AGREEMENT OF PURCHASE AND SALE OF ASSETS

BY AND AMONG

HORIZON MARINE, LC

GENMAR MANUFACTURING OF KANSAS, L.L.C.

AND

THE SOLE MEMBER OF HORIZON MARINE, LC

DECEMBER 3, 1998

TABLE OF CONTENTS

Page

ARTICLE I PURCHASE AND SALE . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1 Purchase of Assets and Assumption of Liabilities . . . . . . . . . . . .1
1.2 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.3 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.4 Other Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

ARTICLE II PURCHASE PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.1 Cash Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.2 Earn-Out Consideration . . . . . . . . . . . . . . . . . . . . . . . . .3
2.3 Allocation of Purchase Price.. . . . . . . . . . . . . . . . . . . . . 11

ARTICLE III CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV PARTIES' CLOSING OBLIGATIONS. . . . . . . . . . . . . . . . . . . 12
4.1 Seller's Obligations at Closing; Further Assurances. . . . . . . . . . 12
4.2 Purchaser's Obligations at Closing . . . . . . . . . . . . . . . . . . 14

ARTICLE V SELLER REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . 15
5.1 Organization, Standing and Qualification . . . . . . . . . . . . . . . 16
5.2 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.3 Transactions with Certain Persons. . . . . . . . . . . . . . . . . . . 16
5.4 Execution, Delivery and Performance of Agreement; Authority. . . . . . 16
5.5 Prior Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.6 Ownership of Membership Interests. . . . . . . . . . . . . . . . . . . 17
5.7 Financial Statements.. . . . . . . . . . . . . . . . . . . . . . . . . 17
5.8 Absence of Undisclosed Liabilities.. . . . . . . . . . . . . . . . . . 17
5.9 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.10 Absence of Changes or Events.. . . . . . . . . . . . . . . . . . . . . 18
5.11 Litigation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.12 Compliance with Laws and Other Instruments.. . . . . . . . . . . . . . 20
5.13 Title to Properties. . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.14 Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.15 Patents and Other Intellectual Property. . . . . . . . . . . . . . . . 23
5.16 No Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.17 Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.18 Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.19 Business Description.. . . . . . . . . . . . . . . . . . . . . . . . . 25
5.20 Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.21 Real Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.22 Absence of Certain Business Practices. . . . . . . . . . . . . . . . . 28
5.23 Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.24 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . 30
5.25 Debt Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

5.26 Relationship with Related Persons. . . . . . . . . . . . . . . . . . . 32
5.27 Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.28 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.29 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VI PURCHASER'S REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . 34
6.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.2 Authorization and Approval of Agreement. . . . . . . . . . . . . . . . 34
6.3 Execution Delivery and Performance of Agreement. . . . . . . . . . . . 34
6.4 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VII PRECLOSING COVENANTS. . . . . . . . . . . . . . . . . . . . . . . 34
7.1 Conduct of Business Prior to Closing . . . . . . . . . . . . . . . . . 34
7.2 Access to Information and Documents. . . . . . . . . . . . . . . . . . 36
7.3 Employment Agreements. . . . . . . . . . . . . . . . . . . . . . . . . 36
7.4 Directors and Member Authorization; Change of Seller Name. . . . . . . 36
7.5 Non-Competition Agreement. . . . . . . . . . . . . . . . . . . . . . . 36
7.6 Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.7 Pay Increases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.8 Restrictions on New Contracts. . . . . . . . . . . . . . . . . . . . . 37
7.9 Preservation of Business . . . . . . . . . . . . . . . . . . . . . . . 37
7.10 Payment and Performance of Obligations . . . . . . . . . . . . . . . . 37
7.11 Restrictions on Sale of Assets . . . . . . . . . . . . . . . . . . . . 37
7.12 Prompt Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.13 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.14 Copies of Documents. . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.15 No Solicitation of Other Offers. . . . . . . . . . . . . . . . . . . . 37
7.16 Accounts Receivable and Payable. . . . . . . . . . . . . . . . . . . . 38
7.17 Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.18 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.19 Filing Reports and Making Payments . . . . . . . . . . . . . . . . . . 38
7.20 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.21 Monthly Financial Statements . . . . . . . . . . . . . . . . . . . . . 38
7.22 Title Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.23 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.24 Discontinued Operations and Environmental Conditions
Insurance Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.25 Physical Inventory as of October 31, 1998. . . . . . . . . . . . . . . 39
7.26 Notification of Misrepresentation. . . . . . . . . . . . . . . . . . . 40

ARTICLE VIII CONDITIONS TO PURCHASER'S OBLIGATIONS . . . . . . . . . . . . . . 40
8.1 Accuracy of Representations and Warranties . . . . . . . . . . . . . . 40
8.2 Compliance with Covenants and Agreements . . . . . . . . . . . . . . . 40
8.3 No Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . 40
8.4 Approval by Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.5 Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.6 Company Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

8.7 Environmental Audit. . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.8 Title Matters; Surveys . . . . . . . . . . . . . . . . . . . . . . . . 41
8.9 Due Diligence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.10 Purchaser Financing. . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.11 Deliveries at Closing. . . . . . . . . . . . . . . . . . . . . . . . . 42
8.12 Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.13 Consents and Removal of Liens. . . . . . . . . . . . . . . . . . . . . 42
8.14 Governmental Assistance. . . . . . . . . . . . . . . . . . . . . . . . 42
8.15 Perimeter Real Estate Option and Other Rights with Respect to
Real Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.16 Physical Inventory and Seller Financial Condition. . . . . . . . . . . 43
8.17 Member Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.18 Employee Confidentiality and Non-disclosure Agreement. . . . . . . . . 43
8.19 Asset Acquisition Statement. . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE IX CONDITIONS TO SELLER'S OBLIGATIONS. . . . . . . . . . . . . . . . 43
9.1 Accuracy of Representations and Warranties . . . . . . . . . . . . . . 43
9.2 Compliance with Covenants and Agreements . . . . . . . . . . . . . . . 43
9.3 Approval by Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.4 Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.5 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE X INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.1 Indemnification by Seller. . . . . . . . . . . . . . . . . . . . . . . 44
10.2 Indemnification by Purchaser . . . . . . . . . . . . . . . . . . . . . 46
10.3 Nature and Survival of Representations, Warranties and Covenants . . . 46
10.4 Procedure for Indemnification. . . . . . . . . . . . . . . . . . . . . 47
10.5 Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE XI TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.2 Return of Documents and Nondisclosure. . . . . . . . . . . . . . . . . 50

ARTICLE XII POST-CLOSING COVENANTS. . . . . . . . . . . . . . . . . . . . . . 51
12.1 Further Acts and Assurances. . . . . . . . . . . . . . . . . . . . . . 51
12.2 Non-Competition Agreement. . . . . . . . . . . . . . . . . . . . . . . 51
12.3 Non-Solicitation Agreement . . . . . . . . . . . . . . . . . . . . . . 51
12.4 Confidential Information . . . . . . . . . . . . . . . . . . . . . . . 51
12.5 Reasonableness of Covenants. . . . . . . . . . . . . . . . . . . . . . 52
12.6 Injunctive Relief. . . . . . . . . . . . . . . . . . . . . . . . . . . 52
12.7 Blue Pencil Doctrine . . . . . . . . . . . . . . . . . . . . . . . . . 52
12.8 Maintenance and Payment of Insurance . . . . . . . . . . . . . . . . . 52
12.9 Performance of Seller's Warranty Work. . . . . . . . . . . . . . . . . 52
12.10 Performance of Seller's Contracts. . . . . . . . . . . . . . . . . . . 52
12.11 Member and Kansas Department of Commerce & Housing Debt. . . . . . . . 52
12.12 Agreed Upon Financial Procedures for Final Balance Sheet . . . . . . . 53

iii

ARTICLE XIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . 53
13.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
13.2 Legal and Other Costs. . . . . . . . . . . . . . . . . . . . . . . . . 54
13.3 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
13.4 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13.6 Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13.8 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13.9 Preservation of and Access to Records. . . . . . . . . . . . . . . . . 55
13.10 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . 55
13.11 Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13.12 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.13 Scope of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.14 Number and Gender. . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.15 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.16 Parties in Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.17 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.18 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE XIV DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

EXHIBIT A XXXX OF SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1
EXHIBIT B LIABILITIES UNDERTAKING. . . . . . . . . . . . . . . . . . . . . . . .B-1
EXHIBIT C EXECUTIVE EMPLOYMENT AGREEMENT . . . . . . . . . . . . . . . . . . . .C-1
EXHIBIT D NON-COMPETITION AND CONTINUITYOF BUSINESS DEALINGS UNDERTAKING . . . .D-1

AGREEMENT OF PURCHASE AND SALE OF ASSETS

This Agreement of Purchase and Sale of Assets ("Agreement") is dated
December 3, 1998, by and among HORIZON MARINE, LC, a Kansas limited liability
company ("Seller") and GENMAR MANUFACTURING OF KANSAS, L.L.C., a Delaware
limited liability company ("Purchaser"), and XXXXXXXX X. XXXXXX, an individual
and resident of the State of Kansas who, as of the Closing Date, will be the
sole Member of Seller (hereinafter collectively called the "Member").

RECITALS

A. Seller is engaged in the design, manufacture, distribution and sale
of marine industry products, including aluminum xxx, marine fish and cruise
pontoon and bass boats, trailers, pre-rigging and parts and accessories (the
"Business").

B. Purchaser is a wholly-owned subsidiary of Genmar Industries, Inc.,
a Delaware corporation ("Genmar Industries"), which is a wholly-owned subsidiary
of Genmar Holdings, Inc., a Delaware corporation ("Genmar Holdings"), both of
which design, manufacture and distribute various marine industry boating
products worldwide.

C. Purchaser desires to purchase the Business, and all associated
operating assets of Seller, and assume certain liabilities and obligations of
Seller as set forth hereinbelow.

D. Seller desires to sell its Business, and all its associated
operating assets and to be relieved of certain of its liabilities and
obligations as set forth hereinbelow.

In consideration of the foregoing Recitals, the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by the parties, the
parties hereby agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES. Subject to the
exceptions and upon the terms and conditions set forth in this Agreement, (a)
Seller will sell, transfer, convey, assign and deliver to Purchaser, and
Purchaser will purchase, at the Closing (as defined below), substantially all
of the Business, Assets (as defined below), properties, goodwill and rights
of Seller as a going concern, of every nature, kind and description, tangible
and intangible, wheresoever located and whether or not carried on or
reflected in the books and records of Seller, and (b) Purchaser shall assume
certain and only those liabilities of Seller that are specifically set forth
herein.

1.2 ASSETS.

(a) ASSETS. Purchaser will purchase (i) the assets set forth
on SCHEDULE 1.2(a) hereto which include without limitation, cash,
accounts receivable, inventory (raw materials,

work in process and finished goods), furniture, fixtures, equipment,
real estate (excluding the approximately eighty (80) acres outside of
the fenced area of Seller's operating facility set forth and more
particularly and legally described in an exhibit to SCHEDULE 1.2(b)
hereof (the "Excluded Real Estate")), all Patents and other Intellectual
Property and applications, all rights in and to all insurance policies,
Seller's documents and records, prepaid expenses, goodwill and other
rights or interests that may accrue to or constitute the Business (or
are used in the Business) of Seller, and (ii) and assume Seller's
contractual rights, licenses, sales, brokerage and marketing supply,
freight and floor plan contracts and arrangements, Intellectual Property
rights, permits and approvals, and any and all intangible rights and
interests set forth on SCHEDULE 1.2(b)(1) hereto, all of which shall be
assigned to Purchaser at the Closing, if such rights and interests are
by their terms assignable (the "Assets"). The Assets shall be sold to
Purchaser free and clear of all liens, Encumbrances and other interests,
excepting permitted liens and security interests which secure and
collateralize the lender debt to be assumed or extinguished at Closing
by Purchaser.

(b) EXCLUDED ASSETS. Purchaser shall not purchase or assume:
(i) the Excluded Real Estate, (ii) any breaches or defaults of Seller
under any contract, (iii) any infringement associated with Intellectual
Property, (iv) any Benefit Plan or other benefit arrangement or
agreement, and (v) the contracts and agreements of Seller set forth on
SCHEDULE 1.2(b)(2) HERETO.

1.3 LIABILITIES.

(a) ASSUMED LIABILITIES. With the exception of all Excluded
Liabilities, as additional consideration for the transfer and delivery
of the Assets to Purchaser, it is the understanding of the parties that
Purchaser shall assume and agree to perform and pay when due (i) the
Liabilities set forth on the Final Balance Sheet, which includes all
trade payables, accrued expenses and other Liabilities incurred by
Seller in the Ordinary Course of Business and Debt Instruments,
including prepayment penalties (which may be incurred by Seller in the
event Purchaser determines to extinguish Seller's Debt Instruments),
(ii) all of Seller's contractual obligations, commitments and similar
arrangements (except for breaches or defaults of, or violations of
Applicable Law with respect to, such obligations or arrangements) which
are set forth on Schedule 1.3(a) and are assigned to Purchaser pursuant
to its purchase and sale of the Assets, (iii) the pending claim of
Xxxxxx & Xxxxxx, Inc. which claim is presently estimated at $68,000,
(iv) Seller's liability, if any, under the pending worker's compensation
claim disclosed on Schedule 5.11, if such schedule disclosure is
materially complete and accurate, and (v) Seller's obligations under
warranty for products sold by Seller (which Purchaser has agreed to
assume and perform pursuant to Section 12.9) (the "Assumed Liabilities").

(b) EXCLUDED LIABILITIES. Purchaser shall not assume any (i)
Debt Instruments (including accrued interest thereon), debts, trade
payables, accrued expenses, contractual obligations, commitments or
similar arrangements or other Liabilities to (x) any of Seller's past or
present member ownership group or professional advisors, or (y) the
$75,000 loan and any interest accruing thereon to the Kansas Department
of Commerce & Housing, which loan and interest shall be paid in full or
otherwise satisfied by Seller to the extent the same

becomes due and owing, (ii) pending claims, contingent liabilities
(whether known or unknown), income or franchise Tax or similarly based
Tax liabilities (except properly accrued but unpaid payroll, sales and
property taxes or payments in lieu thereof), (iii) obligations under any
employee Benefit Plan or arrangement, unless accrued as a payable on the
face of the Final Balance Sheet, (iv) obligations that arise from any
Environmental Conditions of any Real Estate not purchased by and
transferred to Purchaser hereunder, (v) any pending or Threatened claims
arising from any claim, Proceeding or Order, except that Purchaser will
assume the pending claim of Xxxxxx & Xxxxxx, Inc. and the workers
compensation claim described in Section 1.3(a) above, (vi) any
contractual obligations, commitments and similar arrangements not
specifically set forth on Schedule 1.3(a), (vii) breaches and/or
defaults and violations of Applicable Laws under or pursuant to any
contractual obligation, commitment or similar arrangement of Seller (the
"Excluded Liabilities"). Purchaser and Seller agree that Purchaser shall
either assume or satisfy and extinguish Seller's non-member Debt
Instruments (including interest thereon) at the Closing. Seller shall
extinguish its Debt Instruments and all other Liabilities to its member
ownership group at or prior to the Closing, except for obligations
Seller has to Member.

1.4 OTHER CHARGES. Seller shall pay any charges imposed for the
purchase, assumption, assignment, transfer or other transactions arising from or
in connection with the purchase or assumption of the Assets or of any lease or
other contract, including any additional rent, transfer Tax or sales and use
Tax. The foregoing shall not include any prepayment charges, assumption fees or
other similar charges imposed by Seller's lender(s) on any non-member Debt
Instruments assumed or extinguished by Purchaser.

ARTICLE II

PURCHASE PRICE

2.1 CASH CONSIDERATION. In consideration of the sale, transfer,
conveyance, assignment and delivery of the Seller's Assets by Seller to
Purchaser, and in reliance upon the representations and warranties, covenants
and other agreements made herein by Seller, Purchaser will, in full payment
thereof, remit to Seller at the Closing $2,300,000, (the "Cash Consideration").
The Cash Consideration shall be payable by cashier's or certified check or by
wire transfer of immediately available funds to a bank account to be designated
by Seller in writing at least three (3) business days prior to the Closing Date.
The Cash Consideration and the Earn-Out Consideration described in Section 2.2
below are referred to in this Agreement in the aggregate as the "Purchase
Price."

2.2 EARN-OUT CONSIDERATION.

(a) EARN-OUT CONSIDERATION. For a period of five (5) years
from and after the Closing, Purchaser agrees to remit to Seller as
additional consideration and part of the aggregate Purchase Price
hereunder an amount equal to a percentage of all annual gross revenues
("Annual Gross Revenues"), subject to achieving certain gross profit
percentages set forth in this Agreement below, from the sale of (i)
Seller's Horizon (or any direct successor) brand boats, trailers,
pre-rigging, parts and accessories (collectively the "Seller Products")
and (ii) the manufacture of Purchaser's boats (Genmar Holdings' brands)
in Seller's

Junction City, Kansas plant facility after the Closing Date, in each
case of (i) and (ii) above based upon the annual published dealer list
price to a maximum of $5,200,000 (the "Earn-Out Consideration"), as
follows:

The Tables below determine the percentage of Gross Revenues to
be earned by Seller in the Earn-Out Consideration period. The following
computation rules and Tables shall apply with respect to the specific
years during Earn-Out Consideration period:

(x) In Year 1, follow the higher Earn-Out
Consideration percentage set forth in Table 1 or Table 2;
PROVIDED, HOWEVER, that the Gross Profit percentage must
equal or exceed 13% in Year 1 in order to earn Earn-Out
Consideration;

(y) In Year 2, follow the higher Earn-Out
Consideration percentage set forth in Table 1 or Table 3;
PROVIDED, HOWEVER, that the Gross Profit percentage must
equal or exceed 14% in Year 2 in order to earn Earn-Out
Consideration;

(z) In Years 3, 4 and 5 follow the Earn-Out
Consideration percentage set forth in Table 1; PROVIDED,
HOWEVER, that the Gross Profit percentage must equal or
exceed 14% in Years 3, 4 and 5, respectively, in order to
earn Earn-Out Consideration for that year (each year to be
considered separately).

"Gross Profit" as used herein shall mean Gross Revenues meaning
the annual published dealer list price of each boat, trailer and
accessory (excluding pre-rigging) less Cost of Goods Sold. "Cost of
Goods Sold" as used herein shall be determined in accordance with
Generally Accepted Accounting Principles as consistently applied by
Purchaser (Genmar Holdings) and shall mean (i) cost at standard for
materials, labor and overhead, and (ii) standard cost variances for
labor-rate, labor-efficiency, overhead, purchase price and material
usage, and (iii) an accrual for warranty, and (iv) engineering costs,
new model tooling costs, transportation costs (freight-in and
freight-out if not specifically charged on the invoice to the customer)
and other similar manufacturing cost items.

Overhead, as used above, shall include such costs as indirect
labor, indirect supervisory labor, direct labor benefits, manufacturing
supplies, machinery and building repairs, utilities, allocable portions
of real estate taxes, insurance and depreciation (the parties agree that
depreciation or cost recovery computations shall be made on a straight
line basis for periods not less than (i) with respect to real property,
30 years, (ii) with respect to manufacturing equipment, 7 years, and
(iii) with respect to tooling and jigs, not less than 3 years).
Overhead, as used above, shall exclude interest expense, amortization of
goodwill or other intangible assets, all salaries or commissions of
sales or marketing personnel and all other expenses of selling and
marketing product, all salaries and other compensation of management
personnel which are allocable to sales and marketing efforts by such
management personnel and any overhead expenses incurred by or accruing
to Purchaser, Genmar Holdings or any Genmar Holdings Affiliate at any
plant or facility other than Seller's Junction City, Kansas plant
facility (in Purchaser's hands).

TABLE 1:

THEN THE ANNUAL EARN-OUT
IF THE TOTAL CONSIDERATION PERCENTAGE APPLIED
ANNUAL GROSS REVENUE IS TO SUCH ANNUAL GROSS REVENUE IS
----------------------- --------------------------------

$0 - $17.999 Million 1.00%

$17.999 or more 2.00%
and less than $24.999
Million

$24.999 or more 2.50%
and less than $29.999
Million

$30 Million or more 3.00%

TABLE 2:

IF THE YEAR 1 THEN THE YEAR 1 EARN-OUT
GROSS PROFIT PERCENTAGE IS CONSIDERATION PERCENTAGE IS
-------------------------- ---------------------------

Less than 13% 0%

13% or more but 2%
less than 14.5%

14.5% or more but 5%
less than 16%

16% or more but 6%
less than 17%

17% or more but 7%
less than 18%

18% or more 8%

TABLE 3:

IF THE YEAR 2 THEN THE YEAR 2 EARN-OUT
GROSS PROFIT PERCENTAGE IS CONSIDERATION PERCENTAGE IS
-------------------------- ---------------------------

Less than 14% 0%

14% or more but 2.5%
less than 15%

15% or more but 4%
less than 16%

16% or more but 5%
less than 17%

17% or more but 5.5%
less than 18%

18% or more 6%

For example: (i) if in Year 1 Annual Gross Revenue is $20 million
and the Gross Profit percentage is 14.5%, then the Earn-Out Consideration
percentage shall be 5%, (ii) if in Year 2 Annual Gross Revenue is $18
million and the Gross Profit percentage is 15%, then the Earn-Out
Consideration percentage shall be 4%, (iii) if in Year 3 Annual Gross
Revenue is $18 million and the Gross Profit percentage is 12%, then the
Earn-Out Consideration percentage shall be 0%.

Annual Gross Revenues from the sale of Seller's Horizon (or any
direct successor) brand boats will include the annual published dealer
list price of the engine only if the boat is sold with an engine. In the
event that the Junction City, Kansas plant facility, in Purchaser's
hands, manufactures any Genmar Holdings branded (as opposed to Seller's
Horizon (or any direct successor) branded) boats, such boats shall be
valued solely at the annual published dealer list price of the Genmar
Holdings' boat (excluding the dealer list price value of the engine).
Notwithstanding the foregoing, the Earn-Out Consideration that is
computed in accordance with the above formula shall be reduced for the
cumulative, aggregate dollar value of valid warranty claims made in
connection with any marine products, including Horizon (or any direct
successor) or Genmar Holdings branded product, that are produced in the
Junction City, Kansas plant facility as a percentage of Annual Gross
Revenue, as follows:

THEN THE EARN-OUT
CONSIDERATION SHALL BE
REDUCED BY THE
IF THE VALUE OF WARRANTY CLAIMS AS A FOLLOWING PERCENT OF THE
PERCENT OF GROSS REVENUE IS EARN-OUT CONSIDERATION
------------------------------------ ------------------------

0% to 1.3% 0%

over 1.3% to 1.7% 10%

over 1.7% to 2.0% 15%

over 2.0% to 2.3% 20%

over 2.3% to 2.6% 25%

over 2.6% to 3.0% 30%

over 3.0% to 3.5% 35%

over 3.5% to 4.0% 40%

over 4.0% 45%

The collection, retention and reporting of product warranty claim
information by Purchaser shall be classified by the year and the serial
number of the boat product manufactured. Product warranty claims for a
particular boat product shall include all warranty work, including
without limitation (A) replacement product, parts, labor, shipping and
similar costs paid, expended or incurred by Purchaser to third parties,
and (B) replacement product, parts, labor, shipping and similar costs of
Purchaser. Warranty work on engines that is paid by the engine
manufacturer shall not be included in the computation of warranty claims.
Purchaser shall maintain and make available to Seller all documentation
supporting the product warranty claims for the applicable Annual Periods
of the Earn-Out Consideration described in this Section 2.2.

The dollar value of product warranty claims shall be cumulative
and determined in the aggregate based on product manufactured within each
Annual Period (as defined below). The applicable Annual Period
reduction, if any, of Earn-Out Consideration for product warranty claims
shall be valued as of the end of each Annual Period during the term that
the Earn-Out Consideration is to be earned under this Agreement. Product
warranty claims shall be isolated by the product produced during an
applicable Annual Period of production and compared on an annual basis in
the aggregate to the Annual Period to which such production relates as a
percentage of Annual Gross Revenue for each of the five (5) years of the
Earn-Out Consideration period. Notwithstanding the foregoing, year 1
product warranty claims shall include all such claims for the year 1
Annual Period AND all Seller Products manufactured prior to the Closing
Date. For example, if in year 1 Annual Gross Revenues are $20 million,
and the Gross Profit is 13% and there are no year 1 product warranty
claims at the end of year 1 arising from year 1 production, then the year
1 Earn-Out Consideration to be paid to Seller will be $400,000 ($20
million (x) 2.0%). If in year 2, the dollar value of year 1 product
warranty claims is $300,000 (or 1.5% of the year 1 $20 million Annual
Gross Revenues) then the Earn-Out Consideration for year 1 will be
retroactively adjusted to reduce the year 1 Earn-Out Consideration amount
by 10% or $40,000, which amount shall be, at Purchaser's option, (i)
payable by Seller to Purchaser, or (ii) offset by Purchaser in
calculating and remitting the applicable year Earn-Out Consideration to
Seller. If in year 3, the cumulative aggregate dollar value of year 1
product warranty claims rises to $400,000 (or 2.0% of year 1 Annual Gross
Revenues) then the Earn-Out Consideration for year 1 will be
retroactively adjusted so that the year 1 Earn-Out Consideration is
reduced in the aggregate by 15% or $60,000; which amount shall be subject
to any prior adjustment, at Purchaser's option (i) payable by Seller to
Purchaser, or (ii) offset by Purchaser in calculating and remitting the
applicable year Earn-Out Consideration to Seller. For purposes of this
example, if the $40,000 reduction calculated in year 2 was directly paid
by Seller or offset by Purchaser, then the amount payable by Seller to
Purchaser or available for offset by Purchaser in year 3 would be
$20,000, for an aggregate reduction of 15% ($60,000) of year 1 Annual
Gross Revenues. The foregoing calculations shall be applied for and
applicable to each Annual Period of the five (5) year Earn-Out
Consideration period.

(b) PAYMENT OF EARN-OUT CONSIDERATION. At Closing, Purchaser
shall make an advance payment of $200,000 of Earn-Out Consideration to
Seller, which amount shall be deducted from Earn-Out Consideration
payments due to Seller after the second quarter of 1999. Thereafter,
Purchaser shall be entitled to deduct from the Earn-Out Consideration in

all future quarters (and year end) until the advance is fully recovered
by Purchaser. In all other cases, the Earn-Out Consideration will be
paid on an annual basis in arrears, commencing 45 days after the first
anniversary date of the Closing and continuing each year thereafter for a
period of five (5) years. The Earn-Out Consideration shall be paid by
cashiers or certified check or by wire transfer of immediately available
funds to an account designated by Seller in writing at least three (3)
days prior to the payment due date. The measurement period for
determination of the Earn-Out Consideration Annual Gross Revenues shall
be each one-year period commencing on the first day after the Closing
Date and ending upon each one-year period thereafter; PROVIDED, HOWEVER,
that in the event the Closing Date does not fall on the last day of the
month in which the Closing occurs, then the measurement period for
determination of the Earn-Out Consideration Annual Gross Revenues shall
be the last day of the month closest to the Closing Date (the "Annual
Period"). Purchaser shall provide to Seller monthly statements of gross
revenue earned and warranty claims paid pertaining to the applicable
marine products produced in the Junction City, Kansas plant facility
during each month during each Annual Period within thirty (30) days after
the previous month-end, accompanied by supporting documentation thereto
(the "Monthly Gross Revenue Statement"). Seller acknowledges and agrees
that Purchaser utilizes a 4/4/5 week/monthly/quarterly accounting system
whereby the monthly/quarterly accounting cut-off date is the last Sunday
of each month (whether or not such Sunday is, in fact, the last day of
the month). Based on the foregoing, the anniversary date used for
measurement of the Annual Period and the applicable month ends hereunder
shall be the accounting month end date closest to (i) the anniversary of
the Closing Date and (ii) the actual calendar month end, as applicable.
Purchaser shall compile each of the monthly statements prepared during
each Annual Period (except for the final Annual Period, as set forth
below) and make any required or necessary year-end adjustments to gross
revenue and/or warranty claims to produce a year-end Annual Gross Revenue
statement (the "Year-End Statement"), which statement shall accompany the
payment of the Earn-Out Consideration, if any, or of statement of any
amount payable by Seller to Purchaser, if any, within forty-five (45)
days after the Annual Period. In the event warranty claims which arise
in connection with product manufactured in any Annual Period (or prior
periods in the case of year 1 product warranty claims) exceed 1.3% of
Gross Revenue, Purchaser shall have the right to project and estimate in
good faith further product warranty claims in any Annual Period during
the five (5) year Earn-Out Consideration Period to avoid substantial
overpayment of Earn-Out Consideration in any Annual Period. At the end
of the five (5) year Earn-Out Consideration period, Purchaser shall
prepare a good faith estimate of warranty claims (based upon prior
trends) for each Annual Period and adjust the year 5 Year-End Statement
to reflect such estimates, which statement shall be transmitted to Seller
within the required forty-five (45) day period and accompanied by all
supporting documentation and by the payment of Earn-Out Consideration, if
any, or a statement of any amount payable by Seller to Purchaser, if any.
Purchaser shall have a period of nine (9) months subsequent to the end of
the five (5) year Earn-Out Consideration period to continue to accumulate
product warranty data for the purpose of preparing an adjusted and final
Year-End Statement. Such statement shall be provided to Seller, and
accompanied by (i) either a payment, if any, or a statement of any amount
payable by Seller to Purchaser, if any, and (ii) supporting documentation
thereto, within forty-five (45) days after the end of such nine (9) month
period.

Upon and after receipt of any Monthly Gross Revenue Statement or
any Year-End Statement, Seller shall have not more than thirty (30) days
after receipt of any such statement to review Purchaser's books and
records pertinent to the computations arising under this Section 2.2 and
dispute the accuracy of such statement by written notice of dispute to
Purchaser in accordance with the notice provisions of this Agreement. In
the event that Seller does not dispute such statement, Seller shall be
deemed to have irrevocably waived its right to contest the statement,
notwithstanding any contrary provision of this Agreement (including
Section 13.17 hereof). In the event that Seller and Purchaser are unable
to resolve the disputed matter within fifteen (15) days after the Seller
notice is received, the parties shall submit the matter to the
Independent Accountants described in Section 2.2(c) for a final
determination under the rules and procedures set forth in that Section,
which determination shall be final, nonappealable and irrevocably binding
upon the parties.

(c) TERMINATION OF EARN-OUT CONSIDERATION. Seller's right to
receive the Earn-Out Consideration shall cease upon Xxxxxxxx Xxxxxx'x
voluntary termination of employment (including death or disability) from
Purchaser. Voluntary termination of employment shall not include
expiration of Xx. Xxxxxx'x executive employment agreement at the end of
its four (4) year term. If such voluntary termination takes place during
any Annual Period, no Earn-Out Consideration shall be accrued, owing or
paid with respect to such Annual Period unless Xx. Xxxxxx is employed by
Purchaser for at least six (6) months of the Annual Period, unless due to
death or disability in which case no period of employment will be
required, and even in such cases the Annual Gross Revenues in such year
shall be measured only to and including the date of (x) a voluntary
resignation (excluding death or disability), or (y), in the case of death
or disability, three months subsequent to the date of death or disability
(but not beyond the last day of the Annual Period). Notwithstanding the
cut-off date of Xx. Xxxxxx'x employment in any Annual Period, (i)
warranty claims through the end of the Annual Period shall be computed
for determination of any final Earn-Out Consideration to be paid, if any,
for all Annual Periods prior to and in which such voluntary termination
takes place, and (ii) the Year-End Statement will be prepared, and any
amounts due thereunder shall not be reportable or payable earlier than is
specified herein.

(d) DISPUTE RESOLUTION FOR EARN-OUT CONSIDERATION. Purchaser
and the Seller shall use good faith efforts to jointly resolve the
properly noticed objections and discrepancies arising from any Monthly
Gross Revenue Statement or any Year End Statement within fifteen (15)
days of the receipt of a written statement of objections and
discrepancies sent in writing by Seller to Purchaser, which resolution,
if achieved, shall be fully and completely binding upon all parties to
this Agreement and not subject to further review, appeal, or dispute. If
Purchaser and the Seller are unable to resolve Seller's objections and
discrepancies to their mutual satisfaction within such fifteen (15) day
period, then the matter shall be promptly submitted to a mutually
acceptable accounting firm of national reputation with experience in the
marine industry (the "Independent Accountants"). In submitting a dispute
to the Independent Accountants, each of the parties shall concurrently
furnish, at its own expense, to the Independent Accountants and the other
party such documents and information as the Independent Accountants may
request. Each party may also furnish to the Independent Accountants such
other information and documents as it deems relevant, with the
appropriate copies and notification being concurrently given to the other
party. Neither party shall have

or conduct any communication, either written or oral, with the
Independent Accountants without the other party either being present
or receiving a concurrent copy of any written communication. The
Independent Accountants may conduct a conference concerning the
objections and disagreements between the Seller and Purchaser, at
which conference each party shall have the right to (i) present its
documents, materials and other evidence (previously provided to the
Independent Accountants and the other party) and (ii) to have present
its or their advisors, accountants and/or counsel. The Independent
Accountants shall promptly (but not to exceed thirty (30) days from
the date of engagement of the Independent Accountants) render a
decision on the issues presented, and such decision shall be final,
nonappealable and irrevocably binding upon the parties.

(e) RIGHT OF SET-OFF AND RECOUPMENT. In the event Purchaser
makes any claim for a Loss pursuant to Article X of this Agreement, or
any amount becomes owing from Seller to Purchaser hereunder (including
pursuant to Section 7.24 hereof), Purchaser shall be irrevocably entitled
and is hereby instructed by Seller hereunder to offset (and exercise any
other equitable rights, including recoupment) the full dollar amount of
any such claimed amount so owing or any Loss paid by Purchaser, or which
Purchaser becomes, or may become, legally obligated to pay, against the
Earn-Out Consideration that would otherwise be due and payable under this
Section 2.2. Notwithstanding the foregoing, in the event there is any
unresolved claimed Loss made by Purchaser at the end of the five (5) year
Earn-Out Consideration period, Purchaser shall be entitled to withhold
the full dollar amount of the claimed Loss from the final Earn-Out
Consideration payment due to Seller from Purchaser. In the event the
claimed Loss is fully and finally resolved, Purchaser shall promptly
remit to Seller the excess of any offset over the amount paid or legally
owing by Purchaser.

(f) GENMAR HOLDINGS GUARANTY. In the event that Purchaser does
not remit the Earn-Out Consideration to Seller pursuant to the terms of
this Agreement, Genmar Holdings shall guaranty such payment performance
of Purchaser pursuant to a guaranty delivered to Seller at the Closing.

2.3 ALLOCATION OF PURCHASE PRICE. On or promptly following the
Closing Date, Purchaser and Seller shall, in a reasonable manner after
appropriate consultation, determine the fair market value of the Assets, and
Purchaser and Seller shall allocate in writing the Purchase Price among the
Assets in accordance with the parties' determination and Section 1060 of the
Code. The Purchaser and Seller, as appropriate, shall file an Asset Acquisition
Statement on Form 8594 in accordance with Section 1060 of the Code (which
conforms with the parties' allocation) with their federal income Tax Returns for
the Tax year in which the Closing occurs and shall contemporaneously provide the
other party with a copy of the Form 8594 being filed. Each party agrees not to
assert, in connection with any Tax Return, claim, audit or similar Proceeding,
any allocation of the Purchase Price which differs from the allocation
determined by the parties hereunder.

ARTICLE III

CLOSING

The closing ("Closing") shall take place at 10:00 A.M., local time, on
the 31st day of December, 1998 at the offices of legal counsel to Seller (as set
forth in Section 13.1 hereof) or at such other time and place as the parties may
agree. The day on which the Closing takes place is herein referred to as the
"Closing Date."

ARTICLE IV

PARTIES' CLOSING OBLIGATIONS

4.1 SELLER'S OBLIGATIONS AT CLOSING; FURTHER ASSURANCES.

(a) CLOSING DELIVERABLES. At the Closing, Seller and Member
will deliver to Purchaser:

(i) a cashier's or certified check drawn by Seller to
the order of Purchaser in the aggregate amount of all of Seller's
cash on hand and in banks less an amount equal to all uncleared
checks which have been drawn by Seller prior to the Closing in
payment of liabilities of Seller which are assumed by Purchaser
hereunder (and Seller agrees to retain in such banks an amount
equal to such uncleared checks until such checks are cleared) or,
at Purchaser's option, an assignment of all of Seller's bank
accounts in form and substance satisfactory to Purchaser;

(ii) a Xxxx of Sale duly executed by Seller in the form
of Exhibit A annexed hereto;

(iii) such other good and sufficient instruments of
conveyance, assignment and transfer, in form and substance
satisfactory to Purchaser's counsel, as shall be effective to vest
in Purchaser good and marketable title to Seller's Assets
including;

(1) deed(s) with respect to any Owned Real Estate
to be purchased hereunder;
(2) Trademark or trade name assignment(s);
(3) Patent and other Intellectual Property
assignment(s);
(4) vehicle title and valid assignment(s)
thereof.

(iv) all contracts, files and other data and documents
pertaining to Seller's Assets, except Seller's minute books and
member or other ownership ledger records (which may be delivered
at the offices of Seller);

(v) the executed employment agreements described in
Section 7.3 hereof;

(vi) the executed assignment and assumption agreements
transferring all contracts and agreements of Seller to be assumed
by Purchaser;

(vii) all consents required to convey, assign and
transfer, in a form and substance satisfactory to Purchaser's
counsel, all contracts and agreements of Seller to be assumed by
Purchaser;

(viii) a certificate signed by the Seller dated as of the
Closing Date, to the effect that the representations and
warranties made by the Seller in this Agreement and in any
document, instrument and/or agreements to be executed and/or
delivered by Seller pursuant to this Agreement are true and
correct in all material respects at and as of the Closing with the
same force and effect as those representations and warranties made
on the date hereof and that Seller has conformed and complied with
all of their respective covenants, agreements, and obligations
under this Agreement which are to be performed and complied with
by the Seller at or prior to the Closing;

(ix) the Seller's affidavits for each parcel of Owned
Real Estate to be purchased hereunder in a form sufficient to
permit the title insurance company to delete the exceptions to
title relating to parties in possession;

(x) the duly executed written opinion letter of counsel
to Seller and Member as contemplated by Section 8.5 of this
Agreement, dated as of the Closing Date, addressed to Purchaser;

(xi) a Release by the Seller and the Member in favor of
Purchaser in a form acceptable to the parties and their respective
counsel;

(xii) executed non-competition agreements of all employees
entering into employment contracts with the Purchaser in a form
acceptable to Purchaser and its counsel;

(xiii) [This subsection intentionally omitted]

(xiv) pay-off letters and the form(s) of termination or
assumption of all Debt Instruments (excluding debt to past or
present members constituting Seller's ownership group) of Seller;

(xv) Seller's letter of undertaking regarding the pay-off
of Seller debt to its past members;

(xvi) Seller's undertaking to obtain the title insurance
policy or policies taken in favor of Purchaser by Seller for all
Owned Real Estate of Seller conveyed pursuant to this Agreement;

(xvii) a copy certified by the secretary of Seller of the
duly adopted resolutions of the management committee of Seller
approving this Agreement and

authorizing the execution and delivery of this Agreement,
including the documents, instruments and agreements to be
executed and/or delivered by the Seller pursuant hereto, and
the consummation of the transactions contemplated hereby and
thereby;

(xviii) [This subsection intentionally omitted.]

(xix) the executed option and right of first refusal on
the Perimeter Property, as more fully described in SECTION 8.15
hereof.

(xx) such other documents and items as are reasonably
necessary or appropriate to effect the consummation of the
transactions contemplated hereby or which may be customary under
local law.

(b) ADDITIONAL ASSURANCES. At any time and from time to time
after the Closing, at Purchaser's request and without further
consideration, Seller and Member will execute and deliver such other
instruments of sale, transfer, conveyance, assignment and confirmation
and take such action as Purchaser may reasonably deem necessary or
desirable in order to more effectively transfer, convey and assign to
Purchaser, and to confirm Purchaser's title to, the Assets, to put
Purchaser in actual possession and operating control thereof and to
assist Purchaser in exercising all rights with respect thereto. After
the Closing, at reasonable times and on reasonable notice, Seller shall
have access to the books and records pertaining to its operations prior
to the Closing, and Purchaser shall retain such books and records for a
period of three (3) years after the Closing.

(c) COLLECTION OF RECEIVABLES. Seller agrees that Purchaser
shall have the right and authority to collect for its own account all
receivables and other items which shall be transferred to Purchaser as
provided herein and to endorse with the name of Seller any checks
received on account of any such receivables or other items. Seller
agrees that it will promptly transfer and deliver to Purchaser any cash
or other property which Seller may receive in respect of such receivables
or other items.

4.2 PURCHASER'S OBLIGATIONS AT CLOSING.

(a) CLOSING DELIVERABLES. At the Closing, Purchaser shall
deliver to Seller:

(i) a cashier's or certified check or wire transfer of
immediately available funds in the amount of the Cash
Consideration;

(ii) a certificate signed by a duly authorized officer of
Purchaser, dated as of the Closing Date, to the effect that the
representations and warranties made by Purchaser in this Agreement
and in any document, instrument and/or agreement to be executed
and/or delivered by Purchaser pursuant to this Agreement are true
and correct in all material respects at and as of the Closing Date
with the same force and effect as those representations and
warranties made on the date hereof and that Purchaser has
performed and complied with all of its covenants, agreements and

obligations under this Agreement which are to be performed and
complied with by Purchaser on or prior to the Closing;

(iii) a copy certified by the secretary of Purchaser of
the duly adopted resolutions of the board of directors of
Purchaser approving this Agreement and authorizing the execution
and delivery of this Agreement, including the documents,
instruments and agreements to be executed and/or delivered by the
Purchaser pursuant hereto, and the consummation of the
transactions contemplated hereby and thereby;

(iv) a duly executed written opinion letter of counsel to
the Purchaser as contemplated by Section 9.4 of this Agreement,
dated as of the Closing Date, addressed to the Seller;

(v) executed assignment and assumption agreements
transferring all contracts and agreements of Seller to be assumed
by Purchaser;

(vi) either (i) any assumption, pay-off documents and
instruments, and cancellation or return of guarantee(s) received
from Seller's lenders (other than Seller's past or former members)
concerning pay-off or assumption of Seller debt and the full
release of Member or any past member of Seller from any further
obligation for repayment (including guarantees) of such debt or
(ii) Purchaser's agreement in writing to defend, indemnify and
hold Seller, Member and any past member of Seller harmless from
such lender debt;

(vii) executed agreement of Purchaser regarding its
liabilities undertaking;

(viii) executed employment agreements as contemplated by
Section 7.3 hereof;

(ix) executed guaranty of Genmar Holdings as contemplated
by Section 2.2(f); and

(x) such other documents and items as are reasonably
necessary or appropriate to effect the consummation of the
transactions contemplated hereby or which may be customary under
federal or local law or regulations.

ARTICLE V

SELLER REPRESENTATIONS AND WARRANTIES

As an inducement to Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereby, Seller represents and warrants
to Purchaser that each and all of the following representations and warranties
are true and correct as of the date of this Agreement and will be true and
correct as of the Closing Date:

5.1 ORGANIZATION, STANDING AND QUALIFICATION. Seller is a limited
liability company duly organized, validly existing and in good standing under
the laws of Kansas; it has all requisite power and authority and is entitled to
carry on its business as now being conducted and to own, lease or operate its
properties as and in the places where such business is now conducted and such
properties are now owned, leased or operated; and it is duly qualified, licensed
or domesticated and in good standing as a foreign company authorized to do
business in the jurisdictions listed on SCHEDULE 5.1 annexed hereto, which are
the only jurisdictions where the nature of the activities conducted by it or the
character of the properties owned, leased or operated by it require such
qualification, licensing or domestication. Seller has delivered to Purchaser
true and complete copies of Seller's articles of organization and all amendments
thereto, certified by the Secretary of State of the State of Kansas, and the
operating agreement of Seller as presently in effect, certified as true and
correct by Seller's Secretary.

5.2 SUBSIDIARIES. Seller has no subsidiaries except those listed on
SCHEDULE 5.2. Seller has no interest, direct or indirect, and has no commitment
to purchase any interest, direct or indirect, in any other corporation or in any
partnership, joint venture or other business enterprise or entity other than as
set forth on SCHEDULE 5.2. The Business carried on by Seller has not been
conducted through any other direct or indirect subsidiary or Affiliate of
Seller.

5.3 TRANSACTIONS WITH CERTAIN PERSONS. Except as set forth on
SCHEDULE 5.3, Seller has not since its inception, directly or indirectly,
purchased, leased from others or otherwise acquired any property or obtained any
services from, or sold, leased to others or otherwise disposed of any property
or furnished any service, or otherwise dealt with (except with respect to
remuneration for services rendered as a manager, officer or employee of Seller),
in the Ordinary Course of Business or otherwise, (i) any member of Seller or
(ii) any Person who, directly or indirectly, alone or together with others,
controls, is controlled by or is under common control with Seller or any past or
present member of Seller. Except as set forth on SCHEDULE 5.3, Seller does not
owe any amount to, or have any contract with or commitment to, any of its
members, managers, officers, employees or consultants (other than compensation
for current services not yet due and payable and reimbursement of expenses
arising in the Ordinary Course of Business), and none of such Persons owes any
amount to Seller. Except as set forth on SCHEDULE 5.3, no part of the property
or assets of any past or present member or any direct or indirect subsidiary or
Affiliate of any member has, since Seller's inception, been used by Seller.

5.4 EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT; AUTHORITY.
Subject to obtaining the consent of the holders of Seller's lender debt to be
assumed by Purchaser, neither the execution, delivery nor performance of this
Agreement by Seller or Member will, with or without the giving of notice or the
passage of time, or both, conflict with, result in a default, right to
accelerate or loss of rights under, or result in, cause or create any Liability,
reassessment or revaluation of assets, lien, charge or Encumbrance pursuant to,
any provision of Seller's articles of organization or operating agreement or any
franchise, mortgage, deed of trust, lease, license, agreement, understanding,
law, ordinance, rule, regulation, Order, Proceeding, judgment, decree or other
legal or contractual requirement to which Seller or Member is a party or by
which any of them or the Seller's Assets may be bound or affected. Seller and
Member have the full power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby, all Proceedings and other
actions required to be taken to authorize the execution, delivery and
performance of this Agreement and the

agreements relating hereto have been properly taken and this Agreement
constitutes a valid and binding obligation of Seller and Member, enforceable
against them in accordance with its terms.

5.5 PRIOR MEMBERS. SCHEDULE 5.5 lists the names and addresses of all
Persons who now have or have ever had any ownership interest in Seller from
Seller's organization and inception to the Closing Date.

5.6 OWNERSHIP OF MEMBERSHIP INTERESTS. Except as set forth in
SCHEDULE 5.6, as of the Closing, Member will be the lawful record and beneficial
owner of all member interests of, in and to Seller, free and clear of any liens,
claims, Encumbrances or restrictions of any kind, and all of such interests are
validly issued and outstanding, fully paid and nonassessable. Seller shall
provide to Purchaser in writing at least ten (10) business days prior to the
Closing a full, complete and correct list of (a) all past and current members of
Seller, including the dates of such members period of ownership, the amount
invested by member, the amount at which such member's interest was purchased or
redeemed, whether the transaction was a redemption or a third party purchase and
any amount owing to such member for any closed purchase(s) by either Seller or a
third party purchaser (including Member), and (b) any and all documents and
correspondence arising from or related thereto.

5.7 FINANCIAL STATEMENTS. Seller has delivered to Purchaser copies of
the following financial statements (hereinafter collectively called the
"Financial Statements"), all of which are complete and correct, have been
prepared and presented in accordance with the properly kept books and records of
Seller, have been maintained throughout the periods indicated and fairly
present the financial condition of Seller as at their respective dates and the
results of its operations for the periods covered thereby:

(a) unaudited balance sheet of Seller as at December 31, 1997,
and Seller's unaudited statements of earnings and cash flow for all
periods from inception of Seller to December 31, 1997; and

(b) unaudited balance sheets of Seller as at the end of each of
the ten (10) months commencing January 31, 1998, and ending on October
31, 1998 and Seller's unaudited statement of earnings and cash flows for
the months then ended.

Such statements of earnings do not contain any items of special or nonrecurring
income or any other income not earned in the Ordinary Course of Business except
as expressly specified therein.

5.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except as and to the extent
reflected or reserved against on the face of the Final Balance Sheet (excluding
the notes thereto) or set forth on SCHEDULE 5.8 annexed hereto or otherwise
specifically described in Section 1.3(a) hereof, as of the Final Balance Sheet
Date Seller had no debts, liabilities or obligations (whether absolute, accrued,
contingent or otherwise) of any nature whatsoever, including, without
limitation, any foreign or domestic Tax liabilities or deferred Tax liabilities
incurred in respect of or measured by Seller's income, or its period prior to
the close of business on the Final Balance Sheet Date or any other debts,
liabilities or obligations relating to or arising out of any act, omission,
transaction, circumstance, sale of goods or services, state of facts or other
condition which occurred or existed

on or before the Final Balance Sheet Date, whether or not then known, due or
payable. None of the Seller's employees is now or, will by the passage of
time hereafter become, entitled to receive any severance pay attributable to
services rendered prior to the Final Balance Sheet Date except as disclosed
on the face of the Final Balance Sheet (excluding the notes thereto).
Without in any way limiting the Excluded Liabilities hereunder, Seller and
Purchaser acknowledge and agree that Purchaser does not and shall not assume,
or become in any way obligated for, the payment of any Tax of Seller based on
income, franchise or any other similarly imposed Liability for Taxes of any
Governmental Body.

5.9 TAXES. All taxes, including, without limitation, income,
property, sales, use, franchise, value added, employees' income withholding and
social security taxes, imposed by the United States or by any foreign country or
by any state, municipality, subdivision or instrumentality of the United States
or of any foreign country, or by any other taxing authority and all interest and
penalties thereon ("Taxes" or "Tax"), which are due and presently payable by
Seller, whether disputed or not, have been paid in full, all Tax Returns
required to be filed in connection therewith have been accurately prepared and
duly and timely filed and all deposits required by law to be made by Seller with
respect to employees' withholding and other Taxes have been duly made. Seller
has not been delinquent in the payment of any foreign or domestic Tax,
assessment or governmental charge or deposit and has no Tax deficiency or claim
outstanding, proposed or assessed against it, and there is no basis for any such
deficiency or claim. Seller's federal income Tax Returns have been filed timely
with the Internal Revenue Service for all of its fiscal years through the year
ended December 31, 1997, there is not now in force any extension of time with
respect to the date on which any Tax Return was or is due to be filed by or with
respect to Seller, or any waiver or agreement by it for the extension of time
for the assessment of any Tax, and Seller is not a "consenting corporation"
within the meaning of Section 341(f)(1) of the Code. Seller is not the subject
of or party to any Tax or Tax related claim, audit or Proceeding.

5.10 ABSENCE OF CHANGES OR EVENTS. Except as set forth in SCHEDULE
5.10 annexed hereto, since December 31, 1997, Seller has conducted its Business
only in the Ordinary Course of Business consistent with its prior practices and
has not:

(a) incurred any obligation or liability, absolute, accrued,
contingent or otherwise, whether due or to become due, except for capital
expenditures described in subparagraph (k) of this Section 5.10 and
current liabilities for trade or business obligations incurred in
connection with the purchase of goods or services in the Ordinary Course
of Business and consistent with its prior practice, none of which
Liabilities, in any case or in the aggregate, materially and adversely
affects the Business, liabilities or financial condition of Seller;

(b) discharged or satisfied any lien, charge or Encumbrance
other than those then required to be discharged or satisfied, or paid any
obligation or Liability, absolute, accrued, contingent or otherwise,
whether due or to become due, other than current liabilities shown on the
Final Balance Sheet and current liabilities incurred since the Final
Balance Sheet Date in the Ordinary Course of Business and consistent with
its prior practice;

(c) declared or made any distribution to its past or present
members or upon or in respect of any member interests, or purchased,
retired or redeemed, or obligated itself to purchase, retire or redeem,
any of its member interests or other securities;

(d) mortgaged, pledged or subjected to lien, charge, security
interest or any other Encumbrance or restriction any of its property,
Business or assets, tangible or intangible, except for the existing
mortgages, liens and security interests or any other Encumbrances that
are listed and described on SCHEDULE 5.10;

(e) sold, transferred, leased to others or otherwise disposed
of any of its assets, except for inventory sold in the Ordinary Course of
Business, without Purchaser's prior written consent, or canceled or
compromised any debt or claim or waived or released any right of
substantial value;

(f) received any notice of termination of any contract, lease
or other agreement or suffered any damage, destruction or loss (whether
or not covered by insurance) which, in any case or in the aggregate, has
had a Material Adverse Effect on the Assets, operations or prospects of
Seller;

(g) encountered any labor union organizing activity, had any
actual or Threatened employee strikes, work stoppages, slow-downs or
lock-outs, or had any material change in its relations with its
employees, agents, customers or suppliers or with any governmental
authorities or self-regulatory organizations;

(h) transferred or granted any rights under, or entered into
any settlement regarding the breach or infringement of, any United States
or foreign license, Patent, Copyright, Trademark, trade name, invention
or similar Intellectual Property rights, or modified any existing rights
with respect thereto;

(i) made any change in the rate of compensation, commission,
bonus or other direct or indirect remuneration payable, or paid or agreed
or orally promised to pay, conditionally or otherwise, any bonus, extra
compensation, pension or severance or vacation pay, to any member,
manager, officer, employee, salesman, distributor or other agent of
Seller;

(j) issued or sold any member interests or other securities, or
issued, granted or sold any options, rights or warrants with respect
thereto, or acquired any capital stock or other securities of any Person
or any interest in any business enterprise, or otherwise made any loan or
advance to or investment in any Person,

(k) made any capital expenditure. or capital additions or
betterments in excess of an aggregate of $25,000;

(l) changed its banking or safe deposit arrangements;

(m) without Purchaser's prior consent, instituted, settled or
agreed to settle any litigation, action or Proceeding before any court or
Governmental Body relating to Seller or its property;

(n) failed to replenish its inventories and supplies in a
normal and customary manner consistent with its prior practice and
prudent business practices prevailing in the industry, or made any
purchase commitment in excess of the normal, ordinary and usual
requirements of its Business or at any price in excess of the then
current market price or upon terms and conditions more onerous than those
usual and customary in the industry, or made any material change in its
selling, pricing, advertising or personnel practices inconsistent with
its prior practice and prudent business practices prevailing in the
industry;

(o) suffered any Material Adverse Change;

(p) entered into any transaction, contract or commitment or
paid or agreed to pay, other than in the Ordinary Course of Business, any
brokerage, finder's fee, Taxes or other expense in connection with, or
incurred any severance pay obligations by reason of, this Agreement or
the transactions contemplated hereby; or

(q) entered into any agreement or made any commitment to take
any of the types of action described in subparagraphs (a) through (p)
above.

5.11 LITIGATION. Except as set forth in SCHEDULE 5.11 annexed hereto,
there is no claim, Proceeding, Order, decree or judgment in progress, pending
or in effect, or to the Knowledge of Seller or the Member Threatened, against or
relating to Seller, its officers, directors or employee, its properties, assets
or Business or the transactions contemplated by this Agreement, and neither
Seller nor the Member knows or has reason to be aware of any basis for the same.

5.12 COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. Except as set forth
in SCHEDULE 5.12 annexed hereto, Seller has complied with all existing laws,
rules, regulations, ordinances, Orders, judgments and decrees now or hereafter
applicable to its Business, properties or operations as presently conducted.
Neither the ownership nor use of Seller's properties nor the conduct of its
Business conflicts with the rights of any other Person, or violates, or with or
without the giving of notice or the passage of time, or both, will violate,
conflict with or result in a default, right to accelerate or loss of rights
under, any terms or provisions of its certificate of incorporation or by-laws as
presently in effect, or any lien, Encumbrance, mortgage, deed of trust, lease,
license, agreement, understanding, law, ordinance, rule or regulation, or any
Order, judgment or decree to which Seller is a party or by which it may be bound
or affected. Neither Seller nor Member has Knowledge of any Applicable Laws,
Proceedings or Orders which would be applicable to its Business, operations or
properties and which could have a Material Adverse Effect on or cause a Material
Adverse Change to Seller or the Business either before or within one (1) year
after the Closing.

5.13 TITLE TO PROPERTIES. Except for the leaseholds listed and
described on SCHEDULE 5.14(a), Seller has good, marketable and insurable title
to all the properties and assets it owns or uses in its Business or purports to
own, including, without limitation, those reflected in its books and records and
in the Balance Sheet (except inventory sold after the Balance Sheet Date in the
Ordinary

Course of Business). Except as set forth on SCHEDULE 5.13, none of such
properties and assets are subject to any mortgage, pledge, lien, charge,
security interest, Encumbrance, restriction, lease, license, easement,
liability or adverse claim of any nature whatsoever, direct or indirect,
whether accrued, absolute, contingent or otherwise, except (i) mortgages or
security interests shown on the Balance Sheet as securing specific
liabilities or obligations or (ii) those imperfections of title and
Encumbrances, if any, which, individually or in the aggregate, (A) are not
substantial in character, amount or extent and do not, materially detract
from the value of the properties subject thereto, (B) do not interfere with
either the present and continued use of such property or the conduct of
Seller's normal operations and (C) have arisen only in the Ordinary Course of
Business. All of the properties and assets owned, leased or used by Seller
are in good operating condition and repair, are suitable for the purposes
used, are adequate and sufficient for all current operations of Seller and
are directly related to the Business of Seller described in Schedule 5.19.

5.14 SCHEDULES. Attached hereto as SCHEDULE 5.14 is a separate
schedule containing an accurate and complete list and description of:

(a) All Real Estate owned by Seller or in which Seller has a
leasehold or other interest or which is used by Seller in connection with
the operation of its Business, together with a description of each lease,
sublease, license, or any other instrument under which Seller claims or
holds such leasehold or other interest or right to the use thereof or
pursuant to which Seller has assigned, sublet or granted any rights
therein, identifying the parties thereto, the rental or other payment
terms, expiration date and cancellation and renewal terms thereof.

(b) As of a date no earlier than August 31, 1998, all of
Seller's receivables (which shall include accounts receivable, loans
receivable and any advances), together with detailed information as to
each such listed receivable which has been outstanding for more than 30
days.

(c) All machinery, tools, equipment, motor vehicles, rolling
stock and other tangible personal property (other than inventory and
supplies), owned, leased or used by Seller, except for items having value
of less than $500 and which do not, in the aggregate, have a total value
of more than $25,000, setting forth with respect to all such listed
property a summary description of all leases, Encumbrances, charges,
restrictions, covenants and conditions relating thereto, identifying the
parties thereto, the rental or other payment terms, expiration date and
cancellation and renewal terms thereof.

(d) All Patents, Patent applications, licenses, Trademarks,
Trademark registrations, service marks, service names, trade names,
Copyrights and Copyright registrations, and applications for any of the
foregoing, wholly or partially owned or held by Seller or used in the
operation of Seller's Business.

(e) All fire, theft, casualty, liability (including products
liability) and other insurance policies insuring Seller or its properties
or interests therein, specifying with respect to each such policy the
name of the insurer, the risk insured against, the limits of coverage,
the deductible amount (if any), the premium rate and the date through
which coverage will continue by virtue of premiums already paid. Except
as disclosed in SCHEDULE 5.14(e), such

policies are with reputable insurers, provide adequate coverage
for all normal risks incident to Seller's assets, properties and
Business operations and are in character and amount at least
equivalent to that carried by Persons engaged in a business
subject to the same or similar perils or hazards.

(f) All sales agency or route distributorship agreements or
franchises or agreements providing for the services of an independent
contractor to which Seller is a party or by which it is bound.

(g) All contracts, agreements, commitments or licenses relating
to Intellectual Property to which Seller is a party or by which it is
bound.

(h) All loan agreements, indentures, mortgages, pledges,
conditional sale or title retention agreements, security agreements,
equipment obligations, guaranties, leases or lease purchase agreements to
which Seller is a party or by which it is bound.

(i) All contracts, agreements, and commitments, whether or not
fully performed, in respect of the issuance, sale or transfer of member
interests, bonds or other securities of Seller or pursuant to which
Seller has acquired any substantial portion of its Business or assets.

(j) All contracts, agreements, commitments or other
understandings or arrangements to which Seller is a party or by which it
or any of its property is bound or affected but excluding (i) purchase
orders and commitments for raw materials, parts (including motors) and
supplies made in the Ordinary Course of Business involving payments or
receipts by Seller of less than $50,000 in any single case but not more
than $100,000 in the aggregate, (ii) contracts entered into in the
Ordinary Course of Business and involving payments or receipts by Seller
of less than $2,500 in the case of any single contract but not more than
$10,000 in the aggregate, (iii) contracts entered into in the Ordinary
Course of Business which are terminable by Seller on less than 30 days'
notice without any penalty or consideration and involving payments or
receipts by Seller of less than $2,500 in the case of any single contract
but not more than $10,000 in the aggregate, and (iv) sales orders or
commitments for the sale of manufactured boats, parts or accessories made
in the Ordinary Course of Business upon Seller's normal price and terms.

(k) All collective bargaining agreements, employment and
consulting agreements, executive compensation plans, bonus plans,
deferred compensation agreements, employee pension plans or retirement
plans, employee stock options or stock purchase plans and group life,
health and accident insurance and other employee benefit plans
agreements, arrangements or commitments, whether or not legally binding,
including, without limitation, holiday, vacation, Christmas and other
bonus practices, to which Seller is a party or is bound or which relate
to the operation of Seller's Business.

(l) The names and current annual salary rates of all Persons
(including independent commission agents) whose annual compensation
(direct or indirect) from Seller

is currently at the rate of more than $30,000 per annum and showing
separately for each such Person the amounts paid or payable as
salary, bonus payments and any indirect compensation for the year
ended; and

(m) The name of each bank in which Seller has an account or
safe deposit box and the names of all Persons authorized to draw thereon
or have access thereto; and the names of all Persons, if any, holding Tax
or other powers of attorney from Seller and a summary of the terms
thereof.

All of the contracts, agreements, leases, licenses and commitments required to
be listed on SCHEDULE 5.14 (other than those which have been fully performed)
are valid and binding, enforceable in accordance with their respective terms, in
full force and effect and, except as otherwise specified in SCHEDULE 5.14,
validly assignable to Purchaser without the consent of any other party so that,
after the assignment thereof to Purchaser pursuant hereto, Purchaser will be
entitled to the full benefits thereof. Except as disclosed in SCHEDULE 5.14,
none of the payments required to be made under any such contract, agreement,
lease, license or commitment has been prepaid more than 30 days prior to the due
date of such payment thereunder, and there is not thereunder any existing
default, or event which, after notice or lapse of time, or both, would
constitute a default or a basis for force majeure or other claim of excusable
delay or non-performance thereunder or result in a right to accelerate or loss
of rights, and none of such contracts, agreements, leases, licenses or
commitments is, either when considered singly or in the aggregate with others,
unduly burdensome, onerous or materially adverse to Seller's Business,
properties, assets, earnings or prospects or likely, either before or after the
Closing, to result in any material loss or liability. None of Seller's existing
or completed contracts is subject to renegotiation with any Governmental Body.
True and complete copies of all such contracts, agreements, leases, licenses and
other documents listed on SCHEDULE .5.14 (together with any and all amendments
thereto) have been delivered to Purchaser and initialed by Seller's Secretary
and identified with a reference to this Section 5.14 of this Agreement.

5.15 PATENTS AND OTHER INTELLECTUAL PROPERTY.

(a) DEFINITION OF INTELLECTUAL PROPERTY. "Intellectual
Property" shall mean (i) all inventions, whether Patentable or
unpatentable (and whether or not reduced to practice), all
improvements thereto, and all "Patents" including all Patents and
Patent disclosures and applications, and registered design and
registered design applications, together with all reissuance,
continuations, continuations-in-part, revisions, extensions and
reexaminations thereof, (ii) all "Trademarks," including registered
or unregistered Trademarks, registered or unregistered servicemarks,
and all translations, adaptations, deviations, combinations,
applications, registrations and renewals in connection with any
registered or unregistered Trademark or servicemark, and all trade
names, trade dress and logos, (iii) all "Copyrights," meaning all
registered Copyrights, Copyright applications, Copyrightable works,
and unregistered Copyrights, and all applications, registrations, and
renewals in connection therewith, (iv) all mask works and all
applications, registrations, and renewals in connection therewith,
(v) all Confidential Information, (vi) all computer software and
software licenses (including data and related documentation), (vii)
all other similar proprietary rights, and (viii) all copies and
tangible embodiments of the foregoing, in whatever form or medium.

(b) POSSESSION, RIGHTS AND OWNERSHIP. To the Knowledge of
Seller, with an obligation of investigation, Seller possesses all
Intellectual Property necessary for the conduct of its Business as
presently conducted, including all licenses and rights to use any
Intellectual Property necessary for the Business as presently conducted.
Seller is the sole and exclusive owner of all right, title and interest
in and to the Intellectual Property owned by it, free and clear of all
Encumbrances, other than as set forth on SCHEDULE 5.15 hereof. Except as
set forth on SCHEDULE 5.15, no right of the Purchaser in the Intellectual
Property used in the Business will be impaired or encumbered in any
material way by reason of the consummation of the transactions
contemplated hereby.

(c) NO PROCEEDINGS, DISCLOSURE OR INFRINGEMENT. Seller has not
received any notice of any event, inquiry, investigation or Proceeding
Threatening the validity or exclusivity, where applicable, of any
Intellectual Property. Except as set forth on SCHEDULE 5.15, Seller has
taken all reasonable and prudent steps to protect the Intellectual
Property from infringement by any other Person. Except as set forth on
SCHEDULE 5.15 no other Person (i) has the right (including a license) to
use any of the Intellectual Property with respect to the goods and
services on which they are now being used in Seller's Business either in
identical form or in such near resemblance thereto as to be likely, when
applied to the goods of any such Person, to cause confusion with such
Intellectual Property, or cause a mistake or to deceive, (ii) has
notified the Seller that it claims any ownership or right to use such
Intellectual Property, or (iii) to Seller's or Member's Knowledge, is
infringing on any Intellectual Property in any material respect. Except
as set forth in SCHEDULE 5.15, Seller has full ownership rights and
interests in and to all of the trade secrets used in the Business of
Seller, which trade secrets have not been disclosed to or to Seller's
Knowledge appropriated or used by any Person other than Seller. The use
of the Intellectual Property utilized in the Seller's Business has not
conflicted and does not now conflict with, infringe upon or otherwise
violate in any material respect, the rights of any third party. Except
as set forth on SCHEDULE 5.15, no legal Proceeding has been instituted
against, or notice or claim received by Seller, that alleges that the use
by Seller of the Intellectual Property (or any Intellectual Property or
process) used in Seller's Business infringes upon or otherwise violates
the rights of a third party, other than any such Proceeding or notice or
claim that has been disposed of without the imposition of any continuing
adverse event on the Seller's Business.

(d) PROPRIETARY RIGHTS. Schedule 5.15 identifies each Patent,
Trademark and Copyright owned or used by the Seller. SCHEDULE 5.15 also
sets forth: (i) for each Patent, the issue number, issue date, normal
expiration date (if applicable) and subject matter for each country in
which such Patent has been issued, or, if applicable, the application
number and date of filing for each country, (ii) for each Trademark (A)
the description, the application, serial number or registration number,
the class of goods covered and the issue and expiration or renewal (as
applicable) date for each country in which the Trademark has been applied
for or registered, (B) the description of each Trademark for which
registration has not been sought, (iii) for each registered Copyright,
the application or issue number and the date of filing for each country
in which a Copyright has been registered. True and correct copies of all
Patents, Trademarks and Copyrights (including all pending applications)
evidencing Intellectual Property which have been registered or issued by
a governmental agency to or for the Seller have been provided to the
Purchaser. Except as to applications pending, all of the

Patents, registered Trademarks and registered Copyrights have been
duly and validly issued. All of the pending Patent applications have
been duly filed. SCHEDULE 5.15 also identifies all material licenses
and license rights to which the Seller is a party or pursuant to which
it is bound.

5.16 NO GUARANTIES. Except for the personal guarantees given by
Xxxxxx Xxxxx and Member of certain of Seller's Debt Instruments, none of the
obligations or liabilities of Seller is guaranteed by, or subject to a
similar contingent liability to, any other Person, nor has Seller or Member
guaranteed, or otherwise become contingently liable for, the obligations or
liabilities of any other Person in connection with the Business.

5.17 INVENTORY. Seller conducted a physical inventory on or about
October 31, 1998 in a manner contemplated to properly compile an accurate and
complete inventory count as of such date. All items of Seller's inventory and
related supplies (including raw materials, work-in-process and finished
goods) so counted and included for valuation as of such date are (a)
merchantable, or suitable and usable for the production or completion of
merchantable products, for sale in the Ordinary Course of Business as first
quality goods at normal xxxx-ups, (b) not obsolete or below standard quality,
(c) reflected on the basis of a complete physical count, and (d) valued at
the lower of cost (on a first-in, first-out basis) or market in accordance
with Generally Accepted Accounting Principles. Seller's Assets include a
sufficient but not an excessive quantity of each type of such inventory and
supplies in order to meet the normal requirements of Seller's Business and
operations for a period of not less than one (1) nor more than three (3)
months.

5.18 RECEIVABLES. All receivables of Seller (including accounts
receivable, loans receivable and advances) which are reflected in the Final
Balance Sheet, and all such receivables which will have arisen since the date
thereof, shall have arisen only from bona fide transactions in the ordinary
course of Seller's Business and shall be (or have been) fully collected when
due, net of any amount of allowance for doubtful accounts (bad debt reserve),
without resort to litigation and without offset or counterclaim, in the
aggregate face amounts thereof except to the extent of the normal allowance
for doubtful accounts with respect to accounts receivable computed as a
percentage of sales consistent with marine industry standards.

5.19 BUSINESS DESCRIPTION. Schedule 5.19 contains an accurate and
substantially complete summary description of the name of each material
customer and supplier of Seller, the loss of which might materially and
adversely affect Seller's Business.

5.20 RECORDS. The books of account and other records of Seller are
complete and correct in all material respects and have been maintained in
accordance with sound business practices, and there have been no transactions
involving the Business of Seller which properly should have been set forth
therein and which have not been accurately so set forth. The foregoing does
not apply to or otherwise supplement the representation regarding the
financial statements of Seller.

5.21 REAL ESTATE. SCHEDULE 5.14(a) contains a list of all easements
under which the Seller is benefitted (the "Easements"). With respect to each
parcel of real estate owned by the Seller (the "OWNED REAL ESTATE"), and each
parcel of real estate leased by the Seller (the "LEASED REAL ESTATE")

(the Owned Real Estate and the Leased Real Estate are collectively referred
to herein as the "Real Estate") :

(a) SCHEDULE 5.14(a) contains a complete and accurate legal
description of each parcel of Owned Real Estate and a description of each
written or oral lease regarding Leased Real Estate;

(b) Except as set forth on SCHEDULE 5.21 hereto, there are no
public improvements affecting any parcel of Owned Real Estate or Leased
Real Estate including, but not limited to, water, sewer, sidewalk,
street, alley, curbing, landscaping or related improvements, which have
been commenced and/or completed and for which an assessment has not been
levied against the Real Estate or, to Seller's Knowledge, which may be
levied against the Real Estate after the date of this Agreement;

(c) There are no deferred property Taxes or assessments with
respect to the Real Estate which may or will become due and payable as a
result of the consummation of the transaction contemplated hereby;
PROVIDED, HOWEVER, that certain property tax exemptions described in
SCHEDULE 5.14 granted to Seller by Governmental Bodies may lapse and
expire by reason of this transaction unless renewed or extended by such
Governmental Body pursuant to the application and request of Purchaser.

(d) The Seller is the sole owner in fee simple title of each
parcel of Owned Real Estate and each such parcel is free and clear of any
and all Encumbrances, except (i) those Encumbrances set forth in SCHEDULE
5.21 hereto, (ii) municipal zoning ordinances, recorded Easements for
public utilities and recorded building and use restrictions and
covenants, (iii) general real estate Taxes and installments of special
assessments payable in the year of Closing, and (iv) minor survey
exceptions, licenses, Easements or reservations of, or rights of others
for, oil, gas minerals, ores or metals, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions on the use of real property, minor defects
in title or other similar charges not interfering in any material respect
with the Ordinary Course of Business of the Seller or with the use or
ownership of the Owned Real Estate (collectively the "PERMITTED
ENCUMBRANCES"). The Permitted Encumbrances and those Encumbrances set
forth in SCHEDULE 5.21 hereto do not individually or in the aggregate
materially impair or prohibit the Seller's current use of the Owned Real
Estate;

(e) Except as set forth in SCHEDULE 5.21 hereto, there are no
condemnation Proceedings pending or, to which the Seller has Knowledge,
Threatened with respect to all or any part of any parcel of Real Estate;

(f) To the Seller's Knowledge, except for the Permitted
Encumbrances and those Encumbrances set forth in SCHEDULE 5.21 hereto,
there are no private restrictions, covenants, or reservations which
materially and adversely affect the use or occupancy of all or any part
of any parcel of Owned Real Estate or any of the Easements;

(g) To Seller's Knowledge, and except as set forth on Schedule
5.21 hereto, there are no Applicable Laws requiring repair, alteration or
correction of any existing condition on any parcel of Real Estate and
there are no conditions that could give rise to the same;

(h) To the Seller's Knowledge, except as set forth in SCHEDULE
5.21 hereto, (a) there are no structural, mechanical or other defects of
material significance in any of the buildings, improvements, fixtures and
equipment, including the roof, heating, ventilating, air conditioning,
electrical, plumbing and sanitary disposal systems, located on any parcel
of Real Estate, and (b) all such buildings, improvements, fixtures and
equipment, including the roof, heating, ventilating, air conditioning,
electrical, plumbing and sanitary disposal systems, will be until the
Closing Date, maintained in good repair, working order and condition,
ordinary wear and tear excepted;

(i) Except as set forth in SCHEDULE 5.21 hereto, the
improvements on each parcel of Real Estate and the Seller's use thereof
comply in all material respects with any and all building, zoning,
subdivision, traffic, parking, land use, occupancy, health and other
Applicable Laws (excluding Environmental Laws which are subject to the
representations set forth in Section 5.24) pertaining to the Real Estate
or to the development, construction, management, use and operations of
the improvements thereon;

(j) Except as set forth in SCHEDULE 5.21 hereto, the
improvements located on each parcel of Real Estate, including fences,
driveways and other structures occupied, used or claimed by the Seller,
are wholly within the boundary lines of such parcels of Real Estate and
such improvements and the Seller's present uses thereof do not in any
material respect infringe upon the rights of any other Person;

(k) Except as set forth in SCHEDULE 5.21 hereto, no buildings,
fences, driveways or other structures of any adjoining owner encroach
upon any part of any parcel of Real Estate or any of the Easements; and

(l) Except as set forth in SCHEDULE 5.21 hereto, to the
Knowledge of Seller, the Seller has all operating permits necessary for
the operation of the Business, and all such permits are current, except
where the failure to have any such current operating permit in good order
would not have a Material Adverse Effect on the Seller. To the Knowledge
of Seller, except as set forth in SCHEDULE 5.21, the Seller has all
Easements, or access through public utility easements, on to private
property, construction permits, highway crossing licenses and permits
(and other similar licenses and permits) and right-of-way-licenses
reasonably necessary to conduct the Business, except where the failure to
have any such easement on to private property, construction permits,
highway crossing licenses and permits (and other similar licenses and
permits), and right-of-way licenses would not have a Material Adverse
Effect.

5.22 ABSENCE OF CERTAIN BUSINESS PRACTICES. Neither Seller nor any
officer, employee or agent of Seller, nor any other Person acting on its
behalf, has, directly or indirectly, since inception given or agreed to give
any gift or similar benefit to any customer, supplier, governmental employee
or other Person who is or may be in a position to help or hinder the Business
of Seller (or assist Seller

in connection with any actual or proposed transaction) which (a) might
subject Seller to any damage or penalty in any civil, criminal or
governmental litigation or Proceeding, (b), if not given in the past, might
have had an adverse effect on the Assets, Business or operations of Seller as
reflected in the Financial Statement or (c), if not continued in the future,
might adversely affect Seller's assets, Business, operations or prospects or
which might subject Seller to suit or penalty in any private or governmental
litigation or Proceeding.

5.23 EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. Except as described in SCHEDULE 5.23
hereto, the Seller does not maintain or contribute to any Benefit
Plans. Without limiting the generality of the foregoing provision of
this Section, except as described in SCHEDULE 5.23 hereto, there are
no pension plans, welfare plans or employee benefit plans qualified
under Section 401(a) of the Code to which the Seller is required to
contribute. The Seller does not and will not have any unfunded
Liability for services rendered prior to the Closing Date under any
Benefit Plans. The Seller is not in any material default under any
Benefit Plan. Except as set forth in Schedule 5.23, neither the
Seller, nor any entity now or formerly part of a controlled group with
the Seller, within the meaning of Section 412(c)(11)(B)(ii) of the
Code, maintains or has ever maintained a "defined benefit plan," as
defined in Section 3(35) of ERISA, that is subject to Section 412 of
the Code and Section 302 of ERISA. Except as set forth in SCHEDULE
5.23 hereto, neither the Seller nor any of its "subsidiaries"
contributes to or has any Liability (including but not limited to
withdrawal Liability) with respect to any multi-employer plan (as
defined in Section 4064(a) of ERISA or Section 4001(a)(3) of ERISA).
Other than claims for benefits in ordinary course, there are no
actions, suits, disputes, arbitrations or other material claims
pending or, to Seller's' Knowledge, Threatened with respect to any
Benefit Plan. For purposes of this Section, "subsidiaries" shall
include all corporations and all trades or businesses (whether or not
incorporated) which may be liable for any income Tax, loss of Tax
deduction, excise Taxes, penalties or other similar consequences under
ERISA (as hereinafter defined) or under the Code by reason of its
ownership affiliation with the Seller.

(b) OTHER PLANS. The Seller have made available to the
Purchaser information relating to deferred compensation, incentive
compensation and other fringe benefit plans, if any, sponsored or
maintained by the Seller. Except as set forth in SCHEDULE 5.23, there
are no present or former employees of the Seller who are entitled to
(i) any pensions or other benefits to be paid after termination of
employment, including termination on account of disability (except as
otherwise required under Section 601 of ERISA) or (ii) deferred
compensation payments.

(c) BENEFIT PLAN DOCUMENTS. The Seller has made available to
the Purchaser the following documents, as they may have been amended to
the date hereof, embodying or relating to each Benefit Plan listed in
SCHEDULE 5.23 hereto: (i) all written plan documents for each such
Benefit Plan, including all amendments to each such Benefit Plan, any
related trust agreements, group annuity contracts, insurance policies or
other funding agreements or arrangements; (ii) the most recent
determination letter received from the Internal Revenue Service, if any,
as to the qualified status of any such Benefit Plan under Section 401(a)
of the Code; (iii) the current summary plan description, if any, for each
such Benefit Plan; and

(iv) the most recent annual return/report on form 5500, 5500-C or
5500-R, if any, for each such Benefit Plan.

(d) PROHIBITED TRANSACTIONS. The Seller has not, nor, to the
Seller's Knowledge, has any other "disqualified person" or "party in
interest", as defined in Section 4975(e)(2) of the Code and Section 3(14)
of ERISA, respectively, engaged in a "prohibited transaction," as such
term is defined in Section 4975 of the Code and Section 406 of ERISA,
with respect to any Benefit Plan listed on SCHEDULE 5.23 hereto subject
to ERISA, which could reasonably be expected to subject the Seller to a
material Tax or penalty on prohibited transactions imposed by either
Section 502(i) of ERISA or Section 4975 of the Code. The execution and
delivery by the Seller of this Agreement and the consummation of the
transactions contemplated hereby will not (i) involve any prohibited
transaction within the meaning of Section 406 of ERISA or Section 4975 of
the Code with respect to any Benefit Plan listed on SCHEDULE 5.23 hereto,
or (ii) accelerate the payment of any benefits under any Benefit Plan
listed on SCHEDULE 5.23 hereto.

(e) FIDUCIARY DUTY. To the Seller's Knowledge, any other
fiduciary of any Benefit Plan listed on SCHEDULE 5.23 hereto engaged in
any transaction with respect to such Benefit Plan or failed to act in a
manner with respect to such Benefit Plan which could reasonably be
expected to subject the Seller to any material Liability for a breach of
fiduciary duty under ERISA or any other Applicable Law.

(f) COBRA. The Seller has complied in all material respects
with the coverage continuation requirements of Sections 601 through 609
of ERISA, Section 5980B of the Code, and the requirements of any similar
state law regarding continued insurance coverage, and the Seller has
incurred no material Liability with respect to its failure to offer or
provide continued coverage in accordance with the foregoing requirements,
nor is there any suit pending, or to the Seller's Knowledge, Threatened,
with respect to such requirements.

(g) TRIGGERING OF OBLIGATION AND OTHER BINDING COMMITMENTS.
Except as set forth in SCHEDULE 5.23, the consummation of the
transactions contemplated by this Agreement will not entitle any current
or former employee of the Seller to severance pay, unemployment
compensation or any other payment, or accelerate the time of payment or
vesting, or increase the amount of compensation due to any such employee
(other than Member, which amount if any shall not be payable by
Purchaser) or former employee. Notwithstanding the foregoing, Purchaser
acknowledges and agrees that it will enter into an employment agreement
with Xxxxxxxx X. Xxxxxx on the Closing Date and shall be obligated
pursuant to the terms contained therein.

5.24 ENVIRONMENTAL MATTERS.

(a) Except as set forth in SCHEDULE 5.24 hereto, to the
Knowledge of Seller, the Seller has never generated, transported, stored,
handled, disposed of or contracted for the disposal of any Hazardous
Materials. Except as set forth in SCHEDULE 5.24 hereto, to the Knowledge
of Seller, no employee of the Seller has, in the course and scope of
employment with the Seller, been exposed to any Hazardous Materials in
such a manner as to be harmed

thereby (whether such harm is now known to exist or will be discovered
in the future). Except as set forth on SCHEDULE 5.24 hereto, the
Seller is not listed as a potentially responsible party under CERCLA
or any comparable or similar U.S. federal or state statute, the Seller
has not received notice of such a listing and the Seller have no
Knowledge of any facts or circumstances which could give rise to such
a listing.

(b) Except as set forth on SCHEDULE 5.24 hereto, the Real
Estate has been operated by the Seller and to Seller's Knowledge is in
compliance in all material respects with all Applicable Laws, including
Environmental Laws and all Applicable Laws relating to underground and/or
above ground petroleum storage tanks. Except as set forth on SCHEDULE
5.24 hereto, the Seller otherwise complies in all material respects with
all Environmental Laws. Seller has obtained or has taken appropriate
steps, as required by Environmental Laws and Applicable Laws, to obtain
all environmental, health and safety permits, consents, approvals,
licenses and other authorizations necessary for the ownership and
operation of the Business, all of the permits and other such
authorizations are in good standing, and the Seller is in compliance in
all material respects with such permits and other such authorizations.
Except as set forth in SCHEDULE 5.24, and to Seller's Knowledge, the Real
Estate is free of any and all Environmental Conditions and Hazardous
Materials and is not subject to any Environmental Claim or "Super-Fund"
type Encumbrances by any Person arising from the release or Threatened
release of any Hazardous Materials in, on, about or under the Real
Estate.

(c) All of the third parties with which the Seller has
arranged, engaged or contracted to accept, treat, transport, store,
dispose or remove any pollutant generated or present at the Real Estate,
or which otherwise participate or have participated in activities or
conduct related to the Real Estate or the Business, were properly
permitted at the relevant time to perform the foregoing activities or
conduct.

(d) There are not currently and never have been any xxxxx or
underground and/or above ground storage tanks (whether or not currently
in use) on any parcel of Real Estate and, to the extent such xxxxx or
tanks are described in SCHEDULE 5.24, all such xxxxx and tanks are, in
sound condition and are not leaking.

(e) No part of any parcel of Real Estate is now being used, nor
to Seller's Knowledge has any parcel of Real Estate ever been used, as a
landfill, dump or other disposal, storage, transfer, treating or handling
area for any Hazardous Materials, or as a gasoline service station or a
facility for selling, dispensing, storing, transferring, treating or
handling Hazardous Materials.

(f) Except as set forth in SCHEDULE 5.24 hereto, to Seller's
Knowledge, Seller is not subject to any investigation, nor has the
Seller received any written notification within the past two years of
any judicial or administrative Proceeding, notice, Order, judgment,
decree or settlement, alleging or addressing (i) any violation of
Environmental Laws or (ii) any Environmental Claims or liabilities and
costs arising from the release or Threatened release of any Hazardous
Materials. To the Knowledge of Seller, there has been no release of
any

Hazardous Materials in a reportable quantity under Environmental Laws
at, to or from the Real Estate.

(g) Except as set forth in SCHEDULE 5.24 hereto, to Seller's
Knowledge, there is not constructed, placed, deposited, stored, disposed
or located on the Real Estate any asbestos in any form.

(h) Except as set forth in SCHEDULE 5.24 hereto, to Seller's
Knowledge, there is not constructed, placed, deposited, stored, disposed
nor located on the Real Estate any polychlorinated biphenyls ("PCBs") or
transformers, capacitors, ballasts, or other equipment which contain
dielectric fluid containing PCBs.

(i) Except as set forth in SCHEDULE 5.24 hereto, there is not
constructed, placed, deposited, stored, disposed nor located on the Real
Estate any insulating material containing urea formaldehyde.

(j) As used in this Agreement including Section 12.8 hereof,
the terms "Environmental Claims", "Environmental Conditions",
"Environmental Laws" and "Hazardous Materials" shall be defined as
follows:

(i) "Environmental Claims" shall mean administrative,
regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of non-compliance or violation,
investigations or Proceedings, consent decrees, judgments,
administrative Orders or agreements, arising under any
Environmental Law or any permit issued under any such Law,
including (A) Environmental Claims by Governmental Agencies for
enforcement, cleanup, removal, response, remedial or other actions
or Damages pursuant to any applicable Environmental Law, and (B)
Environmental Claims by any third party seeking Damages or
injunctive relief resulting from Environmental Conditions or
arising from alleged injury or threat of injury to health, safety
or the environment.

(ii) "Environmental Conditions" shall mean the presence
or introduction into the environment of any Hazardous Materials
(and any resulting air, soil, groundwater or surface water
contamination without regard to location to which such resulting
contamination has migrated or spread) as a result of which the
Seller has or may become liable to any Person or by reason of
which the Seller or any assets of the Seller may suffer or be
subjected to any Encumbrance or Losses.

(iii) "Environmental Laws" shall mean all Applicable Laws
and any Order that (A) regulates or relates to the protection or
clean-up of the environment; the use, treatment, generation,
storage, transportation, handling, disposal or release of
Hazardous Materials, the preservation or protection of waterways,
groundwater, drinking water, air, wildlife, plants or other
natural resources; or the health and safety of Persons or
property, including protection of the health and safety of
employees insofar as such health and safety laws may apply to
matters affecting the natural environment; or (B) imposes
Liability with respect to any of the foregoing, including

without limitation CERCLA; RCRA; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. Section 1251 ET SEQ.; the
Toxic Substances Control Act, 15 U.S.C. Section 2601 ET SEQ.;
the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the Safe
Drinking Water Act, 42 U.S.C. Section 300f ET SEQ.; the Oil
Pollution Act of 1990, 33 U.S.C. Section 2701 ET SEQ.; and the
Occupational Safety and Health Act of 1970, as amended, as it
applies to an effect upon the natural environment, 29 U.S.C.
Section 651 ET SEQ.; or any other federal, state or local law
of similar effect, each as amended from time to time.

(iv) "Hazardous Materials" shall mean (A) any petroleum
or petroleum products, asbestos in any form, and polychlorinated
biphenyls; (B) any radioactive substance; (C) any toxic,
infectious, reactive, corrosive, ignitible or flammable chemical
or chemical compound; and (D) any chemicals, materials or
substances, whether solid, liquid or gas defined as or included in
the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous wastes," "restricted
hazardous wastes," "toxic substances," "toxic pollutants," or
words of similar import, under any applicable Environmental Law.

5.25 DEBT INSTRUMENTS. SCHEDULE 5.25 is a true, correct and complete
list showing the names of the parties and outstanding indebtedness as of the
respective dates set forth on SCHEDULE 5.25 under all mortgages, indentures,
notes, guarantees and other obligations for or relating to borrowed money,
purchase money debt (including conditional sales contract and capital leases) or
covenants not to compete (the "Debt Instruments") for which the Seller is
primarily or secondarily obligated. The Seller has previously delivered to
Purchaser true, complete and correct copies of each of the Debt Instruments.
Except as described in SCHEDULE 5.25, Seller has performed all of the material
obligations required to be performed by it, and is not in material breach or
default under any of the provisions of any of the Debt Instruments, and there
has not occurred any event which, (with or without notice, lapse of time or the
happening or occurrence of any other event) would constitute such a breach or
default.

5.26 RELATIONSHIP WITH RELATED PERSONS. Except as set forth in
SCHEDULE 5.26 hereto, the Member, members of any governing body, officers,
and employees of the Seller and their Related Persons do not have any
interest in any of the properties or assets of the Seller (other than the
interest conferred under law solely as a consequence of a Person's status as
a member of Seller) and, to the Seller's Knowledge, do not own, of record or
as a beneficial owner, an equity interest or any other financial or profit
interest in any Person that (i) has had business dealings or a material
financial interest in any transaction with the Seller or, (ii) has engaged or
is engaged in competition with the Seller with respect to any line of
products or services of the Seller in any market presently served by the
Seller (a "Competing Business") (except for less than five percent (5%) of
the outstanding capital stock of any Competing Business that is publicly
traded on any recognized exchange or in the over-the-counter market). To the
Knowledge of the Seller, and except as set forth on SCHEDULE 5.26 hereto, no
Member, member of a governing body, or officer of the Seller and none of
their Related Persons is a party to any Contract with, or has any claim or
right against, the Seller, other than the rights officer and members of a
governing body of the Seller have with respect to indemnification under state
law. All money owed by the Seller to its Member, member of a governing body,
or officers, or their Related Persons, (other than for salary) are for bona
fide debts and are set forth in SCHEDULE 5.26 hereto.

5.27 LABOR MATTERS. SCHEDULE 5.14 contains a list of all collective
bargaining agreements to which the Seller is a party. Except as set forth in
SCHEDULE 5.27, since inception of Seller, Seller has not experienced any
attempt to organize any of its employees of collectively bargaining or
entering into a labor contract on behalf of such employees. As of the date
hereof, there is no employee activity which may be adverse to Seller,
including labor strikes or disturbances, pending or, to the Knowledge of
Seller, Threatened against Seller. Except as set forth on SCHEDULE 5.27,
there are no disputes or grievances subject to any grievance procedure,
unfair labor practice proceedings, arbitration or litigation under such
agreements, or as a result of such attempts to organize, which have not been
finally resolved, settled or otherwise disposed of. Seller is in compliance
in all material respects with all Applicable Laws respecting employment
practices, employment documentation, terms and conditions of employment and
wages and hours. There are no labor practice charges or complaints against
or affecting Seller pending before any applicable Governmental Body and, to
the Knowledge of Seller, there are no material facts or information which
would have a reasonable probability of giving rise thereto.

5.28 YEAR 2000 COMPLIANCE. All software used or developed by Seller
in the Business, third party software, computer, communications, electronic
or other hardware or equipment, including any imbedded software or firmware,
used in the Business will correctly recognize, calculate, sort, store,
display or otherwise process data involving dates prior to, during or after
the year 2000, and no operation or functionality problems will exist with
respect to the approach, occurrence or passing of the calendar date January
1, 2000.

5.29 DISCLOSURE. No representation or warranty by Seller contained
in this Agreement, nor any statement or certificate furnished or to be
furnished by Seller or Member to Purchaser or its representatives in
connection herewith or pursuant hereto, contains or will contain any untrue
statement of a material fact, or omit or will omit to state any material fact
required to make the statements herein or therein contained not misleading or
necessary in order to provide a prospective purchaser of the Business of the
Seller with adequate information as to Seller and its condition (financial
and otherwise), properties, assets, liabilities, Business and prospects, and
Seller and Member have disclosed to Purchaser in writing all material adverse
facts known to them relating to the same. The representations and warranties
contained in this Article V or elsewhere in this Agreement or any document
delivered pursuant hereto shall not be affected or deemed waived by reason of
the fact that Purchaser and/or its representatives knew or should have known
that any such representation or warranty is or might be inaccurate in any
respect.

ARTICLE VI

PURCHASER'S REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser represents and
warrants to Seller as follows:

6.1 ORGANIZATION. Purchaser is a limited liability company
organized, existing and in good standing under the laws of Delaware and has
full power and authority to enter into this Agreement and the related
agreements referred to herein and to carry out the transactions contemplated
by this

Agreement and to carry on its Business as now being conducted and to own,
lease or operate its properties.

6.2 AUTHORIZATION AND APPROVAL OF AGREEMENT. All Proceedings or
action required to be taken by Purchaser relating to the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby shall have been taken at or prior to the Closing.

6.3 EXECUTION DELIVERY AND PERFORMANCE OF AGREEMENT. Neither the
execution, delivery nor performance of this Agreement by Purchaser will, with
or without the giving of notice or the passage of time, or both, conflict
with, result in a default, right to accelerate or loss of rights under, or
result in the creation of any lien, charge or Encumbrance pursuant to, any
provision of Purchaser's certificate of incorporation or by-laws or any
franchise, mortgage, deed of trust, lease, license, agreement, understanding,
law, ordinance, rule or regulation or any Order, judgment or decree to which
Purchaser is a party or by which it may be bound or affected. Purchaser has
full power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby, all Proceedings required to be taken by
Purchaser to authorize the execution, delivery and performance of this
Agreement and the agreements relating hereto, have been properly taken and
this Agreement constitutes a valid and binding obligation of Purchaser.

6.4 LITIGATION. There is no legal action, suit, arbitration,
governmental investigation or other legal or administrative Proceeding, nor
any Order, decree or judgment in progress, pending or in effect, or to the
Knowledge of Purchaser Threatened, against or relating to Purchaser in
connection with or relating to the transactions contemplated by this
Agreement, and Purchaser does not know or have any reason to be aware of any
basis for the same.

ARTICLE VII

PRECLOSING COVENANTS

7.1 CONDUCT OF BUSINESS PRIOR TO CLOSING.

(a) Prior to the Closing, Seller shall conduct its Business and
affairs only in the ordinary course and consistent with its prior
practice and shall maintain, keep and preserve its assets and properties
in good condition and repair and maintain insurance thereon in accordance
with present practices, and Seller and Member will use their best efforts
(i) to preserve the Business and organization of Seller intact, (ii) to
keep available to Purchaser the services of Seller's present officers,
employees, agents and independent contractors, (iii) to preserve for the
benefit of Purchaser the goodwill of Seller's suppliers, customers,
landlords and others having business relations with it, (iv) to cooperate
with Purchaser and use reasonable efforts to assist Purchaser in
obtaining the consent of any landlord or other party to any lease or
contract with Seller where the consent of such landlord or other party
may be required by reason of the transactions contemplated hereby and (v)
to cooperate with Purchaser in its efforts to obtain the financing of the
Cash Consideration. Without limiting the generality of the foregoing,
prior to the Closing Seller will not without Purchaser's prior written
approval:

(i) change its certificate of organization or other
governing documents or merge or consolidate or obligate itself to
do so with or into any other entity;

(ii) enter into any contract, agreement, commitment or
other understanding or arrangement except for those of the type
which would not have to be listed and described under subparagraph
(j) of Section 5.14 above; or

(iii) with the exception of the redemption or purchase of
the interests of certain members of Seller, perform, take any
action or incur or permit to exist any of the acts, transactions,
events or occurrences of the type (A) described in subparagraphs
(a), (b), (c), (d), (e), (h), (i), (j), (k), (l), (m), (n), (p) or
(q) of Section 5.10 of this Agreement which would have been
inconsistent with the representations and warranties set forth
therein had the same occurred after the Balance Sheet Date and
prior to the date hereof or (B) described in Section 5.3 of this
Agreement which would be required to be set forth on SCHEDULE 5.3
hereof.

(b) Seller shall give Purchaser prompt written notice of any
change in any of the information contained in the representations and
warranties made in Article V or elsewhere in this Agreement or the
Schedules referred to herein which occurs prior to the Closing.

(c) Seller shall, and Member will cause Seller to, consult with
and follow the recommendations of Purchaser with respect to (i) the
cancellation of contracts, agreements; commitments or other
understandings or arrangements to which Seller is a party, including,
without limitation, purchase orders for any item of inventory and
commitments for capital expenditures or improvements, (ii) the
commencement in one or more of Seller's locations of the orderly and
gradual discontinuance of particular items or operations and (iii)
purchasing, pricing or selling policy including, without limitation,
selling merchandise at discounts; PROVIDED, HOWEVER, that nothing
contained in this subsection (c) shall require Seller to take or fail to
take any action that, in Seller's reasonable judgment, is likely to give
rise to a substantial penalty or a claim for damages by any third party
against Seller, or is likely to result in losses or reduced profits to
Seller, or is otherwise likely to prejudice in any material respect or
unduly interfere with the conduct of Seller's Business and operations in
the ordinary course consistent with prior practice, or is likely to
result in a breach by Seller of any of its representations, warranties or
covenants contained in this Agreement (unless any much breach is first
waived in writing by Purchaser).

7.2 ACCESS TO INFORMATION AND DOCUMENTS. Upon reasonable notice
and during regular business hours, Seller will give Purchaser and Purchaser's
attorneys, accountants and other representatives full access to Seller's
personnel and all properties, documents, contracts, books and records of
Seller and will furnish Purchaser with copies of such documents (certified as
complete and correct by Seller's officers if so requested) and with such
information with respect to the affairs of Seller as Purchaser may from time
to time request, and Purchaser will not improperly disclose the same prior to
the Closing. Any such furnishing of such information to Purchaser or any
investigation by Purchaser shall not affect Purchaser's right to rely on any
representations and warranties made in this Agreement or in connection
herewith or pursuant hereto.

7.3 EMPLOYMENT AGREEMENTS. At the Closing, Purchaser will execute
and deliver, and Seller and Member will make best efforts to cause certain
employees of Seller to execute and deliver, the employment agreements with
Xxxxxxxx X. Xxxxxx (in the form of Exhibits C) and certain other management
employees mutually agreed upon by the parties.

7.4 DIRECTORS AND MEMBER AUTHORIZATION; CHANGE OF SELLER NAME.

(a) At or prior to the Closing, Seller will deliver to
Purchaser a copy of the resolutions of its management committee and the
resolutions or consents of the Member, together with any and all required
resolutions or consents of the shareholders thereof, approving the
execution and delivery of this Agreement and the consummation of all of
the transactions contemplated hereby, duly certified by an officer of
Seller.

(b) At least ten (10) days prior to the Closing, Seller and the
Member will deliver to Purchaser a duly executed and acknowledged
certificate of amendment to Seller's Articles of Organization or other
appropriate document which is required to change Seller's corporate name
to a new name bearing no resemblance to its present name so as to make
Seller's present name available to Purchaser. Purchaser is hereby
authorized to file such certificate or other document (at Seller's
expense) in order to effectuate such change of name at or after the
Closing as Purchaser shall elect.

7.5 NON-COMPETITION AGREEMENT. Seller and Member shall execute and
deliver to Purchaser at or prior to the Closing a Non-Competition and
Continuity of Business Dealings Undertaking in the form of Exhibit D annexed
hereto.

7.6 ENCUMBRANCES. Seller shall not, directly or indirectly,
perform or fail to perform any act which could reasonably be expected to
result in the creation or imposition of any Encumbrance on any of the
properties or assets of Seller or otherwise adversely affect the
marketability of the Seller's title to any of its properties or assets.

7.7 PAY INCREASES. Except normal increases in the Ordinary Course
of Business, the Seller shall not, without the prior written consent of
Purchaser, grant any increase in the salaries or rate of pay to any of its
employees, grant any increase in any benefits or establish, adopt, enter
into, make any new grants or awards under, or amend any collective bargaining
agreement, employment agreement or Benefit Plan for the benefit of any of its
employees.

7.8 RESTRICTIONS ON NEW CONTRACTS. Except with the prior written
consent of the Purchaser, which consent shall not be unreasonably withheld,
delayed or conditioned, the Seller shall not enter into any contract, incur
any Liability, assume, guarantee or otherwise become liable or responsible
for any Liability of any other Person, make any loans, advances or capital
contributions to any other Person (except for extensions of credit to its
customers in the Ordinary Course of Business), or waive any right or enter
into any other transaction, in each case other than in the Ordinary Course of
Business and consistent with the Seller's normal business practices. Without
limiting the foregoing, for the purposes of this Agreement, any contract
involving the sum of $25,000 or more shall be deemed to be outside the
Ordinary Course of Business.

7.9 PRESERVATION OF BUSINESS. Seller shall use reasonable efforts
to preserve its Business organization intact, to keep available to Purchaser
the present employees of Seller and to preserve for Purchaser the present
goodwill and relationship of Seller with its vendors, suppliers, customers
and others having business relationships with Seller.

7.10 PAYMENT AND PERFORMANCE OF OBLIGATIONS. Seller shall timely pay
and discharge all invoices, bills and other monetary Liabilities when due.

7.11 RESTRICTIONS ON SALE OF ASSETS. Seller shall not sell, assign,
transfer, lease, sublease, pledge or otherwise encumber or dispose of any of
its properties or assets, except for the sale of inventory in the Ordinary
Course of Business and at regular prices.

7.12 PROMPT NOTICE. Seller shall promptly notify Purchaser in
writing upon becoming aware of any of the following: (i) any claim, demand
or other Proceeding that may be brought, Threatened, asserted or commenced
against Seller, its officers or directors; (ii) any changes in the accuracy
of the representations and warranties made by Seller or any Member in this
Agreement; (iii) any Injunction or any complaint praying for an Injunction
restraining or enjoining the consummation of the transactions contemplated
hereby; or (iv) any notice from any Person of its intention to institute an
investigation into, or institute a Proceeding to restrain or enjoin the
consummation of the transactions contemplated hereby or to nullify or render
ineffective this Agreement or such transactions if consummated.

7.13 CONSENTS. As soon as reasonably practicable and in any event
on or before the Closing Date, Seller will use reasonable efforts to obtain
or cause to be obtained all of the consents and approvals of all Persons
necessary for the Seller to consummate the transactions contemplated hereby,
including the consents and approvals required under any contract or agreement.

7.14 COPIES OF DOCUMENTS. Seller agrees that as soon as reasonably
possible following the execution hereof, it shall furnish or make available
to Purchaser a true, complete and accurate copy of each Operating Contract
and any additional Contract listed on SCHEDULE 5.14 hereto.

7.15 NO SOLICITATION OF OTHER OFFERS. Seller will not, and will not
permit its Member, representatives, investment bankers, agents and
Affiliates to, directly or indirectly, (i) solicit or encourage submission of
or any inquiries, proposals or offers by, (ii) participate in any
negotiations with, (iii) afford any access to the properties, books or
records of the Seller to, (iv) accept or approve, or (v) otherwise assist,
facilitate or encourage, or enter into any Contract with, any Person or group
(other than Purchaser and its Affiliates, agents and representatives), in
connection with any Acquisition Proposal. In addition, the Seller will not,
and will not permit its Member, representatives, investment bankers, agents
and Affiliates to, directly or indirectly, make or authorize any statement,
recommendation or solicitation in support of any Acquisition Proposal made by
any Person or group (other than Purchaser). In addition, Seller will
immediately cease any and all existing activities, discussions or
negotiations with any parties with respect to any of the foregoing.
"Acquisition Proposal" means any proposal relating to the possible
acquisition of the Seller either by way of merger, purchase of capital stock
of Seller, purchase of all or substantially all of the assets of Seller, or
otherwise.

7.16 ACCOUNTS RECEIVABLE AND PAYABLE. Seller shall not accelerate
the collection of its accounts receivable or delay the payments of its
accounts payable or other Liabilities, in each case arising out of the
operation of the Business in a manner which would be inconsistent with past
practice.

7.17 INVENTORY. Seller shall maintain the levels of inventory,
materials and supplies used in the Business consistent with past practice.

7.18 INSURANCE. Seller shall maintain in full force and effect all
insurance coverages for the Seller's properties and assets substantially
comparable to coverages existing on the date hereof.

7.19 FILING REPORTS AND MAKING PAYMENTS. Seller shall timely file
all required reports and notices with each and every applicable Governmental
Body and timely make all payments due and owing to each such Governmental
Body, including, but not by way of limitation, any filings, notices and/or
payments required by reason of the transactions contemplated by this
Agreement.

7.20 CAPITAL EXPENDITURES. Seller shall not make any capital
expenditures in excess of $10,000 individually or $25,000 in the aggregate
without the Purchaser's prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned.

7.21 MONTHLY FINANCIAL STATEMENTS. Within thirty (30) days of the
close of each month, Seller shall deliver to Purchaser a balance sheet and
income statement for disclosing the financial position and results of
operations of Seller for the preceding month and year-to-date which shall be
prepared on a basis consistent with the Financial Statements identified on
SCHEDULE 5.7 hereof and consistent with the prior months and year-to-date
Financial Statements.

7.22 TITLE REVIEW. As of the Closing Date, the Purchaser shall
have, and in proceeding to close has, reviewed and approved, except for its
reasonable objections thereto described in Schedule 5.21 hereof, which shall
be prepared at or prior to the Closing and after the execution date of this
Agreement, the preliminary title commitments and surveys with respect to the
condition and status of the Real Estate. Seller shall cure and/or indemnify
to the reasonable satisfaction of Purchaser, in accordance with the
provisions of Article VIII of this Agreement, such reasonable objections to
title which Purchaser has designated for such cure under Article VIII of this
Agreement.

7.23 LITIGATION. From the date hereof and through the Closing Date,
the Seller will notify the Purchaser in writing of any actions or Proceedings
of the type required to be described in Section 5.11 of this Agreement, that,
from the time hereof, are, to the Seller's Knowledge, Threatened or commenced
against the Seller or against any officer, director or employee of the Seller
relating to the Business or the Seller.

7.24 DISCONTINUED OPERATIONS AND ENVIRONMENTAL CONDITIONS INSURANCE
COVERAGE.

(a) DISCONTINUED OPERATIONS (TAIL) INSURANCE COVERAGE.
Purchaser shall purchase and maintain a discontinued operations (tail)
insurance policy or policies for a period of time to be determined in its
discretion at such coverages and coverage levels and with an insurer to
be determined by Purchaser, which policy or policies shall insure
Purchaser against any and

all liability, including products liability, for, at a minimum, all
acts, occurrences and omissions of Seller arising from, in connection
with or incident to, without limitation, the design, manufacture,
marketing, product branding, distribution or sale of any and all
Seller Products, or Seller workmanship, prior to and including the
Closing Date. Such policy or policies of insurance shall be
applicable to direct Losses and Losses arising from or in connection
with any and all third party claim(s). Seller and Purchaser agree
that (i) Seller shall be responsible and liable for any and all Losses
arising from such claims and Proceedings the factual basis for which
arose in any way from the manufacture of Seller Product on or prior to
the Closing Date and (ii) Purchaser shall be responsible and liable
only for Losses arising from claims and Proceedings the factual basis
of which arises only from Purchaser's manufacture of products after
the Closing Date.

(b) ENVIRONMENTAL CONDITIONS INSURANCE COVERAGE. Purchaser
shall purchase and pay all premiums arising from an environmental
conditions insurance policy or policies which will insure Purchaser for a
period of at least two (2) years following the Closing Date against
certain insurable losses, to be determined by Purchaser in its sole
discretion, from any Environmental Condition that arises from, in
connection with or incident to the ownership and/or operation by
Purchaser of the Owned Real Estate transferred to Purchaser pursuant to
this Agreement.

7.25 PHYSICAL INVENTORY AS OF OCTOBER 31, 1998. On or about October
29 and 30, 1998 Seller shall have conducted a comprehensive physical
inventory of all inventory items and supplies of Seller (the "Physical
Inventory"). Seller shall have accurately counted and properly priced and
costed the Physical Inventory in accordance with Generally Accepted
Accounting Principles. Purchaser and its representatives will review and test
the Physical Inventory count and shall test the pricing, extension and final
calculation of the Physical Inventory. The Physical Inventory shall be
determined and valued in accordance with Generally Accepted Accounting
Principles and shall include only those inventory items of Seller that are
good, useable and merchantable quality, and shall not include obsolete,
damaged or discontinued items, nor shall any inventory be valued if such
inventory does not meet quality control standards applicable to Seller's
Business or the marine industry. Purchaser shall determine, in its sole
discretion, whether it is satisfied with the value, quantity and quality of
the Physical Inventory and Seller's report, which report shall include all
necessary or required supporting documentation used, prepared or obtained in
connection with the Physical Inventory.

7.26 NOTIFICATION OF MISREPRESENTATION. Member and Seller agree to
promptly notify the Purchaser in writing of any material inaccuracy or
misrepresentation made by Seller in this Agreement of which Member or the
Seller becomes aware prior to the Closing Date and which could result in a
Material Adverse Effect with respect to the Seller. Purchaser agrees to
promptly notify the Seller in writing of any material inaccuracy or
misrepresentation made by the Purchaser in this Agreement of which the
Purchaser becomes aware prior to the Closing Date and which could result in a
Material Adverse Effect with respect to the Purchaser.

ARTICLE VIII

CONDITIONS TO PURCHASER'S OBLIGATIONS

Unless waived by Purchaser in writing, each and every obligation of
Purchaser to be performed at the Closing shall be subject to the satisfaction
at or prior thereto of each and all of the following conditions precedent:

8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties made by Seller in this Agreement, including
the documents, instruments and agreements to be executed and/or delivered by
Seller pursuant to this Agreement, shall be true and correct in all material
respects at and as of the Closing with the same force and effect as though
such representations and warranties had been made or given at and as of the
Closing.

8.2 COMPLIANCE WITH COVENANTS AND AGREEMENTS. Seller and Member
shall have performed and complied with all of their respective covenants,
agreements and obligations under this Agreement which are to be performed or
complied with by them at or prior to the Closing, including the execution
and/or delivery of the documents, instruments and agreements specified in
Section 4.1 hereof, or in such documents, instruments and agreements, all of
which shall be reasonably satisfactory in form and substance to counsel for
Purchaser.

8.3 NO MATERIAL ADVERSE EFFECT. As of the Closing Date, nothing
shall have occurred which, in the sole judgment of Purchaser could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

8.4 APPROVAL BY COUNSEL. All actions, Proceedings, instruments and
documents required of Seller or Member to carry out the transactions
contemplated by this Agreement or incidental thereto and all other related
legal matters shall have been reasonably satisfactory to and approved by
counsel for Purchaser, and such counsel shall have been furnished with such
certified copies of actions and Proceedings and such other instruments and
documents as they shall have reasonably requested.

8.5 LEGAL OPINION. Purchaser shall have received an opinion from
the counsel for the Seller and its Member, dated as of the Closing Date, in
form and substance satisfactory to the Purchaser in Purchaser's reasonable
commercial discretion.

8.6 COMPANY ACTION. Purchaser shall have received (a) a
certificate of the Secretary of Seller as to the incumbency and signatures of
the officers and directors, and (b) a good standing certificate of existence
issued by the Secretary of State of the State of Kansas and any other
jurisdiction in which Seller is qualified to or required to be qualified to
do business and (c) if available from any Governmental Body, of the State of
Kansas, a Tax clearance certificate in a form acceptable to counsel to
Purchaser.

8.7 ENVIRONMENTAL AUDIT. Subject to the other provisions contained
in this Section, Seller shall permit Purchaser or any reasonably qualified
environmental consultant designated by Purchaser (the "ENVIRONMENTAL
AUDITOR") to conduct a Phase I environmental audit, and, if determined by the
Purchaser, in its sole discretion, to be necessary, a Phase II environmental
audit (collectively, the

"AUDIT") of the Real Estate prior to Closing. Beginning immediately after
the execution hereof, the Environmental Auditor shall have full and free
access to the Real Estate, upon reasonable notice. Purchaser shall pay all
fees and expenses of the Environmental Auditor. Purchaser shall have the
right to conduct soil borings, install monitoring xxxxx and to otherwise test
the Real Estate to its sole satisfaction. Purchaser shall have the
undisputed and sole right, in its absolute discretion, to terminate this
Agreement if the Audit discloses facts or conditions (i) that purportedly
violate or with substantial likelihood could violate any Applicable Laws or
that disclose a material Environmental Condition, (ii) which could reasonably
be expected to have a Material Adverse Effect on the Seller or Purchaser, or
(iii) that are inconsistent in any material respect with the representations
and warranties of the Seller set forth herein. In the event Purchaser
receives a written Audit report(s), and any supplements or amendments
thereto, full and complete copies of such Audit report and its supplements or
amendments, if any, shall be promptly provided to Seller.

8.8 TITLE MATTERS; SURVEYS.

(a) As soon as practicable following the execution hereof,
Seller shall provide to Purchaser A.L.T.A. Form 1992 title insurance
commitments from Chicago Title Insurance Company for each parcel of Owned
Real Estate to be purchased by Purchaser hereunder agreeing to insure
title of owner as the case may be, in an amount equal to the value of
each such parcel (however, in any case, not to exceed $2 million) as set
forth in the Asset Acquisition Statement schedule prepared by the parties
in accordance with Section 2.3 hereof, with standard exceptions waived,
together with copies of all documents mentioned in said title insurance
commitments. In each case, the amounts purchased shall be increased as
necessary to comply with co-insurance provisions of the policies or to
qualify for waivers or "agreed-amount" endorsements. Seller also agrees
to procure for Purchaser Owner's policies of title insurance, as
applicable, on A.L.T.A. Form 1992 for each parcel of such Owned Real
Estate. Seller shall bear the cost of obtaining the title insurance
commitments and Seller shall pay the cost of the title insurance
policies. The policies shall include waivers of the co-insurance clause
reasonably acceptable to Purchaser. Purchaser shall be allowed twenty
(20) business days after receipt of complete commitments (including
copies of documents mentioned therein and surveys relating thereto, if
applicable) for the examination thereof and the making and delivering of
any written objections to the marketability of title. If no title
objections are made within such period, such objections shall be deemed
to have been waived by Purchaser. If any written reasonable objections
to the marketability of title to any parcel of Real Estate are made by
Purchaser within said twenty (20) day period, Seller shall use its
reasonable best efforts, at its sole cost and expense, to cure said
marketable title objections within thirty (30) days after said objections
have been raised. If title to the Real Estate is not made marketable to
Purchaser's reasonable satisfaction within such thirty (30) day period
then Purchaser shall have the right for a period of ten (10) business
days to terminate this Agreement by giving written notice of termination
to Seller. If no such termination notice is provided by Purchaser,
Purchaser's right of termination hereinabove shall be deemed waived.

(b) Seller shall provide, at its expense, surveys of each
parcel of Real Estate. Purchaser shall have the right to make written
objections to title based upon any such survey within twenty (20) days
after delivery of a copy of the survey to Purchaser, and any such
objections to title shall be treated in the same manner as objections to
title.

8.9 DUE DILIGENCE. Purchaser shall (a) have received all due
diligence information and documentation requested from Seller and/or the
Member, (b) have completed all due diligence investigation (including,
without limitation those related to title and Environmental Conditions) and
(c) be satisfied, in its sole discretion, with its investigation of the
Seller.

8.10 PURCHASER FINANCING. Purchaser shall have received a firm
commitment for financing of the transactions contemplated hereunder and the
consent of its lender(s) to enter into the transactions, if required under
any lender loan documents.

8.11 DELIVERIES AT CLOSING. Seller and/or the Member, as
applicable, shall have delivered all documents and instruments, and all other
written matter, required pursuant to the terms of this Agreement to be
delivered at or prior to the Closing.

8.12 PROCEEDINGS. No Proceeding before any Governmental Body or
other Person shall be pending, challenging or seeking to make illegal, to
delay materially or otherwise directly or indirectly (a) restrain or prohibit
the consummation of the transactions contemplated hereby, or (b) seeks
material damages or adverse conditions.

8.13 CONSENTS AND REMOVAL OF LIENS. Seller shall have obtained
consents to the assignment and continuation of all contracts and agreements
which, in the reasonable judgment of Purchaser or its counsel, require such
consents, including appropriate binders or consents as to policies of
insurance to be assigned to Purchaser under this Agreement. The Seller shall
have obtained satisfaction and discharge of all Encumbrances, and shall have
obtained all governmental and private authorizations that Purchaser deems
necessary or desirable in order to own and operate and conduct the Business
of Seller, in Purchaser's hands, substantially on the basis heretofore owned,
operated and conducted, and as proposed to be owned, operated and conducted
by Purchaser.

8.14 GOVERNMENTAL ASSISTANCE. All commitments and other
assurances regarding the Industrial Revenue Development Bonds desired by
Purchaser from the applicable Governmental Body of the Junction City, Kansas
(or any quasi governmental authorities) shall be, to Purchaser's
satisfaction, granted or otherwise obtained, preserved or transferred, as
applicable, in their entirety to Purchaser in a writing legally sufficient,
in the opinion of Purchaser's counsel, to bind such authority.

8.15 PERIMETER REAL ESTATE OPTION AND OTHER RIGHTS WITH RESPECT TO
REAL ESTATE. Seller shall execute an agreement (the terms of which shall be
acceptable to counsel to Purchaser) that provides, at a minimum, Purchaser
with the exclusive right (a) to lease and/or purchase the eighty (80) acres
of (or any part thereof) perimeter property adjacent to Seller's Junction
City, Kansas operating facility legally described in an exhibit to SCHEDULE
1.2(b) hereof to this Agreement (the "Perimeter Property") at a monthly lease
rate of $1.00 per month or an aggregate purchase price of $10.00 for a period
of three (3) years subsequent to the Closing Date, and (b) of first refusal
to purchase and/or lease the Perimeter Property for a period of seven (7)
years after the expiration date of the expiration of the lease option
described above.

8.16 PHYSICAL INVENTORY AND SELLER FINANCIAL CONDITION. Purchaser
shall have received and accepted, in its sole and absolute discretion, the
Physical Inventory and Purchaser's accountants shall

have completed, and Purchaser shall be satisfied in it sole discretion with
the results reported to it, the agreed upon procedures report regarding
Seller's Physical Inventory as of October 31, 1998.

8.17 MEMBER DEBT. Seller shall have extinguished and obtained a
full release with respect to any indebtedness (and interest thereon) to any
current or former member of Seller, other than Member, or shall have provided
to Purchaser adequate assurance, to Purchaser's satisfaction, that such debt
has been fully extinguished and released at or prior to the Closing.

8.18 EMPLOYEE CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT.
Purchaser shall have received executed confidentiality and non-disclosure
agreements of all other employees of Seller who will or may become employed
by Purchaser upon the Closing.

8.19 ASSET ACQUISITION STATEMENT. Purchaser shall have received the
completed Asset Acquisition Statement described in Section 2.3 hereof, or a
schedule thereof acceptable to Purchaser, in either or each case executed by
Seller.

ARTICLE IX

CONDITIONS TO SELLER'S OBLIGATIONS

Unless waived by Seller in writing, each and every obligation of
Seller or the Member to be performed at the Closing shall be subject to the
satisfaction at or prior thereto of each and all of the following conditions
precedent:

9.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties made by Purchaser in this Agreement, including
the documents, instruments and agreements to be executed and/or delivered by
Purchaser pursuant to this Agreement, shall be true and correct in all
material respects at and as of the Closing with the same force and effect as
though such representations and warranties had been made or given at and as
of the Closing.

9.2 COMPLIANCE WITH COVENANTS AND AGREEMENTS. Purchaser shall have
performed and complied with all of its covenants, agreements and obligations
under this Agreement which are to be performed or complied with by it at or
prior to the Closing, including the execution and/or delivery of the
documents, instruments and agreements specified in Section 4.2 hereof, or in
such documents, instruments and agreements, all of which shall be reasonably
satisfactory in form and substance to counsel for Seller.

9.3 APPROVAL BY COUNSEL. All actions, Proceedings, instruments and
documents required of Purchaser to carry out the transactions contemplated by
this Agreement or incidental thereto and all other related legal matters
shall have been reasonably satisfactory to and approved by counsel for
Seller, and such counsel shall have been furnished with such certified copies
of actions and Proceedings and such other instruments and documents as they
shall have reasonably requested.

9.4 LEGAL OPINION. Seller shall have received an opinion from the
counsel for the Purchaser, dated as of the Closing Date, in form and
substance satisfactory to the Seller in the Seller's reasonable commercial
discretion.

9.5 PURCHASE PRICE. Purchaser shall have (i) delivered to the
Seller the Cash Consideration and (ii) either arranged for or effected
Purchaser's assumption or extinguishment of Seller's lender debt and obtained
the release (or indemnified) of Seller and all guarantors from any further
liability therefore, in each case to the reasonable satisfaction of Counsel
to Seller.

ARTICLE X

INDEMNIFICATION

10.1 INDEMNIFICATION BY SELLER. Seller hereby agrees to defend,
indemnify and hold Purchaser and its Affiliates harmless from, against and in
respect of (and shall on demand reimburse Purchaser for):

(a) any and all losses, costs, expenses (including without
limitation, reasonable attorneys fees and disbursements of counsel),
liabilities, damages, fines, penalties, charges, assessments, judgments,
settlements, claims, causes of action, Proceedings, Orders and other
obligations of any nature (individually a "Loss" and collectively
"Losses") arising from, in connection with, or suffered or incurred by
Purchaser (i) by reason of any untrue representation, breach of warranty
or nonfulfillment of any covenant or other agreement by Seller or Member
contained herein or in any certificate, document or instrument delivered
to Purchaser pursuant hereto or in connection herewith, or (ii) which
would not have been suffered or incurred if such representation or
warranty were true and not breached or if such covenant or other
agreement were fully performed;

(b) any and all Losses suffered or incurred by Purchaser in
respect of or in connection with any Liabilities of Seller not expressly
assumed by Purchaser pursuant to the terms of this Agreement and/or the
Liabilities Undertaking;

(c) any and all Liabilities or obligations of Seller, direct or
indirect, fixed, contingent or otherwise, which exist at or as of the
date of the Closing hereunder or which arise after the Closing but which
are based upon or arise from any act, omission, transaction,
circumstance, production or sale of goods or services, state of facts or
other condition which occurred or existed on or before the date of the
Closing, whether or not then known, due or payable, except to the extent
(i) reflected or reserved against on the face of the Final Balance Sheet
(excluding the notes thereto) or incurred after the Final Balance Sheet
Date in connection with the purchase of goods or service in the Ordinary
Course of Business and in conformity with the representations, warranties
and covenants of Seller contained in this Agreement (or a Schedule
hereto), (ii) expressly assumed by Purchaser pursuant to the terms of
this Agreement and/or the Liabilities Undertaking, (iii) the Liability
involves warranty work performed by Purchaser pursuant to Section 12.9
hereof, or (iv) and only to the extent covered by an applicable policy of
insurance from which Purchaser has been paid or will be paid a specific
amount;

(d) the amount of any and all receivables (net of applicable
reserves) of the Seller which are not collected in accordance with the
provisions contained in Section 5.18 hereof;

(e) any and all Losses suffered or incurred by Purchaser by
reason of or in connection with any claim for a finder's fee or brokerage
or other commission arising by reason of any services alleged to have
been rendered to or at the instance of Seller or any Member with respect
to this Agreement or any of the transactions contemplated hereby;

(f) any and all Losses suffered or incurred by Purchaser (i) by
reason of any claim for severance pay or unpaid wages or salaries
accruing or incurred or triggered by a discharge at any time prior to
upon the Closing or (ii) relating to any claim or Proceeding of any
Seller employee arising from any act, occurrence or event the basis of
which is dated at any time prior to or on attributable to services
performed the Closing;

(g) any and all Losses suffered or incurred by Purchaser which
arise from, are incurred in connection with or are incident to any
products liability claim not fully covered by an applicable policy of
insurance paid or payable to Purchaser that in any way arises from,
without limitation, Seller products designed, manufactured, distributed
or sold on or prior to the Closing Date;

(h) any and all Losses from any matter arising from Seller's
creation, operation of, maintenance or other association with any Benefit
Plans;

(i) any and all Losses incurred in connection with or arising
from third party claims concerning Seller's Intellectual Property
transferred to Purchaser pursuant to this Agreement;

(j) any and all Losses incurred in connection with or that
arises from any claim or Proceeding by any former or future member of
Seller; and

(k) any and all Proceedings, Orders, claims, demands,
assessments, judgments, costs and expenses, including, without
limitation, legal fees and expenses, incident to any of the foregoing or
incurred in investigating or attempting to avoid the same or to oppose
the imposition thereof, or in enforcing this indemnity.

Notwithstanding the foregoing, neither the Seller or Member shall be liable
to Purchaser for any misrepresentations or breaches of warranty (i) if the
aggregate amount of all the Losses of Purchaser based thereon or resulting
therefrom is less than $25,000 (the "Liability Exception"); PROVIDED,
HOWEVER, that such Liability Exception shall not apply to or include any
Losses in excess of $25,000 in the aggregate or those in respect of
misrepresentations or breaches of warranty contained in Sections 5.9, 5.13
and 5.23 hereof, as to which Seller and the Member shall be liable in full
hereunder, or (ii) for any amount that exceeds, in the aggregate, the
Purchase Price under this Agreement (but only to the extent of such excess).

10.2 INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to
indemnify, defend, and hold Seller and each Member harmless from, against and
in respect of (and shall on demand reimburse them for):

(a) Any and all Losses resulting from any untrue
representation, breach of warranty or non-fulfillment of any covenant or
agreement by Purchaser contained herein or in any certificate, document
or instrument delivered to Seller hereunder;

(b) Any and all liabilities or obligations of Seller
specifically assumed by Purchaser pursuant to this Agreement; and

(c) Any and all actions, suits, Proceedings, claims, demands,
assessments, judgements, costs and expenses, including, without
limitation, legal fees and expenses, incident to any of the foregoing or
incurred in investigating or attempting to avoid the same or to oppose
the imposition thereof, or in enforcing this indemnity.

10.3 NATURE AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS. Each of the representations and warranties of the parties
contained in this Agreement and in any Exhibit, Schedule, certificate,
instrument or document delivered by or on behalf of any of the parties hereto
pursuant to this Agreement and the transactions contemplated hereby shall
survive the Closing of the transactions contemplated hereby and any
investigation made by the parties or their agents for a period of thirty (30)
months after the Closing, after which no claim for indemnification for any
misrepresentation, or for the breach of any representation or warranty under
this Agreement, may be brought, and no action with respect thereto may be
commenced, and no party shall have any Liability or obligation with respect
thereto, unless (i) the Indemnified Party gave written notice to the
Indemnifying Party specifying with particularity the misrepresentation or a
breach of representation or warranty claimed on or before the expiration of
such period; (ii) the claim relates to a breach of any representation or
warranty contained in Sections 5.9, 5.11 or 5.23, in which case the right to
indemnification shall survive until the expiration of the applicable statute
of limitations, plus sixty (60) days thereafter, for each and any of the
foregoing whether for breach of contract or the Loss cause of action arising
in connection with any third party Proceeding; or (iii) the claim relates to
any representation or warranty in Sections 5.1, 5.4, 5.6 and 5.13, in which
case the right to indemnification shall survive indefinitely. The
representations and warranties set forth in Section 5.24 shall expire and
terminate upon the later of (x) the Closing Date, or (y) the effective date
of the environmental insurance coverage described in Section 7.24 of this
Agreement. The covenants and agreements (exclusive of representations and
warranties, or any agreement contained within a representation or warranty,
set forth in Article V hereof) set forth in this Agreement shall survive
indefinitely.

10.4 PROCEDURE FOR INDEMNIFICATION. In the event a party intends to
seek indemnification pursuant to the provisions of Sections 10.1 or 10.2
hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give
notice hereunder to the other party (the "INDEMNIFYING PARTY") after
obtaining written notice of any claim, investigation, or the service of a
summons or other initial or continuing legal or administrative process or
Proceeding in any action instituted against the Indemnified Party as to which
recovery or other action may be sought against the Indemnifying Party because
of the indemnification provided for in Section 10.1 or 10.2 hereof, and, if
such indemnity shall arise from the claim of a third party, the Indemnified
Party shall permit the Indemnifying Party to assume the defense of any such
claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that
the Indemnified Party shall not be required to permit such an assumption of
the defense of any claim or litigation which, if not first paid, discharged
or otherwise complied with, would with

substantial certainty result in a material interruption or disruption of the
Business of the Indemnified Party, taken as a whole, or any material part
thereof. Notwithstanding the foregoing, the right to indemnification
hereunder shall not be affected by any failure of the Indemnified Party to
give such notice (or by delay by the Indemnified Party in giving such notice)
unless, and then only to the extent that, the rights and remedies of the
Indemnifying Party shall have been prejudiced as a result of the failure to
give, or delay in giving, such notice. Failure by the Indemnifying Party to
notify the Indemnified Party of its election to defend any such claim or
action by a third party within twenty (20) days after notice thereof shall
have been given to the Indemnifying Party shall be deemed a waiver by the
Indemnifying Party of its right to defend such claim or action.

If the Indemnifying Party assumes the defense of such claim,
investigation or Proceeding resulting therefrom, the obligations of the
Indemnifying Party hereunder as to such claim, investigation or Proceeding
shall include taking all steps necessary in the defense or settlement of such
claim, investigation or Proceeding and holding the Indemnified Party harmless
from and against any and all damages caused by or arising out of any
settlement approved by the Indemnifying Party or any judgment entered in
connection with such claim, investigation or Proceeding, except where, and
only to the extent that, the Indemnifying Party has been prejudiced by the
actions or omissions of the Indemnified Party. The Indemnifying Party shall
not, in the defense of such claim or any Proceeding resulting therefrom,
consent to entry of any judgment (other than a judgment of dismissal on the
merits without costs) except with the written consent of the Indemnified
Party (which consent shall not be unreasonably withheld, delayed or
conditioned) or enter into any settlement (except with the written consent of
the Indemnified Party)(which consent shall not be unreasonably withheld,
delayed or conditioned) unless (i) there is no finding or admission of any
violation of law and no material effect on any claims that could reasonably
be expected to be made against the Indemnified Party (ii) the sole relief
provided is monetary damages and (iii) the settlement shall include the
giving by the claimant or the plaintiff to the Indemnified Party a release
from all Liability in respect to such claim or litigation.

If the Indemnifying Party assumes the defense of such claim,
investigation or Proceeding resulting therefrom, the Indemnified Party shall
be entitled to participate in the defense of the claim, but solely by
observation and comment to the Indemnifying Party, and the counsel selected
by the Indemnified Party shall not appear on its behalf in any Proceeding
arising hereunder. The Indemnified Party shall bear the fees and expenses of
any additional counsel retained by it to participate in its defense unless
any of the following shall apply: (i) the employment of such counsel shall
have been authorized in writing by the Indemnifying Party; or (ii) the
Indemnifying Party's legal counsel shall advise the Indemnifying Party in
writing, with a copy to the Indemnified Party, that there is a conflict of
interest that would make it inappropriate under applicable standards of
professional conduct to have common counsel. If clause (i) or (ii) in the
immediately preceding sentence is applicable, then the Indemnified Party may
employ separate counsel at the expense of the Indemnifying Party to represent
the Indemnified Party, but in no event shall the Indemnifying Party be
obligated to pay the costs and expenses of more than one such separate
counsel for any one complaint, claim, action or Proceeding in any one
jurisdiction.

If the Indemnifying Party does not assume the defense of any such
claim by a third party or litigation resulting therefrom after receipt of
notice from the Indemnified Party, the Indemnified Party may defend against
such claim or litigation in such manner as it reasonably deems appropriate,
and

unless the Indemnifying Party shall deposit with the Indemnified Party a sum
equivalent to the total amount demanded in such claim or litigation plus the
Indemnified Party's estimate of the cost (including attorneys' fees) of
defending the same, the Indemnified Party may settle such claim or Proceeding
on such terms as it may reasonably deem appropriate and the Indemnifying
Party shall promptly reimburse the Indemnified Party for the amount of such
settlement and for all costs (including attorneys' fees), expenses and
damages incurred by the Indemnified Party in connection with the defense
against or settlement of such claim, investigation or litigation, or if any
such claim or litigation is not so settled, the Indemnifying Party shall
promptly reimburse the Indemnified Party for the amount of any judgment
rendered with respect to any claim by a third party in such litigation and
for all costs (including attorneys' fees), expenses and damage incurred by
the Indemnified Party in connection with the defense against such claim or
litigation, whether or not resulting from, arising out of, or incurred with
respect to, the act of a third party.

Each party shall cooperate in good faith and in all respects with each
Indemnifying Party and its representatives (including without limitation its
counsel) in the investigation, negotiation, settlement, trial and/or defense
of any Proceedings (and any appeal arising therefrom) or any claim. The
parties shall cooperate with the other in any notifications to and
information requests of any insurers. No individual representative of any
Person, or their respective Affiliates shall be personally liable for any
Loss under this Agreement, except as specifically agreed to by said
individual representative.

10.5 DISPUTE RESOLUTION. In the event a dispute arises under this
Agreement, except with respect to matters arising under SECTIONS 2.2(c) AND
12.12 hereof, such disputes shall be resolved in the manner set forth in this
SECTION 10.5.

(a) If a dispute arises under this Agreement, including any
question regarding the existence, validity, interpretation or termination
hereof, which is not described as an exception in this SECTION 10.5,
Purchaser and Seller may invoke the dispute resolution procedure set
forth in this SECTION 10.5 by giving written notice to the other party.
The parties shall enter into discussions concerning this dispute. If the
dispute is not resolved as a result of such discussions within ten (10)
days, an attempt will be made to resolve the matter by a formal
nonbinding mediation with an independent neutral mediator agreed to by
the parties. If the parties cannot agree on a mediator within a period
of ten (10) days after expiration of the ten (10) day period for
resolution by discussion, then either party may apply to any court of
competent jurisdiction for appointment of a mediator, which appointment
shall be binding and nonappealable. Upon commencement of the mediation
process, the parties shall promptly communicate with respect to a
procedure and schedule for the conduct of the Proceeding and for the
exchange of documents and other information related to the dispute. The
mediation process shall be deemed ended if the dispute has not been
resolved within thirty (30) days after appointment of the mediator.

(b) All claims, disputes or other matters in question between
the parties to this Agreement arising out of or relating to this
Agreement which are not resolved by mediation in accordance with SECTION
10.5(a) within thirty (30) days after appointment of the mediator shall
be submitted for, subject to and decided by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association currently in effect as

of the date of this Agreement ("AAA Rules"), except to the extent
those rules are inconsistent with this SECTION 10.5. Any arbitration
must be held in Minneapolis, Minnesota by a single arbitrator mutually
selected by the parties hereto or, if the parties hereto cannot agree
on the appointment of such arbitrator within ten (10) days following
the date notice of the dispute is given by a party to the adverse
party, an arbitrator selected according to the AAA Rules. The
arbitrator's award shall be final, conclusive and binding upon all
parties to this Agreement, and judgment may be entered upon it in
accordance with the Federal Arbitration Act any court of general
jurisdiction in Minnesota, or in any United States District Court
having jurisdiction in Minnesota. The arbitrator shall be required to
provide in writing to the parties the basis for the award or Order of
such arbitrator, and a court reporter shall record all hearings
(unless otherwise agreed to by the parties), with such record
constituting the official transcript of such Proceedings. Seller and
Purchaser specifically desire this Arbitration clause to be governed
by the United States Federal Arbitration Act, and not by the
arbitration laws of any state.

(c) Seller and Purchaser agree and consent that any legal
action, suit or Proceeding seeking to enforce this Section 10.5 or to
confirm or contest any arbitration award shall be instituted and
adjudicated solely and exclusively in any court of general jurisdiction
in Minnesota, or in the United States District Court having jurisdiction
in Minnesota and Seller and Purchaser agree that venue will be proper in
such courts and waive any objection which they may have now or hereafter
to the venue of any such suit, action or Proceeding in such courts, and
irrevocably consents and agrees to the jurisdiction of said courts in any
such suit, action or Proceeding. Seller and Purchaser further agree to
accept and acknowledge service of any and all process which may be served
in any such suit, action or Proceeding in said courts, and also agree
that service of process or notice upon them shall be deemed in every
respect effective service of process or notice upon them, in any suit,
action, Proceeding or arbitration demand, if given or made: (i) according
to Applicable Law; (ii) according to the AAA Rules; (iii) by a person
over the age of eighteen who personally serves such notice or service of
process on Seller or Purchaser, as the case may be; or (iv) by certified
mail, return receipt requested, mailed to Seller or Purchaser, as the
case may be, at their respective addresses set forth in this Agreement.

(d) In the event of arbitration filed or instituted between the
parties pursuant to this Section 10.5, the prevailing party will be
entitled to receive from the adverse party all costs, damages and
expenses, including reasonable attorney's fees, incurred by the
prevailing party in connection with that action or Proceeding whether or
not the controversy is reduced to judgment or award. The prevailing
party will be that party who is determined by the arbitrator to have
prevailed on the major disputed issues.

ARTICLE XI

TERMINATION

11.1 TERMINATION. This Agreement may be terminated and the
transactions contemplated herein may be abandoned after the date of this
Agreement, but not later than the Closing:

(a) by mutual written consent of all parties hereto;

(b) by Purchaser if any of the conditions provided for in
Article VIII of this Agreement have not been met and have not been waived
in writing by Purchaser on or before the Date of Closing;

(c) by Seller if any of the conditions provided for in Article
IX of this Agreement have not been met and have not been waived in
writing by Seller on or before the Date of Closing; and

(d) by either Purchaser or Seller if the Closing shall not have
occurred on or before January 15, 1998.

In the event of termination or abandonment by any party as provided in this
Section 11.1, written notice shall forthwith be given to the other party and,
except as otherwise provided herein, each party shall pay its own expenses
incident to preparation or consummation of this Agreement and the
transactions contemplated hereunder and neither party shall have any
Liability to the other hereunder, except such Liability as may arise as a
result of a breach hereof.

11.2 RETURN OF DOCUMENTS AND NONDISCLOSURE. If this Agreement is
terminated for any reason pursuant to Section 11.1 hereto, each party shall
return all documents and materials which shall have been furnished by or on
behalf of the other party, and each party hereby covenants that it will not
disclose to any Person any confidential or proprietary information about the
other party or any information about the transactions contemplated hereby,
except insofar as may be necessary to assert its rights hereunder or to
comply with Applicable Laws or pursuant to the distraint of an Order or
Proceeding.

ARTICLE XII

POST-CLOSING COVENANTS

12.1 FURTHER ACTS AND ASSURANCES. The parties agree that, at any
time and from time to time, on and after the Closing Date, upon the
reasonable request of the other party, they will do or cause to be done all
such further acts and things and execute, acknowledge and deliver, or cause
to be executed, acknowledged and delivered any and all papers, documents,
instruments, agreements, assignments, transfers, assurances and conveyances
as may be necessary or desirable to carry out and give effect to the
provisions and intent of this Agreement. In addition, from and after the
Closing Date, the Purchaser will afford to the Seller and its attorneys,
accountants and other representatives access, during normal business hours,
to such personnel, books and records relating to the Seller as may reasonably
be required in connection with the preparation of financial information or
the filing of Tax Returns and will cooperate in all reasonable respects in
connection with claims, Orders and Proceeding asserted by or against third
parties, relating to the transactions contemplated hereby.

12.2 NON-COMPETITION AGREEMENT. During the period of four (4) years
from and after the Closing Date, Seller covenants and agrees that it
(including all Affiliates of Seller) will not, without the Purchaser's prior
written consent, directly or indirectly, or individually or collectively lend
its

credit, advice or assistance, or engage in any activity or act in any manner
(including but not limited to, as an individual, owner, sole proprietor,
founder, associate, promoter, partner, joint venturer, shareholder, officer,
director, trustee, manager, employer, employee, licensor, licensee,
principal, agent, salesman, broker, representative, consultant, advisor,
investor or otherwise for the purpose of establishing, operating or managing
any Person that is engaged in competitive activities) competitive with the
present or future Business of the Purchaser, including Seller's Business
therein.

12.3 NON-SOLICITATION AGREEMENT. During the period of thirty-six
(36) months from and after the Closing Date, the Seller covenants and agrees
that it will not, whether for its own account or for the account of any other
Person, directly or indirectly interfere with Purchaser's relationship with
or endeavor to divert or entice away from the Purchaser any Person who or
which at any time during the term of such Person's prior employment by or
affiliation with the Seller is or was an employee, vendor, supplier or
customer of or otherwise in the habit of dealing with the Seller.

12.4 CONFIDENTIAL INFORMATION. The Member and Seller understand and
agree that the Business of Seller is based upon specialized work and that as
officers, directors, employees or members of the Seller they received, had
access to and/or contributed to Confidential Information. The Member and the
Seller agree that at all times from and after the Closing Date, they shall
keep secret all such Confidential Information and that they will not directly
or indirectly Use or Disclose the same to any Person without first obtaining
the written consent of the Purchaser. At any time the Purchaser may so
request, the Member and Seller shall turn over to the Purchaser all books,
notes, memoranda, manuals, notebooks, tables, drawings, calculations, records
and other documents made, compiled by or delivered to any Member or the
Seller and containing or concerning any Confidential Information, including
copies thereof, in their possession, it being agreed that the same and all
information contained therein are at all times the exclusive property of
Purchaser.

12.5 REASONABLENESS OF COVENANTS. Member and Seller acknowledge and
agree that the geographic scope and period of duration of the restrictive
covenants contained in Sections 12.2, 12.3 and 12.4 of this Agreement are
both fair and reasonable and that the interests sought to be protected by the
Purchaser are legitimate business interests entitled to be protected. Member
and Seller further acknowledge and agree that the Purchaser would not have
purchased the Assets and assumed the Liabilities pursuant to this Agreement
unless the Member and Seller agree to the covenants contained in such
Sections.

12.6 INJUNCTIVE RELIEF. The parties agree that the remedy of
damages at law for the breach by any party of any of the covenants contained
in Sections 12.2, 12.3 or 12.4 is an inadequate remedy. In recognition of
the irreparable harm that a violation by any party of any of the covenants,
agreements or obligations arising under Sections 12.2, 12.3 or 12.4 would
cause the Purchaser or the other party, each party agrees that in addition to
any other remedies or relief afforded by law, an Injunction against an actual
or Threatened violation or violations may be issued against them and every
other Person concerned thereby, it being the understanding of the parties
that both damages and Injunction shall be proper modes of relief and are not
to be considered alternative remedies.

12.7 BLUE PENCIL DOCTRINE. In the event that any of the restrictive
covenants contained in this Article shall be found by a court of competent
jurisdiction to be unreasonable by reason of its extending for too great a
period of time or over too great a geographic area or by reason of its being

too extensive in any other respect, then such restrictive covenant shall be
deemed modified to the minimum extent necessary to make it reasonable and
enforceable under the circumstances.

12.8 MAINTENANCE AND PAYMENT OF INSURANCE. Seller shall cooperate
with and have a continuing obligation to Purchaser to assist Purchaser in
obtaining and maintaining, the insurance policies described in Section 7.24.

12.9 PERFORMANCE OF SELLER'S WARRANTY WORK. After the Closing,
Purchaser shall perform or cause there to be performed on Seller's behalf,
but without obligation on the part of Seller to pay or reimburse Purchaser
therefor, any and all repairs to or replacements of products manufactured by
Seller and sold prior to Closing for which Seller is responsible under any
standard product warranty or guarantee extended by Seller in the normal
course of Seller's business to dealers or purchasers of Seller's products.

12.10 PERFORMANCE OF SELLER'S CONTRACTS. Purchaser shall either fully
and timely perform each of the contracts it has assumed pursuant to this
Agreement after the Closing or cause the same to be terminated without liability
to Seller or its guarantors (or shall otherwise cause Seller and its guarantors
to be relieved and released from any further obligation or liability
thereunder), excepting those liabilities arising from any breach or default by
Seller prior to Closing which Purchaser shall not have otherwise affirmatively
agreed to assume, including any obligation of Seller arising after the Closing
to repurchase any products sold by Seller under any commitments or arrangements
made by Seller with any parties providing floor plan or similar financing for
Seller's dealers.

12.11 MEMBER AND KANSAS DEPARTMENT OF COMMERCE & HOUSING DEBT. Seller
shall (a) to the extent not fully extinguished at or prior to the Closing, fully
extinguish and obtain full releases with respect to any indebtedness (and
interest thereon) to any current or former member of Seller, and (b) make full
and faithful payment of or otherwise satisfy, to the extent the same becomes due
and owing, all amounts due in connection with the $75,000 debt owed by Seller to
the Kansas Department of Commerce.

12.12 AGREED UPON FINANCIAL PROCEDURES FOR FINAL BALANCE SHEET.
Promptly following the Closing (but in any event within ninety (90) days after
the Closing Date) Purchaser shall, at its expense, cause the books and records
of Seller to be reviewed as of the Closing Date by its independent Accountant
(the "Accountant") and the Accountant shall prepare a balance sheet as of the
Closing Date (the "Final Balance Sheet Date") in accordance with Generally
Accepted Accounting Principles, except that such balance sheet shall exclude all
assets and liabilities of Seller that will not be sold or assigned, as
applicable, to Purchaser pursuant to the terms of this Agreement (the "Final
Balance Sheet"). The Accountant shall perform an inventory roll forward
calculation from the date of the Physical Inventory described in Section 7.25
consistent with Generally Accepted Accounting Principles in lieu of taking a
Closing Date physical inventory. Purchaser shall provide the draft Final
Balance Sheet to Seller promptly following its delivery by the Accountant.
Seller shall be entitled to review all workpapers and supplemental documents and
data used or utilized by the Accountant in connection with the preparation of
the Final Balance Sheet. If Seller concludes that any material matter reported
in the Final Balance Sheet is not correct, Seller shall, within fifteen (15)
days after receipt of the Final Balance Sheet (the "Response Period"), deliver
to Purchaser a written statement setting for a specific description of each of
its objections and each of any discrepancies believed to

exist. If Seller does not provide such a written notice of objection within
the Response Period, the Final Balance Sheet shall be controlling for all
purposes under this Agreement. In the event Purchaser and Seller are unable
to resolve any disputed matters within fifteen (15) days after receipt by
Purchaser of Seller's objections, the matter shall be referred to the
Independent Accountants for resolution in accordance with the procedures and
binding effect of Section 2.2(c).

ARTICLE XIII

MISCELLANEOUS

13.1 NOTICES. All notices, demands and other communications provided
for hereunder shall be in writing and shall be given by either personal
delivery, via facsimile transmission (receipt telephonically confirmed), by
nationally recognized overnight courier (prepaid), or by certified or registered
first class mail, postage prepaid, return receipt requested, sent to each party,
at its/his address as set forth below or at such other address or in such other
manner as may be designated by such party in written notice to each of the other
parties. All such notices, demands and communications shall be effective when
personally delivered, one (1) business day after delivery to the overnight
courier, upon telephone confirmation of facsimile transmission or upon receipt
after dispatch by mail to the party to whom the same is so given or made:

If to Seller: Horizon Marine, LC
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000

Attention: Xxxxxxxx X. Xxxxxx

with copy to: Weary, Davis, Henry, Struebing, Xxxxx & Xxxx, XX
000 Xxxxx Xxxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000

Attention: Xxxxxx X. Xxxxxxxxx

If to Purchaser: Genmar Manufacturing of Kansas, L.L.C.
x/x Xxxxxx Xxxxxxxx, Xxx.
Xxxxx 0000
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxx, XX

with copy to: Xxxxxx and Xxxxxx P.A.
2400 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxxxx

13.2 LEGAL AND OTHER COSTS.

(a) In the event that any party (the "Defaulting Party")
defaults in his or its obligations under this Agreement and, as a result
thereof, the other party (the "Non-Defaulting Party") seeks to legally
enforce his or its rights hereunder against the Defaulting Party, then,
in addition to all damages and other remedies to which the Non-Defaulting
Party is entitled by reason of such default, the Defaulting Party shall
promptly pay to the Non-Defaulting Party an amount equal to all costs and
expenses (including reasonable attorneys' fees) paid or incurred by the
Non-Defaulting Party in connection with such enforcement.

(b) In the event that the Non-Defaulting Party is entitled to
receive an amount of money by reason of the Defaulting Party's default
hereunder, then, in addition to such amount of money, the Defaulting
Party shall promptly pay to the Non-Defaulting Party a sum equal to
interest on such amount of money accruing at the rate of 2% per month
(but if such rate is not permitted under the laws of the State of
Delaware, then at the highest rate which is permitted to be paid under
the laws of the State of Delaware) during the period between the date
such payment should have been made hereunder and the date of the actual
payment thereof.

13.3 ENTIRE AGREEMENT. This writing constitutes the entire agreement
of the parties with respect to the subject matter hereof and may not be
modified, amended or terminated except by a written agreement specifically
referring to this Agreement signed by all of the parties hereto.

13.4 GOVERNING LAW. This Agreement, including all the documents,
instruments and agreements to be executed and/or delivered by the parties
hereto, shall be construed, governed by and enforced in accordance with the
internal laws of the state of Delaware, without giving effect to the principles
of comity or principles of conflicts of laws thereof; PROVIDED, HOWEVER, that
all employment contracts arising hereunder shall be governed by the internal
laws of the state of Kansas for all purposes.

13.5 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of each corporate party hereto, its successors and assigns, and each
individual party hereto and his heirs, personal representatives, successors and
assigns.

13.6 COOPERATION. Each party hereto shall cooperate, shall take such
further action and shall execute and deliver such further documents as may be
reasonably requested by any other party in order to carry out the provisions and
purposes of this Agreement.

13.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall be deemed one and the same original.

13.8 AMENDMENTS. No purported amendment, modification or waiver of any
provision of this Agreement, or any of the documents, instruments or agreements
to be executed by the parties pursuant hereto shall be effective unless in a
writing specifically referring to this Agreement and signed by all of the
parties and all amendments thereof shall be governed by and construed in
accordance with the law of the State of Delaware applicable to contracts made
and to be performed therein.

13.9 PRESERVATION OF AND ACCESS TO RECORDS. The Purchaser shall
preserve all books and records of the Seller for a period of six (6) years after
the Closing Date; PROVIDED, HOWEVER, Purchaser may destroy any part or parts of
such records upon obtaining written consent of Seller for such destruction,
which consent shall not be unreasonably withheld. Such records shall be made
available to Seller and their representatives at all reasonable times during
normal business hours of the Seller during said six-year period with the right
at their expense to make abstracts from and copies thereof.

13.10 PUBLIC ANNOUNCEMENTS. The timing and content of all public
announcements relating to the execution of this Agreement and the consummation
of the transactions contemplated hereby shall be approved by both Purchaser and
Seller prior to the release of such public announcements, and each party agrees
to cooperate with the other party as appropriate to comply with all Applicable
Laws. Subsequent to the date of receipt of all consents and approvals of each
Governmental Body necessary to consummate this transaction, Purchaser may make
such announcements and/or advertisements as Purchaser, in its sole discretion,
deems necessary.

13.11 COSTS. Except as otherwise provided in this Agreement, each party
hereto shall pay their own costs and expenses incurred in connection with
negotiating and preparing this Agreement and consummating the transactions
contemplated hereby, including but not limited to fees and disbursements of
their attorneys, accountants and investment bankers.

13.12 HEADINGS. The headings of the articles, sections and subsections
of this Agreement are intended for the convenience of the parties only and shall
in no way be held to explain, modify, construe, limit, amplify or aid in the
interpretation of the provisions hereof. The terms "this Agreement," "hereof,"
"herein," "hereunder," "hereto" and similar expressions refer to this Agreement
as a whole and not to any particular article, section, subsection or other
portion hereof and include the Schedules and Exhibits hereto and any document,
instrument or agreement executed and/or delivered by the parties pursuant
hereto.

13.13 SCOPE OF AGREEMENT. Unless the context otherwise requires, all
references in this Agreement or in any Schedule or Exhibit hereto, to the
assets, properties, operations, Business, financial statements, employees, books
and records, accounts receivable, accounts payable, Contracts or other
attributes of the Business of the Seller shall mean such items or attributes as
they are used in, apply to, or relate to all Businesses of the Seller.

13.14 NUMBER AND GENDER. Unless the context otherwise requires, words
importing the singular number shall include the plural and vice versa and words
importing the use of any gender shall include all genders.

13.15 SEVERABILITY. In the event that any provision of this Agreement
is declared or held by any court of competent jurisdiction to be invalid or
unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining
provisions of this Agreement, unless such invalid or unenforceable provision
goes to the essence of this Agreement, in which case the entire Agreement may be
declared invalid and not binding upon any of the parties.

13.16 PARTIES IN INTEREST. Nothing expressed or implied in this
Agreement is intended or shall be construed to confer any rights or remedies
under or by reason of this Agreement upon any Person other than Purchaser,
Seller and the Member and their respective heirs, personal representatives,
successors and permitted assigns. Nothing in this Agreement is intended to
relieve or discharge the Liabilities of any third Person to Purchaser or Seller.

13.17 WAIVER. The terms, conditions, warranties, representations and
indemnities contained in this Agreement, including the documents, instruments
and agreements executed and/or delivered by the parties pursuant hereto, may be
waived only by a written instrument executed by the party waiving compliance.
Any such waiver shall only be effective in the specific instance and for the
specific purpose for which it was given and shall not be deemed a waiver of any
other provision hereof or of the same breach or default upon any recurrence
thereof. No failure on the part of a party hereto to exercise and no delay in
exercising any right hereunder shall operate as a waiver thereof nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.

13.18 CONSTRUCTION. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement. The word "including" shall mean including
without limitation. The parties intend that each representation, warranty and
covenant contained herein shall have independent significance. If any party has
breached any representation, warranty or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant
relating to the same subject matter (regardless of the relative levels of
specificity) which the party has not breached shall not detract from or mitigate
the fact that the party is in breach of the first representation, warranty or
covenant.

ARTICLE XIV

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings
specified:

"AAA RULES" - has the meaning set forth in Section 10.5(b) of this
Agreement.

"ACCOUNTANT" - has the meaning set forth in Section 12.12 of this
Agreement.

"ACQUISITION PROPOSAL" - means any proposal relating to the possible
acquisition of Seller whether by way of merger, purchase of capital stock of
Seller representing fifty percent (50%) or more of the voting power or equity of
Seller, purchase of all or substantially all of the assets of Seller, or
otherwise.

"AFFILIATE" - when used in reference to a specified Person, means any
Person that, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with the specified
Person.

"AGREEMENT" - has the meaning set forth in the introductory paragraph
hereof.

"ANNUAL GROSS REVENUES" - has the meaning set forth in Section 2.2(a) of
this Agreement.

"ANNUAL PERIOD" - has the meaning set forth in Section 2.2(b) of this
Agreement.

"APPLICABLE LAW" OR "APPLICABLE LAWS" - means any and all laws,
ordinances, constitutions, regulations, statutes, treaties, rules, codes,
licenses, certificates, franchises, permits, requirements and Injunctions
adopted, enacted, implemented, promulgated, issued, entered or deemed applicable
by or under the authority of any Governmental Body having jurisdiction over a
specified Person or any of such Person's properties or assets. Unless used in
either Section 5.24 or Section 8.7 hereof, the foregoing definition shall not
include Environmental Laws.

"ASSET ACQUISITION STATEMENT" - has the meaning set forth in Section 2.3
of this Agreement.

"ASSETS" - has the meaning set forth in Section 1.2(a) of this Agreement.

"ASSUMED LIABILITIES" - has the meaning set forth in Section 1.3(a) of
this Agreement.

"AUDIT" - has the meaning set forth in Section 8.7 of this Agreement.

"BENEFIT PLANS" - means any and all bonus, stock option, restricted
stock, stock purchase, stock appreciation, phantom stock, profit participation,
profit-sharing, deferred compensation, severance, pension, retirement,
disability, medical, dental, health, life or dental insurance, death benefit,
incentive, welfare and/or other benefit, compensation and/or retirement plan,
policy, arrangement and/or Contract maintained, sponsored or participated in by
the Company.

"BUSINESS" - has the meaning set forth in the recitals to the Agreement.

"CASH CONSIDERATION" - has the meaning set forth in Section 2.1 of this
Agreement.

"CLOSING" - has the meaning set forth in Article III of this Agreement.

"CLOSING DATE" - has the meaning set forth in Article III of this
Agreement.

"CODE" - means the Internal Revenue Code of 1986, as amended, or any
successor law and regulations issued by the IRS pursuant to the Internal Revenue
Code or any successor law.

"COMPETING BUSINESS" - has the meaning set forth in Section 5.26 of this
Agreement.

"CONFIDENTIAL INFORMATION" - means any information or compilation of
information not generally known to the public or the industry or which the
Seller has not disclosed to third parties without a written obligation of
confidentiality, which is proprietary to the Seller, relating to the Seller's
procedures, techniques, methods, concepts, ideas, affairs, products, processes
and services, including, but not limited to, information relating to marketing,
merchandising, selling, research, development, manufacturing, purchasing,
accounting, engineering, financing, costs, customers, plans, pricing, billing,
needs of customers and products and services used by customers, all lists of
customers and their addresses, prospects, sales calls, products, services,
prices and the like as well as any specifications, formulas, plans, drawings,
accounts or sales records, sales brochures, code books, manuals, trade secrets,
knowledge, know-how, pricing strategies, operating costs, sales margins, methods
or operations, invoices or statements and the like.

"COPYRIGHTS" - has the meaning set forth in Section 5.15(a) of this
Agreement.
"COST OF GOODS SOLD" - has the meaning set forth in Section 2.2(a) of
this Agreement.

"DEBT INSTRUMENTS" - has the meaning set forth in Section 5.25 of this
Agreement.

"DEFAULTING PARTY" - has the meaning set forth in Section 13.2(a) of this
Agreement.

"EARN-OUT CONSIDERATION" - has the meaning set forth in Section 2.2(a) of
this Agreement.

"EASEMENTS" - has the meaning set forth in Section 5.21 of this
Agreement.

"ENCUMBRANCE" - means and includes:

(i) with respect to any personal property, any intangible property or
any property other than real property, any security or other
property interest or right, claim, lien, pledge, option, charge,
security interest, contingent or conditional sale, or other title
claim or retention agreement or lease or use agreement in the
nature thereof whether voluntarily incurred or arising by
operation of law, and including any agreement to grant or submit
to any of the foregoing in the future; and

(ii) with respect to any real property (whether and including Owned
Real Estate or Leased Real Estate), any mortgage, lien, easement,
interest, right-of-way, condemnation or eminent domain Proceeding,
encroachment, any building, use or other form of restriction,
Encumbrance or other claim (including adverse or prescriptive) or
right of third parties (including Governmental Bodies), any lease
or sublease (other than Seller's lease on Leased Real Estate),
boundary dispute, and agreements with respect to any real property
including: purchase, sale, right of first refusal, option,
construction, building or property service, maintenance, property
management, conditional or contingent sale, use or occupancy,
franchise or

concession, whether voluntarily incurred or arising by
operation of law, and including any agreement to grant or
submit to any of the foregoing in the future.

"ENVIRONMENTAL AUDITOR" - has the meaning set forth in Section 8.7 of
this Agreement.

"ENVIRONMENTAL CLAIMS" - has the meaning set forth in Section 5.24(j)(i)
of this Agreement.

"ENVIRONMENTAL CONDITIONS" - has the meaning set forth in Section
5.24(j)(ii) of this Agreement.

"ENVIRONMENTAL LAWS" - has the meaning set forth in Section 5.24(j)(iii)
of this Agreement.

"EXCLUDED LIABILITIES" - has the meaning set forth in Section 1.3(b) of
this Agreement.

"EXCLUDED REAL ESTATE" - has the meaning set forth in Section 1.1(a) of
this Agreement.

"FINAL BALANCE SHEET" - has the meaning set forth in Section 12.12 of
this Agreement.

"FINAL BALANCE SHEET DATE" - has the meaning set forth in Section 12.12
of this Agreement.

"FINANCIAL STATEMENTS" - has the meaning set forth in Section 5.7 of this
Agreement.

"GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" - shall mean generally
accepted accounting principles used and applied in the United States of America
and which are recognized as generally accepted by the American Institute of
Certified Public Accountants.

"GENMAR HOLDINGS" - has the meaning set forth in the recitals to the
Agreement.

"GENMAR INDUSTRIES" - has the meaning set forth in the recitals to the
Agreement.

"GOVERNMENTAL BODY" - any:

(i) nation, state, county, city, town, village, district or
other jurisdiction of any nature;

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

(iii) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, board, commission,
department, instrumentality, office or other entity, and any court or
other tribunal);

(iv) multi-national organization or body; and/or

(v) body exercising, or entitled or purporting to exercise, any
administrative, executive, judicial, legislative, police, regulatory or
Taxing authority or power of any nature.

"GROSS PROFIT" - has the meaning set forth in Section 2.2(a) of this
Agreement.

"GROSS REVENUE" - has the meaning set forth in Section 2.2(a) of this
Agreement.

"HAZARDOUS MATERIALS" - has the meaning set forth in Section 5.24(j)(iv)
of this Agreement.

"INDEMNIFIED PARTY" - has the meaning set forth in Section 10.4 of this
Agreement.

"INDEMNIFYING PARTY" - has the meaning set forth in Section 10.4 of this
Agreement.

"INDEPENDENT ACCOUNTANTS" - has the meaning set forth in Section 2.2(c)
of this Agreement.

"INJUNCTION" - means any and all writs, rulings, awards, directives,
injunctions (whether temporary, preliminary or permanent), judgments, decrees or
other orders adopted, enacted, implemented, promulgated, issued, entered or
deemed applicable by or under the authority of any Governmental Body.

"INTELLECTUAL PROPERTY" - means any and all (i) inventions (whether
Patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all Patents, Patent applications and Patent
disclosures, together with all reissuances, continuations, continuations in
part, revisions, extensions and reexaminations thereof, (ii) Trademarks, service
marks, trade dress, logos, trade names, assumed names and corporate names,
together with all translations, adaptations, derivations and combinations
thereof and including all goodwill associated therewith, and all applications,
registrations and renewals in connection therewith; (iii) copyrightable works,
all Copyrights and all applications, registrations and renewals in connection
therewith; (iv) mask works and all applications, registrations and renewals in
connection therewith; (v) trade secrets and confidential business information
(including ideas, research and development, know-how, technology, formulas,
compositions, manufacturing and production processes and techniques, technical
data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information and business and marketing plans and proposals); (vi)
computer software (including data and related software program documentation in
computer-readable and hard-copy forms); (vii) other intellectual property and
proprietary rights of any kind, nature or description; and (viii) copies of
tangible and embodiments thereof (in whatever form or medium).

"KNOWLEDGE" - An individual will be deemed to have "Knowledge" of a
particular fact or other matter if:

(a) such individual is actually aware of such fact or other matter; or

(b) a prudent individual could be expected to discover or otherwise
become aware of such fact or other matter with reasonable
investigation in the Ordinary Course of Business.

An entity or other Person will be deemed to have "Knowledge" of a
particular fact or other matter if any individual who is serving, or who has at
any time served, as a director, officer, partner,

member or trustee of such entity (or in any similar capacity) has, or at any
time had, Knowledge of such fact or other matter.

"LEASED REAL ESTATE" - has the meaning set forth in Section 5.21 of
this Agreement.

"LIABILITY" or "LIABILITIES" - means any and all debts, liabilities
and/or obligations of any type, nature or description (whether known or
unknown, asserted or unasserted, secured or unsecured, absolute or
contingent, accrued or unaccrued, liquidated or unliquidated and whether due
or to become due).

"LIABILITY EXCEPTION" - has the meaning set forth in Section 10.1 of
this Agreement.

"LOSS" or "LOSSES" - has the meaning set forth in Section 10.1(a) of
this Agreement.

"MATERIAL ADVERSE EFFECT" or "MATERIAL ADVERSE CHANGE" - means, in
connection with any Person, any event, change or effect that is materially
adverse, individually or in the aggregate, to the condition (financial or
otherwise), properties, assets, Liabilities, revenues, income, business,
operations, results of operations or prospects of such Person.

"MEMBER" - has the meaning set forth in the introductory paragraph
hereof.

"MONTHLY GROSS REVENUE STATEMENT" - has the meaning set forth in
Section 2.2(b) of this Agreement.

"NON-DEFAULTING PARTY" - has the meaning set forth in Section
13.2(a) of this Agreement.

"ORDER"- means any judgment, award, decision, consent decree,
Injunction, ruling, writ or order of any federal, state or local Governmental
Body, or authority that is binding on any Person or its property under
Applicable Law.

"ORDINARY COURSE OF BUSINESS" - means an action taken by a Person
only if

(i) such action is consistent with the past practices of such
Person and is taken in the ordinary course of the normal
day-to-day operations of such Person; and

(ii) such action is not required to be authorized by the governing
body of such Person (or by any Person or group of Persons
constituting a governing body of a Person exercising similar
authority).

"OWNED REAL ESTATE" - has the meaning set forth in Section 5.21 of
this Agreement.

"PATENT" - has the meaning set forth in Section 5.15(a) of this
Agreement.

"PCBS" - has the meaning set forth in Section 5.24(h) of this
Agreement.

"PERIMETER PROPERTY" - has the meaning set forth in Section 8.15 of
this Agreement.

"PERMITTED ENCUMBRANCES" - has the meaning set forth in Section
5.21(d) of this Agreement.

"PERSON" - means any individual, corporation (including any
non-profit corporation), general, limited or limited liability partnership,
limited liability company, joint venture, estate, trust, association,
organization, or other entity or Governmental Body.

"PHYSICAL INVENTORY" - has the meaning set forth in Section 7.25 of
this Agreement.

"PROCEEDING" - means any suit, litigation, arbitration, hearing,
audit, investigation, Injunction or other action (whether civil, criminal,
administrative or investigative) commenced, brought, conducted, or heard by
or before, or otherwise involving, any Governmental Body or arbitrator.

"PURCHASE PRICE" - has the meaning set forth in Section 2.1 of this
Agreement.

"PURCHASER" - has the meaning set forth in the introductory
paragraph hereof.

"REAL ESTATE" - has the meaning set forth in Section 5.21 of this
Agreement.

"RELATED PERSON" - means, with respect to a particular individual,

(i) each other member of such individual's Family (as hereafter
defined); and

(ii) any Affiliate of one or more members of such individual's
Family.

With respect to a specified Person other than an individual:

(i) any Affiliate of such specified Person: and

(ii) each Person that serves as a director, governor, officer,
manager, general partner, executor or trustee of such specified
Person (or in a similar capacity). For purposes of this
definition, the "FAMILY" of an individual includes (a) such
individual, (b) the individual's spouse, (c) any lineal
ancestor or lineal descendant of the individual, or (d) a trust
for the benefit of any of the foregoing.

"RESPONSE PERIOD" - has the meaning set forth in Section 12.12 of this
Agreement.

"SCHEDULES" - means the Schedules to this Agreement.

"SELLER" - has the meaning set forth in the introductory paragraph of
this Agreement.

"SELLER'S PRODUCTS" - has the meaning set forth in Section 2.2(a) of
this Agreement.

"SUPER-FUND" - is used in Section 5.24(b) of this Agreement.

"TAX" or "TAXES" - has the meaning set forth in Section 5.9 of this
Agreement.

"TAX RETURN" - means any return, declaration, report, claim for
refund or information return or statement relating to Taxes, including
without limitation any schedule or attachment thereto, any amendment thereof,
and any estimated report or statement.

"THREATENED" - a claim, Proceeding, dispute, action, or other matter
will be deemed to be "Threatened" if any demand or statement has been made,
or any notice has been given, that would lead a reasonably prudent Person to
conclude that such a claim, Proceeding, dispute, action, or other matter will
be asserted, commenced, taken or otherwise pursued in the future.

"TRADEMARKS" - has the meaning set forth in Section 5.15(a) of this
Agreement.

"YEAR-END STATEMENT" - has the meaning set forth in Section 2.2(b)
of this Agreement.

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

HORIZON MARINE, LC

By /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
President

GENMAR MANUFACTURING OF
KANSAS, L.L.C.

By /s/ [ILLEGIBLE]
------------------------------------
Its Member
---------------------------------

MEMBER

/s/ Xxxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxxx X. Xxxxxx

EXHIBIT A

XXXX OF SALE

Horizon Marine, LC, a Kansas limited liability company (hereinafter
called "Seller") for One Dollar ($1.00) and other valuable consideration to
it in hand paid, receipt of which is hereby acknowledged, by these presents
does sell, assign, transfer and convey unto Genmar Manufacturing of Kansas,
L.L.C., a Delaware limited liability company (hereinafter called "Assignee"),
its successors and assigns, the following described property:

All property of every kind and description and wherever situated,
tangible and intangible, owned by Seller or to which Seller has any right,
title or interest on the date hereof, and including, without limitation, all
"Assets" as defined in a certain Agreement of Purchase and Sale of Assets,
dated December ___, 1998, among Seller, Member and Assignee (the
"Agreement"), which includes the following:

(a) All cash, bank balances, monies in the possession of banks
and other depositories, term or time deposits, guaranteed investment
certificates, treasury bills, other securities and similar cash or
cash-equivalent items owned by the Seller as of the Closing Date;

(b) All trade or other accounts, credit card and other
receivables owed to the Seller;

(c) All inventories to which the Seller has title (including
supplies and samples) wherever located, including goods in transit;

(d) All Copyrights, trade names, Trademarks, service marks,
logos, trade dress, Patents and applications therefor and registration
thereof, and all licenses held or granted in connection with any of the
foregoing or other Intellectual Property, together with the goodwill of the
Seller connected with the use thereof;

(e) All Owned Real Estate (excluding the Excluded Real Estate)
set forth in Exhibit A hereto, machinery, equipment, vehicles, furniture,
furnishings, leasehold improvements, fixtures, signs, supplies, fixed assets
and other personal property;

(f) All of such leases, franchise agreements, agreements,
commitments, contracts and warranties (including prepayments and deposits,
and including any of such agreements which may have expired), to which any
Seller is a party are listed on Exhibit B hereto, excluding defaults,
breaches or other such charges occurring and/or accruing prior to or on the
Closing Date (the "Assumed Contracts"); provided, however, in no event shall
the Purchaser assume or be responsible for any termination or cancellation
costs or expenses incurred in connection with any Seller executory contracts
which are not contained on Exhibit B hereto.

(g) All Confidential Information, including without limitation
technical, processing or marketing information, including product formulae,
developments, inventions, know-how, processes, ideas and trade secrets and
documentation thereof and all claims and rights related thereto;

A-1

(h) All files, customer records, employee records, logos,
customer lists, vendor lists, accounting books, records, ledgers and
electronic data processing materials. With respect to the foregoing and all
other materials related to the Seller's Business transferred hereunder, the
Purchaser hereby covenants and agrees that the Seller may, at its option (but
subject to the Purchaser's right to prepare copies thereof), upon the Closing
take possession of certain permanent records of the Seller, which records
shall include but not be limited to articles and certificates of
organization, by-laws, minute books and resolutions, member records, general
ledgers, journal entries, tax returns (state and federal), payroll and
payroll tax reporting forms (state and federal), W-2 employee earnings
records, workers' compensation reports, retirement, pension and other benefit
plan documents and records, and the like. The Purchaser and its employees
shall provide reasonable assistance to the Seller in the location of and
information relating to such records for five (5) years from the Closing Date.

Notwithstanding any other contrary provision in this Agreement, this
provision shall survive the Closing (and be enforceable) for the periods
specified in this paragraph (h).

In the event the Purchaser determines to destroy or otherwise dispose of any
of the Seller's records or materials subsequent to the applicable retention
period, the Purchaser will notify the Seller in writing and allow the Seller
the opportunity to take custody of such records and materials within a
commercially reasonable time after receipt of such notification;

(i) All assignable rights under agreements concerning
confidentiality, non-competition or the assignment of ideas or inventions,
including but not limited to non-competition agreements;

(j) All prepaid expenses, deposits with third parties useable by
the Purchaser and credit balances and advances to vendors;

(k) All transferable permits, licenses and governmental
agreements, waivers and authorizations of the Seller which the Purchaser
elects to assume by notice at or before the Closing;

(l) All information systems (hardware and software), programs,
manuals and documentation thereof;

(m) All interests in other entities and joint ventures;

(n) All advertising materials and arrangements;

(o) All rights of the Seller under and proceeds from insurance
policies and all rights of action or Proceedings against third persons for
damage to the Seller's property, business interruption or otherwise
(including insurance protecting the Seller from liability) arising with
respect to claims arising prior to the Closing;

(p) All other rights, property and assets of the Seller, tangible
or intangible, including contingent assets;

(q) directors' and officers' liability insurance policies
covering officers and directors of Seller;

A-2

(r) any and all governmental refunds for income and other Taxes
previously paid to which Seller is entitled;

(s) goodwill and other rights or interests that may accrue to or
constitute Seller's Business;

Seller hereby authorizes and grants its power of attorney to
Assignee and appoints Assignee and the officers thereof as Seller's
attorney-in-fact to take any appropriate action in connection with any of
said rights, claims, causes of action and property, in the name of Seller or
in its own or any other name but at its own expense, it being understood that
this authorization and power of attorney are coupled with an interest and
irrevocable.

TO HAVE AND TO HOLD said rights, claims, causes of action, property,
assets, business and goodwill, as a going concern, unto the said Assignee,
its successors and assigns, to and for its use forever.

In furtherance of the foregoing, Seller agrees as follows:

1. Seller agrees that it will, at any time, and from time to
time after the date hereof, upon the request and at the expense of Seller,
do, execute, acknowledge and deliver or will cause to be done, executed,
acknowledged and delivered all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be required
for the better assigning, transferring, granting, conveying, assuring and
confirming to Assignee the Assets assigned, transferred, conveyed and
delivered or to be assigned, transferred, conveyed and delivered to Assignee
hereunder.

2. Seller hereby names, constitutes and appoints Assignee the
true and lawful attorney of Seller, with full power of substitution in the
name of Assignee or in the name of Seller but on behalf of and for the
benefit of Assignee, its successors and assigns, to demand and receive from
time to time any and all Assets hereby assigned, transferred, conveyed and
delivered to Assignee and to give receipts, releases and acquittances for and
in respect of the same or any part thereof.

AND, Seller does hereby warrant, covenant and agree that it:

(a) has good and marketable title to the properties and
asset hereby sold, assigned, transferred, conveyed and delivered,
subject to such liens and other Encumbrances as are disclosed in the
Agreement or any schedules or exhibits thereto and except as otherwise
provided in the Agreement; and

(b) will warrant and defend the sale of said properties and
assets against all and every person or persons whomsoever claiming or
to claim against any or all of the same, subject to the terms and
provisions of the Agreement.

Any terms or phrases capitalized herein and not otherwise defined shall
have the meaning(s) ascribed to them in the Agreement.

A-3

IN WITNESS WHEREOF, Seller has caused this instrument to be duly
executed this ________ day of December, 1998.

SELLER:

HORIZON MARINE, LC

By_____________________________________
ATTEST: Its_________________________________

_______________________________________
Secretary

A-4

EXHIBIT B

LIABILITIES UNDERTAKING

UNDERTAKING dated December _____, 1998 by Genmar Manufacturing of
Kansas, L.L.C., a Delaware limited liability company, (hereinafter called
"Purchaser") in favor of Horizon Marine, LC, a Kansas limited liability
company (hereinafter called "Seller").

RECITALS

A. Pursuant to that certain Agreement of Purchase and Sale dated
December ___, 1998 among Purchaser, Seller and the sole Member of Seller (the
"Agreement"), Seller has concurrently herewith sold, assigned, transferred,
conveyed and delivered to Purchaser substantially all of the Business, assets,
properties, goodwill and rights of Seller as a going concern (the "Assets");
and

B. In partial consideration therefor, the Agreement requires
Purchaser to execute and deliver to Seller this Undertaking;

C. All terms capitalized but not otherwise defined herein shall
have the meaning ascribed by and in the Agreement.

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which by Purchaser is hereby
acknowledged, Purchaser hereby agrees as follows:

AGREEMENT

1. Purchaser hereby undertakes, assumes and agrees, subject to
the limitations contained herein, to perform, pay or discharge any and all
Assumed Liabilities set forth in Section 1.3(a) of the Agreement.

2. The debts, liabilities and obligations assumed by Purchaser
under Paragraph l hereof shall not include:

(a) Any Excluded Liabilities set forth in Section 1.3(b) of
the Agreement;

(b) federal, state or local income, franchise, excise,
sales, use, property, payroll or similar Taxes imposed on Seller
except to the extent that (i) such Taxes constitute debts or
liabilities of Seller which would be assumed by Purchaser under the
provisions of paragraph 1 above; (ii) Purchaser receives the benefits
of all deposits, escrow accounts or other payments made or collected
by Seller on account of or with respect to such Tax liabilities; and
(iii) Seller complies with each of the following conditions:

(i) Seller shall afford Purchaser the right, at its
option, to assume the entire control of the preparation and
filing of all non-income based Tax returns with respect
thereto, and Seller shall keep Purchaser fully advised as to
any and all

B-1

investigations, audits or other Proceedings, Orders
or other communications by any taxing agent or authority which
may affect the amount of the Tax liabilities being assumed
hereunder; and

(ii) Seller shall afford Purchaser the right, at its
option, to assess the entire control of any such audit or other
Proceeding insofar as it may relate to the liabilities of
Seller assumed hereunder, including the defense, compromise or
settlement thereof, and in connection therewith Seller and the
Member shall cooperate fully and make available to Purchaser
all information under their control relating thereto which
Purchaser may reasonably request and shall execute and deliver
to Purchaser such powers-of-attorney or other documents which
Purchaser may reasonably deem necessary or desirable to
effectuate the foregoing.

(c) liabilities or obligations of Seller resulting or
arising from claims for personal injury or property damage or out of
any breach or any non-performance by Seller of any contract,
commitment or obligation imposed by law or otherwise, except to the
extent covered by insurance proceeds payable to or on behalf of
Purchaser; or

(d) debts, liabilities or obligations arising under any
contract which has not been assigned to Purchaser so that Purchaser
will enjoy the full benefits thereunder or which is listed in any
Schedule to the Agreement and specifically designated thereon as
"Not Assumed"; or

(e) debts, liabilities or obligations of Seller, direct or
indirect, fixed, contingent or otherwise, which exist at or as of the
Closing or which arise after the Closing but which are based upon or
arise from any act, omission, transaction, circumstance, sale of goods
or services (excluding product warranty claims which the parties have
agreed will be the responsibility of Purchaser), state of facts or
other condition which occurred or existed on or before the date of the
Closing, whether or not then known, due or payable, except to the
extent reflected or reserved against on the face of the Final Balance
Sheet (excluding the notes thereto) or incurred after the Final
Balance Sheet date in connection with the purchase of goods or
services in the ordinary course of Seller's Business and in conformity
with the representation, warranties and covenants contained in the
Agreement.

3. Nothing contained herein shall require Purchaser to pay or
discharge any debts or obligations expressly assumed hereby in the event, and
so long as, Purchaser shall in good faith contest or cause to be contested the
amount or validity thereof.

4. Other than as specifically stated above or in the Agreement,
Purchaser assumes no debt, liability or obligation of Seller by this
Undertaking, and it is expressly understood and agreed that all debts,
Liabilities and obligations not assumed hereunder by Purchaser shall remain the
sole obligation of Seller, its successors and assigns, and no Person other than
Seller and the Member shall have any rights under this Undertaking or the
provisions contained herein.

5. Any terms or phrases Capitalized herein and not otherwise
defined shall have the meaning(s) ascribed to them in the Agreement.

B-2

GENMAR MANUFACTURING OF KANSAS,
L.L.C.

By_____________________________________
Its____________________________________

B-3

EXHIBIT C

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and
entered into as of __________, 1998, by and between Genmar Manufacturing of
Kansas, L.L.C., a Delaware limited liability company ("Genmar Kansas") and
Xxxxxxxx X. Xxxxxx, an individual and resident of the state of Kansas
("Executive").

RECITALS

A. These Recitals shall be and hereby are incorporated as
essential terms of this Agreement, and describe (i) the general nature and
purposes of Genmar Kansas' business and (ii) Executive's rights and
obligations under this Agreement. Any interpretation or construction of this
Agreement shall be considered in light of these Recitals.

B. Genmar Kansas is a Delaware limited liability company and a
wholly owned subsidiary of Genmar Industries, Inc., a Delaware corporation,
("Genmar Industries") which is, in turn, a wholly owned subsidiary of Genmar
Holdings, Inc. ("Genmar Holdings").

C. Genmar Kansas is presently engaged in the design, manufacture
and distribution of marine industry products, including xxx, marine fish and
cruise pontoon and bass boats, as well as the manufacture of marine boat
products for Genmar Industries and Genmar Holdings, and all future and
derivative business related thereto (the "Business").

D. On or about ____________, Genmar Kansas is anticipated to
acquire substantially all of the assets of Horizon Marine, LC, a Kansas
limited liability company ("Horizon Marine"), of which Executive is a member
and has ownership of or control over substantially all of the membership
interests in Horizon Marine. Executive understands that this Agreement shall
be effective only upon completion of such acquisition.

E. Executive has been engaged in and has extensive experience
and expertise in the above-designated business.

F. Genmar Kansas desires to employ Executive and Executive
desires to be employed by Genmar Kansas, on the terms and conditions, and
pursuant to the covenants, set forth in this Agreement.

G. In connection with the operation of its Business, Genmar
Kansas has acquired and develops, and will continue to acquire and develop
from time to time, confidential business data and trade secrets which it
desires to protect from disclosure to competitors. "Trade secret" means,
"without limitation", any information, formulae, patterns, computations,
programs, devices, methods, techniques, or processes relating to Genmar
Kansas' products and/or services or its research, development, manufacture,
design, marketing, merchandising, selling and servicing.

C-1

H. Executive acknowledges that Genmar Kansas' Trade Secrets and
confidential business data, have value to Genmar Kansas to the extent that
they are not disclosed to Genmar Kansas' competitors.

I. For the purposes of this Agreement, a "competitor" shall mean
any firm, person, partnership, corporation, or any other entity, whether
legal or natural, engaged in the same or similar Business as Genmar Kansas,
Genmar Industries or Genmar Holdings, whether that particular business
comprises a part of or all of the competitor's business.

J. For the reasons set forth above, and in consideration of the
mutual promises and agreements set forth in this Agreement, Genmar Kansas and
Executive agree as follows:

ARTICLE 1

EMPLOYMENT

1.01 ENGAGEMENT. Genmar Kansas hereby employs, engages, and hires
Executive as President of Genmar Kansas, and Executive hereby accepts and
agrees to such hiring, engagement, and employment, subject to the general
supervision and pursuant to the orders, advice, and direction of Genmar
Kansas' Board of Directors, or their designee.

1.02. DUTIES. Executive shall perform such other duties as are
customarily performed by one holding the position of President in other,
same, or similar businesses or enterprises as engaged in by Genmar Kansas,
and shall also additionally render similar services and duties as may be
assigned to him from time to time by Genmar Kansas' Board of Directors or its
designee.

1.03 PRIOR EMPLOYMENT REPRESENTATIONS. Executive warrants and
represents that the Executive's performance on this Agreement will not
violate any other agreement to which the Executive is a party or create a
conflict of interest for Genmar Kansas and that Executive will not disclose
to Genmar Kansas any materials which are confidential or proprietary to a
third party without the prior written consent of such third party.

ARTICLE 2

BEST EFFORTS OF EXECUTIVE

Executive agrees that he will at all times faithfully,
industriously, and to the best of his ability, experience, and talents,
perform all of the acts, services and duties that may be assigned, delegated
or required of and from him by Genmar Kansas pursuant to the express and
implicit terms of this Agreement, to the reasonable satisfaction of Genmar
Kansas. Executive shall devote substantially all of the Executive's business
time to the performance of Executive's duties hereunder. Executive shall
devote the best efforts of Executive to the advancement of Genmar Kansas'
interests and Business.

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ARTICLE 3

TERM OF EMPLOYMENT AND AGREEMENT

3.01. TERM. The term of Executive's employment with Genmar Kansas
pursuant to provisions of this Agreement shall be a period of four (4) years,
commencing on the date that Genmar Kansas acquires by consummation of a
closing substantially all of the assets of Horizon Marine (the "Effective
Date"), SUBJECT, HOWEVER, to earlier termination pursuant to the provisions
set forth in Article 6 of this Agreement. Subject to prior consultation with
Executive, this Agreement shall not prevent Executive from being transferred,
promoted or changed to any other position, and any such transfer, promotion
or change shall not affect the term of employment under or the enforcement of
this Agreement.

3.02. EFFECTIVE DATE. This Agreement shall be binding upon
Executive and Genmar Kansas as of the Effective Date.

ARTICLE 4

COMPENSATION AND BENEFITS

4.01. BASE COMPENSATION. Executive will be paid the following
annual base salary amounts from and after the Effective Date for the
applicable years as indicated below, during the four (4) year term of this
Agreement, if not sooner terminated in accordance with Article 6 hereof:

First Year $150,000
Second Year $175,000
Third Year $200,000
Fourth Year $225,000

Executive will commence employment at the "First Year" annual base salary.
Each subsequent change in Executive's annual base salary shall be effective
on the first day following the Effective Date anniversary date in any
applicable year. Executive's compensation shall be payable in accordance with
Genmar Kansas company policies applied to all management/non-hourly employees
similarly situated.

4.02. BENEFITS. In addition to cash compensation, Executive shall
be eligible to receive such fringe benefits as are, and may be, made
available to all other management employees of Genmar Kansas from time to
time, which benefits shall be and are granted, maintained and revised in the
exclusive discretion of Genmar Kansas' Board of Directors. Such benefits
shall include, but are not limited to, (i) a management car allowance, (ii)
use of a demonstration boat not to exceed 26 feet in length manufactured by
any division of Company, consistent with Genmar's policies from time-to-time,
(iii) payment of monthly dues for executive's local country club, (iv) a
medical and dental plan, disability plan, life insurance plan, and 401(k)
plan and (v) the management incentive plan described in Section 4.04. In the
event business conditions require, Genmar Kansas is not obligated to provide
or continue any of these benefits and may, without any prior notice,
discontinue any uniform benefit

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already provided or as may be provided in the future, within the exclusive
discretion of Genmar Kansas' Board of Directors.

4.03. EXPENSE REIMBURSEMENT. Executive shall be reimbursed for
authorized travel and other out-of-pocket business expenses, provided that
such expenses have been reasonably incurred by Executive in the performance
of his duties for or on behalf of Genmar Kansas. Executive shall submit to
Genmar Kansas an itemized account detailing the expenses desired to be
reimbursed accompanied by receipts. Genmar Kansas reserves the right to
reject reimbursement of any expense reimbursement submission that is not in
compliance with the terms set forth in this Section 4.03 or which is not
otherwise in compliance with Internal Revenue Service statutes, rules,
regulations or other controlling or interpretive authority.

4.04. MANAGEMENT INCENTIVE PROGRAM. Executive shall be eligible to
participate in Genmar Holdings' annual Management Incentive Program (referred to
herein as either the "MIP Program" or "MIP Compensation") in accordance with the
terms thereof, a copy of which is attached hereto and incorporated by reference
herein as Schedule 1, for each fiscal year during the term of Executive's
employment hereunder.

ARTICLE 5

VACATION AND LEAVE OF ABSENCE

Executive is entitled to three (3) weeks (15 days) of vacation per year.
Vacation time will be scheduled taking into account the Executive's duties and
obligations at Genmar Kansas. Sick leave, holiday pay and all other leaves of
absence will be in accordance with the personnel policies of Genmar Kansas in
effect from time-to-time.

ARTICLE 6

TERMINATION

6.01 VOLUNTARY RESIGNATION. Executive may resign his position and
terminate his employment by giving Genmar Kansas one (1) month written notice
of his intention to resign. If requested by Genmar Kansas, Executive agrees
to cooperate in training his successor following receipt of Executive's
notice of intention to resign until the actual termination date. With the
exception of the severance pay described in Section 6.04 hereof, any
resignation under this Section shall terminate Executive's rights to all
further compensation, bonuses or benefits as set forth in this Agreement
effective as of the last day of Executive's employment with Genmar Kansas.
Such termination by voluntary resignation shall also discontinue any earn-out
consideration under Section 2.2 of the Agreement of Purchase and Sale of
Assets (the "Earn-Out Consideration") between Genmar Kansas and Horizon
Marine, LC.

6.02. TERMINATION BY GENMAR KANSAS (DISABILITY). Genmar Kansas may
terminate this Agreement by giving Executive three (3) months written notice if
Executive incurs or suffers from a condition that prevents him from carrying out
his essential job functions for a period of six (6) months or longer.

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6.03. TERMINATION BY GENMAR KANSAS (WITH CAUSE). Any other provision
of this Agreement notwithstanding, Genmar Kansas may terminate Executive's
employment without notice and without paying severance pay if the termination
is based on a material violation of this Agreement, or on fraud,
embezzlement, securities law violation, sexual harassment of fellow
employees, or other gross misconduct involving moral turpitude (the foregoing
may be referred to herein as termination event for cause).

6.04. SEVERANCE.

(a) In the event Executive voluntarily resigns his
employment after the first anniversary date of this Agreement, this
Agreement shall terminate, and Executive shall be entitled to one (1)
year of severance pay at the base salary Executive is earning on the
date of such resignation. In the event of Executive's voluntary
resignation, Executive's right to MIP Compensation, if any, shall be
determined in accordance and consistent with the MIP Program terms.

(b) In the event Genmar Kansas terminates Executive's
employment for any reason other than those listed above in 6.03 as a
termination event for cause, prior to termination under Sections 6.05
or 6.06 below, Executive shall be entitled to one (1) year of
severance pay at the base salary Executive is earning on the date of
such severance. In the event of a termination under this Section
6.04(b) Executive's right to MIP Compensation, if any, shall be
determined in accordance and consistent with the MIP Program terms.

(c) In the event Executive is terminated in accordance with
Section 6.03 hereof, no severance, MIP Compensation or other
compensation or benefits, other than required by applicable law, shall
be due to or paid to Executive. Executive will be paid, however, base
compensation to the date of and including such termination.

6.05. DEATH. Executive's employment and this Agreement will be
deemed terminated upon the death of the Executive, and no severance shall be
due of Executive or his estate.

6.06. EXPIRATION OF AGREEMENT. Upon the expiration of the term of
this Agreement as set forth in Section 3.01, Genmar Kansas may consider a
renewal of this Agreement for an additional term or negotiating a new agreement
with Executive, but shall be under no obligation to do so. If this Agreement
is not renewed or a new agreement is not entered into, Executive's employment
will be deemed terminated upon the expiration of the term of this Agreement.

ARTICLE 7

PROTECTION OF TRADE SECRETS AND
CONFIDENTIAL BUSINESS DATA

7.01. TRADE SECRETS AND CONFIDENTIAL INFORMATION. In the
performance of his duties, Executive may be promised and/or become aware of,
either directly or indirectly, information regarding or belonging to Genmar
Kansas, Genmar Industries or Genmar Holdings which constitutes Trade Secrets
or confidential information and business data ("Confidential Information").

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Confidential Information shall include Trade Secrets and is defined herein,
without limitation, as any information or compilation of information relating
to Genmar Kansas' procedures, techniques, methods, concepts, ideas, affairs,
products, processes and services, including but not limited to, information
related to marketing, merchandising, selling, research, development,
manufacturing, purchasing, accounting, engineering, financing, costs,
customers, plans, pricing, billing, needs of customers and products and
services used by customers, all lists of customers and their addresses,
prospects, sales calls, products, services, prices and the like as well as
any specifications, formulas, plans, drawings, accounts or sales records,
sales brochures, codebooks, manuals, trade secrets, knowledge, know-how,
pricing strategies, operating costs, sales margins, methods or operations,
invoices or statements and the like.

The foregoing list of Confidential Information is not intended to be
exclusive. From time to time during the term of his employment, Executive
may gain and has gained access to other Confidential Information concerning
the Business or which may be of commercial value to Genmar Kansas, Genmar
Industries or Genmar Holdings, which Confidential Information shall be
included in the definitions under Section 7.01 above and even though not
specifically listed. Genmar Kansas and Executive acknowledge and agree that
such Confidential Information in part constitutes Trade Secret information
because Genmar Kansas, Genmar Industries and Genmar Holdings derive economic
value from the fact that such information is not generally known or readily
ascertainable by proper means by competitors of Genmar Kansas, Genmar
Industries and Genmar Holdings or potential competitors who may obtain
economic value by its disclosure or use. The provisions of this Article 7
apply to any form in which the Confidential Information may appear, whether
written, oral or any other form of recording or storage.

7.02. COVENANTS. Executive covenants and agrees that both during
and after his employment with Genmar Kansas, the foregoing Confidential
Information will not be communicated or disclosed by him (directly or
indirectly) to any person or entity, including but not limited to, other
business concerns, including competitors of Genmar Kansas, Genmar Industries
and Genmar Holdings, the press, other professionals, corporations,
partnerships or the public. Executive further agrees to never use such
information, directly or indirectly, for Executive's benefit or the benefit
of any other person, firm, corporation or entity. Executive agrees to take
reasonable security measures to prevent accidental disclosure and industrial
espionage. Executive further covenants and agrees that he will faithfully
abide by all rules and regulations established by Genmar Kansas, Genmar
Industries and Genmar Holdings for insuring the confidentiality of the
foregoing Confidential Information, including, but not limited to, rules and
regulations:

(a) Limiting access to authorized personnel;

(b) Limiting copying of any writing or recording;

(c) Requiring storage of documents in secure facilities
provided by Genmar Kansas and limiting safe or vault lock
combinations or keys to authorized personnel; and

(d) Checkout and return or other procedures or regulations
promulgated by Genmar Kansas from time to time.

C-6

The obligations of this Section 7.02 shall indefinitely survive Executive's
employment with Genmar Kansas and continue until the applicable Confidential
Information is no longer confidential and becomes generally publicly known,
other than as a direct or indirect result of the breach of this Agreement by
Executive or a breach of a confidentiality obligation owed to Genmar Kansas
by any other person or entity.

7.03. RETURN OF GENMAR KANSAS PROPERTY UPON TERMINATION. Upon
termination of Executive's employment with Genmar Kansas, whether voluntary
or involuntary, Executive will return to Genmar Kansas any and all written or
other recorded form of the Confidential Information, and upon leaving Genmar
Kansas' place of business, will not have in his possession at any location or
have any entitlement to take any Confidential Information, in any form, which
may have been entrusted to him during the course of his employment or to
which he had access or possession.

ARTICLE 8

INVENTIONS OR DISCOVERIES

8.01. COVENANTS. Executive acknowledges that inventions or other
discoveries may be developed, conceived or otherwise made by Executive during
employment with Genmar Kansas. Executive agrees that all such inventions or
other discoveries shall be the exclusive property of Genmar Kansas. With
respect to all such inventions or other discoveries, Executive agrees to:

(a) Keep accurate, complete and timely records, which
shall be Genmar Kansas' property and be retained on Genmar
Kansas' premises; and

(b) Promptly and fully disclose and describe all such
inventions or other discoveries to Genmar Kansas; and

(c) Assign (and Executive does hereby assign) to Genmar
Kansas all of Executive's rights to these inventions or other
discoveries, and to application for letters patent or copyrights
in all countries and to letters patent or copyrights granted upon
these inventions or other discoveries in all countries; and

(d) To do such other acts as may be necessary in the
opinion of Genmar Kansas to preserve property rights to these
inventions or other discoveries against forfeiture, abandonment
or loss and to obtain and maintain letters patent or copyrights
and to vest the entire right and title thereto exclusively in
Genmar Kansas.

8.02. SURVIVAL OF COVENANTS. The obligations of this Article 8
shall indefinitely survive the termination of Executive's employment with
Genmar Kansas with respect to inventions or other discoveries conceived or
otherwise developed during Executive's employment and shall be binding upon
any and all of Executive's assigns, executors, administrators and other legal
representatives.

8.03. EXCLUSIONS. Genmar Kansas hereby notifies Executive, and
Executive understands and agrees, that the foregoing terms of this Article 8
do not apply to any invention or other discovery for which no equipment,
supplies, facility, or Confidential Information of Genmar Kansas were used
and

C-7

which was developed entirely on Executive's own time, and (a) that does not
relate (1) directly or indirectly to Genmar Kansas' Business or (2) to Genmar
Kansas' actual or demonstrably anticipated business research or development,
or (b) that does not directly or indirectly result from any work performed by
Executive for Genmar Kansas.

ARTICLE 9

COVENANT NOT TO COMPETE

In view of the substantial economic benefit Executive is receiving
from Genmar Kansas' acquisition of substantially all of the assets of Horizon
Marine, along with the compensation and benefits set forth herein, as well as
Executive's participation in the Genmar MIP, Executive agrees that at no time
during the term of this Agreement and Executive's employment with Genmar
Kansas and for a period determined by the later to occur of either of the
following: (i) twenty-four (24) months following the termination of
Executive's employment (whether voluntary or involuntary), or (ii)
twenty-four (24) months following Executive's last payment by Genmar Kansas
of the Earn-Out Consideration, will Executive, directly or indirectly,
without the prior written consent of the Genmar Kansas Board of Directors,
(a) solicit or do competitive business with any person or entity that is or
was a customer or vendor of Genmar Kansas within the twelve (12) months prior
to the date of termination, or (b) engage within the United States or Canada
in any similar or related business in competition with Genmar Kansas or have
any direct or indirect interest, whether as a proprietor, partner, employee,
shareholder, lender, principal, agent, consultant, director, officer or in
any other capacity or manner whatsoever, in any enterprise that shall so
competitively engage. Executive irrevocably agrees that the time period and
geographic scope of this restriction is reasonable because Genmar Kansas'
Business is conducted on a national and international scale and is not
limited to a particular geographic area within the United States or Canada.
Notwithstanding the foregoing, in the event this Agreement expires in
accordance with its terms at the end of the initial four (4) year term, and
is not extended beyond such date, then the period of the covenant applicable
in such instances shall be reduced FROM twenty-four (24) months following the
applicable event TO six (6) months following the applicable event.

ARTICLE 10

INJUNCTIVE RELIEF

10.01. COVENANT AND SURVIVAL PERIOD. The parties acknowledge that
Genmar Kansas will suffer substantial and material irreparable harm if
Executive breaches or threatens to breach this Agreement, either during or
after its term. Accordingly, Genmar Kansas shall be entitled, in addition to
any other rights and remedy it may have, at law or equity, to any injunction,
without the posting of a bond or other security, enjoining or restraining
Executive from any violation or potential violation of this Agreement, and
Executive hereby consents to Genmar Kansas' right to the issuance of such
injunction. In any proceeding by Genmar Kansas to enforce any provision of
Articles 7, 8 or 9 hereof, Genmar Kansas shall, in addition to any injunctive
relief to which it may be entitled, be awarded damages to be determined by a
court of competent jurisdiction as well as all court costs, disbursements,
expenses and attorneys' fees incurred by Genmar Kansas.

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10.02. EXTENSION OF COVENANT PERIOD. In the event Executive
violates the terms of Article 9, the period of the restrictive covenant shall
be extended for two (2) years from and after the later of:

(a) The date which Executive ceases any violation; or

(b) The date on which a court issues an order or judgment
enforcing the terms of the covenant.

10.03. REFORMATION. In furtherance and not in limitation of the
foregoing, should any duration or geographical restriction on business
activities covered under this Agreement or any other provision of this
Agreement be found by any court of competent jurisdiction to be less than
fully enforceable due to its breadth of restrictiveness or otherwise,
Executive and Genmar Kansas intend that such court will enforce this
Agreement to the full extent that the court may find permissible by
construing such provisions to cover only that duration, extent or activity
which may be enforceable. Executive and Genmar Kansas acknowledge the
uncertainty of the law in this respect and intend that this Agreement will be
given the construction that renders its provisions valid and enforceable to
the maximum extent permitted by law.

ARTICLE 11

MISCELLANEOUS

11.01. GOVERNING LAW. This Agreement shall be governed according to
the laws of the State of Kansas.

11.02. ASSIGNMENT AND SURVIVAL. This Agreement is binding upon
Genmar Kansas and Executive and their respective heirs, personal
representatives, successors and assigns. The obligations of Articles 6, 7,
8, 9, 10 and 11 of this Agreement will survive the termination of this
Agreement; provided, however, that the services rendered by Executive to
Genmar Kansas under this Agreement are personal in nature and, therefore,
Executive may not delegate the Executive's duties or obligations under this
Agreement. Genmar Kansas may assign its rights and delegate its duties and
obligations under this Agreement.

11.03. NO WAIVER. The failure of either Genmar Kansas or Executive
to object to any conduct or violation of any of the covenants made by the
other under this Agreement will not be deemed a waiver of any rights or
remedies. No waiver of any right or remedy arising under this Agreement will
be valid unless set forth in an appropriate writing signed by both Genmar
Kansas and Executive. This Agreement shall not give Executive any right to be
employed for any specific time or limit Genmar Kansas' right to terminate
Executive's employment at any time, with or without cause.

11.04. MODIFICATION. This Agreement supersedes and replaces any and
all prior and written understandings, if any, between the parties relating to
the subject matter of this Agreement, including any previous employment
contract which is hereby revoked. The parties agree that this Agreement (a)
is the entire understanding and agreement between the parties and (b) is the
complete and exclusive statement of the terms and conditions thereof, and
there are no other written or oral

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agreements in regard to the subject matter of this Agreement. This Agreement
shall not be changed or modified except by a written document signed by the
parties hereto.

11.05. UNIQUE NATURE OF AGREEMENT. The covenants made in, and the
rights conveyed by, this Agreement are of a unique and special nature. Any
violation of this Agreement by Executive will result in immediate and
irreparable to Genmar Kansas. In such event, Executive acknowledges that
this Agreement entitles Genmar Kansas to an injunction or decree of specific
performance from a court of equity in addition to other rights or remedies
which Genmar Kansas may have at law or in equity. Executive hereby waives
the right to assert the defense that any such breach or violation can be
adequately compensated in damages and in an action at law.

11.06 SEVERABILITY. The covenants, provisions, and sections of
this Agreement are severable. If any portion of this Agreement is held to be
unlawful or unenforceable, the same will not affect any other portion of this
Agreement, and the remaining terms and conditions or portions thereof will
remain in full force and effect. This Agreement will be construed in such
case as if such unlawful or unenforceable portion had never been contained in
this Agreement, in order to effectuate the intentions of Genmar Kansas and
the Executive in executing this Agreement.

11.07 NOTICES. All notices, demands and other communications
provided for hereunder shall be in writing and shall be given either by
personal delivery, via facsimile transmission (receipt telephonically
confirmed), by nationally recognized overnight courier (prepaid), or by
certified or registered first class mail, postage prepaid, return receipt
requested, sent to each party at its/his address as set forth below or such
other address or in such other manner as may be designated by such party in
written notice to each of the other parties. All such notices, demands and
communications shall be effective when personally delivered, one (1) business
day after delivery to the overnight courier, upon telephone confirmation of
facsimile transmission or upon receipt after dispatch by mail to the party to
whom the same is given or made:

If to Executive: Xxxxxxxx X. Xxxxxx
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000

with copy to: Weary, Xxxxx, Xxxxx, Xxxxxxxxx & Xxxxx, LLP
000 X. Xxxxxxxxxx Xxxxxx
P. O. Xxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx

If to Genmar Kansas: Genmar Manufacturing of Kansas, L.L.C.
x/x Xxxxxx Xxxxxxxx, Xxx.
Xxxxx 0000
000 X. Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, XX

with copy to: Xxxxxx and Xxxxxx, P.A.

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2400 IDS Center
00 X. 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx

IN WITNESS WHEREOF the following parties have executed the above
instrument the day and year first above written.

GENMAR MANUFACTURING OF KANSAS, L.L.C.

By____________________________________
Its______________________________

EXECUTIVE:

______________________________________
Xxxxxxxx X. Xxxxxx

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SCHEDULE 1

GENMAR MIP

1999 MANAGEMENT INCENTIVE PLAN

1. Management Incentive Plan ("MIP") will be based on three criteria,
namely: (a) operating profits at your subsidiary or division ("Division
Profit"); (b) Genmar consolidated operating profit ("Genmar Profit"); and
(c) asset management achieved as compared to goals established for your
subsidiary or division ("Asset management").

2. Total bonus will be based 85% on Division Profit and 15% on Genmar
Profit. The Asset Management criteria will be measured on an annual
basis. This criteria will increase your OVERALL bonus by up to 15% for
exceeding your company or division goal or reduce your total bonus by up
to 25%, for underperforming your company/division goal.

3. The Genmar Profit criteria is $______ million below which there will be
no bonus on the basis of that criteria. Your Division Profit criteria is
as set forth in the attached schedule.

4. If net revenues exceed plan then the Asset Management targets will be
adjusted by a percentage equal to one-half (1/2) of the percentage by
which revenues exceed plan.

5. The bonus must be self-funded. That is to say, Division Profit and
Genmar Profit must be after reserve for bonus.

6. You must be employed on June 30, 1999 to earn a bonus. There will be no
pro rata or partial payments. Bonuses are computed from current salary
on June 30, 1999.

7. Division Profit and Genmar Profit will be determined on the basis of
Generally Accepted Accounting Principles consistently applied and will be
finally determined by the Genmar Board of Directors or Executive
Committee ("Board") following completion of the annual audit.

8. Any significant extraordinary occurrence (positive or negative) which
impacts the bonus will be taken into account in a manner which assures
fair administration of the Plan.

9. No participant in the Plan shall expect to receive a discretionary bonus
in addition to the bonus.

10. There will be a significant partial distribution of bonus in early August
1999 with the balance to be paid upon completion of the audit and Board
approval.

11. Any company actions outside of the MIP Program requested by corporate or
company President must be documented and signed by the corporate
President and Chief Financial Officer and the company President and then
will be taken into consideration when computing

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the final MIP payments. Basically, agreements should be approved in
advance and in writing in both files so there is no confusion since
the decision affects a number of people.

Genmar President ____________________________________

Genmar CFO ____________________________________

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GENMAR HOLDINGS, INC.
MIP PARTICIPANT PAYOUT COMPUTATION EXAMPLE
FISCAL 1999

Assumptions -

(1) Division operating profit achieved at a 143% accelerator level.

(2) Division capital employed achieved at a 113% accelerator level.

(3) Corporate-wide operating profit achieved at a 126% accelerator level.

(4) Corporate-wide capital employed achieved at a 95% (penalty) accelerator level.

(5) Participant at $60,000 Base Salary & 25% Base Goal Objective.

-------------------------------------
ACCELERATORS
Base Goal -------------------------------------
Weighting Salary Objective Operating Profit Capital Employed Earned MIP
--------- ------ --------- ---------------- ---------------- ----------

Division 85.0% 51,000 25.0% 143.0% 113.0% 20,603
Corporate 15.0% 9,000 25.0% 126.0% 95.0% 2,693
------- ----------------------------------------------
---------------------------------------------------------------------------------------------------------
Total 60,000 23,296
-------- --------
-------- --------

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--------------------------------------------------------------------------------
1999 MIP INDEXES

CORPORATE (CONSOLIDATED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Base Accelerator 100%

Budget -
--------------------------------------------------------------------------------

Operating Profit Accelerator
--------------------------------------------------------------------------------
100%
TO BE DETERMINED 109%
117%
126%
134%
143%
171%
200%
229%
257%
286%
314%
343%
371%
400%
429%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OVER $________ DISCRETIONARY
--------------------------------------------------------------------------------

C-15

GENMAR HOLDINGS, INC.
Average Capital Employed
1999 Budget MIP Program Targets & Accelerator Computations

-----------------------------
-----------------------------
MIP % Consolidated
Accelerator/ (Corporate
Decelerator Goal)
-----------------------------

1999 budgeted average capital employed N/A -
-----------------------------
-----------------------------
Variations from 1999 budget:
Capital employed INCREASE - level 10 -25.0% -
-----------------------------
Capital employed INCREASE - level 9 -22.5% -
-----------------------------
Capital employed INCREASE - level 8 -20.0% -
-----------------------------
Capital employed INCREASE - level 7 -17.5% -
-----------------------------
Capital employed INCREASE - level 6 -15.0% -
-----------------------------
Capital employed INCREASE - level 5 -12.5% -
-----------------------------
Capital employed INCREASE - level 4 -10.0% -
-----------------------------
Capital employed INCREASE - level 3 -7.5% -
-----------------------------
Capital employed INCREASE - level 2 -5.0% -
-----------------------------
Capital employed INCREASE - level 1 -2.5% -
-----------------------------
1999 budgeted average capital employed 0.0% -
-----------------------------
Capital employed REDUCTION - level 1 1.0% -
-----------------------------
Capital employed REDUCTION - level 2 2.0% -
-----------------------------
Capital employed REDUCTION - level 3 3.0% -
-----------------------------
Capital employed REDUCTION - level 4 4.0% -
-----------------------------
Capital employed REDUCTION - level 5 5.0% -
-----------------------------
Capital employed REDUCTION - level 6 6.0% -
-----------------------------
Capital employed REDUCTION - level 7 7.0% -
-----------------------------
Capital employed REDUCTION - level 8 8.0% -
-----------------------------
Capital employed REDUCTION - level 9 9.0% -
-----------------------------
Capital employed REDUCTION - level 10 10.0% -
-----------------------------
Capital employed REDUCTION - level 11 11.0% -
-----------------------------
Capital employed REDUCTION - level 12 12.0% -
-----------------------------
Capital employed REDUCTION - level 13 13.0% -
-----------------------------
Capital employed REDUCTION - level 14 14.0% -
-----------------------------
Capital employed REDUCTION - level 15 15.0% -
-----------------------------
-----------------------------
-----------------------------
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
MAX PENALTY -

BUDGET ALL BLANK AREAS ARE TO BE DETERMINED -

MAX BENEFIT -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

NOTE: This scale will be subject to adjustment on the basis of
the % increase/decrease in actual 1999 revenues vs. budgeted 1999
revenues. The % adjustment applied to this scale will be equal to
one-half of this % increase/decrease in revenues.

C-16

EXHIBIT D

NON-COMPETITION AND CONTINUITY
OF BUSINESS DEALINGS UNDERTAKING

UNDERTAKING dated ______________, 19___ by _____________________ in
favor of ____________________, a Delaware limited liability Company
(hereinafter called the "Company").

RECITALS

A. The Company has entered into an Agreement of Purchase and Sale
of Assets, dated _______________, 1998 (the "Agreement"), with
________________, a limited liability company, having its principal office at
____________________, _____________________, (hereinafter called "Seller")
and the shareholders of Seller, pursuant to which the Company is to Purchase
from Seller, and Seller is to sell to the Company, all of the business,
assets, properties, goodwill and rights of Seller (the "Seller's Assets"); and

B. The undersigned is one of the parties referred to in the
Agreement as being required to execute and deliver this Undertaking.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good
and valuable consideration, the receipt of which by the undersigned is hereby
acknowledged, and in order to induce the Company to purchase the Seller's
Assets pursuant to the terms of the Agreement, the undersigned hereby
undertakes and agrees as follows:

1. The undersigned will not, for a period of twenty-four (24)
months from the date of the closing of the transactions contemplated by the
Agreement (hereinafter called the "Closing"), or, if the undersigned shall be
or become an employee of the Company, for a period of (i) two (2) years after
the termination of undersigned's employment, or (ii) two (2) years after the
last payment of the earn-out consideration under Section 2.2 of the
Agreement, whichever is later (the "Limited Period"), directly or indirectly,
anywhere in the United States or Canada or within the geographical area or
territory where the Business of Seller is presently being conducted or may
from time to time be conducted by the Company during the Limited Period, own,
manage, operate or control, or participate in the ownership, management,
operation or control of, or be connected with or have any interest in, as a
stockholder, director, officer, employee, agent, consultant, partner or
otherwise, (a) any business which designs, manufactures, produces, sells or
distributes product the same or similar to the Business, or any other
products which have been manufactured, produced, sold or distributed by
Seller or which are competitive therewith or (b) any other business which is
competitive with the Business conducted by Seller or any of its Affiliates
during the Limited Period; PROVIDED, HOWEVER, that nothing contained herein
shall prohibit the undersigned from owning less than 5% of any class of
securities listed on a national securities exchange or traded publicly in the
over-the-counter market. If any of the provisions of this paragraph is held
to be unenforceable because of the scope, duration or area of its
applicability, the court making such determination shall have the power to
modify such scope, duration or area or all of them, and such provision shall
then be applicable in such modified form.

D-1

2. The undersigned will use his or its best efforts to preserve
the business organization of Seller, to keep available to the Company the
services of Seller's present officers, employees and agents and to preserve
for the Company Seller's present business relations with its suppliers,
distributors, customers and others, and the undersigned shall not, either
before or after the Closing, commit any act, or in any way assist others to
commit any act, which will injure the Company or the business heretofore
conducted by Seller, and, without limiting the generality of the foregoing,
the undersigned will not divulge any Confidential Information or make
available to any others any documents, files or other papers concerning the
business or financial affairs of Seller.

3. Since the Company will be irreparably damaged if the provisions
hereof are not specifically enforced, the Company shall be entitled to an
injunction restraining any violation of this Undertaking by the undersigned
(without any bond or other security being required), or any other appropriate
decree of specific performance. Such remedies shall not be exclusive and
shall be in addition to any other remedy which the Company may have.

4. Any terms or phrases capitalized herein and not otherwise
defined shall have the meaning(s) ascribed to them in the Agreement.

This Undertaking shall inure to the benefit of the Company and its
successors and assigns, shall be binding upon the undersigned and his or its
successors and assigns and may not be modified or terminated orally.

-----------------------------------
[Type or Print Name]

-----------------------------------
[Signature]

D-2

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Table of Contents

AGREEMENT OF PURCHASE AND SALE OF ASSETS

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