for Taxes for which Seller would have a claim for
indemnification under this Section 5.5(a)(ii), even if no Tax is ultimately
payable as a result of such examination, audit, administrative or court
proceeding, or other procedure. Buyer shall be entitled to any refund of Taxes
(and applicable interest) of the Subsidiary received other than refunds of
Taxes to which Seller is entitled under Section 5.5(a)(i).

(b) Preparation and Filing of Tax Returns.

(i) Tax Periods Ending on or Before the Closing Date.
Buyer shall prepare or cause to be prepared and file or cause to be filed all
Tax Returns for the Subsidiary due after the Closing Date for all Tax periods
ending on or prior to the Closing Date. Buyer shall provide copies of such Tax
Returns to Seller to review and comment on 30 days prior to filing. Buyer
shall not file such Tax Returns without Sellers' consent, which consent shall
not be unreasonably withheld or delayed. Seller shall reimburse Buyer for
Taxes of the Subsidiary with respect to such Tax periods within fifteen (15)
days after payment by Buyer or the Subsidiary of such Taxes to the extent such
Taxes are not reflected in the reserve for Tax liability (rather than any
reserve for deferred Taxes established to reflect timing differences between
book and Tax income) shown on the face of the Balance Sheet.

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(ii) Tax Periods Beginning Before and Ending After the
Closing Date. Buyer shall prepare or cause to be prepared and file or cause to
be filed any Tax Returns of the Subsidiary for Tax periods which begin before
the Closing Date and end after the Closing Date. Buyer shall provide copies of
such Tax Returns to Seller 30 days prior to filing such Tax Returns and shall
permit Seller to review and comment on such Tax Returns prior to filing. Buyer
shall not file such Tax Returns without Sellers' consent, which consent shall
not be unreasonably withheld or delayed. Seller shall pay to Buyer within
fifteen (15) days after the date on which Taxes are paid with respect to such
periods an amount equal to the portion of such Taxes which relates to the
portion of such Tax period ending on the Closing Date to the extent such Taxes
are not reflected in the reserve for Tax liability (rather than any reserve for
deferred Taxes established to reflect timing differences between book and Tax
income) shown on the face of the Balance Sheet. All determinations necessary
to give effect to the foregoing allocations shall be made in a manner
consistent with prior practice of the Subsidiary.

(iii) Failure to provide copies of such Tax Returns to
Seller or failure to obtain Seller's consent with respect to the filing of such
Tax Returns shall not relieve Seller of any liability which it may have under
this Section 5.5 except and only to the extent of any damages, including
without limitation any material prejudice to Seller's right to contest any
claim giving rise to indemnity herein, to Seller caused by such failure.

(i) Buyer, the Subsidiary and Seller shall cooperate
fully, as and to the extent reasonably requested by the other party, in
connection with the filing of tax Returns pursuant to this Section and any
audit, litigation or other proceeding with respect to Taxes. Such cooperation
shall include the retention and (upon the other party's request) the provision
of records and information which are reasonably relevant to any such audit,
litigation or other proceeding and making employees available on a mutually
convenient basis to provide additional information and explanation of any
material provided hereunder. The Subsidiary and Seller agree (A) to retain all
books and records with respect to Tax matters pertinent to the Subsidiary
relating to any Tax period beginning before the Closing Date until the
expiration of the statute of limitations (and, to the extent notified by Buyer
or Seller, any extensions thereof) of the respective taxable periods, and to
abide by all record retention agreements entered into with any taxing
authority, and (B) to give the other party reasonable written notice prior to
transferring, destroying or discarding any such books and records and, if the
other party so requests, the Subsidiary or Seller, as the case may be, shall
allow the other party to take possession of such books and records.

(ii) Buyer and Seller further agree, upon request, to
use their best efforts to obtain any certificate or other document from any
governmental authority or any other Person as may be necessary to mitigate,
reduce or eliminate any Tax that could be imposed (including, but not limited
to, with respect to the transactions contemplated hereby).

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(d) Tax Contests.

(i) If any taxing authority proposes any adjustment
which could, if pursued successfully, give rise to a claim for indemnification
against the Seller by the Buyer under Section 5.5(a)(i) (a "Seller Tax Claim"),
a claim for indemnification against the Buyer by the Seller under Section
5.5(a)(ii) (a "Buyer Tax Claim"), or both a Seller Tax Claim and a Buyer Tax
Claim (a "Joint Tax Claim"), then the party hereto first receiving notice of
such proposed adjustment (a "Tax Dispute") shall promptly notify the other
party hereto in writing of such Tax Dispute.

(ii) In the case of a Buyer Tax Claim, the Buyer shall
have the right, at its sole cost and expense, to control the defense,
prosecution, settlement or compromise of the Tax Dispute underlying such Buyer
Tax Claim; provided, however, that the Buyer will not, without the Seller's
prior written consent (which consent shall not be unreasonably withheld or
delayed), enter into any settlement or compromise of such Tax Dispute.

(iii) In the case of a Seller Tax Claim, the Seller shall
have the right, at its sole cost and expense, to control the defense,
prosecution, settlement or compromise of the Tax Dispute underlying such Seller
Tax Claim; provided, however, that the Seller will not, without the Buyer's
prior written consent (which consent shall not be unreasonably withheld or
delayed), enter into any settlement or compromise of such Tax Dispute.

(iv) In the case of a Joint Tax Claim, the Buyer and the
Seller shall first attempt to separate such Joint Tax Claim into two, one
involving the Buyer Tax Claim portion thereof (which shall be subject to the
provisions of Section 5.5(d)(iii)) and the other involving the Seller Tax Claim
portion thereof (which shall be subject to the provisions of Section
5.5(d)(iii)). If the Buyer and the Seller are not successful in accomplishing
such separation, the Buyer and the Seller shall consult and cooperate in good
faith with each other in controlling such audit, examination, investigation, or
administrative, court or other proceeding, shall not compromise or settle such
Joint Tax Claim without the other's prior written consent (which consent shall
not be unreasonably withheld or delayed), and shall share the costs and
expenses associated with such Joint Tax Claim on such equitable basis as the
parties shall mutually agree. If the Buyer and the Seller cannot agree with
respect to any matter involving any Joint Tax Claim, the Buyer and the Seller
shall jointly engage independent tax counsel that is mutually acceptable to the
Buyer and the Seller to make its decision with respect to such matter, which
decision shall be final and binding on the Buyer and the Seller. The Buyer
shall bear and pay one-half of the fees and other costs charged by such counsel
and the Seller shall bear and pay one-half of the fees and other costs charged
by such counsel.

(v) The party hereto that controls the Tax Dispute
under the provisions of Section 5.5(d)(ii), 5.5(d)(iii) or 5.5(d)(iv) shall
keep the other party hereto informed of all events and developments relating to
such Tax Dispute, and the other party hereto, or its authorized
representatives, shall be entitled, at its own expense, to attend (but not
control) all conferences, meetings and proceedings relating to such Tax
Dispute.

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(vi) Failure to notify a party hereto of a Tax Dispute
shall not relieve such party of any liability which it may have under this
Section 5.5 except and only to the extent of any damages, including without
limitation any material prejudice to such party's right to contest any claim
giving rise to indemnity herein, to such party caused by such failure.

(e) Certain Taxes. All transfer, documentary, sales, use, stamp,
registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with this Agreement, shall be paid by Seller
when due, and Seller will, at its own expense, file all necessary Tax Returns
and other documentation with respect to all such transfer, documentary, sales,
use, stamp, registration and other Taxes and fees, and if required by
applicable law, Buyer will, and will cause its affiliates to, join in the
execution of any such Tax Returns and other documentation.

(f) The provisions of Section 9.5 regarding limits on
indemnification do not apply to claims for indemnification made under this
Section 5.5.

Section 5.6 Fleet Audit. Buyer and its authorized
representatives and agents are hereby granted the right of access to the
facilities owned, leased or operated by the Subsidiary in order to undertake an
audit (the "Fleet Audit") of the Rental Equipment and related documents and
records, including maintenance records and invoices related thereto. Seller
will, and will cause the Subsidiary to, cooperate with Buyer and its authorized
representatives and agents and accede to all of Buyer's good faith reasonable
requests arising in connection with the Fleet Audit. Any site visits in
connection with such audit will be conducted on reasonable prior notice to
Seller and Seller may have a representative present at the time of any such
visit. For purposes of the Fleet Audit, any Rental Equipment rented at the
time of such audit shall be presumed to be in rentable condition. Buyer shall
complete such audit not later than 5 business days prior to Closing and prepare
a schedule reconciling the results of the Fleet Audit with Schedule 3.10 and
listing any Missing Rental Equipment (the "Fleet Audit Schedule") in the form
required by Section 3.10 hereof.

Section 5.7 Xxxxxxx Suit Letter of Credit. On or prior to the
Closing, Seller shall have substituted, without incurring any Indebtedness or
obligation on the part of the Subsidiary, a new letter of credit or other
acceptable bond in connection with the appeal of the Xxxxxxx Suit (the "Xxxxxxx
Suit Letter of Credit"), and shall have obtained the cancellation and release
of the letter of credit currently issued through Natwest or its affiliates
issued in connection with the Xxxxxxx Suit (the "Prior Letter of Credit").

Section 5.8 Termination of Financing Statements and Tax Liens.
On or prior to the Closing, Seller shall cause the Subsidiary to use its
reasonable best efforts to (a) file, or have filed, Form UCC-3 Termination
Statements for such Form UCC-1 Financing Statements listed on Schedule 3.13(b)
that do not relate to Bank Indebtedness, capital leases or Permitted
Encumbrances and (b) obtain the removal of all tax and mechanics liens listed
on Schedule 3.13(b).

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ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1 Conditions to Obligation of Seller. The obligation
of Seller to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment at or prior to the Closing of the following
conditions, any one or more of which may be waived in whole or in part by
Seller:

(a) Accuracy of Representations and Warranties; Performance of
Covenants. The representations and warranties of Buyer contained in this
Agreement or in any certificate, document or schedule required by this
Agreement shall be true and correct (in all material respects for any
representation or warranty not already qualified for materiality) when made and
as of the Closing. Buyer shall have performed or complied in all material
respects with all agreements, terms and covenants required by this Agreement to
be performed or complied with by Buyer prior to or at the Closing.

(b) Opinion of Counsel. Buyer shall have delivered to Seller an
opinion of Xxxxxx, Xxxx & Xxxxxxxx, counsel to Buyer, dated the Closing Date,
substantially in the form attached hereto as Exhibit "F". In rendering such
opinion, said counsel may rely as it deems advisable (A) as to matters not
governed by federal laws or the laws of the State of Texas, upon opinions of
local counsel satisfactory to such counsel, and (B) as to factual matters, upon
certificates and assurances of public officials and officers of Buyer.

(c) Payment of Bank Indebtedness; Extinguishment of Guarantee.
Buyer shall have made the Discharge Payment and Seller's obligations pursuant
to its guarantee of the Bank Indebtedness shall have been extinguished.

(d) Shareholder Approval. Seller shall have obtained the
requisite approval of its shareholders to consummate the transactions
contemplated hereby.

(e) HSR Act. The mandatory waiting periods under the HSR Act and
the period of any voluntary extension thereof requested by the Department of
Justice or the Federal Trade Commission and agreed to by the party hereto to
which such request was made shall have been completed or otherwise terminated.

(f) Escrow Agreements. Buyer and the applicable escrow agents
shall have executed and delivered the Bonus Escrow Agreement and the Indemnity
Escrow Agreement.

(g) Closing Deliveries. Seller shall have received delivery of
the items listed in Section 7.3.

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Section 6.2 Conditions to Obligation of Buyer. The obligation
of Buyer to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment at or prior to the Closing of the following
conditions, any one or more of which may be waived in whole or in part by Buyer
(waiver of a condition to Closing shall not waive any claim Buyer may have
hereunder for indemnification or otherwise in respect of the non-fulfillment of
such condition):

(a) Representations and Warranties; Performance of Covenants. The
representations and warranties of Seller set forth in Sections 3.1, 3.2, 3.3,
3.4, 3.5, 3.6, 3.7, 3.18, 3.20, 3.21, 3.25, 3.26 and 3.27 of this Agreement or
in any certificate, document or schedule required by such sections of this
Agreement shall be true and correct (in all material respects for any
representation and warranty not already qualified for materiality) when made
and as of the Closing. The representations and warranties set forth in
Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.19, 3.22,
3.23 and 3.24 of this Agreement shall be true and correct when made and as of
the Closing, except to the extent that the breach of such representations and
warranties, in the aggregate and considered without any materiality
qualifications applicable thereto, does not have a Material Adverse Effect. In
the event Seller would be in material breach of any of such representations and
warranties at Closing, Buyer (if Buyer has knowledge of such breach) shall give
Seller prompt notice of such breach, and Seller shall have up to 10 business
days (the "Cure Period") to cure such breach. In such event, Buyer agrees to
postpone the Closing Date for such Cure Period. Seller shall have performed or
complied in all material respects with all agreements, terms and covenants
required by this Agreement to be performed or complied with by Seller prior to
or at the Closing.

(b) Opinion of Counsel. Seller shall have delivered to Buyer an
opinion of Xxxxxx & Xxxxxx L.L.P., counsel to Seller, dated the Closing Date,
substantially in the form attached as Exhibit "G". In rendering such opinion,
said counsel may rely as it deems advisable, (A) as to matters not governed by
federal laws or the laws of the State of Texas, upon opinions of local counsel
satisfactory to such counsel, and (B) as to factual matters, upon certificates
and assurances of public officials and officers of Seller or the Subsidiary.

(c) Opinion of Counsel. Seller shall have delivered to Buyer an
opinion of Holland and Knight, counsel to Seller in Florida, dated the Closing
Date, substantially in the form attached as Exhibit "H". In rendering such
opinion, said counsel may rely as it deems advisable, as to factual matters,
upon certificates and assurances of public officials and officers of Seller or
the Subsidiary.

(d) Opinion of Counsel. Seller shall have delivered to Buyer an
opinion of Xxxxxxx Suddards, Solicitors, outside counsel to Seller in the
United Kingdom, dated the Closing Date, substantially in the form attached
hereto as Exhibit "I". In rendering such opinion, said counsel may rely, as to
factual matters, upon certificates and assurances of public officials and
officers of Seller or the Subsidiary.

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47
(e) Resignations. All resignations of directors and officers of
the Subsidiary, which have been previously requested in writing by Buyer, shall
have been delivered to Buyer, effective upon the Closing.

(f) Shareholder Approval. Seller shall have obtained the
requisite approval of its shareholders to consummate the transactions
contemplated hereby.

(g) HSR Act. The mandatory waiting periods under the HSR Act and
the period of any voluntary extension thereof requested by the Department of
Justice or the Federal Trade Commission and agreed to by the party hereto to
which such request was made shall have been completed or otherwise terminated.

(h) Discharge of Bank Indebtedness. Buyer shall have received
release documents in form and substance reasonably satisfactory to Buyer
executed by Natwest or its affiliates, as appropriate, (i) releasing Subsidiary
from any liability or obligation under the Bank Credit Documents or the Bank
Indebtedness, (ii) releasing any Encumbrances or other security interest
NatWest or its affiliates have or may have in any of the assets or properties
of the Subsidiary, and (iii) terminating any Uniform Commercial Code or other
filings made by NatWest or its affiliates in connection with the Bank
Indebtedness (collectively, the "Bank Release Documents").

(i) Seller Release. Buyer shall have received an executed
release, in form and substance reasonably satisfactory to Buyer, releasing any
claims the Seller or its affiliates have against Buyer for the Intercompany
Account or otherwise, and terminating all arrangements or understandings
between the Seller and its affiliates and the Subsidiary (collectively, the
"Seller Release Documents").

(j) Title Reports. Buyer shall have received title commitments
and surveys, confirming that the real property represented to be owned by the
Subsidiary is in fact so owned, subject to no exceptions other than as set
forth in Section 3.13 or otherwise approved by Buyer.

(k) Dividends; Distributions. Since the date hereof, except as
provided in Section 2.7 hereof, the Subsidiary shall not have declared or made,
or agreed to declare or make, any payment of dividends or other distributions
to its stockholders, whether or not in respect of any shares of its capital
stock.

(l) Xxxxxxx Suit Letter of Credit. Buyer shall have received
evidence satisfactory to it of the issuance of the Xxxxxxx Suit Letter of
Credit and the release, cancellation and discharge of the Prior Letter of
Credit.

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(m) Escrow Agreements. Seller and the applicable escrow agreement
shall have executed and delivered the Bonus Escrow Agreement and the Indemnity
Escrow Agreement.

(n) Closing Deliveries. Buyer shall have received delivery of the
items listed in Section 7.2.

(o) Withholding. Seller shall have delivered evidence acceptable
to Buyer of the withholding and payment of all applicable Taxes in respect of
the Dividend (in the event the Subsidiary pays the Dividend), the Management
Fee and all other management fees, distributions, dividends or other payments
to or for the benefit of Seller or any affiliate thereof, and in the event such
withheld tax reflects a reduced rate of withholding pursuant to an income tax
treaty with the United States, Seller shall have delivered to Buyer validly
completed Internal Revenue Service Forms 1001 in respect of any such dividends,
distributions or other payments evidencing its right to such reduced rate.

(p) Xxxxxx Settlement. Satisfactory evidence shall have been
provided to Buyer at or prior to the Closing that (i) the Settlement Agreement
and Release, dated as of December 29, 1995 (the "Settlement Agreement"), among
Xxx X. Xxxxxx, Vibroplant p.l.c., Vibroplant Investments Ltd., and Vibroplant
U.S., Inc. was duly executed and delivered and is in full force and effect,
(ii) the civil action in the 17th Judicial District of Tarrant County, Texas,
entitled Xxx X. Xxxxxx v. Vibroplant Investments, Ltd. a/k/a Vibroplant p.l.c.
and Vibroplant U.S., Inc. (together with any other actions, suits, claims or
litigation arising out of the same transaction, occurrence or subject matter,
the "Xxxxxx Suit") has been finally dismissed with prejudice, and (iii) the
settlement amount due Xxx X. Xxxxxx pursuant to the terms and conditions of the
Settlement Agreement has been paid.

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ARTICLE VII

THE CLOSING

Section 7.1 The Closing. The closing of the transactions
contemplated hereby (the "Closing") shall take place at 10:00 A.M. Central
Standard Time at the offices of Xxxxxx & Xxxxxx L.L.P., 3700 Xxxxxxxx Xxxx
Center, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 on February 12, 1996 or, if
later, within two (2) business days after the fulfillment of the conditions in
Sections 6.1(d) and (e) and Sections 6.2(f) and (g), or at such other time,
date or place as the parties may agree, except that in no event shall the
Closing occur later than March 29, 1996 (the "Final Closing Date"), unless
Closing is delayed pursuant to Section 6.2(a). The date on which the Closing
occurs is called the "Closing Date."

Section 7.2 Obligations of Seller. At the Closing, Seller
shall deliver to Buyer the following, at the expense of Seller:

(a) certificates representing the Shares with duly executed stock
powers attached, in proper form for transfer to Buyer;

(b) opinions of counsel as required by Sections 6.2(b), (c) and
(d) hereof;

(c) a certificate, dated as of the Closing Date, executed by a
Director of Parent pursuant to which such officer shall certify (i) that all
representations and warranties set forth (A) in Sections 3.1, 3.2, 3.3, 3.4,
3.5, 3.6, 3.7, 3.18, 3.20, 3.21, 3.25, 3.26 and 3.27 of this Agreement are true
and correct (in all material respects for any such representation and warranty
not already qualified for materiality) on and as of the date of such
certificate and (B) in Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15,
3.16, 3.17, 3.19, 3.22, 3.23 and 3.24 of this Agreement are true and correct on
and as of the date of such certificate, except to the extent that the breach of
such representations and warranties, in the aggregate and considered without
any materiality qualification applicable thereto, does not have a Material
Adverse Effect, and (ii) that Parent has performed or complied in all material
respects with all agreements, terms and covenants required by this Agreement to
be performed or complied with by Seller prior to or at the Closing;

(d) a certificate, dated as of the Closing Date, executed by a
Director of Company pursuant to which such officer shall certify (i) that all
representations and warranties set forth (A) in Sections 3.1, 3.2, 3.3, 3.4,
3.5, 3.6, 3.7, 3.18, 3.20, 3.21, 3.25, 3.26 and 3.27 of this Agreement are true
and correct (in all material respects for any representation and warranty not
already qualified for materiality) on and as of the date of such certificate
and (B) in Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17,
3.19, 3.22, 3.23 and 3.24 of this Agreement are true and correct on and as of
the date of such certificate, except to the extent that the breach of such
representations and warranties, in the aggregate and considered without any
materiality qualification applicable thereto, does not have a Material Adverse
Effect and (ii) that Company has performed or complied in all material respects
with all

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agreements, terms and covenants required by this Agreement to be performed or
complied with by Company prior to or at the Closing;

(e) a certificate, dated as of the Closing Date, executed by the
Secretary, or an officer with a position similar to that of Secretary, of
Parent pursuant to which such officer shall certify (i) the due adoption by the
Board of Directors of Parent of resolutions attached to such certificate
authorizing, approving and adopting the execution and delivery of this
Agreement and all transactions contemplated hereby; (ii) the due adoption by
the shareholders of Parent of resolutions attached to such certificate
authorizing, approving and adopting the transactions contemplated hereby; and
(iii) the incumbency and true signatures of those officers of Parent duly
authorized to act on its behalf in connection with the execution and delivery
of this Agreement and all transactions contemplated hereby;

(f) a certificate, dated as of the Closing Date, executed by the
Secretary, or an officer with a position similar to that of Secretary, of
Company pursuant to which such officer shall certify (i) the due adoption by
the Board of Directors of Company of resolutions attached to such certificate
authorizing, approving and adopting the execution and delivery of this
Agreement and all transactions contemplated hereby; and (ii) the incumbency and
true signatures of those officers of Company duly authorized to act on its
behalf in connection with the execution and delivery of this Agreement and all
transactions contemplated hereby;

(g) a certificate, dated as of the Closing Date, executed by the
Secretary of the Subsidiary pursuant to which such officer shall certify that
the copy of the Bylaws of the Subsidiary attached to such certificate is true
and correct and such Bylaws have not been amended except as reflected in such
copy;

(h) resignations as contemplated by Section 6.2(e) hereof; and

(i) the Bank Release Documents;

(j) the Seller Release Documents;

(k) a confidentiality agreement in the form attached hereto as
Exhibit "J" executed by the Parent and the Company; and

(l) a certificate, dated as of the Closing Date, executed by the
Chief Financial Officer or Secretary of the Subsidiary, pursuant to which such
Chief Financial Officer or Secretary shall certify as to the amount of any
dividends, distributions, payments on the Intercompany Account or other
payments by or on behalf of Subsidiary to or for the benefit of Seller or its
affiliates made between September 30, 1995 and the Closing Date; and

(m) all other documents, instruments, writings and other items
reasonably required to be delivered by Seller at or before the Closing pursuant
to or in connection with this Agreement.

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Section 7.3 Obligations of Buyer. At the Closing, Buyer shall
deliver to Seller (except in the case of (a) the Discharge Payment, which shall
be delivered to Natwest, (b) the portion of the Divestiture Bonus Amount
payable at Closing, which shall be paid in accordance with Schedule 3.22, and
(c) the Bonus Escrow Amount and the Indemnity Escrow Amount, which shall be
deposited with an escrow agent pursuant to the terms of the Bonus Escrow
Agreement and the Indemnity Escrow Agreement, respectively) the following, at
the expense of Buyer:

(a) the Purchase Price and other payments, in accordance with
Section 2.3, required to be paid at the Closing under this Agreement;

(b) an opinion of counsel as required by Section 6.1(b) hereof;

(c) a certificate, dated as of the Closing Date, executed by the
President or any Vice President of Buyer pursuant to which such officer shall
certify (i) that all representations and warranties made in Article IV of this
Agreement are true and correct in all material respects on and as of the date
of such certificate and (ii) that Buyer has performed or complied in all
material respects with all agreements, terms and covenants required by this
Agreement to be performed or complied with by Buyer prior to or at the Closing;
and

(d) all other documents, instruments, writings and other items
reasonably required to be delivered by Buyer at or before the Closing pursuant
to or in connection with this Agreement.

ARTICLE VIII

TERMINATION

Section 8.1 Termination. This Agreement may be terminated at
any time prior to the Closing Date:

(a) by mutual consent of Seller and Buyer;

(b) by either Seller or Buyer if the condition contained in
Sections 6.1(d) and 6.2(f) is not fulfilled;

(c) by either Seller or Buyer if the condition contained in
Sections 6.1(e) and 6.2(g) has not been fulfilled by the Final Closing Date, or
by such later date as may be agreed to by the parties hereto; or

(d) by either party if the other party has breached this Agreement
in any material respect.

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Section 8.2 Effect of Termination. In the event of termination
of this Agreement by either Seller or Buyer as provided above, there shall be
no liability on the part of either Seller or Buyer or their respective officers
or directors, except for liability arising out of a breach of this Agreement.
Without limiting the generality of the foregoing, the covenant of Buyer in
Section 5.3(b) hereof shall survive termination of this Agreement.

ARTICLE IX

SURVIVAL; INDEMNIFICATION

Section 9.1 Survival of Representations and Warranties. (a)
Except for the representations and warranties in Sections 3.14 and 3.18, all
representations and warranties made by Seller and by Buyer shall survive the
Closing hereunder until May 15, 1997, and any claim based on an alleged
inaccuracy in any such representation and warranty must be asserted within such
period. The representations and warranties made by Seller in Section 3.14
shall survive the Closing until the expiration of the applicable statute of
limitations (or any extensions thereof). The representations and warranties
made by Seller in Section 3.18 shall survive the Closing and expire in
accordance with Section 9.4 hereof. The representations and warranties
contained herein shall not be deemed to be waived or otherwise affected by any
investigation at any time made by or on behalf of any party hereto.

(b) For the purpose of this Article IX, the term "Buyer Group"
shall include Buyer and its affiliates, the Subsidiary, and their respective
directors, officers, employees and agents, and the term "Seller Group" shall
include Seller and its affiliates, and their respective directors, officers,
employees and agents.

Section 9.2 Agreement to Indemnify.

(a) Subject to the limitations hereinafter set forth, from and
after the Closing, Seller agrees to indemnify, defend and hold harmless the
Buyer Group from and against any and all demands, claims, losses, damages,
liabilities, costs and expenses, including without limitation interest, costs,
penalties and reasonable attorneys' fees (each a "Loss" and collectively,
"Losses"), asserted directly against, resulting directly to, imposed directly
upon or incurred or suffered directly by any member of the Buyer Group as a
result of or arising from (i) any inaccuracy in or breach or nonfulfillment of
any representation or warranty, covenant or agreement of Seller contained in
this Agreement, except for inaccuracies or breaches of the representations and
warranties contained in Sections 3.14 and 3.18, which are governed by Sections
5.5 and 9.4, respectively, and Section 3.22, (ii) any inaccuracies or breaches
of the representations and warranties contained in Section 3.22, except to the
extent of any amounts required to be paid by Buyer in accordance with Section
2.11, (iii) the Xxxxxxx Suit, and (iv) any claims by Xxx X. Xxxxxx pursuant to
the Xxxxxx Suit, the Settlement Agreement or the breach or nonperformance of
the Settlement Agreement.

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53
(b) Subject to the limitations hereinafter set forth, Buyer agrees
to indemnify, defend and hold harmless the Seller Group from and against any
and all Losses, asserted directly against, resulting directly to, imposed
directly upon or incurred or suffered directly by any member of the Seller
Group as a result of or arising from any inaccuracy in or breach or
nonfulfillment of any representation or warranty, covenant or agreement of
Buyer contained in this Agreement.

(c) For purposes of this Article IX, all Losses shall be computed
net of (i) any actual income tax benefit resulting therefrom to the indemnified
party, (ii) any insurance coverage with respect thereto, and (iii) any amounts
recovered from any third parties based on claims the indemnified party has
against such third parties which reduce the Losses that would otherwise be
sustained arising out of the event relating to such Losses; provided, however,
that in all cases, the timing of the receipt or realization of insurance
proceeds or income tax benefits or recoveries from third parties shall be taken
into account in determining the amount of reduction of Losses. In the event
the indemnified party has any potential claims or rights against any third
party which would materially reduce the amount of Losses otherwise incurred by
such indemnified party, the indemnified party shall have no obligation to
pursue such claims or rights; provided, however, that at the indemnifying
party's request the indemnified party shall assign such claims or rights to the
indemnifying party and shall cooperate with the indemnifying party (at the
indemnifying party's expense) in pursuing such claims or rights.

Section 9.3 Procedure for Indemnification. (a) Except for the
Xxxxxxx Suit to which Section 9.3(b), and not this Section 9.3(a), applies, and
the Xxxxxx Suit and the Settlement Agreement to which Section 9.3(c), and not
this Section 9.3(a), applies, in the event that any indemnified party receives
written notice of the commencement of any action or proceeding, the assertion
of any claim by a third party or the imposition of any penalty or assessment
for which indemnity may be sought pursuant to this Article IX (a "Third Party
Claim"), and such indemnified party intends to seek indemnity pursuant to this
Article IX, such indemnified party shall promptly provide the indemnifying
party with written notice of such action, proceeding, claim, penalty or
assessment, and such indemnifying party shall, upon receipt of such notice, be
entitled to participate in or, at the indemnifying party's option, assume the
defense, appeal or settlement of such action, proceeding, claim, penalty or
assessment with respect to which such indemnity has been invoked with counsel
of its choosing, and such indemnified party will fully cooperate with the
indemnifying party in connection therewith; provided that such indemnified
party shall be entitled to employ one counsel to represent such indemnified
party if, in such indemnified party's reasonable judgment, a conflict of
interest between the indemnifying party and the indemnified party exists in
respect to such claim and in that event the reasonable fees and expenses of
such separate counsel shall be paid by the indemnifying party. In the event
that in the indemnified party's reasonable judgment no such conflict exists,
the indemnified party may participate in (but not control) such defense, appeal
or settlement at its own expense. The indemnifying party shall not compromise
or settle any Third Party Claim unless such compromise or settlement includes a
waiver and release of all claims against the indemnified party in form and
substance reasonably acceptable to the indemnified party. In the event that
the

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54
indemnifying party fails to assume the defense, appeal or settlement of such
action, proceeding, claim, penalty, or assessment within 30 days after receipt
of notice thereof from such indemnified party, such indemnified party shall
have the right to undertake the defense or appeal of or settle or compromise
such action, proceeding, claim, penalty or assessment on behalf of and for the
account and risk of the indemnifying party.

(b) Seller shall assume the appeal or settlement of the Xxxxxxx
Suit with counsel of its choosing, and Buyer shall cause the Buyer Group to
cooperate fully with Seller in connection therewith, at Seller's expense. The
Buyer Group shall not be entitled to employ counsel at Seller's expense in
connection with the Xxxxxxx Suit. The Buyer Group may, at its option,
participate in (but not control) such appeal or settlement with counsel hired
at Buyer's expense.

(c) Seller shall assume the defense or settlement of any claims by
Xxx X. Xxxxxx pursuant to the Xxxxxx Suit, the Settlement Agreement or the
breach or nonperformance of the Settlement Agreement with counsel of its
choosing, and Buyer shall cause the Buyer Group to cooperate fully with Seller
in connection therewith, at Seller's expense. The Buyer Group shall not be
entitled to employ counsel at Seller's expense in connection therewith. The
Buyer Group may, at its option, participate in (but not control) such defense
or settlement with counsel hired at Buyer's expense.

(d) Any indemnifiable claim that is not a Third Party Claim shall
be asserted by written notice to the indemnifying party. The indemnifying
party shall respond to such notice within 30 days, either by paying such claim
or by notifying the party requesting indemnification of its intent to contest
all or a part of such claim. If the indemnifying party contests only a part of
such claim, it shall promptly pay to the party requesting indemnification the
portion of such claim that is not contested. If the indemnifying party does
not respond to such notice within 30 days, such claim shall be deemed admitted,
and the indemnifying party shall have no further right to contest the validity
of such claim.

Section 9.4 Environmental Indemnification.

(a) Seller hereby agrees to indemnify, defend and hold harmless
Buyer Group from and against any Losses resulting from, arising out of, or in
connection with (i) any alleged or actual violation of any Environmental Law by
the Subsidiary or its former subsidiaries prior to the Closing Date, (ii) any
Environmental Condition affecting any of the Properties on or prior to the
Closing Date or affecting any Former Facility on or prior to the date the
Subsidiary or one of its former subsidiaries sold, discontinued use of or
otherwise disposed of such Former Facility, (iii) any breach or inaccuracy by
Seller of any representation or warranty contained in Section 3.18, (iv) any
Cleanup Costs, including reasonable fees and expenses of attorneys and other
professional advisors and consultants, and (v) any Loss in connection with any
investigation, removal or remedial activity or corrective action ("Response
Action") initiated or ordered by, or resulting from a negotiated settlement
with, any governmental agency or private third party relating to the presence,
disposal, release or discharge of any Hazardous Materials for which the
Subsidiary or any of its former

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55
subsidiaries is responsible; provided, however, that with respect to claims
under subsections (ii), (iv) and (v) of this Section 9.4(a), any remedial
activities or corrective actions conducted in connection with such
Environmental Condition, Cleanup Costs or Response Action (A) are taken under
applicable Environmental Laws in effect at the time such remedial activities or
corrective actions are conducted and relate to any condition that existed as of
or prior to the Closing Date and (B) if conducted by or at the direction of
Buyer or the Subsidiary, are carried out in a manner consistent with applicable
Environmental Laws and applicable governmental authorities (any such Losses or
Costs referred to in clauses (i), (ii), (iii), (iv) and (v) being an
"Environmental Loss").

(b) (i) any notice of claims for indemnification with respect to
any Environmental Losses pursuant to this Section 9.4 will be given prior to
(A) the fourth anniversary of the Closing Date with respect to Environmental
Losses relating to the Former Facilities and (B) the second anniversary of the
Closing Date with respect to all other Environmental Losses (the "Other
Environmental Losses"), and (ii) any claim with respect to any Environmental
Losses pursuant to this Section 9.4 as to which timely notice complying with
the foregoing clause (i) has not been given may not be pursued and is hereby
irrevocably waived.

(c) Seller shall have no obligation to indemnify Buyer Group for
any Environmental Losses relating to the Former Facilities unless and until the
aggregate amount of claims for Environmental Losses relating to the Former
Facilities exceeds $500,000 (the "Former Facilities Environmental Threshold")
and then only to the following extent: 90% of any Environmental Losses relating
to the Former Facilities in excess of the Former Facilities Environmental
Threshold.

(d) Seller shall have no obligation to indemnify Buyer Group for
any Other Environmental Losses unless and until the aggregate amount of claims
for Other Environmental Losses exceeds $1,500,000 (the "Other Environmental
Threshold") and then only to the following extent: 90% of any Other
Environmental Losses in excess of the Other Environmental Threshold.

(e) This Article IX represents the exclusive remedy of Buyer Group
relating to Environmental Losses and precludes any assertion by such persons
against Seller of any claim regarding environmental liabilities or matters in
contract, law (including, without limitation, any Environmental Law) or equity
for injunctive or declarative relief, damages or contribution.

(f) After obtaining knowledge of any matter which could form the
basis for a claim for an Environmental Loss under this Section 9.4, Buyer or
the Subsidiary shall promptly give notice to Seller of all material information
and shall provide copies of any and all material notices, correspondence,
orders, work plans or other documents received from or sent to any governmental
agency or third party that relate to environmental matters that could form the
basis for such claim; and Buyer or the Subsidiary shall otherwise keep Seller
fully informed, and permit Seller an opportunity to review and comment upon
such matters,

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56
including an opportunity to be heard prior to any material submissions to any
governmental agency or third party in response to any demand by such
governmental agency or third party. Failure to comply with the provisions of
this Section 9.4(f) shall not relieve any obligation Seller otherwise has under
this Section 9.4 to indemnify, defend and hold harmless Buyer Group from and
against any Environmental Losses except and only to the extent of any damages
to Seller caused by such failure.

(g) Any dispute relating to the indemnification obligations of
Seller under this Section 9.4 or the performance by each of the parties of the
respective obligations under this Section 9.4, which is not resolved after the
parties' attempt at amicable negotiations, will be finally settled by
arbitration pursuant to Section 10.8 hereof.

(h) Except for the last sentence of Section 9.5, the provisions of
Section 9.5 regarding limits on indemnification do not apply to claims for
indemnification made under this Section 9.4.

Section 9.5 Limitations on Indemnification. Seller shall not
be liable for Losses under Section 9.2(a) of this Article IX, and Buyer shall
not be liable for Losses under Section 9.2(b) of this Article IX, unless the
aggregate amount of Losses for which the Seller or Buyer, as the case may be,
would, but for the provisions of this Section 9.5, be liable exceeds, on an
aggregate basis, $500,000 and then only to the extent of any such excess;
provided that (a) Losses relating to or in connection with the Xxxxxxx Suit,
(b) Losses relating to or in connection with the Xxxxxx Suit or the Settlement
Agreement, (c) any Divestiture Bonus Payments not listed on Schedule 3.22 or
included in the Bonus Escrow Amount ("Late Divestiture Bonus Payments"), (d)
recoveries from Seller pursuant to Section 2.11, and (e) individual claims for
indemnification resulting from Losses not exceeding $5,000 ("Ineligible
Claims") shall not be included in the aggregate amount of Losses for purposes
of computing the $500,000 threshold for Seller's liability for Losses under
Section 9.2(a) hereof. Notwithstanding the limitation in the immediately
preceding sentence, Seller shall be liable for (i) all Losses resulting to,
imposed upon or incurred or suffered by the Buyer Group in connection with the
Xxxxxxx Suit, the Xxxxxx Suit and the Settlement Agreement, (ii) the payment
obligations, if any, of Seller pursuant to Section 2.11 and (iii) payments of
Late Divestiture Bonus Payments. Except for Losses in connection with the
Xxxxxxx Suit, the Xxxxxx Suit and the Settlement Agreement, the payment
obligations, if any, of Seller pursuant to Section 2.11, payments of Late
Divestiture Bonus Payments, Losses under Section 5.5, and Environmental Losses
pursuant to Section 9.4, the Seller shall not be liable for Losses resulting
from an Ineligible Claim. The aggregate liability of each of Seller, on the
one hand, and Buyer, on the other hand, under this Article IX shall in no event
exceed $67,500,000 (the "Maximum Indemnification Amount"); provided, however,
that the aggregate liability of Seller under Section 5.5 shall have no limit.

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Section 9.6 Remedies Exclusive. The remedies provided in this
Article IX shall be exclusive and shall preclude assertion by an indemnified
party of any other rights or the seeking of any and all monetary damages
against an indemnifying party for claims based on this Agreement.
Notwithstanding the foregoing, equitable remedies, including requests for
injunctions and specific performance, will remain available to an indemnified
party for claims based on this Agreement.

Section 9.7 Subsidiary as Third Party Beneficiary. The parties
hereto acknowledge and agree that the Subsidiary is an intended third party
beneficiary of the rights of Buyer Group to indemnification under this
Agreement, and may enforce such rights on its own behalf and on behalf of Buyer
Group.

SECTION 9.8 NEGLIGENCE OF INDEMNIFIED PARTY. THE
INDEMNIFICATION PROVIDED IN SECTION 5.5 AND THIS ARTICLE IX SHALL BE APPLICABLE
WHETHER OR NOT NEGLIGENCE OF THE INDEMNIFIED PARTY IS ALLEGED OR PROVEN.

ARTICLE X

MISCELLANEOUS

Section 10.1 Waivers. Waiver by any party of any breach of or
failure to comply with any provision of this Agreement by the other party shall
not be construed as, or constitute, a continuing waiver of such provision, or a
waiver of any other breach of, or failure to comply with, any other provision
of this Agreement.

Section 10.2 Expenses. The parties hereto shall each pay their
own expenses incurred in connection with this Agreement, except as otherwise
provided herein. No expenses incurred in connection with this Agreement shall
be paid by the Subsidiary.

Section 10.3 Amendment. This Agreement may not be modified,
amended, altered or supplemented except by a written agreement executed by
Buyer and Seller.

Section 10.4 Assignment. No party to this Agreement may assign
any of its rights or obligations under this Agreement without the prior written
consent of the other party hereto, except that the rights and obligations of
Buyer hereunder may be assigned by Buyer to any of its corporate affiliates,
but no such transfer shall relieve Buyer of its obligations hereunder.

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Section 10.5 Notices. All notices and other communications
hereunder shall be, in writing and shall be given and shall be deemed to have
been duly given if delivered in person or sent by registered or certified mail
or facsimile transmission to the parties as follows:

If to Seller:

Vibroplant plc
Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxx
Xxxxx Xxxxxxxxx XX0 0XX
Xxxxxxx
Facsimile: 011 44 1423885921
Attention: Xxxx X. Xxxxxxx

with a copy to:

Xxxxxx & Xxxxxx L.L.P.
0000 Xxxxxxxx Xxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. XxXxxxx

If to Buyer:

Primeco Inc.
00000 Xxxx Xxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx

with a copy to:

Xxxxxx, Xxxx & Xxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: J. Xxxxx Xxxxxx

or to such other address as either party may have furnished to the other in
writing in accordance herewith.

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Section 10.6 Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original, but
each of which together shall constitute one and the same document.

SECTION 10.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF
LAWS THEREOF.

Section 10.8 Arbitration. Any dispute, controversy, or claim,
arising out of or relating to this contract, or the breach, termination, or
invalidity thereof shall be finally resolved by arbitration. The arbitration
shall be in accordance with the rules of the American Arbitration Association
(the "Rules"), which shall administer the arbitration and act as appointing
authority. In the event of any conflict between the Rules and this Section
10.8, the provisions of this Section 10.8 shall govern. Each party shall
select an arbitrator from a panel furnished by the appointing authority within
30 days of receiving such panel. The two, in turn, shall within 45 days of
being appointed choose a third, presiding arbitrator, who need not be from the
panel. If the parties are unable to agree on any of the names proposed or if
the party-appointed arbitrators are unable to agree upon the presiding
arbitrator, the appointing authority shall have the power to make the
appointment from other members of the panel. The arbitration, including the
rendering of the award, shall take place in Dallas, Texas. The arbitrators
shall interpret the contract in accordance with the substantive laws of the
State of Texas. Judgment upon the award of the arbitrators may be entered in
any court having jurisdiction thereof.

Section 10.9 Binding Effect. This Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the parties hereto and
their respective successors and permitted assigns. Except for the Buyer Group
and the Seller Group as set forth in Article IX, nothing expressed or referred
to in this Agreement is intended or shall be construed to give any person other
than the parties to this Agreement, or their respective successors or permitted
assigns, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.

Section 10.10 Entire Agreement. Except for the confidentiality
agreement referred to in Section 5.3(b) hereof, which shall terminate at
Closing, this Agreement and the documents and instruments delivered at the
execution hereof and at Closing constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and supersede all
prior agreements, covenants, arrangements, communications, representations or
warranties, whether oral or written, to any officer, employee or representative
of either party.

Section 10.11 Severability. Any provision of this agreement
which is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction and any such provision, to the extent

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invalid or unenforceable, shall be replaced by a valid and enforceable
provision, which comes closest to the intention of the parties underlying such
invalid or unenforceable provision.

Section 10.12 Headings. The headings contained in this Agreement
(including the schedules hereto) are for reference purposes only and shall not
affect in any way the interpretation of this Agreement.

Section 10.13 Legal Fees and Expenses. If any legal action or
any arbitration or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the prevailing party or parties shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it or they may be entitled. "Prevailing
party" within the meaning of this Section 10.13 includes, without limitation,
the party who agrees to dismiss an action upon the other party's payment of all
or a portion of the sums allegedly due or performance of the covenants
allegedly breached, the party who obtains substantially the relief sought by it
or the party seeking to enforce a judgment awarded such party in arbitration
pursuant to Section 10.8. Any obligation of a party hereto arising under this
Section 10.13 to pay reasonable attorneys' fees and other costs shall not be
subject to or limited by any indemnity obligation or other indemnity provision
hereof, and shall constitute a separate obligation of such party without
restriction as to amount.

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IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be
duly executed as of the day and year first above written.

VIBROPLANT Plc

By: /s/ Xxxx Xxxxxxx
------------------------------

Name: Xxxx Xxxxxxx
------------------------------

Title: Director and Secretary
------------------------------

VIBROPLANT INVESTMENTS, LTD.

By: /s/ Xxxx Xxxxxxx
------------------------------

Name: Xxxx Xxxxxxx
------------------------------

Title: Director and Secretary
------------------------------

PRIMECO INC.

By: /s/ Xxxxxx X. Xxxxxxx
------------------------------

Name: Xxxxxx X. Xxxxxxx
------------------------------

Title: President and CEO
------------------------------

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1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT

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