Cra Holdings Inc – ‘8-K’ for 1/2/97 – EX-2.1

As of:  Friday, 1/17/97   ·   For:  1/2/97   ·   Accession #:  950123-97-327   ·   File #:  0-02934

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated January 2, 1997                         4     14K 
 2: EX-2.1      Asset Purchase Agreement Dated 12/20/96               67    220K 
 3: EX-2.2      Asset Purchase Agreement Amendment of 12/31/96         4     12K 

EX-2.1   —   Asset Purchase Agreement Dated 12/20/96
Exhibit Table of Contents

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ASSET PURCHASE AGREEMENT

BY AND AMONG

GREAT DANE TRAILERS, INC.,

GREAT DANE TRAILERS TENNESSEE, INC., and

 GREAT DANE LOS ANGELES, INC.,

                      THE SELLERS,

 GREAT DANE HOLDINGS INC.,

                     THE PARENT,

 AND

 GREAT DANE LIMITED PARTNERSHIP,

                   THE BUYER

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ARTICLE 1.               TERMS OF PURCHASE AND SALE.......................     1

         1.1.   Sale of the Purchased Assets..............................     1
         1.2.   The Closing...............................................     1
         1.3.   Purchase Price and Payment................................     2
         1.4.   Other Closing Documents...................................     2
         1.5.   Purchase Price Adjustment.................................     5

ARTICLE 2.               REPRESENTATIONS AND WARRANTIES OF SELLERS........     8

         2.1.   Organization..............................................     9
         2.2.   Financial Statements......................................     9
         2.3.   Absence of Certain Changes or Events......................    10
         2.4.   Title to Purchased Assets.................................    11
         2.5.   Intellectual Property.....................................    11
         2.6.   Commitments...............................................    12
         2.7.   Litigation................................................    13
         2.8.   Compliance with Laws......................................    14
         2.9.   Corporate Power and Authority; No Conflicts...............    14
         2.11.  Consents..................................................    16
         2.12.  Taxes.....................................................    17
         2.13.  Subsidiaries..............................................    17
         2.14.  Accounts Receivable.......................................    18
         2.15.  Inventory.................................................    18
         2.16.  Real Property; Leases.....................................    18
         2.17.  Environmental Matters.....................................    21
         2.18.  Products; Product Warranty................................    23
         2.19.  Undisclosed Liabilities...................................    23
         2.20.  Insurance.................................................    24
         2.21.  Labor Relations...........................................    24
         2.22.  Full Disclosure...........................................    24
         2.23.  Disclaimer................................................    25

ARTICLE 3.               REPRESENTATIONS AND WARRANTIES OF BUYER..........    25

         3.1.   Organization..............................................    25
         3.2.   Power and Authority; No Conflicts.........................    25
         3.3.   Consents..................................................    26
         3.4.   Availability of Funds.....................................    26
         3.5.   Litigation................................................    26
         3.6.   Financial Condition.......................................    26

ARTICLE 4.               COVENANTS OF SELLERS.............................    27

         4.1.   Cooperation...............................................    27
         4.2.   Conduct of Business.......................................    27
         4.3.   Access....................................................    29

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         4.4.   Further Assurances........................................    29
         4.5.   Acquisition Proposals.....................................    30
         4.6.   Advice of Changes.........................................    30
         4.7.   Nondisclosure.............................................    30
         4.8.   Covenant Not to Compete...................................    31
         4.9.   Removal of Certain Liens..................................    32
         4.10.  Insurance.................................................    32
         4.11.  Certain Provisions Relating to Consents...................    32
         4.12.  Sums Received in Respect of Business......................    33
         4.13.  Name......................................................    33
         4.14.  Transfer of Parent Equipment..............................    33
         4.15.  Transfer of Certain Intangible Property...................    33

ARTICLE 5.               COVENANTS OF BUYER...............................    33

         5.1.   Cooperation by Buyer......................................    34
         5.2.   Books and Records; Personnel..............................    34
         5.3.   Further Assurances........................................    35
         5.4.   Solvency..................................................    35
         5.5.   Bulk Transfer Laws........................................    35
         5.6.   Indiana Responsible Property Transfer Law.................    35

ARTICLE 6.               TAX MATTERS COVENANTS............................    36

         6.1.   Allocation of Purchase Price..............................    36
         6.2.   Cooperation...............................................    37

ARTICLE 7.               CONDITIONS TO BUYER'S OBLIGATIONS................    37

         7.1.   No Prohibition............................................    37

ARTICLE 8.               CONDITIONS TO SELLERS' OBLIGATIONS...............    37

         8.1.   No Prohibition............................................    38

ARTICLE 9.               EMPLOYMENT AND EMPLOYEE BENEFITS ARRANGEMENTS....    38

         9.1.   Definitions...............................................    38
         9.2.   Employment................................................    40
         9.3.   Collective Bargaining Agreement...........................    41
         9.4.   Employee Benefit Plans....................................    41
         9.5.   Incentive Compensation Plans..............................    41
         9.6.   Pension Contributions.....................................    41

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ARTICLE 10.              TERMINATION PRIOR TO CLOSING.....................    42

         10.1.  Termination...............................................    42
         10.2.  Effect of Termination.....................................    42

ARTICLE 11.              MISCELLANEOUS....................................    42

         11.1.  Survival..................................................    42
         11.2.  Indemnification...........................................    43
         11.3.  Interpretive Provisions...................................    47
         11.4.  Entire Agreement..........................................    47
         11.5.  Successors and Assigns....................................    47
         11.6.  Headings..................................................    48
         11.7.  Modification and Waiver...................................    48
         11.8.  Broker's Fees.............................................    48
         11.9.  Expenses..................................................    48
         11.10. Notices...................................................    49
         11.11. Governing Law.............................................    50
         11.12. Public Announcements......................................    50
         11.13. Counterparts..............................................    50
         11.14. Certain Definitions.......................................    51
         11.15. No Third Party Beneficiaries. ............................    61

EXHIBITS                                                                        

Exhibit 1.1(b)       -     Form of Assignment and Assumption Agreement          

Exhibit 1.3          -     Allocation of Purchase Price                         

Exhibit 1.4          -     Additional Closing Documents of Sellers              

Exhibit 1.4(a)(ix)   -     Form of Confidentiality, Non-Competition and         
Cooperation Agreements    

Exhibit 1.4(a)(x)    -     Forms of Sellers' Counsel Opinions                   

Exhibit 1.4(b)       -     Additional Closing Documents of Parent               

Exhibit 1.4(c)(v)    -     Form of Buyer's Counsel Opinion                      

Exhibit 1.4(c)(vi)   -     Additional Closing Documents of Buyer                

Exhibit 1.5(a)       -     Projected Closing Balance Sheet and Projected Closing
  Adjusted Net Worth Statement

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Exhibit 2.2(a)(ii)   -     Interim Balance Sheet and Interim Adjusted Net Worth 
Statement                 

Exhibit 2.16         -     Form of letter agreement regarding title and survey  
matters                   

Exhibit 2.16(c)      -     Required Title Insurance Policies, Endorsements and  
Surveys                   

Exhibit 4.10         -     Letter agreement regarding rights under insurance    
policies                  

Exhibit 4.11(a)      -     Required Consents                                    

Exhibit 9.4          -     Employee Benefit Plans                               

Exhibit 11.3(a)      -     Designated Seller Officers                           

Exhibit 11.3(b)      -     Designated Buyer Officers                            

Exhibit 11.14-1      -     Form of Escrow Agreement                             

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ASSET PURCHASE AGREEMENT

         This Agreement, made and entered into this ___ day of
December, 1996, by and between GREAT DANE TRAILERS, INC., a Georgia corporation 
("Trailers"), and its wholly owned subsidiaries, GREAT DANE TRAILERS TENNESSEE, 
INC., a Tennessee corporation, and GREAT DANE LOS ANGELES, INC., a Georgia      
corporation (Trailers and its subsidiaries are referred to collectively herein  
as "Sellers" and each as a "Seller"), GREAT DANE HOLDINGS INC., a Delaware      
corporation ("Parent"), and GREAT DANE LIMITED PARTNERSHIP, a Delaware limited  
partnership ("Buyer"). Sellers, Parent and Buyer are referred to collectively   
herein as the "Parties".                                                        

W I T N E S S E T H:

                WHEREAS, Buyer desires to purchase from Sellers, and Sellers
desire to sell to Buyer, substantially all of the assets of the Business,       
subject to certain liabilities, all on the terms and subject to the conditions  
hereinafter set forth;                                                          

  NOW, THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements, and upon the terms and   
subject to the conditions hereinafter set forth, the Parties do hereby agree as 
follows (Section 11.14 hereof sets forth the definitions of capitalized terms   
used herein, or references the Sections in which such terms are defined).       

ARTICLE 1.

TERMS OF PURCHASE AND SALE

              1.1. Sale of the Purchased Assets. On the Closing Date and
subject to the terms and conditions of this Agreement:                          

                        (a) Buyer will purchase from each Seller, and each
Seller will sell, transfer, assign, convey and deliver to Buyer, or any         
permitted assignee under Section 11.5, all of such Sellers' right, title and    
interest in and to the Purchased Assets; and                                    

                          (b) Buyer will assume and become responsible for all
of the Assumed Liabilities, pursuant to an Assignment and Assumption Agreement  
in substantially the form of Exhibit 1.1(b) to be executed and delivered by     
Buyer on the Closing Date (the "Assignment and Assumption Agreement".           

                  1.2. The Closing. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the offices of Sonnenschein Nath &   
Rosenthal, 1221 Avenue of the Americas, 24th floor, New York, New York 10020,   
commencing at 9:00 a.m., New York City time, on January 2, 1997 (but shall be   

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effective as of 12:01 a.m. on January 1, 1997), or at such other time or place  
or on such other date as may be mutually agreed to by the Parties in writing,   
subject to the requirements of Article 10 hereof (the "Closing Date").          

                 1.3. Purchase Price and Payment. The aggregate purchase price
to be paid by Buyer for the purchase of the Purchased Assets and the assumption 
of the Assumed Liabilities (the "Purchase Price") shall initially be            
$240,673,000, to be allocated among and paid to Sellers as set forth on Exhibit 
1.3, and subject to adjustment pursuant to Section 1.5. Payment of the Purchase 
Price (as adjusted pursuant to Section 1.5(a)), less the Escrow Amount, shall be
in U.S. dollars, and shall be made no later than 12:00 noon, New York City time,
on the Closing Date, by wire transfer or delivery of other immediately available
funds to one account of each Seller at a bank specified at least two (2)        
business days in advance in writing by Sellers (the "Designated Accounts"). The 
Escrow Amount shall be delivered by the Buyer to the Escrow Agent and placed in 
the Escrow Account no later than 12:00 noon, New York City time, on the Closing 
Date by wire transfer or delivery of other immediately available funds.         

               1.4. Other Closing Documents. On the Closing Date, provided
all conditions set forth in Article 8 shall have been satisfied:                

                          (a) Sellers shall deliver, or cause to be delivered,
to Buyer, the following items:                                                  

                                (i) Duly executed bills of sale and such
other executed assignments or certificates of title (including, without         
limitation, the Assignment and Assumption Agreement), each dated the Closing    
Date, as are reasonably necessary to transfer to Buyer all of each Seller's     
right, title and interest in, to and under the Purchased Assets, free and clear 
of all Encumbrances other than Permitted Exceptions.                            

                                (ii) Title to the Owned Real Property by
recordable special warranty deeds and Sellers' leasehold interest in and to the 
Leased Real Property by assignments and assumptions of leases.                  

                                 (iii) Documentation including termination
statements, releases, and payoff letters sufficient to release all Encumbrances 
on Purchased Assets which secure Excluded Liabilities.                          

                               (iv) The owner's policies and leasehold
policies of Title Insurance and Surveys required to be delivered at Closing     
pursuant to Section 2.16(c).                                                    

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                                   (v) A certificate that each Seller is not a
foreign person within the meaning of Section 1445 of the Code, which certificate
shall set forth all information required by, and otherwise be executed in       
accordance with, Treasury Regulation Section 1.1445-2(b).                       

                              (vi) Duly executed assignments for all
Intellectual Property and evidence of change of name of each Seller.            

                                 (vii) Certificates of the Secretary or an
Assistant Secretary of each Seller, dated the Closing Date: (i) as to the       
incumbency and signatures of the officers or representatives of such Seller     
executing this Agreement and each of the Ancillary Documents and any other      
certificate or other document to be delivered pursuant hereto or thereto,       
together with evidence of the incumbency of such Secretary or Assistant         
Secretary; and (ii) certifying attached resolutions of the Board of Directors   
and shareholders of such Seller, which authorize and approve the execution and  
delivery of this Agreement and each of the Ancillary Documents to which such    
Seller is a party and the consummation of the transactions contemplated hereby  
and thereby.                                                                    

                                  (viii) The Escrow Agreement, duly executed
by each of Sellers and the Escrow Agent.                                        

                                 (ix) Confidentiality, non-competition and
cooperation agreements executed by each of the current shareholders of Parent in
substantially the form of Exhibit 1.4(a)(ix) hereto, together with assignments  
to Buyer of Parent's rights thereunder, to the extent such agreements relate to 
the Business, in the form set forth in Exhibit 1.4(a)(ix).                      

                                (x) Opinions of Hunter, Maclean, Exley &
Dunn, P.C. and Sonnenschein Nath & Rosenthal, dated the Closing Date, in        
substantially the form of Exhibit 1.4(a)(x) hereto.                             

                                    (xi) All of the additional closing documents
contemplated hereby or referred to on Exhibit 1.4(a).                           

                                  (xii) True, complete and correct copies of
the agreements described in Section 2.6(f) and 4.7(b) of this Agreement together
with an assignment to Buyer of all rights of Sellers and Parent thereunder.     

                                   (xiii) An assignment to Buyer of all of the
rights of the purchaser under the Parent Stock Purchase Agreement to            
indemnification by the sellers thereunder, to the extent such indemnification   
relates to the Business, the Purchased Assets or the Assumed Liabilities.       

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                          (b) Parent shall deliver to Buyer all of the closing
documents referred to on Exhibit 1.4(b).                                        

                           (c) Buyer shall deliver, or cause to be delivered, to
Sellers, the following items:                                                   

                                    (i) The Assignment and Assumption Agreement,
duly executed by Buyer and dated the Closing Date.                              

                                   (ii) The Escrow Agreement, duly executed by
Buyer and the Escrow Agent.                                                     

                                 (iii) Certificates of the Secretary or an
Assistant Secretary of the general partner of Buyer, dated the Closing Date: (i)
as to the incumbency and signatures of the officers or representatives of the   
general partner of Buyer executing this Agreement and each of the Ancillary     
Documents and any other certificate or other document to be delivered pursuant  
hereto or thereto, together with evidence of the incumbency of such Secretary or
Assistant Secretary; and (ii) certifying attached resolutions of the Board of   
Directors and shareholders of the general partner of Buyer, which authorize and 
approve the execution and delivery of this Agreement and each of the Ancillary  
Documents to which Buyer is a party and the consummation of the transactions    
contemplated hereby and thereby.                                                

                                    (iv) An opinion of Gould & Ratner, dated the
Closing Date, in substantially the form of Exhibit 1.4(c)(v) hereto.            

                                    (v) All of the additional documents referred
to on Exhibit 1.4(c)(vi).                                                       

1.5. Purchase Price Adjustment.             

                          (a) Attached hereto as Exhibit 1.5(a) is a projected
balance sheet of Trailers and its subsidiaries as of the close of business on   
December 19, 1996 (the "Projected Closing Balance Sheet") containing good faith 
projections by Sellers' management of the assets and liabilities of Sellers as  
of such date, together with a schedule (the "Projected Closing Adjusted Net     
Worth Statement") specifically setting forth Sellers' projected Adjusted Net    
Worth, and the adjustments made to compute such amount, as of the close of      
business on December 19, 1996 (the "Projected Closing Adjusted Net Worth"), and 
a representation by the Sellers' chief financial officer that (i) the Projected 
Closing Balance Sheet was prepared on a basis consistent with the accounting    
principles, practices, policies and procedures, and the classifications and     
methods, utilized in preparing the Interim Balance Sheet (except that the       
amounts shown therein are projected), and (ii) the Projected Closing            

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Adjusted Net Worth Statement was prepared on a basis consistent with the        
accounting principles, practices, policies and procedures, and the              
classifications and methods, utilized in preparing the Interim Adjusted Net     
Worth Statement (including, without limitation, valuation of inventories on a   
first-in-first-out basis and elimination from the Projected Closing Balance     
Sheet of the Excluded Assets and Excluded Liabilities, and the Parent Equipment 
and GDI Property). If the Projected Closing Adjusted Net Worth is less than the 
Interim Adjusted Net Worth, then the Purchase Price to be paid at the Closing   
shall be decreased by an amount which is equal to the difference between the    
Interim Adjusted Net Worth and the Projected Closing Adjusted Net Worth. If the 
Projected Closing Adjusted Net Worth is greater than the Interim Adjusted Net   
Worth, then the Purchase Price to be paid at the Closing shall be increased by  
an amount which is equal to the difference between the Projected Closing        
Adjusted Net Worth and the Interim Adjusted Net Worth.                          

                         (b) Sellers shall prepare and deliver to Buyer, and
Buyer and Sellers shall cooperate to engage Ernst & Young, LLP, or another      
nationally-recognized independent accounting firm mutually satisfactory to      
Sellers and Buyer (the "Accountants") to audit, the consolidated balance sheet  
of Sellers as of close of business on the December 31, 1996 (the "Closing Date  
Balance Sheet") within sixty (60) days after the Closing Date. The Closing Date 
Balance Sheet shall:                                                            

                               (i) be prepared in accordance with GAAP
applied on a basis consistent with the same accounting principles, methods,     
policies, practices and procedures applied in, and using classifications        
consistent with those used in, the preparation of the Interim Balance Sheet, and
in accordance with the terms of this Agreement;                                 

                             (ii) be audited by the Accountants in
accordance with generally accepted auditing standards;                          

                              (iii) include a schedule (the "Closing
Adjusted Net Worth Statement") specifically setting forth the Closing Adjusted  
Net Worth and the adjustments made to compute such amount, which schedule and   
adjustments shall be prepared on a basis consistent with the accounting         
principles, practices, policies and procedures, and the classifications and     
methods, utilized in preparing the Interim Adjusted Net Worth Statement         
(including, without limitation, valuation of inventories on a first-in-first-out
basis and elimination from the Closing Date Balance Sheet of the Excluded Assets
and Excluded Liabilities, and the Parent Equipment and GDI Property); and       

                                  (iv) include an opinion of the Accountants
to the effect of Sections 1.5(b)(i), 1.5(b)(ii) and 1.5(b)(iii)                 

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above.                                                                          

                (c) Sellers' employees shall take physical
inventories of Sellers in connection with the preparation of the Closing Date   
Balance Sheet, to the extent reasonably practicable. Arthur Andersen, L.L.P., at
the request of Buyer and at Buyer's expense, shall be entitled to observe the   
taking of physical inventories of Sellers in connection with the preparation of 
the Closing Date Balance Sheet, and to inspect all work papers, schedules and   
other supporting materials relating to, the preparation of the Closing Date     
Balance Sheet and computation of the Closing Adjusted Net Worth, and to consult 
with the Accountants regarding the methods used to prepare the Closing Date     
Balance Sheet and computation of the Closing Adjusted Net Worth. The            
Accountants' fees and expenses in connection with the work performed by the     
Accountants pursuant to this Section shall be accrued as an expense on the      
Closing Date Balance Sheet, except for the fees and expenses of the Accountants 
in connection with the taking of physical inventories or in connection with any 
other procedures requested by Buyer which have not generally been performed in  
connection with the preparation or audit of Sellers' prior year-end financial   
statements.                                                                     

                        (d) The Closing Adjusted Net Worth as set forth on
the Closing Adjusted Net Worth Statement shall become final, conclusive and     
binding on the Parties unless Sellers or Buyer gives written notice to the other
of its disagreement with respect to any matter contained therein ("Objection    
Notice") within thirty (30) days after the receipt thereof. An Objection Notice 
shall specify in reasonable detail the nature of any disagreement and a proposal
with respect to the Closing Adjusted Net Worth. The other Party may within ten  
(10) days after receipt of the other Party's Objection Notice also deliver an   
Objection Notice (if not already delivered), which shall contain a proposal with
respect to the Closing Adjusted Net Worth; or, if such other Party shall not    
deliver an Objection Notice, it shall be deemed for the purposes hereof to have 
proposed the amount therefor set forth in the Closing Adjusted Net Worth        
Statement. For a period of thirty (30) days after the delivery of any Objection 
Notice, Sellers and Buyer shall attempt to resolve in writing all of their      
differences with respect to each matter specified in any Objection Notice, in   
which case any such resolution shall be final, conclusive and binding on Sellers
and Buyer. If Buyer and Sellers cannot resolve all such disputes within such    
thirty-day period, the matters in dispute shall be submitted to Arthur Andersen,
L.L.P. or another nationally-recognized independent accounting firm mutually    
satisfactory to Buyer and Sellers (the "Arbiter"). Promptly, but not later than 
thirty (30) days after submission of the dispute to the Arbiter, the Arbiter    
will determine (based solely on presentations by Sellers and Buyer to the       
Arbiter and not by independent review)                                          

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only those items in dispute and will render a report as to its resolution of    
such items and the resulting calculation of the Closing Adjusted Net Worth. In  
resolving any disputed item, the Arbiter may not assign a value to such item    
greater than the greatest value for such item claimed by either party or less   
than the lowest value for such item claimed by either party. For purposes of the
Arbiter's calculation of the Closing Adjusted Net Worth, the amounts to be      
included will be the appropriate amounts from the Closing Date Balance Sheet as 
to items that are not in dispute, and the amounts determined by the Arbiter, as 
to items that are submitted for resolution by the Arbiter. Buyer and Sellers    
shall cooperate with the Arbiter in making its determination and such           
determination shall be final, conclusive and binding upon Buyer and Sellers;    
provided, however, that the amount of the Closing Adjusted Net Worth determined 
by the Arbiter shall in no event be greater than that proposed (or deemed       
proposed) by Sellers or less than that proposed (or deemed proposed) by Buyer.  
The fees and expenses of the Arbiter incurred in connection with the services   
rendered pursuant to this Section 1.5(d) shall be borne by Sellers and Buyer in 
proportion to the respective amounts by which the amounts of the Closing        
Adjusted Net Worth proposed or deemed proposed by them shall differ from the    
Closing Adjusted Net Worth as determined by the Arbiter. (For example, if the   
amount of the Closing Adjusted Net Worth proposed by Sellers were $70,000,000,  
the amount thereof proposed by Buyer were $60,000,000, and the amount thereof   
determined by the Arbiter were $66,000,000, then the Arbiter's fees and expenses
would be paid 40% by Sellers and 60% by Buyer.)                                 

                         (e) The term "Final Adjusted Net Worth" shall mean:

                               (i) if neither Sellers nor Buyer timely
delivers an Objection Notice, the Closing Adjusted Net Worth as set forth in the
Closing Adjusted Net Worth Statement; or                                        

                                   (ii) if Sellers or Buyer timely delivers an
Objection Notice, the amount determined pursuant to Section 1.5(d) above.       

                         (f) Within five (5) days after determination of the
Final Adjusted Net Worth:                                                       

                                 (i) if the Projected Closing Adjusted Net
Worth exceeds the Final Adjusted Net Worth, then (x) Sellers and Buyer shall    
direct the Escrow Agent to pay to Buyer, out of the funds held in the Escrow    
Account, an amount equal to the lesser of such excess or the Escrow Amount, and 
(y) if the amount of such excess is greater than the Escrow Amount, then Sellers
shall pay to Buyer in immediately available funds the amount by which           

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such excess exceeds the Escrow Amount; or                                       

                            (ii) Buyer shall pay Sellers by wire
transfer of immediately available funds the amount, if any, by which the Final  
Adjusted Net Worth exceeds the Projected Closing Adjusted Net Worth.            

Any payment by Sellers or Buyer required by this subsection (f) shall bear      
interest at the prime rate (as published in the Wall Street Journal) per annum  
from the Closing Date to, but not including, the date of payment to Buyer or    
Sellers, as the case may be.                                                    

                      (g) Upon determination of the Final Adjusted Net
Worth and payment of the amount, if any, required to be paid to Sellers or Buyer
(as the case may be) under the provisions of Section 1.5(f), Sellers shall be   
entitled to receive all funds remaining in the Escrow Account, including        
interest, net of expenses, and Sellers and Buyer shall immediately direct the   
Escrow Agent to make such payment to Sellers.                                   

                       (h) The undersigned, Capital Resource Associates,
hereby guarantees the payment in full by Sellers to Buyer when due of the       
amount, if any, which shall be payable by Sellers pursuant to Section           
1.5(f)(i)(y) hereof.                                                            

ARTICLE 2.

 REPRESENTATIONS AND WARRANTIES OF SELLERS

                Sellers jointly and severally represent and warrant to Buyer
as follows:                                                                     

        2.1. Organization. Each Seller is a corporation duly
organized, validly existing and in good standing under laws of the jurisdiction 
of its incorporation and has all requisite corporate power and authority to own 
its properties and carry on its business as it is now being conducted. Each     
Seller is duly qualified to do business and is in good standing as a foreign    
corporation in all jurisdictions where the nature of the property owned or      
leased by it, or the nature of the business conducted by it, makes such         
qualification necessary and the absence of such qualification would have a      
material adverse effect on the business or financial condition of all of Sellers
taken as a whole (a "Material Adverse Effect"). True and complete copies of the 
charter and by-laws, and all amendments thereto, which are in full force and    
effect on the date hereof, of each Seller have previously been delivered or made
available to Buyer. The disclosure schedule delivered by Sellers to Buyer in    
connection herewith (the "Disclosure Schedule") sets forth the directors and    

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officers of each Seller.                                                        

2.2. Financial Statements.                  

                     (a) Sellers have delivered to Buyer each of the
following financial statements (collectively, the "Financial Statements"),      
copies of which are included in the Disclosure Schedule:                        

                                   (i) audited consolidated balance sheets and
statements of operations, shareholders' equity (deficit) and cash flows as of   
and for the fiscal years ended December 31, 1991, 1992, 1993, 1994 and 1995 for 
Trailers and its subsidiaries; and                                              

                               (ii) the unaudited consolidated balance
sheet (the "Interim Balance Sheet") and statements of operations, shareholders' 
equity and cash flows (collectively, the "Interim Financial Statements") as of  
and for the six months ended June 30, 1996 for Trailers and its subsidiaries,   
including a schedule (the "Interim Adjusted Net Worth Statement") specifically  
setting forth the Interim Adjusted Net Worth and the adjustments made to compute
such amount (the Interim Balance Sheet and the Interim Adjusted Net Worth       
Statement are attached hereto as Exhibit 2.2(a)(ii)).                           

                       (b) The Financial Statements (including the notes
thereto) have been prepared in accordance with GAAP applied on a consistent     
basis (except as may be indicated on the notes thereto) throughout the periods  
covered thereby and present fairly, the consolidated financial position, the    
results of operations, retained earnings and cash flows of Trailers and its     
subsidiaries as at each of the dates and for each of the periods covered        
thereby, except that the Interim Financial Statements do not reflect normal     
year-end audit adjustments and lack footnotes and other presentation items. The 
Interim Adjusted Net Worth Statement has been prepared on a basis consistent    
with the accounting principles, practices, policies and procedures, and the     
classifications and methods, utilized in the preparation of the Interim Balance 
Sheet, except for valuation of inventories on a first-in-first-out basis and    
elimination of the Excluded Assets and Excluded Liabilities.                    

                  2.3. Absence of Certain Changes or Events. Except as set forth
in the Disclosure Schedule, the Interim Financial Statements or the SEC Reports,
or as permitted or contemplated by this Agreement, since June 30, 1996, Sellers 
have conducted the Business only in the Ordinary Course of Business, and without
limiting the generality of the foregoing, no Seller has:                        

                        (a) suffered any material shortage of materials or
supplies, or any material damage, destruction or casualty loss                  

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(not covered by insurance) to its physical properties;                          

               (b) suffered any Material Adverse Effect;

                     (c) increased the rate or terms of compensation
payable or to become payable to its directors, officers or key employees or     
increased the rate or terms of any Business Benefit Plan covering any of its    
directors, officers or key employees, except in each case increases occurring in
the Ordinary Course of Business (including normal periodic performance reviews  
and related compensation and benefit increases) or as required by any           
pre-existing Commitment;                                                        

                      (d) mortgaged, pledged or subjected to any other
Encumbrance any of its material properties or assets, tangible or intangible,   
other than Permitted Exceptions;                                                

                   (e) made any material capital expenditures or
acquired or disposed of any material assets or properties, or entered into any  
agreement or other arrangement for such acquisition or disposition, except      
acquisitions and dispositions in the Ordinary Course of Business;               

                    (f) forgiven or canceled any material debts or
claims, or waived any material rights, except in the Ordinary Course of         
Business;                                                                       

                     (g) been the target of any actual or threatened
strikes, work stoppages, other labor disputes or organizing activity;           

                        (h) changed in any material respect its accounting
practices, policies or principles, or changed its depreciation or amortization  
policies or rates adopted by it other than changes required by changes in GAAP; 

                       (i) entered into any employment agreement lasting
longer than one year or providing for annual compensation in excess of $50,000, 
or collective bargaining agreement or adopted any Business Benefit Plan;        

                 (j) entered into or terminated any material
Commitment, license or other instrument, except in the Ordinary Course of       
Business;                                                                       

               (k) committed to do any of the foregoing.

             2.4. Title to Purchased Assets. (a) Sellers have good and
marketable title to all of the Purchased Assets, free and clear of all          
Encumbrances, except                                                            

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                                   (i) as set forth in the Disclosure Schedule
or the SEC Reports, and                                       

                      (ii) for Permitted Exceptions.

                         (b) On the Closing Date, Sellers will have good and
marketable title to all of the Purchased Assets, free and clear of all          
Encumbrances, except for Permitted Exceptions.                                  

2.5. Intellectual Property.                 

                          (a) The Disclosure Schedule sets forth a list, as of
the date hereof, of all material United States and foreign patents, trademarks, 
tradenames, copyrights, and registrations and applications therefor (such items,
together with all inventions, improvements, customer lists, brand names, labels 
or other trade rights and pending applications therefor, service marks, trade   
dress, logos, rights in computer software, and all rights granted or retained in
licenses under any of the foregoing, and all other intellectual property and    
know-how used in connection with the Business, including, but not limited to,   
confidential, secret and/or proprietary information, all technical information, 
inventions, designs and patents, whether or not patentable, which are used by   
Sellers in, and material to, the Business, being hereinafter referred to as the 
"Intellectual Property").                                                       

                           (b) Except as set forth in the Disclosure Schedule or
the SEC Reports, to Sellers' knowledge, Sellers own or possess adequate licenses
or other valid rights to use all of the material Intellectual Property, free and
clear of any Encumbrance (except Permitted Exceptions).                         

                         (c) Except as set forth in the Disclosure Schedule,
to Sellers' knowledge, no Seller has interfered with, infringed upon,           
misappropriated, or violated any material patent, copyright, tradename,         
trademark or other intellectual property right of any third party in any        
material respect, and no Seller has knowledge of any basis for, nor has received
any charge, complaint, claim, demand, or notice alleging, any such interference,
infringement, misappropriation, or violation. To the knowledge of Sellers, no   
third party has interfered with, infringed upon, misappropriated, or violated   
any material Intellectual Property of any Seller in any material respect.       

                          (d) The Disclosure Schedule identifies each material
item of Intellectual Property that any third party owns and that any Seller uses
pursuant to a license, sublicense, agreement, or permission. Sellers have       
delivered or made available to Buyer correct and complete copies of all such    
licenses, sublicenses, agreements, and permissions (as amended to               

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date).                                                                          

                2.6. Commitments. The Disclosure Schedule sets forth a list,
as of the date hereof, of each of the following written or oral agreements,     
arrangements or commitments (including any and all amendments thereto) to which 
any Seller is a party or by which any Seller is bound (collectively, the        
"Commitments"):                                                                 

                        (a) any agreement (or group of related agreements)
for the lease of personal property to or from any Person providing for lease    
payments in excess of $100,000 per annum in any one case (other than leases     
entered into in connection with purchase orders from customers);                

                        (b) any agreement (or group of related agreements)
for the purchase or sale of raw materials, commodities, supplies, or other      
personal property, or for the furnishing or receipt of services used in the     
conduct of the business of the Seller, the performance of which will extend over
a period of more than one year or involve consideration in excess of $100,000 in
any one case;                                                                   

                        (c) any agreement (or group of related agreements)
for the fiscal year 1995 for the sale of Products, which involves the sale of   
more than 100 trailers;                                                         

                         (d) any agreement concerning a partnership or joint
venture;                                                                        

                        (e) any agreement (or group of related agreements)
under which it has created, incurred, assumed, or guaranteed any indebtedness   
for borrowed money, or any capitalized lease obligation or under which it has   
imposed an Encumbrance on any of its assets, tangible or intangible, in excess  
of $100,000 in any one case;                                                    

                           (f) any material agreement concerning confidentiality
or noncompetition (excluding confidentiality agreements with any and all        
prospective purchasers of Sellers or any of their past or present Subsidiaries  
or any of their respective assets, as to which no disclosure is made);          

                      (g) any material sales agency or distributorship
agreements;                                                                     

                         (h) any material brokerage and finder's agreements;

                (i) agreements and commitments for capital
expenditures in excess of $100,000 for any single project which have not been   
included in the budgets provided to Buyer;                                      

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                           (j) any material employment, consulting, severance or
agency agreement;                                                               

                           (k) any agreement under which any Seller has advanced
or loaned any amount to any of its directors, officers and employees outside of 
the Ordinary Course of Business; and                                            

                       (l) other agreements, arrangements or commitments
which are material to the business or financial condition of the Sellers.       

                  Sellers have previously delivered or made available to Buyer a
correct and complete copy of each such written Commitment. Except as set forth  
in the Disclosure Schedule or the SEC Reports, no Seller is in default under any
of the Commitments, which default has or could reasonably be expected to have a 
Material Adverse Effect                                                         

          2.7. Litigation. Except as set forth in the Disclosure
Schedule or the SEC Reports, there is no action, counterclaim, suit, hearing,   
investigation or proceeding of, in or before any court, governmental authority  
or administrative agency of any federal, state, local or foreign jurisdiction or
before any arbitrator ("Litigation") pending or, to Sellers' knowledge,         
threatened against any Seller, or to which any of them is a party,              

                     (a) with respect to which there is a reasonable
likelihood of a determination which would have a Material Adverse Effect, or    

                    (b) which seeks to enjoin or obtain damages in
respect of the consummation of the transactions contemplated hereby.            

Except as set forth in the Disclosure Schedule or the SEC Reports, no Seller is 
subject to or in default under any outstanding orders, rulings, injunctions,    
judgments, charges or decrees which would have a Material Adverse Effect.       

         2.8. Compliance with Laws. Except as set forth in the
Disclosure Schedule or the SEC Reports, to Sellers' knowledge, and except for   
Environmental, Health and Safety Laws, Sellers are in compliance with all       
applicable laws, rules and regulations of federal, state, local and foreign     
governments (and all agencies thereof), except where the failure to comply would
not have a Material Adverse Effect. To Sellers' knowledge, Sellers have all     
material governmental permits, licenses and authorizations (collectively, the   
"Permits") necessary for the conduct of Sellers' Business as presently          
conducted, except where the absence thereof would not individually or in the    
aggregate have a                                                                

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Material Adverse Effect. Except as set forth in the Disclosure Schedule or the  
SEC Reports, all material Permits are in full force and effect and there is no  
Litigation pending or, to Sellers' knowledge, threatened, seeking the           
revocation, cancellation or suspension or any adverse modification, of any such 
material Permits, with respect to which there is a reasonable likelihood of a   
determination which would have a Material Adverse Effect.                       

         2.9. Corporate Power and Authority; No Conflicts. The
execution, delivery and performance by Sellers of this Agreement and the        
consummation by Sellers of the transactions contemplated hereby have been duly  
authorized by all necessary corporate action on the part of Sellers and Parent. 
This Agreement has been duly and validly executed and delivered by Sellers and  
constitutes the valid and binding obligation of each Seller, enforceable against
each such Seller in accordance with its terms. The execution, delivery and      
performance by Sellers of this Agreement and the consummation by Sellers of the 
transactions contemplated hereby will not, with or without the giving of notice 
or the lapse of time, or both:                                                  

                          (a) violate any provision of law, rule or regulation
to which any Seller is subject;                                                 

                          (b) violate any order, judgment or decree applicable
to any Seller;                                                                  

                     (c) violate any provision of the Certificate of
Incorporation or the By-laws of any Seller; or                                  

                         (d) result in any breach of or constitute a default
under, or give to others any rights of termination, amendment, acceleration or  
cancellation of, or result in the creation of any Encumbrance on any of the     
properties or assets of any Seller pursuant to any, note, bond, mortgage,       
indenture, contract, agreement, lease, Permit, franchise or other instrument or 
obligation to which any Seller is a party or by which any Seller or any of their
respective properties is bound or affected; except, in each case, for (i)       
violations, breaches or defaults which in the aggregate would not materially    
hinder or impair the consummation of the transactions contemplated hereby or    
which would not have a Material Adverse Effect, and (ii) violations, breaches or
defaults resulting from the failure to obtain any consent not required under    
this Agreement to be obtained at or prior to Closing.                           

2.10. Employee Benefit Plans.               

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                    (a) The Disclosure Schedule lists all Business
Benefit Plans. With respect to each Business Benefit Plan, true and complete    
copies of the following have previously been delivered or made available to     
Buyer or will be delivered to Buyer within ten days after the date of this      
Agreement:                                                                      

                             (i) the written plan document for any
Business Benefit Plan or a written description thereof for any Business Benefit 
Plan not in writing;                                                            

                                  (ii) any related summary plan description;

                                   (iii) the most recent determination letter,
if any, received from the IRS regarding such plan;                              

                                 (iv) any pending applications, filings or
notices with respect thereto with the IRS, PBGC or the Department of Labor;     

                               (v) the latest financial statements and
annual reports for such plan and related trusts or funding vehicles, policies or
contracts as of the end of the most recent plan year with respect to which the  
filing date for such information has passed; and                                

                               (vi) all trust agreements and insurance
contracts and all agreements with third party administrators, actuaries,        
investment managers, consultants and other independent contractors that relate  
to any Business Benefit Plan.                                                   

                           (b) Except as set forth on the Disclosure Schedule or
the SEC Reports:                                                                

                               (i) to Sellers' knowledge, no event has
occurred or circumstances exist that could reasonably be expected to give rise  
to disqualification or loss of tax exempt status of any Business Benefit Plan or
trust intended to qualify under Section 401(a) of the Code;                     

                                 (ii) the Business Benefit Plans have been
maintained in material compliance with their terms and in material compliance   
with applicable law;                                                            

                                   (iii) with respect to each Business Benefit
Plan subject to the minimum funding requirements of Section 412 of the Code, all
required contributions for all plan years ending prior to the Closing Date have 
been made to the Business Benefit Plans;                                        

                                  (iv) except as set forth in the Disclosure

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Schedule, no Seller has any liability under ERISA or the Code with respect to   
any Benefit Plan or Multiemployer Plan maintained or contributed to by an ERISA 
Affiliate or Sellers;                                                           

                              (v) no reportable event (as defined in
Section 4043 of ERISA and the regulations thereunder) has occurred within the   
last five (5) years other than reportable events with respect to which notice   
has been waived by the PBGC;                                                    

                           (vi) other than claims for benefits
submitted by participants or beneficiaries, no claim against, or legal          
proceeding involving any Business Benefit Plan is pending or to Sellers'        
knowledge threatened, other than claims which individually or in the aggregate  
would not have a Material Adverse Effect; and                                   

                                (vii) Sellers are in material compliance
with the provisions of Section 601 of ERISA and Section 4980B of the Code.      

                  2.11. Consents. Except as set forth in the Disclosure Schedule
or the SEC Reports, no consent, approval or authorization of, or exemption by,  
or filing with, any governmental authority is required in connection with the   
execution, delivery and performance by Sellers of this Agreement or the taking  
of any other action contemplated hereby, excluding, however, consents,          
approvals, authorizations, exemptions and filings, if any, which Buyer is       
required to obtain or make or instances where the failure to obtain such        
consents, approvals or authorizations, or to make such filings or notifications,
would not have a Material Adverse Effect.                                       

2.12. Taxes.                                

                         (a) Except as set forth on the Disclosure Schedule,
each Seller and any combined, consolidated, unitary or affiliated group of which
any Seller is or has been a member prior to the Closing Date: (x) has paid all  
Taxes required to be paid on or prior to the Closing Date (including, without   
limitation, payments of estimated Taxes) for which Sellers could be held liable,
except for Taxes which are being contested in good faith and by appropriate     
proceedings and which are described on the Disclosure Schedule; and (y) has     
accurately and timely filed (or timely filed an extension for), all Tax Returns,
required to be filed on or before the Closing Date.                             

                         (b) The Disclosure Schedule sets forth all federal,
state, local and foreign Income Tax Returns filed with respect to Sellers for   
taxable periods ended on or after December 31, 1993, indicates those Income Tax 
Returns that have been audited, and indicates those Income Tax Returns that     
currently                                                                       

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are the subject of audit. Sellers have delivered or made available to Buyer     
correct and complete copies of all federal Income Tax Returns of Sellers.       

                     (c) Each Seller has withheld and paid all Taxes
required to be withheld and paid in connection with amounts paid or owing to any
employee, independent contractor, creditor, stockholder or other Person.        

2.13. Subsidiaries.                         

                        (a) Other than Sellers, there are no entities with
respect to which any Seller either:                                             

                                   (i) owns on the date hereof and will own on
the Closing Date, either directly or indirectly, outstanding capital stock (or  
other ownership interests), other than securities constituting Excluded Assets, 
or                                                                              

                                (ii) has the power to vote or direct the
voting of sufficient securities to elect a majority of the directors thereof.   

                         (b) There are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange     
rights, or other contracts or commitments that could require any Seller to sell,
transfer, or otherwise dispose of any capital stock or assets of any Seller.    
There are no voting trusts, proxies, or other agreements or understandings with 
respect to the voting of any capital stock of any Seller. No Seller owns any    
interest in or controls any corporation, partnership, trust, or other business  
association which is not a Subsidiary.                                          

               2.14. Accounts Receivable. Except as reserved against on or
set forth in the Interim Financial Statements, or as set forth in the Disclosure
Schedule or the SEC Reports, all accounts receivable relating to the Business   
reflected on the Interim Financial Statements and all accounts receivable       
relating to the Business arising subsequent thereto have arisen in the Ordinary 
Course of Business of Sellers.                                                  

                  2.15. Inventory. Except as reserved against on or set forth in
the Interim Financial Statements, or as set forth in the Disclosure Schedule or 
the SEC Reports, the materials, supplies and work-in-process included in the    
inventory of Sellers as set forth on the Interim Balance Sheet, and all         
inventory of the Seller arising since the date of the Interim Financial         
Statements, were acquired in the Ordinary Course of Business and are valued as  
set forth in the Disclosure Schedule or the Interim Financial Statements.       

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2.16. Real Property; Leases.                

                     (a) The Disclosure Schedule sets forth all real
property that Sellers own (collectively, the "Owned Real Property"). With       
respect to each such Owned Real Property, except as set forth in the Disclosure 
Schedule or the documents referenced therein:                                   

                             (i) the identified owner has good and
marketable title to the parcel of Owned Real Property, free and clear of any    
Encumbrances, except for the Permitted Exceptions and liens or encumbrances of a
definite or ascertainable amount which shall be removed at Closing;             

                                  (ii) Sellers agree that at Closing Sellers
will deliver to Buyer a recordable special warranty deed for each of the parcel 
of Owned Real Property, subject only to the Permitted Exceptions;               

                             (iii) there are no leases, subleases,
licenses, concessions, or other agreements granting to any party or parties     
thereto the right of use or occupancy of any portion of any Owned Real Property;
and                                                                             

                                (iv) Except as set forth in Section 2.4,
Seller hereby specifically disclaims any warranty, guaranty or representation,  
oral or written, past, present or future, of, as to, or concerning (1) the      
nature and condition of the Owned Real Property, including, but not by way of   
limitation, the water, soil, geology, flora and fauna, and the suitability      
thereof, and of the Owned Real Property for any and all activities and uses     
which Buyer and its Affiliates may elect to conduct thereon, or any improvements
which Buyer and its Affiliates may elect to construct thereon, income to be     
derived therefrom or expenses to be incurred with respect thereto, or any       
obligations or any other matter or thing relating to or affecting the same; (2) 
the manner of construction and condition and state of repair or lack of repair  
of any improvements located thereon; (3) the nature and extent of any easement, 
right-of-way, lease, possession, lien, encumbrance, license, reservation,       
condition or otherwise; (4) the presence or absence of any environmentally      
threatened species or wetlands; (5) the presence or absence of any              
environmentally hazardous substance or material; and the compliance of the Owned
Real Property, with any laws, rules or ordinances, or regulations of any        
government or any body; (6) geological conditions, including, without           
limitation, subsidence, subsurface conditions, water table, underground water   
reservoirs, limitations regarding the withdrawal of water and faulting; (7)     
whether or not and the extent to which the Owned Real Property or any portion   
thereof is affected by any stream                                               

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(surface or underground), body of water, flood prone area, flood plain, floodway
or special flood hazard; (8) drainage; (9) soil conditions, including the       
existence of instability, past soil repairs, soil additions or conditions of    
soil fill, or susceptibility to landslides, or the sufficiency of any           
undershoring; (10) zoning to which the Owned Real Property or any portion       
thereof may be subject; (11) the availability of any utilities to the Owned Real
Property or any portion thereof, including without limitation, water, sewage,   
gas and electric. EXCEPT AS SET FORTH IN SECTION 2.4, IN CONNECTION WITH THE    
CONVEYANCE OF THE OWNED REAL PROPERTY AS PROVIDED FOR HEREIN, SELLER HAS NOT    
MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND 
OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY
OR CONDITION OF THE OWNED REAL PROPERTY, THE SUITABILITY OF THE OWNED REAL      
PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER AND ITS AFFILIATES MAY 
CONDUCT THEREON, COMPLIANCE BY THE OWNED REAL PROPERTY WITH ANY LAWS, RULES,    
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY, OR THE      
HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OWNED  
REAL PROPERTY. Except as set forth in Section 2.4, Buyer and its Affiliate      
agrees to accept the Owned Real Property at Closing with the Owned Real Property
being in its present "AS IS" condition WITH ALL FAULTS.                         

                     (b) The Disclosure Schedule sets forth all real
property leased or subleased to any Seller ("Leased Property"). Sellers have    
delivered or made available to Buyer correct and complete (in all material      
respects) copies of the leases and subleases for each Leased Property, including
any amendments or modifications thereto ("Lease" or "Leases"). With respect to  
each such Lease, except as set forth in the Disclosure Schedule or the SEC      
Reports, to the knowledge of Sellers:                                           

                                    (i) each of such Leases is in full force and
effect without further modification or amendment from the form delivered;       

                                    (ii) each Lease constitutes the legal, valid
and binding obligation of Sellers and, to the best knowledge of Sellers, the    
other respective parties thereto;                                               

                               (iii) there is no Litigation pending or
threatened; and                                                                 

                           (iv) none of Sellers have assigned,
transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in
the leasehold or subleasehold.                                                  

                            (v) no Seller is in material default
thereunder, and no event has occurred which, with the giving of                 

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notice or with the passage of time or both, would constitute a material default 
thereunder.                                                                     

                          (c) Title Policies and Surveys. Prior to the Closing
Date, Sellers, at their sole cost and expense, shall deliver to Buyer           
preliminary title commitments ("Title Commitments"), and documents of record for
the Owned Real Property and the Leased Properties described on Exhibit 2.16(c)  
attached hereto and made a part hereof ("Material Leased Properties"). The Title
Commitments will be issued in each case by Chicago Title Insurance Company (the 
"Title Insurance Company"), cover title to each parcel of Owned Real Property   
and Material Leased Properties, commit to the issuance of an American Land Title
Association Owner's title insurance policy or leasehold title insurance policy, 
as the case may be, showing fee simple title or leasehold interest (as the case 
may be) in Sellers subject to the title exceptions set forth therein.           
Additionally, to the extent specified on Exhibit 2.16(c), prior to the Closing  
Date, Sellers, at their sole cost and expense, shall deliver to Buyer current   
surveys (the "Surveys"), each dated not earlier than October 1, 1996, prepared  
by a surveyor, engineer or surveying or engineering firm licensed in the state  
or states in which the surveyed property is located in accordance with the      
Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys adopted by
the American Land Title Association and the American Congress on Surveying and  
Mapping in 1986 or 1992 and each Survey shall, prior to Closing, be certified to
the Title Insurance Company, Buyer, any mortgagee of Buyer and such other       
parties as Buyer may designate, and all be in form sufficient to induce the     
Title Insurance Company to issue the title policies and endorsements required   
herein and will contain an ALTA certification. At the Closing, Sellers, at their
sole cost and expense, shall deliver to Buyer marked copies of Owner's Policies 
of Title Insurance covering the Owned Real Property and Leasehold Policies with 
respect to the Material Leased Properties (collectively, the "Title Insurance   
Property"), in the amounts specified on Exhibit 2.16(c) and insuring Buyer's    
indefeasible fee simple title or leasehold interest, as the case may be, to the 
Title Insurance Property, subject only to the Permitted Exceptions (the "Title  
Policies"). The Owner's Policies of Title Insurance shall be issued on the 1970 
Form B ALTA Owner's or Leasehold Extended Coverage Policy of Title Insurance    
(or, in any state in which such form is not available, the applicable equivalent
form). Sellers shall also deliver to Buyer at Closing, at Seller's sole cost and
expense, endorsements to such Title Policies covering, if available, zoning,    
extended coverage, and survey coverage and restrictions. Buyer shall have the   
right, at its sole cost and expense, to obtain lender's policies of title       
insurance covering all of the Title Insurance Property. Buyer shall be          
responsible for any additional costs incurred in connection with the issuance of
such lender's policies of title                                                 

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insurance. The provisions of this Section 2.16(c) and Section 1.4(a)(iv) hereof 
shall further be subject to the terms of a letter agreement to be entered into  
among Buyer and Sellers contemporaneously with the execution of this Agreement, 
in the form of Exhibit 2.16 hereto.                                             

                         (d) Eminent Domain. To Sellers' knowledge, there is
no pending or threatened condemnation of any part of the Owned Real Property or 
the Leased Property, if any, by any governmental authority.                     

                      (e) Foreign Investments. No Seller is a "foreign
person" within the meaning of Section 1445 of the Code.                         

           2.17. Environmental Matters. Except as set forth in the
Disclosure Schedule or the SEC Reports, matters disclosed in the Phase I        
Environmental Assessments by Clayton Environmental Consultants (which Phase I   
Assessments are listed in the Disclosure Schedule), or as reflected on the      
Interim Financial Statements:                                                   

        (a) Each Seller, to its knowledge:

                                 (i) has complied in all material respects
with the Environmental, Health and Safety Laws, except for such noncompliance as
would not result in a Material Adverse Effect; and                              

                                    (ii) has obtained all material Permits which
are required under the Environmental, Health and Safety Laws for its operation  
and each such entity has been in substantial compliance in all material respects
with all terms and conditions of such Permits, except for such noncompliance as 
would not result in a Material Adverse Effect;                                  

                          (b) No Hazardous Materials have been Released by any
Seller or any other person on or from any property owned by any Seller or on or 
from any property at or to which any Seller disposed of Hazardous Materials,    
which property is required by the Environmental, Health and Safety Laws to be   
remediated by or at the expense of Sellers, except for Releases that would not  
result in a Material Adverse Effect;                                            

                          (c) No Seller has received, during the last five (5)
years, written notice of any alleged violation of or liability under any        
Environmental, Health and Safety Laws in connection with real property owned or 
operated by Sellers or in connection with any property at or to which any Seller
disposed of Hazardous Materials;                                                

                   (d) No Seller has material liability, whether

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contingent or otherwise, under any Environmental Health and Safety Law with     
respect to its current or former subsidiaries' operations or properties, except 
such liabilities as would not result in a Material Adverse Effect;              

                        (e) There are no administrative, civil or criminal
writs, injunctions, decrees, orders, or judgments outstanding, or any           
administrative, civil or criminal actions, suits, proceedings or investigations 
pending or, to Sellers' knowledge, threatened, relating to compliance with or   
liability under any Environmental Health and Safety Law affecting any Seller    
which matters could reasonably be expected to have a Material Adverse Effect;   
and                                                                             

                       (f) There are no underground storage tanks on, or
asbestos containing materials on or in the improvements or fixtures located on, 
the Owned Real Property or the Leased Property, except for such items as would  
not result in a Material Adverse Effect.                                        

2.18. Products; Product Warranty.           

                           (a) Sellers have delivered or made available to Buyer
their catalogues which set forth the general types of products currently        
manufactured, produced, assembled, sold or marketed by Sellers (the "Products").
Except (i) as reserved against on or as set forth in the Interim Financial      
Statements or (ii) as set forth in the Disclosure Schedule or the SEC Reports or
(ii) in the applicable Commitments, substantially all of the Products comply in 
all material respects with the specifications provided in, and the warranties   
under, the applicable Commitments for the sale of the Products, except where the
failure to conform would not individually or in the aggregate result in a       
Material Adverse Effect. The Disclosure Schedule includes copies of the standard
product warranty policies of Sellers relating to the Products, as well as any   
negotiated warranties. The reserves for warranty claims relating to the Products
reflected on the books and records of Sellers and the Financial Statements are  
adequate to cover known and reasonably anticipated claims.                      

                           (b) Except as disclosed in the Disclosure Schedule or
the SEC Reports, to Sellers' knowledge:                                         

                                   (i) there is no Litigation or investigation
of a civil, criminal or administrative nature by or before any governmental     
agency against or involving any Product which is pending or, to Sellers'        
knowledge threatened, resulting from an alleged defect in design, manufacture,  
materials or workmanship of any Product manufactured, produced, distributed or  
sold by or on behalf of Sellers, which Litigation or investigation is reasonably
likely (after taking into account any applicable insurance coverage) to have a  
Material Adverse Effect;                                                        

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                                 (ii) there currently is not, nor is there
under consideration or investigation by Sellers, any Recall conducted by or on  
behalf of Sellers concerning any Products manufactured, produced, distributed or
sold by or on behalf of Sellers or any Recalls conducted by or on behalf of any 
entity as a result of any alleged defect in any Product supplied by Sellers or  
their predecessors, which Recall is reasonably likely to have a Material Adverse
Effect.                                                                         

                2.19. Undisclosed Liabilities. To Sellers' knowledge, except
as reflected in the Financial Statements or elsewhere in the Disclosure Schedule
(or in any of the documents listed in the Disclosure Schedule) or the SEC       
Reports, and except for liabilities as to which no disclosure is required       
pursuant to this Article 2 (as for example because the making of the            
representation and warranty is disclaimed, or because the liability involves an 
amount which is less than the threshold above which disclosure is required or   
because it is not an Assumed Liability), no Seller has any material debts,      
liabilities or obligations of any nature (whether known or unknown, absolute or 
contingent) except any debts, liabilities or obligations incurred after the date
of the Interim Balance Sheet in the Ordinary Course of Business, and except     
debts, liabilities and obligations which would not (after taking into account   
any applicable insurance coverage) have a Material Adverse Effect.              

2.20. Insurance.                            

                        (a) The Disclosure Schedule contains a list, as of
the date hereof, of all insurance policies currently maintained by or for the   
benefit of Sellers (the "Insurance Policies"). Sellers have made available to   
Buyer copies complete and correct in all material respects of all of the        
Insurance Policies together with all riders and other written amendments        
thereto. The Insurance Policies are in full force and effect, and all premiums  
due thereon have, to date, been paid.                                           

                           (b) Except as set forth in the Disclosure Schedule or
the SEC Reports, no Seller has received written notice from any insurance       
carrier threatening a suspension, revocation, modification or cancellation of   
any insurance policy or a material increase in any premium in connection        
therewith.                                                                      

                2.21. Labor Relations. Except as set forth on the Disclosure
Schedule:                                                                       

                        (a) there is no collective bargaining agreement or
other labor contract covering employees of any Seller;                          

                          (b) no such collective bargaining agreement or other
labor contract is scheduled to expire prior to the Closing                      

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Date;                                                                           

                        (c) to Sellers' knowledge, no union or other labor
organization is seeking to organize, or to be recognized as, a collective       
bargaining unit of employees of any Seller or for any similar purpose; and      

                        (d) there is no pending or (to Sellers' knowledge)
threatened strike, work stoppage, material unfair labor practice claim, or other
material labor dispute against or affecting any Seller or their respective      
employees.                                                                      

          2.22. Full Disclosure. To the knowledge of Sellers, no
representation or warranty of Sellers contained in this Agreement and no        
certificate to be delivered to Buyer by Sellers pursuant to this Agreement      
contains an untrue statement of a material fact or omits to state a material    
fact necessary to make the statements contained herein or therein, in light of  
the circumstances under which they were made, not misleading, and there is no   
fact which Sellers have not disclosed to Buyer in writing which Sellers         
presently believe has or will have a Material Adverse Effect or a material      
adverse effect on the ability of Sellers to perform this Agreement.             

                  2.23. Disclaimer. EXCEPT AS SET FORTH IN THIS ARTICLE 2 AND IN
SECTION 11.8, SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,   
AND THE ASSETS AND BUSINESS OF SELLERS BEING SOLD TO BUYER AT THE CLOSING ARE TO
BE CONVEYED HEREUNDER "AS IS WHERE IS" ON THE CLOSING DATE, AND IN THEIR THEN   
PRESENT CONDITION, AND BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF. IN ANY
EVENT, EXCEPT AS SET FORTH IN THIS ARTICLE 2, SELLERS MAKE NO WARRANTY OF       
MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY,   
WITH RESPECT TO ANY OF THE TANGIBLE ASSETS BEING SO SOLD, OR AS TO THE CONDITION
OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR 
PATENT.                                                                         

ARTICLE 3.

 REPRESENTATIONS AND WARRANTIES OF BUYER

               Buyer hereby represents and warrants to Sellers as follows:

          3.1. Organization. Buyer is a limited partnership duly
organized, validly existing and in good standing under the laws of the          
jurisdiction of its organization, and has all requisite partnership power and   
authority to carry on its business as it is now being conducted, and to execute,
deliver and perform this Agreement and to consummate the transactions           
contemplated hereby.                                                            

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          3.2. Power and Authority; No Conflicts. The execution,
delivery and performance by Buyer of this Agreement and the consummation by     
Buyer of the transactions contemplated hereby have been duly authorized by all  
necessary partnership action on the part of Buyer and its general partner. This 
Agreement has been duly and validly executed and delivered by Buyer and         
constitutes the valid and binding obligation of Buyer, enforceable against Buyer
in accordance with its terms. The execution, delivery and performance by Buyer  
of this Agreement and the consummation by Buyer of the transactions contemplated
hereby will not, with or without the giving of notice or the lapse of time, or  
both:                                                                           

                           (a) violate any provision of any agreement, law, rule
or regulation to which Buyer is subject;                                        

                          (b) violate any order, judgment or decree applicable
to Buyer;                                                                       

                     (c) violate any provision of the Certificate of
Limited Partnership or the Partnership Agreement of Buyer; or                   

                         (d) result in any breach of or constitute a default
under, or give to others any rights of termination, amendment, acceleration or  
cancellation of, or result in the creation of any Encumbrance on any of the     
properties or assets of Buyer pursuant to any, note, bond, mortgage, indenture, 
contract, agreement, lease, Permit, franchise or other instrument or obligation 
to which Buyer is a party or by which Buyer or any of its properties is bound or
affected; except, in each case, for violations which in the aggregate would not 
materially hinder or impair the consummation of the transactions contemplated   
hereby.                                                                         

               3.3. Consents. No consent, approval or authorization of, or
exemption by, or filing with, any governmental authority (and in particular,    
without limiting the generality of the foregoing, no filing under the HSR Act)  
is required in connection with the execution, delivery and performance by Buyer 
of this Agreement, or the taking of any other action contemplated hereby,       
excluding, however, consents, approvals, authorizations, exemptions and filings,
if any, which Sellers are required to obtain or make or instances where the     
failure to obtain such consents, approvals or authorizations, or to make such   
filings or notifications, would not, either individually or in the aggregate,   
prevent Buyer from performing its obligations under this Agreement.             

                3.4. Availability of Funds. Buyer will have available on the
Closing Date sufficient funds to enable it to consummate the transactions       
contemplated by this Agreement.                                                 

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                  3.5. Litigation. There is no Litigation pending or, to Buyer's
knowledge, threatened against Buyer or any of its Affiliates:                   

                     (a) with respect to which there is a reasonable
likelihood of a determination which would have a material adverse effect on the 
ability of Buyer to perform its obligations under this Agreement; or            

                    (b) which seeks to enjoin or obtain damages in
respect of the consummation of the transactions contemplated hereby. Neither    
Buyer nor any of its Affiliates is subject to any outstanding orders, rulings,  
judgments or decrees which would have a material adverse effect on the ability  
of Buyer to perform its obligations under this Agreement.                       

               3.6. Financial Condition. (a) Buyer represents and warrants
that, immediately after giving effect to the transactions contemplated herein to
occur on the Closing Date, Buyer will have a net worth, determined in accordance
with GAAP, of not less than $50,000,000 (assuming that that the Purchased Assets
and Assumed Liabilities are substantially as represented on the Closing Date    
Balance Sheet).                                                                 

                          (b) Buyer does not have a regularly prepared balance
sheet and on the Closing Date will not have a regularly prepared balance sheet. 
The total assets of Buyer's Ultimate Parent Entity (as defined in regulations   
promulgated under the Hart-Scott-Rodino Act), other than cash that will be used 
either as consideration in the acquisition of the Purchased Assets from Sellers 
or for expenses incidental to the acquisition, are and on the Closing Date will 
be less than $10,000,000. No single Person, directly or indirectly, holds or on 
the Closing Date will hold 50 percent or more of the voting securities of       
Buyer's Ultimate Parent Entity, and no single Person has or at the time of      
closing will have the contractual power to designate 50 percent or more of the  
directors of Buyer's Ultimate Parent Entity.                                    

ARTICLE 4.

COVENANTS OF SELLERS

            Sellers hereby covenant and agree with Buyer as follows:

           4.1. Cooperation. From the date hereof and prior to the
Closing, Sellers and Parent will use reasonable efforts to secure all necessary 
consents, approvals, authorizations, exemptions and waivers from third parties, 
and make all necessary                                                          

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filings, in each case to the extent required by Section 4.11. Thereafter,       
Sellers and Parent will use reasonable efforts to cooperate with Buyer to secure
all necessary consents, approvals, authorizations, exemptions and waivers from  
third parties, and to make any other required submissions, notifications and    
filings with respect to this Agreement required under the Securities Act,       
Exchange Act and the rules and regulations thereunder, and any other applicable 
law, including, without limitation, any other federal or state securities laws, 
in each case as shall be required in order to enable the consummation of the    
transactions contemplated hereby, and will otherwise use its reasonable efforts 
to cooperate with Buyer to cause the consummation of such transactions in       
accordance with the terms and conditions hereof.                                

        4.2. Conduct of Business. Except as may be otherwise
contemplated by this Agreement or the Parent Stock Purchase Agreement           
(including, without limitation, the financing transactions contemplated         
thereby), or required by any of the documents listed in the Disclosure Schedule,
or except as Buyer may otherwise consent to in writing from the date hereof and 
prior to the Closing:                                                           

(a) Sellers will:         

                                  (i) in all material respects, operate only
in the Ordinary Course of Business;                                             

                               (ii) use reasonable efforts to preserve
intact their business organization;                                             

                                  (iii) maintain their properties, machinery
and equipment in sufficient operating condition and repair to enable them to    
operate the Business in all material respects in the manner in which the        
Business is currently operated, except for damages by reason of fire, flood,    
earthquake or other acts of God;                                                

                           (iv) continue all material existing
Insurance Policies (or comparable insurance) of or relating to Sellers in full  
force and effect; and                                                           

                                    (v) use reasonable efforts to preserve their
relationships with their material lenders, agents, suppliers, customers,        
licensors and licensees and others having material business relationships with  
Sellers such that their business will not be materially impaired.               

(b) Sellers will not:     

                                (i) take or omit to take any action, the
effect of which would reasonably be expected to cause any of the                

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representations or warranties set forth in Article 2 to be inaccurate as of the 
Closing Date, or cause any Seller to become insolvent;                          

                                   (ii) amend their respective certificates of
incorporation or By-laws or other organizational documents or change the        
accounting methods or practices followed by Sellers, except as may be required  
by changes in GAAP;                                                             

                                    (iii) license, sell, transfer, lease, pledge
or otherwise dispose of or encumber any of the tangible or intangible assets of 
Sellers, except in each case in the Ordinary Course of Business;                

                                (iv) incur any indebtedness for borrowed
money or guarantee any such indebtedness or guarantee, endorse or otherwise     
become responsible for the obligations of others, or make loans or advances     
other than in the Ordinary Course of Business;                                  

                                  (v)     enter into any transaction between
Sellers on the one hand and Parent or any other Affiliate of Parent, or any     
director, officer or employee of Sellers, on the other hand;                    

                                (vi) enter into any material contract or
agreement or any amendment to, or release any third party from its obligations  
under, any material contract, agreement or instrument, except in the Ordinary   
Course of Business; grant or pay any increases in salary or benefits (other than
regularly scheduled increases in the Ordinary Course of Business); or adopt or  
amend any collective bargaining agreement, or Business Benefit Plans;           

                                    (vii) make any capital expenditure in excess
of $50,000 in any one case and $200,000 in the aggregate, except for capital    
expenditures included in budgets heretofore presented to Buyer; or              

                                 (viii) authorize any of the foregoing, or
enter into any contract, agreement, commitment or arrangement to do any of the  
foregoing.                                                                      

               4.3. Access. From the date hereof and prior to the Closing,
Sellers shall provide Buyer with such information as Buyer may from time to time
reasonably request with respect to Sellers and the transactions contemplated by 
this Agreement, and shall provide Buyer and its representatives reasonable      
access during regular business hours and upon reasonable notice to the          
properties (including, without limitation, plants, equipment and inventories),  
books and records of Sellers, as Buyer may from                                 

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time to time reasonably request; provided that Sellers shall not be obligated to
provide, Buyer with any information relating to trade secrets (including,       
without limitation, cost and pricing information or marketing arrangements) or  
which would violate any law, rule or regulation or term of any Commitment, or if
the provision thereof would adversely affect the ability of Sellers or any of   
its Affiliates to assert attorney-client, attorney work product or other similar
privilege. Any disclosure whatsoever during such investigation by Buyer shall   
not constitute an enlargement of or additional representations or warranties of 
Sellers beyond those specifically set forth in this Agreement. All such         
information and access shall be subject to the terms and conditions of the      
letter agreement dated June 10, 1996 (the "Confidentiality Agreement").         

             4.4. Further Assurances. At any time or from time to time
after the Closing, Sellers shall, at the request of Buyer, execute and deliver  
any further instruments or documents and take all such further action, as Buyer 
may reasonably request in order to:                                             

                        (a) vest in Buyer good and marketable title to and
possession of the Purchased Assets;                                             

                    (b) otherwise evidence the consummation of the
transactions contemplated hereby.                                               

              4.5. Acquisition Proposals. From the date hereof until the
termination of this Agreement or the Closing Date, whichever first occurs,      
Sellers and Parent will not, directly or indirectly:                            

                          (a) take any action to solicit or initiate any offer
or indication of interest from any Person with respect to any Acquisition       
Proposal (defined below); or                                                    

                     (b) engage in negotiations with, enter into any
agreements relating to an Acquisition Proposal with any Person that may be      
considering making or has made, an Acquisition Proposal.                        

"Acquisition Proposal" means any proposal for a merger or other business        
combination involving any Seller, or the acquisition of any equity interest in, 
or a substantial portion of the assets of, any Seller, other than the           
transactions contemplated by this Agreement. Sellers and Parent shall promptly  
notify Buyer of receipt of an Acquisition Proposal.                             

                  4.6. Advice of Changes. Sellers shall promptly advise Buyer in
writing of any event occurring after the date hereof which would render any     
representation or warranty of Sellers                                           

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contained in this Agreement untrue or inaccurate, if made on or as of the date  
of such event or as of the Closing Date.                                        

4.7. Nondisclosure.                         

                     (a) From and after the date hereof, Sellers and
Parent will not directly or indirectly use, divulge, furnish or make accessible 
to any person any proprietary, material non-public, confidential or secret      
information regarding the Business (including, without limitation, customer     
lists, supplier lists and pricing and marketing arrangements with customers or  
suppliers) except in the Ordinary Course of Business, and Sellers and Parent    
will before and after Closing preserve such proprietary, confidential or secret 
aspects of the Business.                                                        

                           (b) At Closing, Sellers shall deliver to Buyer a list
of all confidentiality agreements entered into between Sellers (or its          
Affiliates, including Parent) and any third party, in the period from January 1,
1996 through the date of this Agreement, pursuant to which confidential or      
proprietary information relating to the Business was provided to a third party. 
After the Closing Date, upon the reasonable request of Buyer, Sellers shall, and
shall cause their Affiliates:                                                   

                               (i) to cooperate with Buyer, at Buyer's
request, in enforcing the terms of such confidentiality agreements; and         

                      (ii) to the extent any of such
confidentiality agreements are assignable by Sellers or the Affiliates          
thereunder, assign, or cause its Affiliates to assign, all of Sellers' or such  
Affiliates' rights thereunder to Buyer.                                         

4.8. Covenant Not to Compete.               

                          (a) For a period of two (2) years from and after the
Closing Date, Sellers and Parent will not, and Sellers and Parent will cause    
each of their subsidiaries to not, engage in the United States or Canada        
directly or indirectly in any business that Sellers conduct as of the Closing   
Date; excluding, however, the ownership by Sellers and Parent or any of their   
subsidiaries, directly or indirectly, of not more than five percent (5%) of the 
ownership interests of any publicly traded corporation engaged in such business.

                      (b) Sellers and Parent will not, and Sellers and
Parent will cause each of their subsidiaries to not, without the prior written  
consent of Buyer, for a period of two (2) years from the Closing Date, solicit  
for hire, or assist any third party in the solicitation for hire of, any of the 
persons listed as a "Key Employee" in the Disclosure Schedule.                  

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                      (c) Sellers and Parent agree that a violation of
Section 4.8(a) or 4.8(b) will cause irreparable injury to Buyer, and Buyer will 
be entitled, in addition to any other rights and remedies it may have at law or 
in equity, to an injunction enjoining and restraining Sellers, Parent and their 
subsidiaries from doing or continuing to do any such act and any other          
violations or threatened violations of Sections 4.8(a) or 4.8(b) hereof.        

                           (d) Sellers and Parent acknowledge and agree that the
covenants set forth in this Section 4.8 are reasonable and valid in geographical
and temporal scope and in all other respects. In the event that, notwithstanding
the first sentence of this paragraph 4.8(d), any of the provisions of this      
Section 4.8 relating to the geographic or temporal scope of the covenants       
contained therein or the nature of the business restricted thereby shall be     
declared by a court of competent jurisdiction to exceed the maximum             
restrictiveness such court deems enforceable, such provision shall be deemed to 
be replaced herein by the maximum restriction deemed enforceable by such court. 

                 4.9. Removal of Certain Liens. Sellers and Parent shall cause
to be timely paid and discharged or otherwise satisfied and eliminated any      
security interests and liens on Purchased Assets which secure the payment of    
Excluded Liabilities. Sellers or Parent shall timely pay and discharge or       
otherwise cause to be satisfied and eliminated in full all Excluded Liabilities 
to the extent that (i) such Excluded Liabilities constitute Encumbrances on the 
Purchased Assets (except for such Encumbrances that constitute Permitted        
Exceptions) or (ii) failure to pay or discharge such Excluded Liabilities shall 
subject Buyer to any liability, including, without limitation, Taxes that are   
Excluded Liabilities.                                                           

                4.10. Insurance. Subsequent to the Closing, Parent, Sellers,
and their Affiliates shall not surrender their rights under any policies of     
insurance which were in effect at the time immediately prior to the Closing Date
in respect of risks and losses arising out of events or occurrences occurring   
prior to the Closing Date in the course or as a result of the conduct of the    
Business ("Prior Occurrences"); provided, however, that nothing herein shall be 
deemed to require Parent or Sellers to maintain any insurance with respect to   
events or occurrences occurring after the Closing Date. Parent and Sellers shall
cause Buyer to be designated as loss payee under such policies with respect to  
the Prior Occurrences, and shall assign to Buyer, or designate Buyer as their   
agent with respect to, all claims and other rights to enforce or assure         
insurance coverage under such policies with respect to Prior Occurrences, all as
set forth in a letter agreement substantially in the form set forth in Exhibit  
4.10 hereof, which shall be duly executed and delivered by Parent               

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and Buyer on the Closing Date. Buyer shall promptly reimburse Sellers and Parent
for any amounts paid by Parent or Sellers after the Closing Date in respect of  
retrospective adjustments in premiums on such insurance policies to the extent  
such adjustments relate to Prior Occurrences or claims in respect thereof; and  
Buyer shall be entitled to any refunds of premiums.                             

  4.11. Certain Provisions Relating to Consents.

                           (a) Sellers will use reasonable efforts to obtain, at
their expense, and Buyer will use its reasonable cooperative efforts (including 
furnishing financial information on a confidential basis, where required) prior 
to and after the Closing Date to assist Sellers in obtaining, all third party   
consents that are required in connection with the transactions contemplated by  
this Agreement (including, without limitation, consents of landlords and other  
parties to the assignments of Leases and Commitments to Buyer contemplated      
hereby) and that are listed on Exhibit 4.11(a) (collectively, the "Required     
Consents"). All reasonable costs and expenses incurred in connection with       
obtaining Required Consents shall be paid by Sellers. To the extent such        
consents are not obtained by Closing, Sellers shall use reasonable cooperative  
efforts to continue to assist Buyer in obtaining such consents after Closing and
shall pay the reasonable costs and expenses thereof. Buyer shall not (i) make   
any payment or give any other consideration to any third party to induce the    
giving of any Required Consent without the prior written consent of Sellers or  
(ii) take any action which would interfere with the obtaining of any Required   
Consent or would increase the cost of obtaining or of failing to obtain any     
Required Consent.                                                               

                 4.12. Sums Received in Respect of Business. Sellers or Parent
shall pay or cause to be paid over to Buyer, promptly after the receipt thereof 
after the Closing Date, all sums received in respect or on account of the       
Purchased Assets other than the Purchase Price and other amounts paid to Sellers
by Buyer or the Escrow Agent pursuant to this Agreement.                        

              4.13. Name. From and after the Closing Date and consistent
with the terms hereof, Buyer shall possess, to the exclusion of Parent and      
Sellers and their Affiliates, all rights to the use of the Intellectual         
Property, and each Seller, Parent and Great Dane International, Inc. shall as   
promptly as practicable following the Closing Date change its name to a name    
which does not contain either "Great" or "Dane" or any word confusingly similar 
with either of such words.                                                      

                  4.14. Transfer of Parent Equipment. Prior to the Closing Date,
Parent shall sell and transfer to Trailers for fair value the Parent Equipment  
and the leases relating thereto shall                                           

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be terminated.                                                                  

               4.15. Transfer of Certain Intangible Property. Prior to the
Closing Date, Parent shall cause Great Dane International, Inc. to transfer to  
Trailers for fair value all of Great Dane International, Inc.'s Intangible      
Property used in the Business (the "GDI Property").                             

ARTICLE 5.

COVENANTS OF BUYER

              Buyer hereby covenants and agrees with Sellers as follows:

                5.1. Cooperation by Buyer. From the date hereof and prior to
the Closing, Buyer will cooperate with Sellers to use reasonable efforts to     
secure all necessary consents, approvals, authorizations, exemptions and waivers
from third parties (to the extent required by Section 4.11 hereof), and make all
necessary filings and thereafter make any other required submissions,           
notifications and filings with respect to this Agreement required under the     
Exchange Act and the rules and regulations thereunder, and any other applicable 
law, including, without limitation, any other federal or state securities laws, 
in each case as shall be required in order to enable the consummation of the    
transactions contemplated hereby, and will otherwise use its reasonable efforts 
to cause the consummation of such transactions in accordance with the terms and 
conditions hereof.                                                              

5.2. Books and Records; Personnel.          

                          (a) For a period of seven (7) years from the Closing
Date, Buyer shall not dispose of or destroy any of the books and records of     
Sellers relating to periods prior to the Closing ("Books and Records") without  
first offering (subject to Section 4.7(a) hereof) to turn over possession       
thereof to Sellers and Parent by written notice to Sellers and Parent at least  
ninety (90) days prior to the proposed date of such disposition or destruction. 
Buyer shall at all times maintain the Books and Records in the United States.   

                          (b) For a period of seven (7) years from the Closing
Date (or such longer period as may be required by law), subject to Section      
4.7(a) hereof, Buyer shall allow Sellers and Parent and their respective agents 
access to all Books and Records relating to the Excluded Assets or Excluded     
Liabilities, or relating to the performance by the Parties hereto of any of     
their covenants or agreements hereunder to be performed after the Closing Date, 
during normal working hours at Buyer's principal                                

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place of business or at any location where any Books and Records are stored (or,
if stored in a warehouse or similar facility, at any office location of Buyer), 
and Sellers and Parent shall have the right, at their own expense, to make      
copies of any Books and Records; provided, however, that any such access or     
copying shall be had or done in such a manner so as not to interfere with the   
normal conduct of the Business or Buyer's business.                             

                       (c) Subject to Section 4.7(a) hereof, Buyer shall
make available to Sellers and Parent upon written request:                      

                            (i) copies of any Books and Records;

                                    (ii) Buyer's personnel to assist Sellers and
Parent in locating and obtaining any Books and Records; and                     

                            (iii) any of Buyer's personnel whose
assistance or participation is reasonably required by Sellers or any of its     
Affiliates in anticipation of, or preparation for, existing or future           
Litigation, tax returns or other matters in which Sellers, Parent or any of     
their Affiliates are involved.                                                  

Sellers shall reimburse Buyer for the reasonable out-of-pocket expenses incurred
by Buyer in performing the covenants contained in this Section 5.2(c).          

             5.3. Further Assurances. At any time or from time to time
after the Closing, Buyer shall, at the request of Sellers, execute and deliver  
any further instruments or documents and take all such further action as Sellers
may reasonably request in order to evidence the consummation of the transactions
contemplated hereby.                                                            

                 5.4. Solvency. The Buyer shall be solvent on the Closing Date
immediately before and immediately after giving effect to the consummation of   
the transactions contemplated hereby.                                           

              5.5. Bulk Transfer Laws. Buyer hereby waives compliance by
Sellers with the provisions of any so-called bulk transfer laws of any          
jurisdiction in connection with the sale of the Business to the Buyer; provided,
however, that Sellers shall continue to be and remain liable for all Excluded   
Liabilities, including, without limitation, Taxes that are Excluded Liabilities.

                5.6. Indiana Responsible Property Transfer Law. Buyer hereby
waives the thirty day deadline for delivery of any disclosure document that may 
be required pursuant to the Indiana Responsible Property Transfer Law. Buyer is 
aware of the purpose and intent of the disclosure document. Buyer agrees to     
obtain                                                                          

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from any mortgagee, or other transferee (as defined in the Transfer Law) in     
connection with the transactions contemplated by this Agreement, a like written 
waiver of such thirty day deadline.                                             

ARTICLE 6.

 TAX MATTERS COVENANTS

6.1. Allocation of Purchase Price.          

                         (a) As soon as reasonably practicable following the
Closing (but not later than one hundred twenty (120) days after the Closing     
Date), Buyer shall prepare and deliver to Sellers a schedule which shall set    
forth the allocation of the Purchase Price and the Assumed Liabilities among the
Purchased Assets. Such allocation shall be based on an appraisal performed by   
Arthur Andersen L.L.P. or another nationally-recognized independent accounting  
firm mutually satisfactory to Sellers and Buyer. Subject to the requirements of 
any applicable Tax law, all Tax Returns filed by Buyer and Sellers shall be     
prepared consistently with such allocation. Notwithstanding the foregoing, Buyer
and Sellers shall, on or before the Closing Date, agree on the portion of the   
Purchase Price which shall be allocated to each parcel of Owned Real Property.  
With respect to any Owned Real Property, the allocation shall be made at least  
twenty (20) days before the Closing Date or otherwise in sufficient time before 
the Closing Date to allow for preclearance notification or other applicable     
clearance procedures under applicable law.                                      

                       (b) In the event of any Purchase Price adjustment
pursuant to Section 1.5 hereof, Buyer and Sellers agree to adjust such          
allocation to reflect such Purchase Price adjustment and, subject to the        
requirements of any applicable Tax laws, to file consistently any Tax Returns   
required as a result of such Purchase Price adjustment. If no such agreement is 
reached within thirty (30) days (or such later date as is mutually agreed upon  
by both parties), the matter or matters in dispute shall be submitted to the    
appraiser selected by Buyer under Section 6.1(a) above. The decision of such    
appraiser as to the allocation of the Purchase Price adjustment shall be final, 
conclusive and binding upon Buyer and Sellers.                                  

                         (c) After the Closing Date, Buyer shall prepare, in
consultation with Sellers or Sellers' accountants, those statements or forms    
(including Form 8594) required by Section 1060 of the Code and the regulations  
promulgated thereunder. Such statements or forms shall be prepared consistently 
with the allocation under this Section 6.1. Such statements or forms            

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shall be filed by the parties with their respective federal income Tax Returns  
as required by Section 1060 of the Code and the regulations promulgated         
thereunder and each party shall provide the other party with a copy of such     
statement or form as filed.                                                     

                         (d) The fees and expenses of the appraiser shall be
borne one-half by Sellers and one-half by Buyer.                                

              6.2. Cooperation. (a) Subject to Section 4.7(a), after the
Closing Date, Buyer and its Affiliates and Sellers and their Affiliates shall   
make available to the other, as reasonably requested, and to the appropriate tax
authorities, all information, records and documents relating to the tax         
liabilities or potential tax liabilities of Sellers for all periods prior to the
Closing Date and Sellers shall preserve all such information, records and       
documents until the expiration of any applicable statute of limitations or      
extension thereof.                                                              

                         (b) Within 60 days after the final determination of
Final Adjusted Net Worth, Buyer shall furnish to Parent tax return information  
packages for the tax year ended December 31, 1996, prepared from and in         
accordance with the books and records of Sellers for such year, in the form     
previously prepared by Sellers for Parent for prior tax years and containing    
such information as is required to enable Parent and Sellers to prepare and file
federal, state and local Income Tax returns for the tax year ended December 31, 
1996 to the extent that such tax returns are required to reflect the income,    
gains, losses, deductions, assets and liabilities of Sellers as of December 31, 
1996 and for the year then ended. Buyer shall also from time to time furnish    
such further information in its possession with respect to the assets and       
operations of the Business during such period as may be reasonably requested by 
Parent or Sellers in connection with the preparation of all Federal, state,     
local or foreign Income Tax Returns of Parent and Sellers for such period.      

ARTICLE 7.

 CONDITIONS TO BUYER'S OBLIGATIONS

                The obligations of Buyer to close hereunder shall be subject
to the satisfaction (or waiver) on or prior to the Closing Date of the following
condition:                                                                      

                7.1. No Prohibition. No order of any court or administrative
agency shall be in effect which prohibits Buyer from consummating the           
transactions contemplated hereby.                                               

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ARTICLE 8.

CONDITIONS TO SELLERS' OBLIGATIONS

                  The obligations of Sellers to close hereunder shall be subject
to the satisfaction (or waiver) on or prior to the Closing Date of the following
condition:                                                                      

                8.1. No Prohibition. No order of any court or administrative
agency shall be in effect which prohibits Sellers from consummating the         
transactions contemplated hereby.                                               

ARTICLE 9.

 EMPLOYMENT AND EMPLOYEE BENEFITS ARRANGEMENTS

9.1. Definitions.                           

                       (a) The term "Business Benefit Plan" shall mean a
Benefit Plan maintained and contributed to by Sellers for the benefit of the    
Employees.                                                                      

                     (b) The term "Employees" shall mean all Current
Employees, former employees and retired employees of the Business (including,   
without limitation, any former employee who has reemployments rights under      
Sellers' employment policies or under any agreement, contract, statute, law,    
rule or regulation), and the term "Employee" shall mean any of the Employees.   

                     (c) The term "Current Employees" shall mean all
employees of the Business actively at work on the day immediately prior to the  
Closing Date and only those employees who are not actively at work on the day   
immediately prior to the Closing Date but who are on approved leave of absence  
for jury duty, Family and Medical Leave Act (but only to the extent they have   
reemployment rights which are guaranteed under applicable law), vacation or     
military duty.                                                                  

                          (d) The term "Excluded Employee" shall mean David R.
Markin, Allan R. Tessler, Martin L. Solomon, Wilmer J. Thomas, Jr., Jay H.      
Harris, Marlan R. Smith, Kevin J. Hanley, Marcia A. Koestner, Paulette Kendler  
and John M. Hewson, III.                                                        

                         (e) The term "Transferred Employees" shall mean the
Current Employees who accept and commence employment with Buyer.                

             (f) The term "Benefit Plans" shall mean

                                  (i) each and all "employee benefit plans,"

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as defined in Section 3(3) of ERISA, maintained or contributed to by the        
entities in question or in which the entities in question participates or       
participated and which provides benefits to their Employees; and                

                                (ii) whether or not an "employee benefit
plan" as so defined, each and all pensions, supplemental pension, accidental    
death and dismemberment, life and health insurance and benefits (including      
medical, dental, vision and hospitalization), short and long-term disability,   
savings bonus, deferred compensation, incentive compensation, holiday, vacation,
severance pay, salary continuation, sick pay, sick leave, tuition reimbursement,
service award, company car, scholarship, relocation, patent award, fringe       
benefit and other employee benefit arrangements, plans, contracts (excluding    
individual employment or consulting contracts), policies or practices of        
providing employee or executive compensation or benefits to one or more         
Employees.                                                                      

               (g) The term "Multiemployer Plan" means a
"multiemployer plan" as such term is defined in Section 3(37) or Section        
4001(a)(3) of ERISA.                                                            

                    (h) The term "ERISA Affiliate" shall mean with
respect to Sellers, any other Person that, together with Sellers, would be      
treated as a single employer under Section 414 of the Code.                     

                  (i) The term "Union Contract" shall mean the
collective bargaining agreement listed on the Disclosure Schedule.              

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9.2. Employment.                            

                          (a) Buyer shall offer to employ, effective as of the
Closing Date, on the terms and conditions set forth in Section 9.2(b) hereof,   
all Current Employees who are not Excluded Employees. Sellers shall deliver to  
Buyer, at least ten (10) days prior to the Closing, a schedule designating all  
then Current Employees other than Excluded Employees. In reliance on Buyer's    
agreement to offer to employ as of the Closing Date all of the Current Employees
other than Excluded Employees, Sellers have not given WARN Act notifications to 
any of the Business facilities. At Closing, Sellers shall provide Buyer with the
name and date of termination of each Employee of Sellers whose employment at a  
single site of employment, as defined for purposes of the WARN Act, was         
terminated within the ninety (90) day period prior to Closing, but only with    
respect to sites at which more than fifteen (15) employees were terminated      
within such period. Buyer will have sole responsibility for any obligations or  
liabilities to the Employees under the WARN Act to the extent WARN Act          
thresholds are exceeded as a result of actions taken by Buyer after Closing for 
all locations and agrees to hold Sellers harmless for same. Buyer's             
indemnification of Sellers in this regard specifically includes, but is not     
limited to, any claim by Current Employees under the WARN Act for back pay,     
front pay, benefits, or compensatory or punitive damages, any claim by any      
governmental unit for penalties regarding any issue of prior notification (or   
any lack thereof) of any plant closing or mass layoff, as well as Sellers'      
defense costs, including reasonable attorneys' fees, in defending any such      
claims.                                                                         

                     (b) The terms and conditions of the Transferred
Employees' employment by Buyer shall be upon substantially the same terms and   
conditions as such Employees' employment with Sellers; provided that Buyer      
retains the right in its sole and exclusive discretion to amend or modify any   
such terms and conditions and to terminate any Transferred Employee's employment
with Buyer at any time after the Closing Date; provided further, that with      
respect to Employees covered by the Union Contract, such terms and conditions   
shall be the terms and conditions set forth in such agreement, except as        
otherwise negotiated between Buyer and the union which is a party to such       
agreement. Buyer shall be required to provide all Business Benefit Plans except 
as otherwise set forth in Exhibit 9.4. Upon request of Buyer, Sellers shall     
provide Buyer reasonable access to and obtain copies of data (including computer
data) regarding the dates of hire, compensation, job description and other terms
and conditions of employment of Employees and, subject to applicable law, such  
other personnel records as Buyer may reasonably request. Sellers hereby         
authorize Buyer to enter into discussions with and to advise any of the         
Employees concerning the terms of                                               

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any future employment of such individuals by Buyer and will permit Buyer        
reasonable access to Employees for such purpose.                                

                          (c) Buyer shall recognize any reemployment rights of
former hourly production Employees and other Employees under Sellers' current   
employment policies or the Union Contract, or under any other agreement,        
contract, statute, law, rule or regulation.                                     

                 9.3. Collective Bargaining Agreement. At Closing, Buyer shall
assume the Union Contract until its scheduled expiration date.                  

               9.4. Employee Benefit Plans. Effective on the Closing Date,
Buyer shall assume, adopt and continue all Business Benefit Plans except as set 
forth in Exhibit 9.4, and all related trust agreements, and shall assume and be 
solely responsible for any and all obligations thereunder, including, without   
limitation, all obligations under Section 601 of ERISA or Section 4980B of the  
Code to Employees who have a qualifying event on or prior to the Closing Date,  
and all accrued benefits of all Employees who are or were covered under the     
Business Benefit Plans, but excluding any obligations which are an Excluded     
Liability. Any insurance contract funding the Business Benefit Plans and any    
contracts with third party administrators, investment managers and other        
independent contractors relating to the operation of the Plans shall, at Buyer's
option, be assigned to Buyer or to the trustees of a trust established by Buyer 
to fund the plan. Notwithstanding the foregoing, Buyer reserves the right to    
modify, amend, suspend or terminate any such Employee Benefit Plan at any time  
and from time to time after the Closing Date. Notwithstanding anything to the   
contrary contained in this Agreement, Buyer shall assume and be solely          
responsible for any and all obligations and liabilities relating to             
post-retirement medical or life insurance benefits for Employees excluding in   
each case Excluded Employees.                                                   

               9.5. Incentive Compensation Plans. The Closing Date Balance
Sheet shall include a liability of not less than $1,600,000 for management      
employees' incentive compensation. Buyer shall determine and pay such amount to 
the Current Employees under the incentive compensation plan for management and  
sales employees for the 1996 calendar year in accordance with the terms of the  
plans and on a basis consistent with past practice.                             

                9.6. Pension Contributions. Buyer shall reimburse Sellers on
the Closing Date for the amount of all contributions, if any, which Sellers are 
required by the PBGC to make prior to the Closing Date to the Retirement Plan   
for Great Dane Trailers, Inc. and the Great Dane Trailers Tennessee, Inc.       
Bargaining Unit                                                                 

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Employees Retirement Plan, except to the extent, if any, that such contributions
would increase the amount of Closing Adjusted Net Worth. Sellers shall give     
written notice to Buyer at least 3 business days prior to making any such       
contribution.                                                                   

 ARTICLE 10.

TERMINATION PRIOR TO CLOSING

              10.1. Termination. This Agreement may be terminated at any
time prior to the Closing:                                                      

                    (a) By the mutual written consent of Buyer and
Sellers;                                                                        

                       (b) By Sellers or Buyer in writing if the Closing
shall not have occurred on or before January 31, 1997; or                       

                          (c) By Sellers or Buyer in writing if there shall be
any judgment, injunction, order or decree (including, without limitation, under 
the Securities Act or the Exchange Act) enjoining Buyer or any Seller from      
consummating the transactions contemplated hereby and such judgment, injunction,
order or decree shall become final and nonappealable.                           

              10.2. Effect of Termination. Termination of this Agreement
pursuant to this Article 10 shall terminate all obligations of the parties      
hereunder, except for the obligations under Sections 11.8, 11.9, 11.11 and      
11.12; provided, however, that termination pursuant to Section 10.1(b) by reason
of a breach by Buyer or Sellers of their respective representations, warranties 
or covenants shall not relieve them from liability to any other Party hereto.   

 ARTICLE 11.

 MISCELLANEOUS

              11.1. Survival. All representations and warranties made in
this Agreement or in any agreement, certificate or other document executed in   
connection herewith (an "Ancillary Document") shall expire as of the Closing;   
provided, however, that the representations and warranties made in Section 2.4  
hereof shall survive the Closing until the first anniversary of the Closing     
Date, and shall thereupon expire along with any right to indemnification for    
breach thereof. Anything set forth in this Section 11.1 to the contrary         
notwithstanding, to the extent a written notice asserting a claim for breach of 
any representation or warranty under Section 2.4 shall have been given prior to 
the expiration date with respect to such                                        

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representation or warranty to the Party which made such representation or       
warranty or on whose behalf such representation or warranty was made, the right 
to indemnification hereunder for such breach of such representation and warranty
shall survive, to the extent of such claim only, until such claim is resolved,  
whether or not the amount of the Losses resulting from such breach has been     
finally determined.                                                             

11.2. Indemnification.                      

                         (a) If and only if the Closing shall occur, Sellers
and (solely with respect to Sections 4.7, 4.8, 4.9, 4.10, 4.12 and 4.13) Parent 
shall indemnify, defend, and save harmless (as set forth herein) Buyer and its  
Affiliates and hold each of them harmless from and against all Losses which are 
incurred or suffered by any of them by reason of:                               

                                    (i) the breach of any of the representations
or warranties set forth in Section 2.4; provided that Buyer and its Affiliates  
shall in no event be entitled to recover any Losses in respect of any claim for 
breach of the representations and warranties set forth in Section 2.4 until the 
amount of all such Losses exceeds, in the aggregate, $300,000 (the              
"Deductible"), in which event the entire amount of Losses which Buyer and its   
Affiliates shall be entitled to recover in respect of such claims less the      
Deductible shall be recoverable; and                                            

                                   (ii) the failure of Sellers or (solely with
respect to Sections 4.7, 4.8, 4.9, 4.10, 4.12 and 4.13) Parent to timely perform
or comply with any of the covenants or agreements contained in Sections 4.4,    
4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 11.8 or 11.9 or in any Ancillary Document
relating to any of such Sections, or to obtain any Required Consent; provided   
that Sellers shall be liable hereunder for indemnification with respect to      
Losses incurred by reason of breaches or violations of their obligations to     
obtain Required Consents only to the extent that the aggregate amount of Losses 
incurred in connection with all such breaches and violations shall exceed       
$150,000.                                                                       

                           (b) Buyer and its Affiliates shall not be entitled to
any recovery with respect to a claim for breach of the provisions of Section 2.4
unless a claim for indemnification is made in accordance with Sections 11.1 and 
11.2(d)(i) within the time period for survival set forth in Section 11.1.       

                       (c) If and only if the Closing shall occur, Buyer
shall indemnify Sellers and their Affiliates and hold each of them harmless from
and against all Losses which are incurred or suffered by any of them by reason  
of:                                                                             

                              (i) the failure by Buyer to perform or

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comply with any of the covenants or agreements contained herein or in any       
Ancillary Document to be performed or complied with by Buyer after the Closing; 

                                (ii) any claim made by any Employee with
respect to any Assumed Liability, or by reason of any termination of employment 
or other action taken by Buyer after the Closing Date (other than any such      
termination or other action with respect to any Excluded Employee);             

                               (iii) the ownership by the Buyer of the
Business or the Purchased Assets, or the operation of the Business, after the   
Closing; or                                                                     

                                  (iv) arising out of, in connection with or
with respect to the Assumed Liabilities;                                        

provided that the liability of Buyer under this Section 11.2(c) for             
indemnification with respect to any Assumed Liability or claim shall be reduced 
by the amount of any insurance proceeds paid to Sellers or Parent with respect  
thereto, except to the extent that such proceeds shall be paid over to Buyer as 
loss payee, assignee or otherwise.                                              

                        (d) (i) In the event that any Party shall incur or
suffer any Losses, or upon receipt by any Party of notice of a claim or         
threatened claim by a third party, in respect of which indemnification may be   
sought by such Party pursuant to the provisions of this Section 11.2, the party 
seeking to be indemnified hereunder (the "Indemnitee") shall assert a claim for 
indemnification by written notice (a "Notice") to the party from whom           
indemnification is sought (the "Indemnitor") stating the nature and basis of    
such claim, and accompanied by any documentation required by this Section 11.2. 
In the case of Losses arising by reason of any third party claim, the Notice    
shall be given within thirty (30) days of the filing or other written assertion 
of such claim against the Indemnitee, but the failure of the Indemnitee to give 
the Notice within such time period shall not prohibit recovery hereunder except 
to the extent that the Indemnitor is prejudiced thereby. In the case of a claim 
being made by reason of a third party claim, the Notice shall be accompanied by 
a copy of the written claim of the third party claimant; and in the case of a   
claim other than one made by reason of a third party claim, the Losses claimed  
shall have been actually incurred at or prior to the date of the Notice and     
shall be described in reasonable detail in the Notice.                          

                                (ii) The Indemnitee shall provide to the
Indemnitor on request all information and documentation reasonably necessary to 
support and verify any Losses which the Indemnitee believes give rise to a claim
for indemnification                                                             

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hereunder and shall give the Indemnitor and its counsel reasonable access to all
books, records and personnel in the possession or under the control of the      
Indemnitee which would have bearing on such claim.                              

                                   (iii) In the case of third party claims for
which indemnification is sought, the Indemnitor shall have the option to assume 
the defense and conduct any proceedings or negotiations in connection therewith.
If the Indemnitor timely assumes the defense of such claim as hereinafter       
provided, the Indemnitor shall: (x) take all other steps to settle or defend any
such claim (provided that the Indemnitor shall not settle any such claim without
the consent of the Indemnitee (which consent shall not be unreasonably withheld 
except that the Indemnitee may withhold consent in its sole discretion if such  
settlement does not include a written, unconditional release by the claimant(s) 
of all liability of the Indemnitee with respect to such claim)); and (y) employ 
counsel to contest any such claim or liability. In any event, the Indemnitee    
shall be entitled to participate at its own expense and by its own counsel in   
any proceedings relating to any third party claim. The Indemnitor shall, within 
forty-five (45) days of receipt of the Notice, notify the Indemnitee of its     
intention to assume the defense of such claim. Until the Indemnitee has received
notice of the Indemnitor's election whether to defend any claim, the Indemnitee 
shall take reasonable steps to defend such claim; provided, however, the        
Indemnitee may not settle such claim unless the claim requires a response within
forty-five (45) days of the Indemnitor's receipt of the Notice, in which case   
Indemnitee may unilaterally settle the claim; provided, further, the Indemnitee 
may not unilaterally settle such claim if the Indemnitor has assumed the defense
at least two (2) days before a response is due. If the Indemnitor shall decline 
to assume the defense of any such claim, or shall fail to notify the Indemnitee,
within forty-five (45) days after receipt of the Notice of the Indemnitor's     
election to defend such claim, the Indemnitee shall defend against such claim,  
and the Indemnitee may settle such claim without the consent of the Indemnitor. 
The expenses of all proceedings, contests or lawsuits in respect of such claims 
shall be borne by the Indemnitor responsible pursuant hereto to indemnify the   
Indemnitee in respect of the third party claim. Regardless of which Party shall 
assume the defense of the claim, the Parties agree to cooperate fully with one  
another in connection therewith.                                                

                      (e) (i) If (and to the extent) the Indemnitor is
responsible pursuant hereto to indemnify the Indemnitee in respect of the third 
party claim, then within ten (10) days after receipt from Indemnitee of evidence
of payment by the Indemnitee of Losses to a third party, the Indemnitor shall   
pay to the Indemnitee the amount of such Losses.                                

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                                  (ii) In the event that any Losses incurred
by the Indemnitee do not involve payment by the Indemnitee of a third party     
claim, then, if (and to the extent) the Indemnitor is responsible pursuant      
hereto to indemnify the Indemnitee against such Losses, the Indemnitor shall    
within ten (10) days after agreement on the amount of Losses or the occurrence  
of a final non-appealable determination of such amount pay to the Indemnitee the
amount of such Losses.                                                          

                    (f) Following the Closing, the indemnification
provided in this Section 11.2 shall be the sole and exclusive remedy of the     
parties hereto in the event of the occurrences set forth in Section 11.2(a) or  
(b) hereof or otherwise arising under or in connection with this Agreement or   
the Ancillary Documents, and Buyer, Sellers, Parent and their respective        
Affiliates shall have no other claim or rights to recovery or recourse          
whatsoever under any legal or equitable theory (except for fraud) against the   
other parties hereto or their Affiliates for such matters or any other matters  
whatsoever arising in connection herewith. Buyer and its Affiliates hereby waive
any right to seek contribution or other recovery from Sellers or Parent that    
Buyer may ever have under 42 U.S.C. Sections 9607 and 9613(f) of the            
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
Section 9601 et seq.), as amended ("CERCLA"), the Hazardous Material            
Transportation Act (49 U.S.C. Section 1801 et seq.), the Clean Water Act (33    
U.S.C. Section 1251 et seq.), the Resource Conservation and Recovery Act (42    
U.S.C. Section 6901 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et      
seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C.
Sections 11001 et seq.), the Safe Drinking Water Act (42 U.S.C. Sections 300f et
seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601 et  
seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section
136 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section 651 et  
seq.), any other Environmental, Health or Safety Laws, the rules and regulations
promulgated under any thereof, and any provisions of common law providing for   
any remedy or right of recovery with respect to any Hazardous Materials or      
Environmental, Health or Safety Laws, as these laws, rules, regulations and     
provisions were in the past or are currently in effect, or may now or in the    
future be enacted or be in effect. Buyer on its own behalf and on behalf of its 
Affiliates hereby further irrevocably and unconditionally releases Sellers and  
Parent from any and all claims, demands, and causes of action that Buyer may    
after Closing ever have against Sellers for recovery under CERCLA or under any  
other Environmental, Health or Safety Laws.                                     

                       (g) In no event shall an Indemnitor be liable for
loss of profits or consequential or punitive damages with respect to which such 
Indemnitor is providing indemnification hereunder, whether or not the Closing   
occurs. In no event shall an                                                    

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Indemnitor be required to indemnify or have any further obligations to any other
Party with respect of any matters other than the matters expressly set forth    
herein and solely to the extent and as set forth herein.                        

                           (h) Notwithstanding anything in this Agreement to the
contrary, neither Parent nor the Sellers or any of their Affiliates shall be    
responsible for any liability or obligation as a result of the Buyer's, or the  
Business' failure to comply with applicable law after the Closing even if the   
Business is owned or operated after the Closing in the manner owned or operated 
prior to Closing.                                                               

                   (i) Anything set forth herein to the contrary
notwithstanding, the indemnification obligations set forth herein shall be      
effective if, and only if, the Closing shall occur.                             

        11.3. Interpretive Provisions. Whenever used in this
Agreement, unless expressly stated otherwise, "to Sellers' knowledge" or "to the
knowledge of Sellers" (or words of like import) shall mean to the actual        
knowledge of those officers and directors of Sellers or Parent who are listed in
Exhibit 11.3(a), each of whom has reviewed this Agreement or prior drafts       
hereof, which knowledge is obtained in their respective capacities as such or in
the course of their review of this Agreement or drafts hereof (provided that no 
knowledge shall be imputed to any Seller by reason of the knowledge of any      
person who was a stockholder of Parent prior to the date of consummation of the 
transactions contemplated by the Parent Stock Purchase Agreement with respect to
any representation, warranty or statement made on or as of any date which is    
later than the date of such consummation), and "to Buyer's knowledge" or "to the
knowledge of Buyer" (or words of like import) shall mean the actual knowledge of
Buyer and the persons listed on Exhibit 11.3(b).                                

         11.4. Entire Agreement. This Agreement (including the
Disclosure Schedule and all Exhibits hereto) and the Confidentiality Agreement  
constitute the sole understanding of the Parties with respect to the subject    
matter hereof.                                                                  

                  11.5. Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective      
successors and assigns of the Parties hereto; provided, however, that this      
Agreement may not be assigned by Buyer without the prior written consent of     
Sellers, which consent shall not be unreasonably withheld, except that Buyer    
may, at its election, (i) assign this Agreement to any Affiliate or Affiliates  
so long as (a) the representations and warranties of Buyer made herein are      
equally true of such assignee to the extent applicable and (b) such assignment  
does not have any adverse consequences to Sellers or any of their Affiliates    
(including,                                                                     

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without limitation, any adverse tax consequences or any adverse effect on the   
ability of Buyer to consummate (or timely consummate) the transactions          
contemplated hereby), but no such assignment of this Agreement or any of the    
rights or obligations hereunder shall relieve Buyer of its obligations under    
this Agreement and (ii) assign this Agreement in connection with a sale of all  
or a substantial portion of the Business. Such assignee shall execute a         
counterpart of this Agreement agreeing to be bound by the provisions hereof as  
"Buyer," and agreeing to be jointly and severally liable with the assignor and  
any other assignee for all of the obligations of the assignor hereunder.        

              11.6. Headings. The headings of the Articles, Sections and
paragraphs of this Agreement are inserted for convenience only and shall not be 
deemed to constitute part of this Agreement or to affect the construction       
hereof.                                                                         

                11.7. Modification and Waiver. No amendment, modification or
alteration of the terms or provisions of this Agreement shall be binding unless 
the same shall be in writing and duly executed by the parties hereto, except    
that any of the terms or provisions of this Agreement may be waived in writing  
at any time by the Party which is entitled to the benefits of such waived terms 
or provisions. No waiver of any of the provisions of this Agreement shall be    
deemed to or shall constitute a waiver of any other provision hereof (whether or
not similar). No delay on the part of any Party in exercising any right, power  
or privilege hereunder shall operate as a waiver thereof.                       

                  11.8. Broker's Fees. Each of the Parties hereto (i) represents
and warrants that it has not taken and will not take any action that would cause
the other Party hereto to have any obligation or liability to any person for a  
finder's or broker's fee, and (ii) agrees to indemnify the other party hereto   
for breach of the foregoing representation and warranty, whether or not the     
Closing occurs.                                                                 

                11.9. Expenses. Except as otherwise provided herein, Sellers
and Buyer shall each pay all costs and expenses incurred by it or on its behalf 
in connection with this Agreement and the transactions contemplated hereby,     
including, without limiting the generality of the foregoing, fees and expenses  
of its own financial consultants, accountants and counsel. Any Transfer Taxes   
shall be borne one-half (1/2) by Sellers and one-half (1/2) by Buyer. Sellers   
shall timely prepare and timely file all Tax Returns with respect to any such   
Transfer Taxes. At the Closing, Buyer shall remit to Sellers such properly      
completed resale exemption certificates and other similar certificates or       
instruments as are necessary to claim available exemptions from the payment of  
Transfer Taxes. Buyer shall cooperate with Sellers in preparing such forms and  
will execute and deliver such                                                   

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affidavits and forms as are reasonably requested by Sellers.                    

             11.10. Notices. Any notice, request, instruction or other
document to be given hereunder by any Party hereto to any other party shall be  
in writing and shall be given (and will be deemed to have been duly given upon  
receipt) by delivery in person, by electronic facsimile transmission with a     
confirmation of delivery, cable, telegram, telex or other standard forms of     
written telecommunications, by overnight courier or by registered or certified  
mail, postage prepaid,                                                          

if to Sellers or Parent, to:                

Great Dane Holdings Inc.  
2016 N. Pitcher Street    
Kalamazoo, Michigan  49007
Attention:  President     
Telephone:  (616) 343-6121
Telecopy:   (616) 343-1660

with a copy to:                             

      The Stamford Capital Group, Inc.
 1266 Main Street, 6th floor
Stamford, CT 06902        
Attention: President      
Telephone: (203) 425-2070 
Telecopy:  (203) 425-2079 

and a copy to:                              

   Sonnenschein Nath & Rosenthal
             1221 Avenue of the Americas, 24th Floor
New York, NY 10020        
       Attention:  Philip A. Haber, Esq.
Telephone:  (212) 768-6700
Telecopy:  (212) 391-1247 

if to Buyer to:                             

c/o CC Industries, Inc.   
222 North LaSalle Street  
Suite 800                 
Chicago, Illinois  60601  
  Attention:  William H. Crown
Telecopy:   (312) 984-1490
Telephone:  (312) 855-4000

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with a copy to:                             

Gould & Ratner            
222 North LaSalle Street  
Suite 800                 
Chicago, Illinois  60601  
Attention:  David M. Rubin
Telecopy:   (312) 236-3241
Telephone:  (312) 236-3003

or at such other address for a party as shall be specified by like notice.      

              11.11. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York applicable to 
agreements made and to be performed wholly within such jurisdiction. Each of the
parties hereto hereby irrevocably and unconditionally consents to submit to the 
exclusive jurisdiction of the courts of the State of New York and of the United 
States of America, in each case located in County of New York, for any          
Litigation arising out of or relating to this Agreement and the transactions    
contemplated hereby (and agrees not to commence any Litigation relating thereto 
except in such courts), and further agrees that service of any process, summons,
notice or document by U.S. registered mail to its respective address set forth  
in Section 11.10 herein shall be effective service of process for any Litigation
brought against it in any such court. Each of the parties hereto hereby         
irrevocably and unconditionally waives any objection to the laying of venue of  
any Litigation arising out of this Agreement or the transactions contemplated   
hereby in the courts of the State of New York or the United States of America,  
in each case located in County of New York, and hereby further irrevocably and  
unconditionally waives and agrees not to plead or claim in any such court that  
any such Litigation brought in any such court has been brought in an            
inconvenient forum.                                                             

                  11.12. Public Announcements. No Seller or Buyer shall make any
public statements, including, without limitation, any press releases, with      
respect to this Agreement and the transactions contemplated hereby without the  
prior written consent of the other party (which consent shall not be            
unreasonably withheld) except as may be required by the Securities Act, the     
Exchange Act, state or foreign securities laws or any other applicable law. If a
public statement is required to be made in accordance herewith, the Parties     
shall consult with each other in advance as to the contents and timing thereof. 

                 11.13. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be                      

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deemed to be an original and all of which shall constitute the same instrument. 

                  11.14. Certain Definitions. The following terms shall have the
meanings set forth below for purposes of this Agreement.                        

"Accountants" is defined in Section 1.5(b). 

     "Acquisition Proposal" is defined in Section 4.5.

            "Adjusted Net Worth" means, as of the relevant date, the
excess of all assets of the Business (excluding the Parent Equipment and the GDI
Property) over all liabilities of the Business, in each case as reflected on the
Interim Balance Sheet, the Projected Closing Balance Sheet or the Closing Date  
Balance Sheet, as the case may be, but excluding in each case the Excluded      
Assets and the Excluded Liabilities, and except that inventories shall be valued
on a first-in-first-out basis.                                                  

              "Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Exchange Act.                                 

    "Ancillary Document" is defined in Section 11.1.

                  "Assumed Liabilities" means all liabilities and obligations of
Sellers relating to the operation of the Business prior to Closing, including,  
without limitation, (i) obligations and liabilities under Leases, Commitments   
and other leases, agreements, contracts and commitments of Sellers existing on  
the Closing Date (including, without limitation, the Union Contract), including 
all amendments and modifications thereof to such date, (ii) accounts payable and
other accrued liabilities of Sellers as of the Closing Date, (iii) obligations  
and liabilities under all Business Benefit Plans maintained for the benefit of  
Employees, and related trusts, (iv) any and all obligations and liabilities     
relating to post-retirement medical or life insurance benefits for Employees    
other than Excluded Employees, (v) obligations and liabilities of Sellers in    
respect of Permits, (vi) Taxes, and (vii) obligations of Sellers in respect of  
uncleared checks and overdrafts on checking accounts; provided, however, that   
notwithstanding the foregoing, the Assumed Liabilities shall not include any    
Excluded Liabilities.                                                           

     "Books and Records" is defined in Section 5.2(a).

                  "Business" means only the business conducted by Sellers in the
geographic areas in which they operate, which consists of the design,           
manufacture and distribution of a full line of truck trailers (including vans,  
reefers and platform trailers) and intermodal containers and chassis, the       
manufacture and sale of aftermarket parts and accessories, sales of used        
trailers, and                                                                   

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retail services (including repair and maintenance), and activities related or   
incidental to any of the foregoing.                                             

          "Business Benefit Plans" is defined in Section 9.1(f).

"Buyer" is defined in the Recitals.         

             "CERCLA" means, the Comprehensive Environmental Resource,
Compensation and Liability Act (codified in scattered sections of 26 U.S.C., 33 
U.S.C., 42 U.S.C. and 42 U.S.C. Section 9601 et seq.).                          

"Closing" is defined in Section 1.2.        

                "Closing Adjusted Net Worth" means the Adjusted Net Worth as
of December 31, 1996 excluding, however, the book value of the Parent Equipment 
and the GDI Property on the books of Trailers.                                  

                "Closing Adjusted Net Worth Statement" is defined in Section
1.5(b)(iii).                                                                    

"Closing Date" is defined in Section 1.2.   

              "Closing Date Balance Sheet" is defined in Section 1.5(b).

               "Code" means the Internal Revenue Code of 1986, as amended.

"Commitments" is defined in Section 2.6.    

          "Confidentiality Agreement" is defined in Section 4.3.

    "Designated Accounts" is defined in Section 1.3.

    "Disclosure Schedule" is defined in Section 2.1.

"Employees" is defined in Section 9.1(b).   

                "Encumbrances" means any mortgages, pledges, liens, charges,
security interests, imperfections of title or other encumbrances.               

              "Environmental, Health and Safety Laws" means all federal,
state and local laws, rules and regulations relating to occupational health and 
safety, hazardous substances, and environmental matters applicable to Sellers   
and/or their business and facilities (whether or not owned by them). Such laws  
and regulations include but are not limited to the Resource Conversation and    
Recovery Act, 42 U.S.C. Section 6901 et seq., as                                

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amended; CERCLA; the Toxic Substances Control Act, 15 U.S.C.                    
Section 2061 et seq., as amended; the Clean Water Act, 33 U.S.C. Section 1251   
et seq., as amended; the Clean Air Act, 42 U.S.C. Section 7401 et seq.,         
as amended.                                                                     

                "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.                                                               

                "Escrow Account" means the escrow established by Sellers and
Buyer pursuant to the Escrow Agreement.                                         

"Escrow Agent" means Marine Midland Bank.   

               "Escrow Agreement" means the Escrow Agreement to be entered
into on the Closing Date among Sellers, Buyer and the Escrow Agent, in          
substantially the form attached as Exhibit 11.14-1 hereto.                      

"Escrow Amount" means $2,000,000.           

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended.                                                                        

               "Excluded Assets" means: (i) the Designated Accounts (which
shall not be operating accounts of any of Sellers and shall not contain any     
funds of Sellers other than the consideration paid pursuant to this Agreement); 
(ii) the consideration paid pursuant to this Agreement; (iii) marketable or     
other securities not arising out of or related to the Business; (iv) deferred   
Income Tax assets and any rights of Sellers or any of their Affiliates to any   
refund of Income Taxes or corporate franchise Taxes; (v) debt issuance expense; 
(vi) Stock; (vii) all insurance policies of Sellers or Parent pertaining to the 
Business and (except as provided in Section 4.10) all rights of Sellers or      
Parent of every nature and description under or arising out of such insurance   
policies, (other than refunds of premiums), other than insurance policies and   
rights thereunder that are used to provide benefits under Business Benefit      
Plans; (viii) the minute books, stock transfer books and corporate seal of each 
of Sellers; (ix) any rights of Sellers under any intercompany accounts among the
Sellers or between the Sellers and their other Affiliates; and (x) any rights of
Sellers under this Agreement, any Ancillary Document or any other agreement     
between Sellers and Buyer.                                                      

             "Excluded Liabilities" means the following liabilities of
Sellers: (i) principal of, interest on, and other amounts and obligations       
relating to debt of Sellers to Bank of America, NT&SA or its Affiliates and     
other bank or institutional lenders (excluding obligations of Sellers in respect
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obligation of Sellers to any their Affiliates relating to any intercompany      
account, Excluded Asset, tax sharing agreement, or otherwise, or arising out of 
the transfer to Sellers of the Parent Equipment or the GDI Property; (iii) any  
liability or obligation (whether assessed or unassessed) of Sellers with respect
to (A) Income Taxes, whether payable by Sellers or by another member of any     
consolidated group for Federal Income Tax or state unitary Income Tax purposes  
in which any of Sellers are included, and corporate franchise Taxes of Sellers, 
(B) any Taxes in connection with the consummation of the transactions           
contemplated hereby (including any Income Taxes arising as a result of the      
transfer by Sellers to Buyer of the Purchased Assets), (C) any Taxes under any  
Tax sharing agreements, (D) any Income Taxes of any Person which Seller has     
assumed or becomes liable for as a transferee or successor, by contract, or     
otherwise, and (E) deferred Income Tax credits; (iv) all obligations to any     
Excluded Employee including, without limitation, contractual and By-law         
indemnification obligations to any such Person and obligations under Business   
Benefit Plans other than Business Benefit Plans described in Section 3(2) of    
ERISA (including, without limitation, all Business Benefit Plans that are       
defined benefit pension plans, defined contribution retirement plans, and       
supplemental retirement plans; (v) obligations to Current Employees arising     
under the Severance Program for Salaried Employees (HR Policy # 19.0) solely by 
reason of the consummation of the sale of assets contemplated by this Agreement;
(vi) obligations of Sellers for payment of bonuses under Parent's Special Bonus 
Plan dated October 11, 1996; (vii) obligations and liabilities of Sellers or    
Parent under any agreements concerning confidentiality with prospective         
purchasers of the Sellers or of any of their past or present Subsidiaries or    
their respective assets; (viii) all obligations of Sellers under this Agreement,
any Ancillary Document or any other agreement between Sellers and Buyer; and    
(ix) all obligations of Sellers in respect of fees, costs, broker's commissions,
expenses and Transfer Taxes arising out of or in connection with this Agreement,
the Ancillary Documents or the transactions hereby or thereby contemplated.     

            "Final Adjusted Net Worth" is defined in Section 1.5(e).

     "Financial Statements" is defined in Section 2.2.

            "GAAP" means United States generally accepted accounting
principles as in effect from time to time.                                      

"GDI Property" is defined in Section 4.15.  

                 "Hazardous Materials" means each and every element, compound,
chemical mixture, contaminant, pollutant, material,                             

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waste or other substance which is defined, determined or identified as hazardous
or toxic under any Environmental Health and Safety Law or the Release of which  
is prohibited under any Environmental Health and Safety Law. Without limiting   
the generality of the foregoing, the term will include:                         

                      (a) "hazardous substances" as defined in CERCLA,
SARA, or Title III of the Superfund Amendments and Reauthorization Act, each as 
amended to date, and regulations promulgated thereunder;                        

                  (b) "hazardous waste" as defined in RCRA and
regulations promulgated thereunder;                                             

                          (c) "hazardous materials" as defined in the HMTA, as
amended to date, and regulations promulgated thereunder; and                    

                           (d) "chemical substance or mixture" as defined in the
TSCA, as amended to date, and regulations promulgated thereunder.               

                          (e) petroleum products, petrochemicals and asbestos,
whether or not included in the foregoing.                                       

                "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.                                                        

            "Income Tax" means any federal, state, local, or foreign
income tax, including any interest, penalty, or addition thereto, whether       
disputed or not.                                                                

               "Income Tax Returns" means any return, declaration, report,
claim for refund, or information return or statement relating to Income Taxes,  
including any schedule or attachment.                                           

  "Indemnitee" is defined in Section 11.2(d)(i).

  "Indemnitor" is defined in Section 11.2(d)(i).

    "Insurance Policies" is defined in Section 2.18.

      "Intellectual Property" is defined in Section 2.5.

                  "Interim Adjusted Net Worth" shall mean the Adjusted Net Worth
as of the date of the Interim Balance Sheet, as set forth in Exhibit 2.2(a)(ii),
in the amount of $139,534,000.                                                  

                "Interim Adjusted Net Worth Statement" is defined in Section
2.2(a)(ii).                                                                     

 "Interim Balance Sheet" is defined in Section

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2.2(a)(ii).                                                                     

        "Interim Financial Statements" is defined in Section
2.2(a)(ii).                                                                     

           "IRS" means the United States Internal Revenue Service.

    "Leased Property" is defined in Section 2.16(b).

"Leases" is defined in section 2.16(b).     

"Litigation" is defined in Section 2.7.     

                 "Losses" shall mean any and all losses, damages, liabilities,
obligations, judgments, amounts paid in settlement and reasonable costs and     
expenses of any kind, including, without limitation, reasonable attorney's fees 
and expenses, but excluding loss of profits and any consequential, special or   
punitive damages.                                                               

        "Material Adverse Effect" is defined in Section 2.1.

      "Multiemployer Plan" is defined in Section 9.1(g).

"Notice" is defined in Section 11.2(d)(i).  

              "Ordinary Course of Business" means the ordinary course of
business of Sellers consistent with past custom and practice.                   

        "Owned Real Property" is defined in Section 2.16(a).

       "Parent" means Great Dane Holdings Inc., a Delaware
corporation.                                                                    

              "Parent Stock Purchase Agreement" means the Stock Purchase
Agreement dated December 19, 1996 by and among The David R. Markin Charitable   
Remainder Unitrust #1, The David R. Markin Charitable Remainder Unitrust #2,    
Allan R. Tessler Charitable Remainder Unitrust #1, Allan R. Tessler Charitable  
Remainder Unitrust #2, Martin L. Solomon, Martin L. Solomon 1996 Charitable     
Remainder Unitrust, The Douglas Trust, and Jay H. Harris, as sellers, GDH       
Acquisition Corp., as buyer, Capital Resource Associates, as guarantor and the  
Parent.                                                                         

              "Parent Equipment" means the equipment owned by Parent and
leased to Sellers for use in the Business at Sellers' Brazil, Indiana, facility,
as further described in the Disclosure Schedule.                                

"Parties" is defined in the Recitals.       

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          "PBGC" means the Pension Benefit Guaranty Corporation.

"Permits" is defined in Section 2.8.        

              "Permitted Exceptions" means (i) with respect to the Owned
Real Property and the Material Leased Properties, (a) easements, restrictions   
and Encumbrances (other than Encumbrances securing Excluded Liabilities) which  
do not affect materially and adversely the current use or occupancy of the      
property subject thereto, and (b) with respect to any property, easements and   
Encumbrances which are insured over under a Title Policy issued with respect to 
such property on or prior to the Closing Date; and (ii) with respect to all     
other real and personal property included in the Purchased Assets, (a)          
mechanics', materialmen's or other similar Encumbrances incurred in the Ordinary
Course of Business in respect of liabilities incurred in the Ordinary Course of 
Business and accrued or otherwise reflected as a liability on the books and     
records of Sellers if and to the extent required to be so accrued or otherwise  
reflected in accordance with GAAP, (b) Encumbrances arising under conditional   
sales contracts and equipment leases with third parties entered into in the     
Ordinary Course of Business and accrued or otherwise reflected as a liability on
the books and records of Sellers if and to the extent required to be so accrued 
or otherwise reflected in accordance with GAAP, (c) Encumbrances for Taxes not  
yet due and payable or due but not delinquent or being contested in good faith  
by appropriate proceedings, (d) easements, covenants and other restrictions of  
record or disclosed in the Disclosure Schedule (other than Encumbrances securing
Excluded Liabilities), and (e) other easements, restrictions and Encumbrances   
(other than Encumbrances securing Excluded Liabilities) which do not affect     
materially and adversely the current use or occupancy of the property subject   
thereto.                                                                        

                  "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated 
organization, or a governmental entity (or any department, agency, or political 
subdivision thereof).                                                           

"Products" is defined in Section 2.18(a).   

               "Projected Closing Adjusted Net Worth" means shall mean the
projected Adjusted Net Worth as of December 19, 1996, as shown on the Projected 
Closing Adjusted Net Worth Statement, in the amount of $139,479,000.            

                  "Projected Closing Adjusted Net Worth Statement" is defined in
Section 1.5(a).                                                                 

           "Projected Closing Balance Sheet" is defined in Section

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1.5(a).                                                                         

"Purchase Price" is defined in Section 1.3. 

              "Purchased Assets" refers to all the business, properties,
assets, goodwill, rights and claims of whatever kind and nature, real or        
personal, tangible or intangible, known or unknown, actual or contingent and    
wherever situated, which are owned by Sellers and used in, held for use by, or  
related to the Business, including Sellers' rights under leases of what would   
otherwise be Purchased Assets, but excluding all Excluded Assets, as the same   
may exist on the Closing Date reflecting operation of the Business in the       
ordinary course, including, without limitation, the following:                  

                          (a) all cash (other than consideration paid pursuant
to this Agreement), certificates of deposit, other bank deposits (other than the
Designated Accounts), and other cash equivalents;                               

                         (b) all Owned Real Property, improvements, fixtures
and all other appurtenances thereto and rights in respect thereof;              

                     (c) all inventories, machinery, equipment, test
equipment, computers, vehicles, furniture, office materials and other tangible  
personal property, including the items listed in the Disclosure Schedule;       

                          (d) all accounts receivable and notes receivable and
other claims for money or other obligations due to Sellers arising out of the   
Business;                                                                       

                      (e) all of the Intellectual Property, including,
without limitation, the GDI Property;                                           

                        (f) all right, title and interest in, to and under
all Commitments;                                                                

                          (g) all books and records of the Business (including
such books and records as are contained in computerized storage media),         
including books and records related to inventory, purchasing, accounting, sales,
research, engineering, manufacturing, maintenance, repairs, marketing, banking  
(other than records relating to the Designated Accounts), Intellectual Property,
shipping records, personnel files for Transferred Employees and all files,      
customer and supplier lists, records, literature and correspondence;            

                        (h) to the extent legally assignable, all Permits;

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                          (i) to the extent any of the following relate to any
Assumed Liability or any of the Purchased Assets: claims, deposits, prepayments,
prepaid assets, refunds, causes of action, rights of recovery, rights of setoff 
and rights of recoupment of Sellers as of the Closing Date;                     

                        (j) any other tangible assets of Sellers which are
used primarily in the Business and which are of a nature not customarily        
reflected in the books and records of a business, such as assets which have been
written off for accounting purposes but which are still used by or of value to  
the Business;                                                                   

                    (k) all goodwill associated with the Business;

      (l) all of the Parent Equipment;

              (m) all insurance contracts, third party
administrators' contracts, investment advisor contracts and independent         
contractors' contracts relating to the operation of the Business Benefit Plans  
assumed by Buyer; and                                                           

                 (n) all assets under Business benefit Plans
maintained for the benefit of Employees;                                        

but excluding in the case of each of the foregoing all items which are Excluded 
Assets.                                                                         

           "Recall" means any product recall initiated pursuant to
regulations of the United States National Highway Traffic Safety Administration.

            "Release" means any spilling, leaking, seeping, pouring,
emitting, emptying, discharging, injecting, storing, escaping, leaching,        
dumping, burying, abandoning, or disposing into the environment.                

      "Required Consents" is defined in Section 4.11(a).

              "SEC Reports" means the Annual Reports on Form 10-K of the
Parent for each of the fiscal years ended December 31, 1993, 1994 and 1995      
(excluding exhibits thereto), and the Quarterly Reports on Form 10-Q of the     
Parent for each of the fiscal quarters ended March 31, June 30 and September 30,
1996 (excluding exhibits thereto), in each case as filed with the Securities and
Exchange Commission.                                                            

                  "Securities Act" means the Securities Act of 1933, as amended.

"Sellers" is defined in the Recitals.       

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                 "Stock" means the issued and outstanding stock of Sellers and
any other entity which has been a member of any combined, consolidated, unitary 
or affiliated group.                                                            

               "Subsidiaries" means Great Dane Trailers Tennessee, Inc., a
Tennessee corporation, and Great Dane Los Angeles, Inc., a Georgia corporation, 
and "Subsidiary" means each of them.                                            

"Surveys" is defined in Section 2.16(c).    

                 "Taxes" means any and all taxes (including without limitation
franchise, alternative, unitary, alternative minimum, minimum franchise, value  
added, ad valorem, income, receipts, capital, excise, sales, use, leasing, fuel,
excess profits, turnover, occupational, property (personal and real, tangible   
and intangible), transfer, recording and stamp taxes, levies, imposts, duties,  
charges, assessments, or withholdings of any nature whatsoever, general or      
special, ordinary or extraordinary, and any transaction privilege or similar    
taxes) imposed by or on behalf of any governmental authority including without  
limitation the United States, any state, county, municipality or foreign        
government, together with any and all penalties, fines, additions to tax and    
interest thereon.                                                               

                "Tax Returns" shall mean any return, declaration, report, or
information return or statement or other form relating to Taxes, including any  
schedule or attachment thereto, and including any amendment thereof.            

            "Title Insurance Company" is defined in Section 2.16(c).

   "Title Policies" is defined in Section 2.16(c).

                "Transfer Taxes" mean all sales, recording, transfer, use or
other similar taxes or fees (other than gains and Income Taxes) imposed as a    
result of the consummation of the transactions contemplated hereby.             

                  "WARN Act" means Worker Adjustment and Retraining Notification
Act of 1988, as amended.                                                        

                11.15. No Third Party Beneficiaries. This Agreement does not
create, and shall not be construed as in any manner creating, any rights        
enforceable by any person not a party to this Agreement. Without limiting the   
generality of the foregoing, no provision of this Agreement shall create any    
third party beneficiary rights in any Employee or former Employee (including any
beneficiary or dependent thereof) of Sellers in respect of continued employment 
(or resumed employment) or any other matters, and no provision of this Agreement
shall create                                                                    

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any such rights in any such persons in respect of any benefits that may be      
provided, directly or indirectly, under any Business Benefit Plan.              

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                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the date first above written.      

                        GREAT DANE HOLDINGS INC.

   By:
                                    ------------------------------
               Name:
                Title:

                         GREAT DANE TRAILERS, INC.

   By:
                                    ------------------------------
               Name:
                Title:

                                   GREAT DANE TRAILERS TENNESSEE, INC.

   By:
                                    ------------------------------
               Name:
                Title:

                            GREAT DANE LOS ANGELES, INC.

   By:
                                    ------------------------------
               Name:
                Title:

                              GREAT DANE LIMITED PARTNERSHIP

                            By:  DANE ACQUISITION CORP.,
                             Its General Partner

   By:
                                    ------------------------------
               Name:
                Title:

ACCEPTED AND AGREED SOLELY FOR                                                  
PURPOSES OF SECTION 1.5(h):                                                     

CAPITAL RESOURCE ASSOCIATES                                                     

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By:  EQ CORPORATION,                                                            
Managing General Partner                                              

By:                                                                   
------------------------------                                  
Name:                                                       
Title:                                                      

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		1/31/97		46
Filed on:		1/17/97
For Period End:		1/2/97		6					8-K
		1/1/97		7
		12/31/96		10		56
		12/19/96		9		61
		10/11/96		58
		10/1/96		25
		9/30/96		63					10-Q,  10-Q/A
		6/30/96		14					10-Q
		6/10/96		34
		1/1/96		35
		12/31/95		63					10-K,  10-K/A
		12/31/94		63					10-K
		12/31/93		21		63			10-K
									List all Filings