Hearing: LOUIS CASTAGNA VS. ASBESTOS DEFENDANTS (B/P)AS REFLECTED ON EXHIBITS et al

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Selman Breitman LLP
ATTORNEYS AT LAW
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28

WI646.1 197728787

RICHARD D. DUMONT (SBN 107967)

rdumont@selmanbreitman.com

PAUL J. GAMBA (SBN 146097)
amba@selmanbreitman.com

SELMAN BREITMAN LLP

33 New Montgomery, Sixth Floor

San Francisco, CA 94105

Telephone: (415) 979-0400

Facsimile: (415) 979-2099

Attorneys for Defendant
LAMONS GASKET COMPANY

ELECTRONICALLY
FILED

Superior Court of California,
County of San Francisco

OCT 29 2010

Clerk of the Court
BY: JUANITA D. MURPHY
Deputy Clerk

SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN FRANCISCO - UNLIMITED JURISDICTION

LOUIS CASTAGNA,
Plaintiff,
Vv.
ASBESTOS DEFENDANTS (BP),
Defendant.

Case No. CGC-07-274230

EXHIBIT C TO THE
DECLARATION OF PAUL J.
GAMBA IN SUPPORT OF LAMONS
GASKET COMPANY'S MOTION IN
LIMINE TO BIFURCATE THE
TRIAL ON THE ISSUE OF
SUCCESSOR LIABILITY, OR
ALTERNATIVELY REQUESTING A
HEARING UNDER CALIFORNIA
EVIDENCE CODE § 402 TO
DETERMINE THAT LAMONS
GASKET COMPANY IS NOT
LIABLE FOR FLEXITALLIC
GASKETS DISTRIBUTED BY
POWER ENGINEERING &
EQUIPMENT CO., INC. —- PART 2 OF
3 - Motion in Limine No. 42

Action Filed: June 6, 2007
Trial Date: October 29, 2010

1
EXHIBIT C TO THE DECLARATION OF PAUL J. GAMBA IN SUPPORT OF LAMONS GASKET

COMPANY'S MIL NO. 42EXHIBIT CDECLARATION OF RICHARD §, OWEN

J, Richard S, Owen, declare as follows:

L Tam over the age of elghteen and I am competent to make thle declaration, {have
personal knowledge of the matters stated herein, and If called as a witness ag to such matters, |
could end would competently testify thereto. As to those mattors stated upon Information snd
belief: | have made a reasonably diligent search and inquiry and on thet basts am informed, believe
and aver such matters to be true.

2 Jam oprrently the President of Lamons Gasket Company (hereinafter “Lamons”),
whose principal place of business Is In Houston, Texas.

3 have been an employee of Lamons since 1973. From approximately 1973 untll
approximately 1975, | was a purchasing agent for Lamons. In approximately 1973, } became the
plant manager. In approximately 1983, ! bacame President of Lamons, and have served in thet
position continuously from approximately 1983 to the present. Dering my employment with
Lamons, J have acquired certain knowledge and information regurding Lamons’ corporate history,
its products, competitors end markets.

4 ‘Lamons was originally Incorporated under the laws of the State of Texas in 1958.
Lamona was formerly known as Lamons Metal Gasket Company untll December: 29, 2003.

5. ‘ Since its inception, Lamons has speclalized in manufacturing and marketing two
genertl types of gaskets: (1) splral wound gaskets; and (2) metal jacketed gaskets. Lamons ceased
manufacturing and selling asbestos-containing products in the United States in approximately

1992, .
6 Prior to 1976, Lamons hed occasional sales of Its own products in Californis. In

1976, Lamons entered into an exclusive distributorship agreement with Power Engineering &
Equipment Co., Inc, a Californla corporation, whereby Power Engineering & Equipment Co, Inc.
agreed to sell and/or otherwise distribute Lamons’ gaskets in Califomia and other Western States.
A tree and correct copy of the Distributorship Agreement by and between Lemons Metal Gasket
Company and Power Engineering & Equipment Co., ine. is attached hereto ag Exhibit A.

Rh By way ofan Asset Purchase Agreement dated July 1, 1986, Lamons soquired the

1
DECLARATION OF RICHARD S OWEN biassets, only, of Power Engineering & Equipment Co., Inc. f executed the Asset Purchase
Agreement on behalf of Lamons. A true and correct copy of the Asset Purchase Agreement by and

_ between Lamons and Power Engineering & Equipment Co., Inc, which J executed on behalf of

‘Lemons, is attached hereto as Exhibit B,

g Based on information and belief, Power Engineering & Equipment Co, Inc. sold,
supplied and/or distributed spiral wound gaskets manufactured by Flexitallic Gasket Company,
Inc. in California from approximately 1948 untit approximately 1976.

9 Jam informed and believe that Power Engineering & Equipment Co, Inc. ended Its
business relationship with Flexitallle Gasket Company, Inc, In approximately 1976, and Power
Engineering & Bquipment Co., Ine, never again sold, supplied and/or distributed any Flesitallic
products. :
10, Pursuant to the terme of the Asset Purchase Agreement, Lamons purchased all of
Power Engineering & Equipment Co. Inc.'s “business, assets [,] and rights... Including without
limitation all cash and cash investments, accounts recelvable, tanglble property, books and records,
patents, trademarks, trade names, good will and other intangibles and all of [Power Engineering &
Equipment Co. Inc.'s] rights under leases, contracts and other documents.” (See attached Exhibit
B, at § 1.03,)

14. Asa term of the Assct Purchase Agreement, Lamons agreed to assume all of Power
Engineering & Equipment Co, Inc.'s contractual obligations existing at closing, all of its rade
lisbilities and obligations, to receive and deliver goods outstanding at closing, and all of Power-
Engineering & Equipment Co. Inc,'s obligations to service, repair, replace, or provide products or
services under warranties in effect et olosing for produats or services conveyed by Power

| Engineering & Equipment Co., Inc. prlor to the dave of closing. (fd. at § 1.02.)

12, ‘The Asset Purchase Agreement specifloaily provided that Lamons was “not
assuming or agreeing to pay or perform any debts, liabilities, contracts, commitments, or
obfigations” not delineated in the Asset Purchase Agreement. (/. at § 1,03.)

13. Power Enginesring & Equipment Co., Ing, specifically represented in the Asset
Purchase Agreement that it hed no outstanding labllities “with reapect to the manufieture or sale

ft

2
DECLARATION OF RICHARDS OWEN #of defective products.” {id at § 3.18)

14, The purchase price pald by Lamons to Power Engineering & Equipment Co, Inc.'s
stockholders was three mitlion four hundred thousand dollars ($3,400,000.06). (/d, at § 2.02.)

13. Pursuant to the terms of the Asset Purchase Agreement, Lamons did not assume or
agree to pay or perform any debts, liabilities, contracts, commitments or obligations of Power
Engineering & Equipment Co, Inc. which related to the sale, supply and/or distribution of
asbestos-containlug products by Power Engineering & Equipment Co,, Inte.

16. The Asset Purchase Agreement made 19 proviston for Lamons to assume any tort
finbitities, contingent or atherwise, of Power Engineering & Equipment Co., Inc.

17. When Lemons purchased the assets of Power Engineering & Equipment Co., Inc. in
1986, neither Lamons nor Power Engineering & Equipment Co., Inc. had been sued In an asbestos
‘personal injury or wrongful death lawsuit. In addition, at thet time, | wes not aware of. any
indication that Lamons or Power Engineering & Equipment Co., Inc. would ever be sued in an
asbestos personal injury or wrongful death lawsuit.

18. Lamons never agreed to assume any liabilities or obligations of Power Engineering
& Equipment Co., Ine, for its sale, supply and/or distribution of asbestos-containing products,
including those products manufsetured by Flexttallic Gasket Company, Inc. Thus, Lamons
specifically denies any liability for Power Engineering de Equipment Co., Inc.'s sale, supply and/or
distribution of such products.

I declare upon penalty of perjury under the laws of the State of California that the
foregoing is true and correct based upori my personal knowledge, except as to those matters stated
upon information and belief, As to those mutters stated upan information and belief, | am
informed and belleve and on that basis aver that such niatters are true and correct.

Executed this Ag oh In Houston /fexas,

Le.

3.
DECLARATION OF RICHARD § OWENEXHIBIT “A” TO THE DECLARATION OF
RICHARD §, OWENWeserauee 440 pak cao vae 9870 a goes

Tar yi .
Tee ~ -
DISERIBUORSEE HE. AGREEMENT

wf
THIS AGHURMENT, executed on thie thé kb. ty of
— QBt 876; by 208 vatween Lancine Rotal Gaakor™
Company, thoreinatter xeferred te ae “the Company®}, and. Power

eR RaRtPAR A owr ther Perea fEhRerEERSE

Califorass 50539 {hereinafter veterrad to as “blatedbuter) , ”

. WERUBe eee
WHEREAS, the’ Company desizes to wh ice products
to Dlmtvsbutor and Dietributoy dusized te. purchaee the Sonpany ‘a ‘

. pPRotoces tox resale; . ‘
: | NOW, .HEREFORE, in onsiderstion of covenante and
. agreenants contadned herein, Ut 19 AGRERD 8 FOLLONS1
2. The Company hereky agresa to salt ite-praducts —
te Dirtzibutor, and subject to the Limieations contained in
” paragraph § balow, hereby renee Distxiovtor the secluaive
eight to sett the company's auots Att the following Area
VE Prinexy Responsibility (hereinetter referved to as the
“Azne")y The status of Arizona, Clifornia, Reveid, Vavada,
Oregon ang Washington. dlatributor agreas to parchage tha
Company ta produnte and to be venponsibis for developtig- ana
serving the above-described Area of Frimary Reaponsibility
and agcees to devote ite best efforts town full development
OF axlug of the Company's prodicts in such Area, Xt ia under-.
_ ttond that the dusignétion of the ahove-descsdned area of

» NOWELENOYD svsne Hdgest 1 CePe-3 fF oHeGABNBYD eHOMTIAg 1NRS
ene tte FATE Sm CTE AIRE imams amet eae

BLEIETEC.L

Fo aegaenminesser avt ewes gerry vn way v4T O84, ee

woos

i ° .

Primary ‘Reaponsibility 1s net to be construed to peohibit

sales. by olatributor ontaids wuch Area, *

2.0 this agveanant hall bw effactive beginning

“with the date of- txocutlon herest, - ‘The term of ‘thig agreenant

hall be tox. four {4} years ‘trom the effective date hergot

te“ShSTT Be Panevad aptoratioally ¢rom yenx to your thereafter
anless sooner terminated an provided hereinafter; provided *

that ether party may elect aot to redew thic egreemant, with - .

Or without eaube, by giving tha other ‘party wedtten notice
sixty (405 days prick to the etpixzation of the primary tern
OF any yenewal corm hereof,‘ in vhich event this. -agracment

whall Se duened’ to be tecminated and cancelled
t , then asta of such term,

ae of the gepizay

3,00 This agreement mey be tarmminated andys
Cay ay the muttel consent of both paxtles
embodied in a written aqreanant executed

ox

z horoaty ox’ .

* +" by an execugive offiear of axe party)

ib} ay either party ag’ provid tap paragraph

(a) By the Company, ag its option, if iw the

epinion of the Company, the Distributor
dada dofentk an Payment OF dte obligations

+ owed to tha” Company for A pardioé of thirty

f niceetersoir  SonOeRAANRVS SNORT F atdBEL EL CeetT
» wiiearane® TeRdww8t

4

‘ri aRs¥0 SHOUTS AG ae

TRMEIST £60 1 atou wats wear cmwoe?

» 130} days or More, ox Le’unable to pay +
‘tee debts ae they mature (for the purpose -
. of this Mubparsqraph, Divtdbacor shalt |”
be domed te. be in default in payment
of its obligations oved ty the Company

if Dintelbutor-shat Tne LIES Bay

oe

any involés ox other obligation in ful)
Within thirty (90) days ecm tha dake”
| of audh invoice ov obligation, as pro~
vided in paragraph 7 herent); of
‘ta - BY edther pazty, at ite option, in the +
"evant of the other party's failure to .
comply with any Of. the torms and cond Le
tions of this agreeninty or"
te} By the Company ae provided in paragraph
: U7? heeeot,, | Bs ‘ .
‘Tevtination under. nubparageaph is} of this paragraph shalt
be effective five (8) :daye after tia Company sends written
Hosing £0 Dintributor of dee intent to ko teminate, farninae
tion under “eubpatagraph (8) of this paragraph SURVL be afiactive
*hirty (30) daya after weitten notéos ie sent te the defautting
Party by the tarminating party. dpon termination of this
ageeament dn any manner: ait obligations under thig agreement
ShetL ovame, except foe (1) the obligation to PAY money and
14) biats thutor's obsigations under Paregzaph 20 hereot,

~de

5 PSLENNVD ANONYT ¢ hbesh 2 C8=Po<$ “Toke LENGVD su ISAB Luge
1 meeaoceene anaes ee ET Tan neiceanave sitywow

which obligations ghall be deensd to wurvdve tarminatton of
this agrasnont, a

“4. During the term of this aqevenent, Distedbutor
shall paxchaee and the Company sheik ‘pedd to Distributor ite
Products in auch quantities that Disteibutor wild have a full +

"Une of such on products on hand at all He Sanaa enue

ments of Distributar's trade, - . .
5. Digerfhutor aoknowledgee thet one OF ‘ite. arinate!
_ Pet obligntione under thie agreeaont we te develop fully sates
62 tha Company's products in DintrSputor's AgNg of Primary‘
Responedbi lity, this Obligation shall be discharged dag
wanker satisfactory to the Company; provided that the Company
agreng that ao _pbligation heveunder Will be -imposed on Distriby-
tor that 48 NOt imposed (O8 BLL other comparable exclusive .
éistrioytors, Withoot Limiting the genezality or ‘the foregoing,
to this end, Distributor agrees that it will  s .
(a) Dovete ite bast extorts toward the full
development “of sales of the Company's
products in auch Areas poe ee
(©) Madetain e-plaoe of business and aedles —
#tat? in auch Area sultable for handling
7% aAL wales of the Company's product ‘and
sales promotion activity; .
{eo} Xmnediataly follow up on direst ox eeferred

inquiries from prospective customers) .

a=ae
- , . re
mNOR-OLENOVD aNOHT ¢ Hdots1 7 tePE~S 1 NOMCLSIGVD ShoNIEAE LHGE

e3egeeeeb le”
a har eens ate wee: PURLEY cawwntar ¢ eine vae reof vartows densities. ‘the Company agrees to supply Literature,
satelogs, brochures ; ate, aE ‘required tor the promotion and

. BiG OF the Company's products. . +
Me . Dietrinitar shall pay fox the Company's products

. » dn agcerdance with ‘the prices duternined by tha Company from
tech hhebooeitosehenr te company oe prio ki an
discount shewts, Gales to Distzibuter shall be, at Lief price ,
lews the Company te SLacount schedule “for pistributors. ‘the:
Company's. aivcount rachedile ie uniform for ai diaeributors.
The Company revervas thes right” to shange prices, taxms and .

ddavounts, The Conpany agrees to provide Divtributers with
© adaty. (60) dayét wettten notios of any change in terms, prices’
or discounts prior to Hook changs, Prices on since outers
eatbined tox 2 Frid
* cH ecued tenets stone
es offices Richmond ox Belge
‘ on all other ahipmancs wot be F,O,3B. Conpany 's nase the
Gompany?#* bexms are 14 fen (10) days, thirty (39), Saye nets
8, The Company’ agreas to provides Distributor with ©
/fchedules showing the Compeny's suggested discounts and aebup
sharges ke: serve ss A guide to Distributor. oletributor ac~ '
knowledges that these schedules are furntared only esa guide"

Bad ava not binding on pistrdbuter, 7
7 3.0 othe Company. roalives that it may take Bigeributor,

‘ some partoa of time to properly balance’ its stock to service

¥ note G13 “snc pie i teed i “poiegasKave shots tae JB
pee S au ~~ EMROLTTT ‘TBeWaG 7 Oka, MATUOIITEL MOURA nt

A een teeth, < STORGGNSETEweraes

| Dletrivtor's aves of Frinary Responetbs ity adequately; the
Company therafora agress to allow Distxibutorz, one year iter
siipmant of the inftin] order, to exchange standard items
that have not moved ‘for’ more (popular genders), ontalog standard «
gaskets of aqtal ‘velus. any such axstitings itens’ are to be

veturned to the company gaily steer qpsgifis auchostankigy——————

’ '

Ree been obtained trom the Company. he Company will supply
Proper Sdontdtiontion forms for saok Fetus, The return -
Shipment mast be properly, packed to. avolt demsge in transit,
* Tensportattcn charges will be prepaid, any Ateme thet are .
Fetumad for skchange mitet be in salable condition and ara . ‘
eabtace ty ingpection by the Company,

2D, In an effort to promste proper otooking ‘on °
the part. of istrdputor, the Company fagther agreas tO parnit
“Distributor, on each snnivercaty date of this agreement, to .
return standard sakalog geeons of standard nateriala.end dimn-
sions which are. no longed reqiired fox stock. such rgatooking
‘shagz he wabject! toe restoeking eharge in the amount of 159
of the price of the ‘gaskets at the time of pilrchase. the
Company agrees to adoapt ‘standard atock eturne throughout
the year subject to g 254 restocking. charge. als returns
shall de Subject! to the oonditdons of the foregoing paragraph.
Vader ne clcoumstanoes will the Canpany gcospt the return

Of special Cudtomemades waakete, . . .
~J=
ro, sow: vateet 4 : SHoWD AON SAR Lage
a soseesoenie eH BASE SHOT | NUH f Hiteg § | MMHAELAAI AOR as

& sor oO HeORALwEET. |. . a

. : oe
*

r :

. _ AL. Tha Company enaouragas™ Distributor to partiol-
Pate in dts eistetbuter inductednation progeam. In thin cos
Waction, Distributeris key saldonen are enoovurayed eo make
4 trip to Houston to ohaerve the manufacture of Splragesi
grthets, Distributor WALL bear all. such travel expense; :
some racaullatnton onpanauasd APE PEE EEF
Program, . . oa

: 12, Dlatetbutor haveby assumes fuld veponstbility
for she payment of alt soft dbutions and payroll taxes now
ox hereafter imposed by any governmental authority with re so
spect to all employans of piuteibetor engaged in the performance .

“Of thie agreement and Distributor further agrees to comply

wath aly Fequirements’ chat axe Mow ox aay’ hexesftor be epecifiad

unde ordexa, notices ox reguiations of aniniotzetive officials

ef any yovernmentay, authority. -
ij, the rotatfonship; ‘betwaen tha. parties hereto
is that of vendor and vendea ang not of principal and agent,
Releher party 43 granted nor shalt have any ‘right o: skbnowtey
to awsome or orexte any obligation ox responsibility, axpraxs +
St implied, on behalf cf or in the name of the other ar to. : :
. bind the other in any manna o thing wbataouvar by kxdhten

CC Ore? statmenta: or otherwise.
La, Neither, this agrienent, nox any park thereof,
" Hor any shipping sontzact made hereunder had ae “erigned.

‘ ve ‘

eee | . . nO

ROR ENdEH Ls QEFO-R 1 HONMSLINSYD SNOT AS UNS.
8 Htssetogsole 'ROHSITHSWS SNOHYT TuaWEITE 98-885 ¢ mae coronene ine AS

SOY eo, steseanarteby piste ibutor, whether voluntertly or dnvelantartiy, ekospt
with tha written consent of the Company, and any xotempe to

make sven an absignmant without the writtes conaant 6f the
Company shalh Sonatleute grounds for’ termination of this aytes~ .

nent by the company. , : . 4

SENS CCRP ERY OHETT aeREESET ts meke shipments

Prompely an ecvordange with Dietrdbutor's oédere, Dut.the .
Company BALL not be linbie fox any loss ow damage which may

‘venult from delays in deliverias, the Sonpany resekven ‘the

zight to gutuse to fabricate ind ship special destge orgetey . 4

OMPANY ayreet to! ‘drop xhiy ox whip direct to ‘Diwtributor's
eustomers within distriburor's ave, of Primary Raaponsibility

‘ ePon voquort, : vo
- Fives, floeds,. ware, stxdket, leckouts, labor

aseyntve, accidents to oMchinery, delays of defaults of comes
ceregers, orders, decract or judgmenta of any ‘sourt, © Sahlurs
of the getal sources of supply nateriala ordinarily ueed by
the Company in the menufecture of Lte producte om any other
SontLagerey beyond the eontrol.of the’ Company, whether’ sedated
or unrelated, or vinilar ox aiesindtar to any of the Foreyitg,
shall be suftiotent sxouse for any vevilting delay in manu«
facturing, providing or shipping any ag the Company's products
and the Company shall not be veaponsible to. -bistelbitor on

“$+

a ‘ eb SHCA + MBH: £ CBHbiS 1 “NOHCGLENGVD SHOWVTIAG NSS
Ort Segcaggoie & POHGLING iT akss peeei—a | ore nem wearin oe

ONWisestereate, HOSE LEETEagoount of aay such delay; and any single cause ox causes,”
Wevoidable by the Disteimtor shai by suffietent excuse
for the fallure of niseeibicer to ‘take the Company! s-pradvote
SNAKE his agvoenent, except tor peoducte actually vacéived

"OF dn teanatt at the tina ‘of the becurence thereof, until’

Ser nw ab Le ont re oem WRTEE IVE been removed, =
Tt, dn tha sole opinion of the Company, Digtri-

we
butor!a finangtay responsibility becohes impaired or vhaatiutactory
during the term of this egraement, ox bity extantlon thareot,
Distrinytor agrees. that She Company shall have the ight to
Place Dlatributor on & cash on delivery baste og to raquire
Distrthutor to fumtoh satisfactory security before any turther
deliveries are made Rareunder. In the evest Distributor fadig®
OF refuses to comply vith the Company's raguizementy to pay
cash ‘on delivery or to qurntsh wntistactory vedixity, the
Company hall have the right, witheuy Lebiiity to the Distrinue
tor, to suspend Geliverion during such failure or tetusal .
er, in the alternative, to tadmingte this" agreenent forthwith.
The suspension of, Saliveriss eo terniriatdon of this agresnent -
Wndex any of the ond conditions sai) not othurwiee prejudice
any oleim of the Company. against the Distributor fox damages,
18, the extent of the Gompany's obligations ‘in
- Seanaction with the sale’ of any of Los products ig expressed |”
in tee written Warranty, an sat out below, Tile warranty
~i0- oo
’

wNOHMSLENSYD GWORYT 2 HdtNTL | EBpEHd | ROH-BLBNGYD SNORT; Ja Utge

TURGEITT Ceewzeb ¢ Arar ey eevee.

uidorapegsqaie
Pees etasseyatte— in the case of ach of tha company's préduste shall constitute
the extant of the Company's Liability” and de in dew’ of all
other warrantias, express ox inplied, ‘and no one’ it ‘authoriend :
to assume for the Conpany any adalezoned obLigattond in Seanaction
with the sale of the Company ‘a ‘peoducte, the Company fe varcanty

oa ge follows: : . . . .

qua gee CRU Ray peoduse . .

Of tes nanusearuas which upon examination Ls 7
“found 8B Comps: niePestentative to be fetective.

either in. workmonkhip or material, whereby 4

vie not ‘suleabla unde: proper peage ard netelee

for the puxposa for wal, oh auch product waa dasloned,

will be replaced fae of charge including Beceptable

transportation charges but not installation charges

AS, The Company agrees to extablish and open 4
annfacturing Zagiliey within the genazal vioindty of the

Haut Bay aren of San Francisco, Calizornte, the ccnpany aspects.

Sionlly eweerves the cignt to make, at ite sole discretion,

aii fined decisions with respect ts looseing und operating

sala ftagsiity, including withokt Lanitation the decision’ whether

(GY not to continu to operate euch & "plait, Dipteibutor understands -

‘and agrees that the capacity, of this #ackiity whals be Limited,

Distributor agrees that the Company shall have sole disaration
SEER EoE_ngeoen that the Company shali have sole divoreiton
. $0. decide what’ items, produots om orders will be Remudectured °

in the ta2tiornia plant. + .
- 20, the parbins harete acknowledge that in ‘partorning

wader, thin agxeemant, Disteibvtor will of neceasity gain sccugs
Go the company's Fanetectueing taodlities, sesulting in Alsclowure

. ae
* , * . . aes
oo . te btw
“ ’ | Mav HL $ R6eREHE | TOM-SLERSKD evORYTAE Ls
tateggonemne = ISH SHIT EME i ig

A m4 SEOGSLNSTESto pistribator of certain brade secrets pelonging te the Company.
these trade seoxete are coupriaed of technical knowhow off

the, company and consist ofs
fay ‘cortatn manufacturing precesseu of the
Company F ané .
fb) Certain speclally designed Rrohines | and

Tint haa tenor EORLNRR TE

: tooly of the Company,
Distributer hereby Agjeesé that, in consideration of the presse
and covensnte contained in thie’ agvesnent, it will nat copy
said menufacturing processes and machinery and will not eis~,
olese auch treds saarets to any person, fizm or corporations
and’ Distributor further agréee thet during the Life of thie
agreenont and for three (3) years feliowing tarnination ot
thie agreement in any manner, it will net, without the writtes

consent, of the Company, engage or uavist anyone else to engage,
dizecly oz inddvectly, in the business, of manufacturing apixagdad

“or exchanger gaakets within plenrtbotor's aren of Pedmery.

Responsibility.
. 21. Ady novice and all payments requined’ by this
eyzeement shalt he divested a¢ foltowae ‘

To the Company? Lahons Ketal Gasket company
. . #, 0, Box

347
+) Houston, Pexan 77001

Power Engineering and
Yqaipment $y" inc.
. Fe 9, Box 3

Tomrance, Blieernta 90550

‘to the Distetbutort

. ete
pedigeeppagole <- e YIOR-QLAMSVD SNONVT S Na¥bri. | BE-Hei b> "NOH-SLAXSYD SNOHVTSAN INE
1 ebay gt Rienee 7 Oree voteoosta ROME LAR ASAE22, DdDistrdbuter egeses to datend and hold the Company
harmless from and to Asdennity” the Company sgeinet any and
ALL claine, suits, desands and cxunan of action (inozuding
tl) costae theruof and attorney's fees} of any type ox kind
vhataonver which may be mide against the company by any person,

fisrcescaarpe ett ON SEE

Persons or demage to proparty oogurring as & eauit of ox
dn any vay ariaing out of Distributors sales of the Company's
products resulting’ from the negligence of Distributor, its

employase ox egants,
v3, thie agreement constheuees the entire under<

| Standing ‘at the partiog ind what ‘be gonstrued undar and
governad by Uke laws of the State of Toxaa,

“ #4. The failure’ of oithar party to require the
Peeformanoe ‘of any term in this ‘agreement or the waivar of
edehar party of any breach undex this agruement wheal) not
prevent a sybaoquent anforcenent wf wuch tern, nor be deened

¢ wadvar of any aubsequant bredch,
23, Thin agreement shall be binding ppon and inere

te the honafic of the legal vepracentatives, successors, and

Seuigns of the Company snd the Distrdbuter. ue
. No change, addi gion or erasure of any portion

Tone ‘ghia aqeeament (except the fUliing tn of blank Anes} Jahal
be valid or binding pon edther party untaes aigned, by suk
party. 1 .

«ho oe

{ BS-N-5 1 ROMMAUAHOVD BHOAVIAD 186

Break eb Seen me meee

OM PEENGEE SNOT 1 TEL

vos met BidensEXHIBIT “B” TO THE DECLARATION OF
RICHARD S. OWENASSET PURCHASE AGREEMENT

-  KSSET FURCHABE Qoreecene ‘dated as of gow 1, 1986 amon
Tanons Matal Gasket ee Delaware corporation on a eaype*} anda
wholly~ouned subsidiary of Maaco Industries, aise a Delaware
corporation (teduatedee) Power Engdnnering end Equipment co.,
inc., @ California corporation {*aellexr*), and Charles 8. Lever,
Harola Laver end Ronald Kovilarites (the “Hocknoldeve*), .

WHEREAS, mubject to tha terms and conditions herednafter set
forth, the Bellax dasixes to sall to Buyer and Buyer dasixex to
purchase from the Seller the businase and assets of the Seller

hereinafter describes

WREREAS, the Stockholders severally ovn ninety-nine percent
ef the capital shook of the Seliers and

WHERBAS, the Stockholders dastre to ne to buyer. their
agreenents conteined herein in order to 11 Buyer to enter in-
to this Agreement; ~

HOW, THEREFORE, in consideretion for the representations,
wargantiss, cevenantes and sagreenents contains? herein, the per-
ties hereto agree as follows:

It

. TERNS oF TRANSACTION
2,02 at the Closing (aa haraiantier dogined) tha Seller
will convey, transfer and acs. im

eluding without sinttation ail” eae and Eat investuanta, ace

tant
trademarks, tradé names, good will and other ibles and all.
of Gellex‘'s rights under lenses, contracts and x deoments.

1,02 Buyer will asmume at the Closing ali of sailer's
abligations under a, ail of the contracts amt comitmants listed _
dn Bxhibde 1.62(1) hereto Which axe boing transferxed to Buy~

er, (B) all trede biiities of Be Seliger and obligations to
ceniyer and vaceive goods under welea ox purchase orders
an the ordinary course of susie and outstanding on the

date Sf Closing, ehise wach sees if desaribed in Exhipit -
2024) OF a? peovlding for Se or Sele of goods ig
mn $10,000 ‘in ‘onch tranmaction ox seriss of

raleted transactions and 4 all coperacts and connitsents
permitted under Saction haxeot which entarad into

Sobesquant to the date beraog in the oxdinary ‘bouxen of Seller abusiness, (44) will avetine, and porforn the obligations, it
any, diwolovet “in Rebibie’ 10441) hereto and ali obligations
raitted action Y hereof orising sussequent te the. date

ee in

produced, manufa ¢ ie at r

conveyed by the Sellar oriox to the data of Closing. Buyer shell
pay, perform and dil ail of the contracts, liabilities,
comaitnants and other obligations assuned by it pursuant -to this
Agreement (the “Idabiiities*} whan due in accordance with their
respective terms or as required by law, . .

2.03 Except am‘ expressly set forth in section 1,02 and mub-
jact to Section 2.06,_ Buyer de not. Resuming or eaing to pay or
parforn any debts, ilabii{tier, contracts, commitments or obliga~
tions of the Seller. , . vs

commitments are not wilisterally assignable to Buyer, the selier
shall affect the substitution of auyar with xenpest to the zignee
and obligations of the Sellar. co the axtant thet sich

tien % be made, the Seller will grant to Boyay a subcontract

but without expense oc Liability
to Buyer, on texms and conditions #uch that the effect will be
the sane os though euch substitution bad beat made.

iz

2.0L On the terms amt subject to the conditions of this
Asai by B =

&
:
§
g
i

August 13, 1986, and, to the extent not ad on auch date, us
(soon Be de reasonably practicable thereazbex. ’ .

2.02 The purchase price payable for the Assets, net of the
assumption of Efabiiities, shall be $3,400,000 (the “Purchase
Price") payable by Boyar to the Beller as follows:(14) $2,900,000 shalt ba paid by the chack (or, at the xem
quest of Baller, by wire transfer) of Buyer xt the Clesing:

{41} the renaining, §800,000 of the Purchase Prices owing to
the Seller shall be paid on tha date which is eleven tontha
_ after the data of Closing.

: 2.03 Tne inatallmant payable wider clatse (11) of Section
3.03 above ata] bear interest from the date of Closing until
paid at the rate of ten (10%) peroent per mngun, and such inter~

est shail be pada, goncurrently with such installment paysent.
the inetalim and interest whall be mailed to the fell~
erat ite address sat forth Section 20.13 herein, ox te such
other addrass a6 the Seller tae Buyar in ting.

ar shall be entitled to prepay, ‘in whole or in part at any tins.
Bar hy piieett oe ashi i ate tit
an prepaid, the payable under oleuse

of Bection 2662 anova,

2.04 The parties thet the Purchase Price to be paid
by Buyer to the Selisx, including the Diabilities as of the date
of Glesing, shall be eliscated as follows:

“cash . face aumint at Closing Date
Accounts Receivable book valus at Closing pate

‘tangible Propert; 22% of Purchase Price
ane . oparty eed) {as herelieftter

Patents, trademarks, trade
names, good wilt and other
dot Les

. "purchese Price Balance” is defined hexein as (i) tha Purchase
Price pus the Idebilities which are reflected on the Seller's
gune 30, 1986, balanon shest, lest (41) the face amount of cash
and book valus of accounts receivable at the Closing Date.

78% of Porchase Price
Balance

2.05 At the Closing, the Seller shall deliver to Buyer,
bitie of sale afd othar docussnte ox inetrunents as Buyer shall’
reawonably xsaquaat to contitn in full end,
complete title to all of tha Assets or to andeavor to effect the

“seand mubstanoa ressonably satisfactory to counsel for “ Sub~ *
sequent to the Closing, the seller vill execute and deliver trow
tine to tine at the request of, spon further a
as, in the reasonable opinion of fg oounael, fay be required
to vest in Buyer full and complete titie to and the
right te usa the buginegs, agsete, proparties and contrasts hers~

wade on and ag of such date, All of sack instruments shall ba in
fore and substance reasonobly satistectory to counsel for the
jallex,

mr
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDIRE AND SULtER
3.00 Rach of the stockholders and the Seller, Jointly and
severnliy, represents and warrants to Buyer as follows: -

3.01 ‘Tha seller ig = corporation duly organizad, exist:
ettot Gormyretion aa’ seats of Caltternias

ERS Hal°pover and authority ‘to ite exties and to dary
ae own
and Ertoea ate and dow

sondueted,
ly quniitiead to conduct business as a foreign corpora’ in each
ur: will be eet forth in Exhibit: 3.03) in

the or leasing of its propartias or the conduct
of ita business requires auch Tusitgsentions

3.02 Bxaept ag dasovihed in wchibit 3.02 and except for the
ip. of non~controlling intexeste in seouritiers of corpora~
ther the Seller

.
_ tions the shares of which are doly
nov the stockholders to best of anch of the Seller's and,
Stoukholder!s imowledge, none of Seller's dixectors, officers or
other exployess ( purchasing agente and departuental
panagars) cyns directly or atly any interagt ox has any in~
vaetment or 4 participation in any corporation or other en~
tity which a competiter or potential conpetiter of or which

otherwise directly or indirectly does business with the geller.3.03 Bxpthit 3,09 vidl List alt enberships he! held in social,
ogantry or othar clubs or organizations, directly or the

etit other parson, the, feas or charges’ for which are div
ractly or reotly- paid by the Seller,

3.04 Exhibit 3,04(a) will tongs. of copias of the Seller's
anaudited balance shests ac the end of, and the related
- Unendited statenants of income “ee changes in zsnancial aPopdtion
for each of the five tiwonl years ended Docanbar 3: 1 throwyh
beoosber Sd, 4988, end vill Include che moter eheraton a esaitionsl |
or supplemental information lied therevith,, and “ths
propaved in connection th by tha independent tied
POblic accountants veporting thevaon, Exhibit 3.04(b} will con=
sist of copies of the Sellarfa-ungudited balanck sheets as of
April 360 and dune JO, 1986, and the rolated wnatidited statenent
of incone for the jective four month and six xonth periods
then ended, and inolud. the notes and any supplementary infor~

(3) WiLL be true, complete and correct in all materiel
respects. :

24) wiit fai: agent ‘the propexties, asuets, 1.
nancial } position rly pusse of Ghentions ‘of the Seller a5

{if4} wild have been prepared pursuant to and in ac~
contutios with ganeralty accepted socounting principles apy
plied on a consistent, basis. .

ALL inwvantories reflected in the Financial Stavensntg wilt ba

the fixat-in, firwt-out methods adequate feton St have been
in the

mente nat of discounts, returns and allowances; all taxes o the
i reflected

Seller due ae paid wil
Financial Statements and all taxes of the Seller not yet due and
payable will be a aot Seema ox otherwise oe oti ination for thersin;

eset Baie except to oe eat reflected Sy J

roast ceaneion or w im BANUeE OF wale of
Beteoelve promuoes « ox the aelivery © of fey services, cent

of incoma o:
ture will” os separately aieclosed 2 in the Financial Btecenent.

“be3.05 A33coipersse astion if the solder bas bamn ai ity ave

thordsed and adopted in ascomlanca with applicable law ite

By-laws and charter Lae ain Be documents
as currently in effect to be supplie fo Buyer in certified fore

woe Behibat 3.08) end has bean duly zecorded its conporate

3,06 Exhibit 3.06 will consist of $6 of the Seller's
federal income tax returns filed tor £: Poiee ended on ang
after Cagvamber 31, 1981. The Selier has filed returns for and

paid in full all texas, penaltias, interest and ieee gharges
Give co the date hacost. ihe Gate, dees, Eames are regeised
to the date herent, The Selier Se" Em ran ao an

a,
ax of June 36, 1986, axseyt currant and def
Selier not yet past due vbich arise sol from insowe aarned uf~
tex June Jo, 1966. The United states ai inoome tax returns
ot the Beller have been audited sad reported tpon by the Internat
Ravenue Service through Dacenber 2983, Thera axe not in ef~
feot any waivers of statutes of 2 inlestion en the Sellez.

"3,07 Since Decanber 31, 19: ¢ not: been any nates

ihe fenevel” atte , siipte catelaualy acta, 5 oe ines z ans a
ie aize, iS, prospects, 55

position, results af cparations, or net of. the Seller; the

buainexe affairs of the Seller hava ainda such date boon conduct=

ed in the same wanhexy as tharetefore conducted and in the usual

and ordinary course: after the close of businass on such date no

transaction has taken oa oF xatarini contract antered
the Selias” cher whan He the aa raat Seutsees Soutse os bust

nese: or ag Will bo described ee Teninit 35075 32 ‘and speci siontty,

Without limitation of the foregoing, axon we Usual and
ah Goursa of husiness ox xx Will aE denaribed in Hani”

3.07; no watarial gales, xenovala or deliveries of inventory, ma~
chinery, fixtures of other tangibla or intangible assets of any

nature have bean ‘sade wince Decenbexy 31, 1995 by the Seller.

$.08 Since Hacenber 31, 1935, there have not been any mate~
vial casumitiem affecting the seliex ox roms, damage or dastruc~
tion to any of ite properties,

3.00 Singe Pecanber 31, 1985, the Galler haw note

ay iasued any cy tal steok or deoleved ox paid any
aiviadnt of amy capite payment fron ‘tal ox strplus
or other Gisteibution of a or directly ex indi~
reotly yadeened, purchased noquirea or recapl-
taldead oc reclassified = Of ite capital stock or liquie
dated in whole ox in part: .

-e ‘ ‘thon, mavged or consolidated with any other corpora-

(444) orented, inoutred or ansuned ox committed to
oreste, incur ox aswune any indebtedness ox other ity,
3 for Reeounta® ayant ox other current plabiiities

{1 wy not fox borroved money, (2) ineowurra:
es su acurae of Tustnest, aaa (3) have not
bagn ang wit wild ret ba reertaily adverse to the genera) af-

(iv) noregaged, pledge ox othexvise « encumbered any of
ite agsste:

relat
mal increases rein osha, consixtent with past ctice which
wilh ba Been an Exhibit 3.09(v)> me . .

_ eva) varied insurance coverages

(vid) citered ex amended ita Articles of Incarporation
of Byrhaway or

{yidd) entered into, materially amended or terminated -
any material contr agreezant, franchise, persit or Li
conse, other than as Wilk ba denorihed { Bxdbit 3.07,

3.d0 Neither the Seller nor any of the Stockholders have
Imovledgs of faot, cireumstanca wy oe altten whieh might rea~
sonsbly give ie to any Leniaity’ of any significance te fe
See ceo ation wilt woe be gequreely’ and tixely vaslacted ©
¥. = te oF
apeci tically @isclosed in ‘the Financial Statenents,

Etect "che at ftaire, business, prospects
verse #: on axa a: a, proger~
ties, finensial ion, results of ‘oparations or ‘net worth of

wi
wislend

3.12 The Selier dees not svn any xen proporty, ‘The’ Seller
nes a valid leasohold interest in eases of rani or
maxketable t11

erty. has. good and uhencumbered tla to atk
oeeor ty of any Kind or nature owned by it, and hae 2 valid ie~
gal xcight to use wo vd) other persontity used by it in ite business;

“Teom yee)
Soot meant tea ee the. ras oY reagon~ -

; auMbrences
et forth in Bentbi 3.12, the Sellers rights under ite
. Jeanenold astates axa not subordinate to, or deveasible "by, Sey

ais ‘aun buildings and dh dante and, except for formal
and tear, sli of the machinery and egqoipmant: being aeed by
the: Seller are in good weyair and in good operating cond: Hedon,

cept am will be Sees in Bxhibit 3.24, none of such rea)
property is separated by: strips or ores) there eps RO snorosch=
mente m the premiues desoribed therein and the inprovenents
gitunted a Bon such’ prenives ao nee we snonoach pesh ey pists of of

tian with bony, eye saauant, oe ere no problane with roe
spect te adequate tates surly. wevage and Waste diaposal faciid-
aa ox air, water ot land Pollution:

“3.28 Behind 3.25 () Will bist oo, tan Largest Santonezs
of, and the ten largest the

thacts TAKER OF or vhe’
yoaver Srether written or thaeltten = dele without lintting
the generality ee the the Lovagotag. tl agrecant
Spreenan crices penpian Scar ate: tock “Sptton stock voce wacchasee bene prone
sie tite natenetanmtoeien uence pe
OF ay o pales

fase orders. a1 be counteentn and powers of attorney} excapt
ondys

(1) each contrast with « customer nade in the ordinary
course of businena. on or after the date hereof and each such

~o-contract made’ x te the date hereof waereby tha feller is
obligated to deliver lexe than $10,000 in ice value of
tiniebed gosdw in each transaction or series of related
transactions: . .

. (44) purchase ‘oomitwente made in the ordinary gourse

+ of hugineass at prevailing prices on or after the date harsof
and each euch commituent made prior to tha date bereot which
is not dn excess of $10,090 30 an oath transaction ox series of
relpted transeotions) snd

13d, loynent contrasts of less than one au~
rattos ana pee yore wettly tersinabie.by the Seller Se re ine
bility or payment or any penaltyr

The forms of written porchese and gal os oxders used by the seller

azo also dngluded as part of Exhibit 3,28(b). the aggresate pure

chase orders or purchase commitments outst ending on the dete

hereof from tha fa@ller do not excused 456,009, purchase om

deze and purchase comnitments may. be cancelled at any tine with-

s Steer except ag will be otherwise dasexribed in Bxhibit.
+

Concurrently with the idaLiveny and aa & part of Exhibit.
3.48 (b}, Boyer vill be given o exiating ‘written in~
strumnte evidencing the itens "ha. ‘Dhibie FAS ih).

(5216 ' -ALL ©: fhe, aaigenants and contracts te be Mated in
Henibit 3. 3.29  2 s not cause than to deve that
such jatest avalieble uneudited financiel atatenente sre” et.
stated on a basis consistent with that folioved in the rinancial
Statenants contained in Exnibit a.0¢tah (id) at & sregi ties date
not more than five business to the dxte pf such letq
tex, share va was any cstange in the Seller's aapited etcok ox
Long~tern debt or any-decrease in the not aseats of the Seller as -
Veith the raxpective smounte shown in the i most vacent riv

ovmpared. wich ee ae in the corresponding poried in

sigeesses fiecal yotr, “in the Seller's net gales, operating earn
ings oy pure-tax nat ‘insons,

§.02 At the dete hereof Buyer bed ndt had at ‘opportunt~
to make an investigation or analysis of tha business, assets,
the, endo propertias and cites of the Seller and certain nin of

kibite, ‘schedules, intomaatlon and other decmente, in which’ to
investigate, ascertain and verity, all of the 2 reste information
and other matters contained in oy referenced to therain, and oth~
srvise to Pacis in ary canner maf a it. way ohoosa, the

or Siders ‘ors of thi oe ec sove~
nants ox conditions contained in a ty, ox dg there ax-
its naterial error, omission with regard to

winetatenent oF

thereot ox if 1 in ite wole judgment ia not satis~ -

sea with the results of dnvantigation ‘or tha contents or any
of the Exhibits, achedules, inforustion or othex documents,

des the yesults of its examination of the business and condition
{financial oF ethexviae} ao tha eeatlate ney Sereineve this
Agreenent at any time pr: much paricd by en
notice to the *saLler and the ‘Seaatholaere:

8.02 8 Tee eT abandoned or terminated on ox -
befora the the Closing by he chonlag teressertet og Boyer, She Seller and
the Stookholde: 2 the Ch yefexved to shail
not hava ener plase Z. $F ESS, to. eptaabes 8 30, 2988, this

8.03 In addition to meres nigite provided slaswhere in
thie section ton Witt, Buyer, the Seller, ox Mina Stockholders may

er there ia say branch of ot taiony by she party not
nent, Sere aovenere ina condition unde tinder this agreement; or

iL) there existe any materiel error, nisstatement or
oniaaion on the part of ae party ox parties not terninating
wnich renders an Zxnibit, xapreseritetion or dosument oF.
echedule Seliversa, in in connection herewith uisleading to the
party terminating this Agreement.

a20eseek ee party te perfors of its anties, repregant antations,
oO warri

. Commitment, yee perk tnd conditions, or the ‘eeeon, miastrtesent

, 8 oniasion of the notified party.

$04" fpatrunent da writing delivered to the other .
Bayer, the Seller or Tha etncnietacee waive any condition -
precedent, covenant or condition gontatond erain for the benefit
of. the dealive: such waiver, and tpon the exerciae. of
such of waiver, tranwactions shall be closed in accor~

tangs with the terms contained in this ament ag noditied
cance ee con this Ayre me by

6,08 tm the event thie Agreenant is abandoned or x terminated
oy prowided in Sections #,01 or 8.03, this hgreenent shall foxth-
becona wholly vold and of no affect, without ehig of
either party to the other.

8,08 Ragardles: of whether the: trangactions contemplated
this s Agreement are consumiated, aach of the parties hereto suais
pey 211 of the owpenses incurred by such party in conneotion
Repewith (including, in the oases of the Beller end the stockhold-
expenses xelated to the sexvicas of the Stockholders’ and
Sailer? counsel and” acoountantr with respact herets}.

x
“PADERNTESCATION
9.01 The stockholders and the aller shall

: party)
i) any inacovrsey in any "in hie Apewament sein any’ oan—
free the seociboldere”centatned tn shin Sgracnen

Agresman’ ‘othervion nade :
“agreement, (14) any qeaiure re by a atookholders or the Sailer to
perform or obese, or to have performed o coaerved, in ¢a22 any

aonaition to be performed

unde!
uments or agreements sxsauted by the stockholders ov the gallear
2

Aguean
books ox xecortia of the Bellce ox the ralisngs by Buyer on oy
erutten inforustion turniehad pursuant to thie agreement byStockholders 63 ‘che  giatter & BY ot ot the sester’s cre cites to
mayer, ¥ ain extorcaxant Boyer’ ar:

sonaart:
‘Beller, or (vi cutigetion or Mabili oe thes
desuned: by soyer anjer # Agreement. iy etter not

x
SEAL

. 16,01 The Stookholders and the Seller, jointly and seversl<
ly, xeprosent and Warrant to Boyar that the services of a broker
or findes. have not baen used by the Stockholders ox tae seller in
connection with any of the pertaining to this transaction
and that no broker’s ox findar’s ie ble te mayer

Sha stook-
holders and the Seller yin hold harness and indewnity Boyer and
rex‘ officars, exployess and sharenolter fron

sorts dean, insh oe expense incurred in
Soya eae such fees, ox in any other
ains for such fees, vhich

finder?s or financial advisor's fees, including cost ‘or ex
ineurred ch the ay

je in connection wii defense of wit laine

wvoh fase, ox in any othaxy muner perta: stains for
mich fear, whieh may be become px! . ths Stockholders ot the
Saller by reason of the acte or eniasions of

acts ox omiasions of the Stockholders or the Seller.

' 30,02 his agreamant shall be -sonstrued, interpreted and
‘the rights of the parties determined in accordance with the lave
of the State of Delaware, the State of ‘ineorparetion of Buyer,

10.03 The agreements referred to in Sections $32 through:
5.18 whe) survive the Stosing in, in accordance w: ie terme.
She reprasentations, and other herein cone
tained aball survive the closing and notwithstanding any inves~
tigation by a party, arate, ahas continue in Jali force cer and et~
feot after the Closing.

10.0. meeps ‘egreanents xeferred to in Aections 5,22-
~Ehpough | Bae nde scene. (notion te the sedtie and Banibits
sonnet agreement

anong the
Pties. pertaining to Ene sibdect paesee eee oa

Raebatvesn the parties in a: on with wubjact watter harsof
excapt as sat forth s tically herein. Fo ananduent, supple-
went, Rodigication, vaivar tion of this Agreeuent shall
be Laplied ox be binding ( 1 Without linttation, any al~
my soprnenents oF elo otitis Unter te ae

ox W ass in vrit~
ing and ¢: by the party against voien such amendment, le~

or not similar}, nor shall such waiver constitute a continuing
Wadver unless cthervise «expressly therein provided.

10.05 All of the terme and provisions of thin Agrossent by
ov for the benefit of the parties shall be binding upen, and Anare
and parsons,
Yeprosentatives, The rights and obliga . provided this

ii not be

- of the Seller mm complete liquidation of the Seller: provided
pe . wth Tesignacnt to @ completa

ekbole 4 , nothing here-
in is tintandea te center upon ‘any person, pther than the parties
and their successors, any rights or a4 under or by zeeson

26.07 Buyer and the Sailer shail oroh pay and hold the cth-
er barniess from its portion, pro-rated in quetomary wannex

in Los Angeles, Calirornia ax the date of Closing, of seve |.
ex, vatar, utdifey Charges, ‘rants cr other prepaid charges re~
wpact of the Assets transferzed te ex Heretnder, Buiyer shall
not, he , Be Yeeponsible for the Seller for any
8 valorem taxes on Seller‘s inventexy ard ether personal proper~

B3220,98 Buyer, Sel. and the “shockholéere each acres
with the other Gide ‘oe Sete xalas and accounting records of
fhe Seller te be conveyed to ‘to Bayer i to the terms hereof

hell be xeteined by- such party within the United atates for a
Parlod ot Five, yeney atts ‘he date hereoe and that Sofer atl
sacy for pistorer of Gamaele, 8 cess therets ae may ue paces
sary ox puxpowes of prepar: returns, Eltencial statenen
er for much other osfoeer ar such otbar pasty Bay Sensonably Fe=

29,09 Sailer has requested Buyer to vaive the requirements,
‘dt any, of ali icable bulk sales laws, and Buyer agraes to
this request, er end the a Btockholdere, jointly and several~
iY, agres to indemnity and hold harmless Miyer against any and
#ll claine wade by Greditors of the geet (out only te tha exe.

20,10 Seller ana the Stockholders will use ise, these best at~

forts to persuade such of- seller's yh and sgents as are
qerrenti ly employed or rotained by ene eater er in cannaction with
ihe busivese to be transferred to ex, Unless othervise utated

by Buyer, to become axployecs or a: ox Buyer,

20.12 Promptly aftuy the Clasing (and in no event more than

- im) vane Seller shall change its corporate name tc

delate any reference therato te “Power eupineering’ and Equipment
co." ox any variation theresz, .

20.32 “this anent ney be axectted similtansously ih tvo

oF Bore oetint ee auch of Waich shall be deemed an originsl,
but all of v ogether shall constitite one and the gone

0.23 an2 notices, Fewuesty, demande end other Sommunioa-
Ho aul fecept te otha: ive be ast ee povided
mer ven Wise
herein to te Be ead 4g we ay cee waxed by hand and racaipted for by

the acty £0 whom notles SE other commicacion whali dave
bash? daseoted or midlet by cartitled oF segieterad wail with

postage propaids
{a} If te Buyer to

with x copy