-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IeA+WF6kE+VYHRLP/OkhXqEcuW7tw1u7xzlhCI9Ay8/nDwa847Fe6vnkpEMyPCTg XfX6zKDGBnm0R0PIcOXHKw== 0000897423-03-000284.txt : 20030924 0000897423-03-000284.hdr.sgml : 20030924 20030923183905 ACCESSION NUMBER: 0000897423-03-000284 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030924 GROUP MEMBERS: CANTRELL PARTNERS, LTD. PARTNERSHIP GROUP MEMBERS: GEORGE K. BROADY GROUP MEMBERS: LYNN B. KINNEY GROUP MEMBERS: THOMAS C. CAMPBELL GROUP MEMBERS: VANCE CAMPBELL GROUP MEMBERS: VICTORIA & EAGLE STRATEGIC FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BUILDING CONTROL INC CENTRAL INDEX KEY: 0000318259 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 752626358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32267 FILM NUMBER: 03906798 BUSINESS ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 BUSINESS PHONE: 972-353-6500 MAIL ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 FORMER COMPANY: FORMER CONFORMED NAME: ULTRAK INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VICTORIA & EAGLE STRATEGIC FUND CAYMAN ISLAND CENTRAL INDEX KEY: 0001162779 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: VICTORIA & EAGLE ASSET MANAGEMNET SA STREET 2: VIA NASSA 44 CITY: LUGANO STATE: V8 ZIP: 00000 BUSINESS PHONE: 01141919126464 MAIL ADDRESS: STREET 1: VICTORIA & EAGLE ASSET MANAGEMENT SA STREET 2: VIA NASSA 44 CITY: LUGANO STATE: V8 ZIP: 00000 SC 13D/A 1 abc13da.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D**

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

American Building Control, Inc.
(Name of Issuer)

Common Stock, $.01 Par Value
(Title of Class of Securities)

903898401
(Cusip Number)

Thomas W. Briggs
201 Main Street, Suite 2500
Fort Worth, Texas 76102
(817) 878-3521
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 22, 2003
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**As specified in the introductory paragraph herein, this filing also constitutes (i) in the case of Victoria & Eagle Strategic Fund, Ltd., Amendment No. 5 to its previously filed Schedule 13D, and (ii) in the case of George K. Broady, Amendment No 7. to his previously filed Schedule 13D.

<PAGE>
1.     Name of Reporting Person:

          Victoria & Eagle Strategic Fund, Ltd.

2.     Check the Appropriate Box if a Member of a Group:

         (a) /   /

         (b) / X /

3.     SEC Use Only

4.     Source of Funds: WC

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

         /   /

6.     Citizenship or Place of Organization:  Cayman Islands

                        7.     Sole Voting Power: 2,179,725 (1)
Number of
Shares
Beneficially      8.     Shared Voting Power: -0-
Owned By
Each
Reporting         9.     Sole Dispositive Power:  2,179,725
Person
With
                       10.  Shared Dispositive Power: -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

          2,586,706 (2)

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

           /   /

13.     Percent of Class Represented by Amount in Row (11):  17.8%

14.     Type of Reporting Person:  CO

- ------------
(1)  Does not give effect to the super voting rights of the Issuer's Preferred Stock discussed in Section 5 hereof.
(2)  For a discussion of the conversion rate of the Issuer's Preferred Stock, see Item 5 hereof.

<PAGE>
1.     Name of Reporting Person:

        George K. Broady

2.     Check the Appropriate Box if a Member of a Group:

        (a) /   /

        (b) / X /

3.     SEC Use Only

4.     Source of Funds:  PF

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

         /   /

6.     Citizenship or Place of Organization:  USA

                        7.     Sole Voting Power:  1,189,718
Number of
Shares
Beneficially      8.     Shared Voting Power: -0-
Owned By
Each
Reporting         9.     Sole Dispositive Power: 1,189,718
Person
With
                       10.     Shared Dispositive Power: -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         1,589,718 (1)

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

          /   /

13.     Percent of Class Represented by Amount in Row (11):  10.9%

14.     Type of Reporting Person:  IN

- ------------
(1)  Includes 1,189,718 shares held by Mr. Broady individually and 200,000 shares that Mr. Broady has the right to acquire upon exercise of outstanding Issuer warrants. Also includes 200,000 shares that Mr. Broady has the right to acquire through the exercise of Issuer stock options. For a discussion of Mr. Broady's Issuer stock options, see Item 5 hereof.

<PAGE>
1.     Name of Reporting Person:

        Vance Campbell

2.     Check the Appropriate Box if a Member of a Group:

        (a) /   /

        (b) / X /

3.     SEC Use Only

4.     Source of Funds:  PF

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

         /   /

6.     Citizenship or Place of Organization:  USA

                        7.     Sole Voting Power:  215,890
Number of
Shares
Beneficially      8.     Shared Voting Power: -0-
Owned By
Each
Reporting         9.     Sole Dispositive Power:  215,890
Person
With
                       10.     Shared Dispositive Power: -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         215,890

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

          /   /

13.     Percent of Class Represented by Amount in Row (11):  1.5%

14.     Type of Reporting Person:  IN

<PAGE>
1.     Name of Reporting Person:

        Thomas C. Campbell

2.     Check the Appropriate Box if a Member of a Group:

        (a) /   /

        (b) / X /

3.     SEC Use Only

4.     Source of Funds:  PF

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

         /   /

6.     Citizenship or Place of Organization:  USA

                        7.     Sole Voting Power:  267,000
Number of
Shares
Beneficially      8.     Shared Voting Power: -0-
Owned By
Each
Reporting         9.     Sole Dispositive Power:  267,000
Person
With
                       10.     Shared Dispositive Power: -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         267,000

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

          /   /

13.     Percent of Class Represented by Amount in Row (11):  1.9%

14.     Type of Reporting Person:  IN

<PAGE>
1.     Name of Reporting Person:

        Lynn B. Kinney

2.     Check the Appropriate Box if a Member of a Group:

        (a) /   /

        (b) / X /

3.     SEC Use Only

4.     Source of Funds:  OO -- Gift

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

         /   /

6.     Citizenship or Place of Organization:  USA

                        7.     Sole Voting Power:  197,885 (1)
Number of
Shares
Beneficially      8.     Shared Voting Power: -0-
Owned By
Each
Reporting         9.     Sole Dispositive Power:  197,885 (1)
Person
With
                       10.     Shared Dispositive Power: -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         197,885 (1)

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

          /   /

13.     Percent of Class Represented by Amount in Row (11):  1.4%

14.     Type of Reporting Person:  IN


(1) Solely in her capacity as a controlling person of Cantrell Partners, Ltd. Partnership with respect to 155,000 shares of the Common Stock.

<PAGE>
1.     Name of Reporting Person:

        Cantrell Partners, Ltd. Partnership

2.     Check the Appropriate Box if a Member of a Group:

        (a) /   /

        (b) / X /

3.     SEC Use Only

4.     Source of Funds:  OO -- Gift

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

         /   /

6.     Citizenship or Place of Organization:  Texas

                        7.     Sole Voting Power:  155,000
Number of
Shares
Beneficially      8.     Shared Voting Power: -0-
Owned By
Each
Reporting         9.     Sole Dispositive Power:  155,000
Person
With
                       10.     Shared Dispositive Power: -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         155,000

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

          /   /

13.     Percent of Class Represented by Amount in Row (11):  1.1%

14.     Type of Reporting Person:  PN

<PAGE>
          Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated November 7, 2002, as amended by Amendment No. 1 dated November 12, 2002, as amended by Amendment No.2 dated March 17, 2003 (the "Schedule 13D"), relating to the Common Stock, par value $.01 per share (the "Common Stock"), of American Building Control, Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. This Schedule 13D Statement also constitutes (i) in the case of Victoria & Eagle Strategic Fund, Ltd., Amendment No. 5 to its Schedule 13D Statement dated October 29, 2001, as amended by Amendment No. 1 dated January 25, 2002, as amended by Amendment No. 2 dated November 7, 2002, as amended by Amendment No. 3 dated November 1 2, 2002, as amended by Amendment No. 4 dated March 17, 2003, relating to the Common Stock of the Issuer, and (ii) with respect to George K. Broady, Amendment No. 7 to his Schedule 13D Statement dated January 15, 1988, as amended by Amendment No. 1 dated October 23, 2001, as amended by Amendment No. 2 dated November 14, 2001, as amended by Amendment No. 3 dated January 18, 2002, as amended by Amendment No. 4 dated November 7, 2002, as amended by Amendment No. 5 dated November 12, 2002, as amended by Amendment No. 6 dated March 17, 2003, relating to the Common Stock of the Issuer.

Item 2.          IDENTITY AND BACKGROUND

Item 2 is hereby amended by adding at the end thereof the following:

For purposes of this and future filings, G.V. Broady and The Trust shall no longer be Reporting Persons.

Item 3.          SOURCE AND AMOUNT OF FUNDS.

     Item 3 is hereby amended and restated in its entirety as follows:

     The source and the amount of the funds used or to be used by the Reporting Persons to purchase the Common Stock and, if applicable, the Preferred Stock, is set forth below:

	SOURCE OF FUNDS	AMOUNT OF FUNDS
VESF	Working Capital	$7,047,586.41
Broady	Personal Funds	$ 587,000.00
V. Campbell	Personal Funds	$ 701,285.00
T. Campbell	Personal Funds	$1,268,794.89
L. Kinney	Gift	Not Applicable
Cantrell Partners	Gift	Not Applicable

Item 4.          PURPOSE OF TRANSACTION.

     Item 4 is hereby amended by adding at the end thereof the following:

     The Reporting Persons have contracted to sell certain of their shares of Common Stock and Preferred Stock to Solico International, Inc., a Texas corporation ("Solico"), at the times and in the manner specified in Item 6 hereof and incorporated herein by reference. The Reporting Persons fully support all aspects of the Solico transaction and intend to use their reasonable best efforts to take all actions and do all things necessary, proper or advisable in order to consummate the transaction.

     Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5.          INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 is hereby amended and restated in its entirety as follows:

(a)

Reporting Persons

VESF

Pursuant to Rule 13d-3 of the Act, VESF beneficially owns 2,586,706 shares of the Common Stock, which constitutes approximately 17.8% of the outstanding shares of the Common Stock.  The total number of shares of Common Stock beneficially owned by VESF is comprised of the 2,179,725 shares of Common Stock and the 406,981 shares of Common Stock into which VESF's 195,351 shares of Preferred Stock are convertible at the rate of 2.08333 shares of Common Stock per each share of Preferred Stock.  Although the conversion rate specified in the Issuer's Certificate of Incorporation is 2.083 (which would result in VESF's owning 406,916 shares of Common Stock on an as converted basis), the Certificate also specifies a liquidation value of $5.00 and a conversion price of $2.40 (which is equivalent to a conversion rate of 2.08333, which, in turn, would result in VESF's owning 406,981 shares of Common Stock on an as converted basis); the Issuer, however, takes the position that 2.08333 is the conversion rate. VESF's percentage of beneficial ownership was arrived at by dividing the total number of shares of Common Stock beneficially owned by it by 14,555,369, which represents the 406,981 shares of Common Stock into which VESF's 195,351 shares of Preferred Stock are convertible at the rate of 2.08333 shares of Common Stock per each share of Preferred Stock and the 14,148,388 shares of Common Stock reported as outstanding in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2003 (the "10-Q").

Broady

Pursuant to Rule 13d-3 of the Act, Broady beneficially owns 1,589,718 shares of the Common Stock, which constitutes approximately 10.9% of the outstanding shares of the Common Stock.  Broady's 1,589,718 shares include (i) 1,189,718 shares held by Broady individually and (ii) 200,000 shares that Broady has the right to acquire upon exercise of outstanding Issuer warrants.  Broady's 1,589,718 shares of Common Stock also include 200,000 shares issuable upon exercise of Issuer stock options. Although the forementioned options expired on January 30, 2003, Broady sent a notice of exercise covering all of such options to the Issuer prior to January 30, 2003. The option price, however, has not yet been paid and, consequently, the shares have not been issued. Broady's percentage of beneficial ownership was arrived at by dividing the total number of shares of Common Stock beneficially owned by him by 14,548,388, which represents the 200,000 shares of Common Stock that Broady has the right to acq uire through the exercise of Issuer stock options, 200,000 shares of Common Stock that Broady has the right to acquire upon exercise of outstanding Issuer warrants, and the 14,148,388 shares of Common Stock reported as outstanding in the Issuer's 10-Q.

V. Campbell

Pursuant to Rule 13d-3 of the Act, V. Campbell beneficially owns 215,890 shares of the Common Stock, which constitutes approximately 1.5% of the outstanding shares of the Common Stock.  V. Campbell's percentage of beneficial ownership was arrived at by dividing the total number of shares of Common Stock beneficially owned by him by the 14,148,388 shares of Common Stock reported as outstanding in the Issuer's 10-Q.

T. Campbell

Pursuant to Rule 13d-3 of the Act, T. Campbell beneficially owns 267,000 shares of the Common Stock, which constitutes approximately 1.9% of the outstanding shares of the Common Stock.  T. Campbell's percentage of beneficial ownership was arrived at by dividing the total number of shares of Common Stock beneficially owned by him by the 14,148,388 shares of Common Stock reported as outstanding in the Issuer's 10-Q.

L. Kinney

In her capacity as a controlling person of Cantrell Partners and because of her individual ownership of 42,885 shares of the Common Stock, L. Kinney may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 197,885 shares of the Common Stock, which constitutes approximately 1.4% of the outstanding shares of the Common Stock.  L. Kinney's percentage of beneficial ownership was arrived at by dividing the total number of shares of Common Stock beneficially owned by her by the 14,148,388 shares of Common Stock reported as outstanding in the Issuer's 10-Q.

Cantrell Partners

Pursuant to Rule 13d-3 of the Act, Cantrell Partners beneficially owns 155,000 shares of the Common Stock, which constitutes approximately 1.1% of the outstanding shares of the Common Stock.  Cantrell Partners' percentage of beneficial ownership was arrived at by dividing the total number of shares of Common Stock beneficially owned by it by the 14,148,388 shares of Common Stock reported as outstanding in the Issuer's 10-Q.

Controlling Persons

In their capacities as controlling persons of VESF, each of (i) Conti, (ii) Marmont, and (iii) Rumball, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,586,706 shares of the Common Stock, which constitutes approximately 17.8% of the outstanding shares of the Common Stock.

The Bank, as the majority equity owner of VESF, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,586,706 shares of the Common Stock, which constitutes approximately 17.8% of the outstanding shares of the Common Stock.

In their capacities as controlling persons of the Bank, each of the Bank Controlling Persons may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,586,706 shares of the Common Stock, which constitutes approximately 17.8% of the outstanding shares of the Common Stock.

In her capacity as a controlling person of Cantrell Partners and because of her individual ownership of 42,885 shares of the Common Stock, L. Kinney, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 197,885 shares of the Common Stock, which constitutes approximately 1.4% of the outstanding shares of the Common Stock.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Common Stock.

(b)

Reporting Persons

VESF

VESF has the sole power to vote or to direct the vote of 2,179,725 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 2,179,725 shares of the Common Stock.  The Preferred Stock carries with it super-voting rights, giving each holder thereof 16.667 votes per share of Preferred Stock held on any matter submitted to stockholders for a vote.  Therefore, on any matter submitted to stockholders for a vote, VESF would have 5,435,640 votes, which represents 2,179,725 votes associated with the 2,179,725 shares of the Common Stock beneficially owned by VESF and 3,255,915 votes associated with the 195,351 shares of the Preferred Stock beneficially owned by VESF.

Broady

Broady has the sole power to vote or to direct the vote of 1,189,718 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 1,189,718 shares of the Common Stock.

V. Campbell

V. Campbell has the sole power to vote or to direct the vote of 215,890 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 215,890 shares of the Common Stock.

T. Campbell

T. Campbell has the sole power to vote or to direct the vote of 267,000 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 267,000 shares of the Common Stock.

L. Kinney

In her capacity as a controlling person of Cantrell Partners, L. Kinney has the sole power to vote or to direct the vote of 155,000 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 155,000 shares of the Common Stock.  In addition, in her individual capacity, L. Kinney has the sole power to vote or to direct the vote of 42,885 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 42,885 shares of the Common Stock.

Cantrell Partners

Cantrell Partners has the sole power to vote or to direct the vote of 155,000 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 155,000 shares of the Common Stock.

Controlling Persons

In their capacities as controlling persons of VESF, each of (i) Conti, (ii) Marmont, and (iii) Rumball has the shared power to vote or to direct the vote of 2,179,725 shares of the Common Stock, and the shared power to dispose or to direct the disposition of 2,179,725 shares of the Common Stock.

The Bank, as the majority equity owner of VESF, has the sole power to vote or direct the vote of 2,179,725 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 2,179,725 shares of the Common Stock.

In their capacities as controlling persons of the Bank, each of the Bank Controlling Persons has the shared power to vote or to direct the vote of 2,179,725 shares of the Common Stock, and the shared power to dispose or to direct the disposition of 2,179,725 shares of the Common Stock.

In her capacity as a controlling person of Cantrell Partners, L. Kinney has the sole power to vote or to direct the vote of 155,000 shares of the Common Stock, and the sole power to dispose or to direct the disposition of 155,000 shares of the Common Stock.  In addition, in her individual capacity, L. Kinney has the sole power to vote or to direct the vote of 42,885 shares of the Common Stock, and the sole power to dispose or direct the disposition of 42,885 shares of the Common Stock.

(c)     During the last 60 days, the Reporting Persons have neither purchased nor sold shares of the Common Stock or Preferred Stock.

Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the shares of the Common Stock or the Preferred Stock during the past 60 days.

(d)     Each of the Reporting Persons affirms that no person other than the Item 2 Persons has the right to receive  or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock owned by such Reporting Person.

(e)     Not Applicable.

Item 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

     Item 6 is hereby amended and restated in its entirety as follows:

     On January 14, 2002, Broady and the Issuer entered into a Warrant Agreement and related Warrant Certificate (collectively, the "Warrant Agreement") pursuant to which the Issuer granted to Broady warrants to purchase, at any time prior to January 14, 2005, up to 200,000 shares of the Issuer's Common Stock at an initial exercise price of $1.64 per share, subject to adjustment in certain events. The Warrant Agreement further provides that (i) Broady will have the right, subject to certain restrictions, to demand that the Issuer file up to one registration statement to register the shares of Common Stock acquired by him upon exercise of the warrants for resale and (ii) subject to customary limitations, Broady will have the right to cause the Issuer to include the shares of Common Stock acquired by him upon exercise of the warrants in other registration statements filed by the Issuer.

     On September 22, 2003, VESF and Solico entered into a Stock Purchase Agreement (the "Purchase Agreement"), attached as Exhibit 99.4 to this Schedule 13D and incorporated herein by reference, pursuant to which (i) Solico agreed to purchase 25% of VESF's Common Stock and 25% of VESF's Preferred Stock for an aggregate purchase price of $1,899,806.52 on October 31, 2003 (the "First Tranche"), (ii) Solico agreed to purchase a further 25% of VESF's Common Stock and a further 25% of VESF's Preferred Stock for an aggregate purchase price of $1,899,804.41 on December 15, 2003 (the "Second Tranche") and (iii) VESF has the right to sell and Solico has the right to purchase, pursuant to a put/call option, VESF's remaining shares of Common Stock and Preferred Stock on June 30, 2004 for an aggregate purchase price of $4,497,120.50 (the "Option Tranche"). In addition, pursuant to the Purchase Agreement, VESF has granted Solico an irrevocable proxy to vote VESF's shares of Common Stock and Preferred Stock to be purchased by Solico in the Second Tranche for a period of time beginning on the closing of the First Tranche and ending on the closing of the Second Tranche. Solico's obligation to purchase each of the First Tranche, the Second Tranche and the Option Tranche is subject to the fulfillment or waiver of various customary terms and conditions and of the following: (i) the Issuer's Board of Directors (the "Board") shall have permanently and irrevocably waived the Issuer's right to redeem the Preferred Stock, (ii) on or prior to the closing of the First Tranche, the Board shall have appointed at least one person designated by Solico to the Board, (iii) on or prior to the closing of the Option Tranche, the Board shall have appointed at least one additional person designated by Solico to the Board and (iv) Broady and certain persons affiliated with Broady shall have entered into definitive, binding agreements with Solico (including the agreements described in the fo llowing paragraphs), pursuant to which Solico shall purchase certain of the shares of the Common Stock owned by such persons.

     On September 22, 2003, Broady and Solico entered into a Stock Purchase Agreement (the "Broady Agreement"), attached as Exhibit 99.5 to this Schedule 13D and incorporated herein by reference, whereby (i) Solico agreed to purchase 275,000 shares of the Common Stock owned by Broady for an aggregate purchase price of $400,000 on October 15, 2003 (the "First Closing"), (ii) Solico agreed to purchase an additional 200,000 shares of Broady's Common Stock for an aggregate purchase price of $675,000 on December 15, 2003 (the "Second Closing") and (iii) Solico has an option to purchase an additional 300,000 shares of Broady's Common Stock for a purchase price of $2.75 per share at any time after the Second Closing and on or before June 30, 2004 (the "Option Closing"). In addition, Broady has granted Solico an irrevocable proxy to vote 775,000 shares of Broady's Common Stock from and after the First Closing until July 15, 2004; provided, h owever, that if the Second Closing is not consummated on or before December 15, 2003 (and the date of such Closing has not been extended by the mutual agreement of the parties), then the proxy shall terminate and be of no further force or effect. Solico's obligation to purchase Broady's shares at the First Closing and the Second Closing is subject to the fulfillment or waiver of various customary terms and conditions and of the following: (i) at least one member of the Board shall have resigned effective upon or prior to the Second Closing, (ii) the Board shall fill such vacancy with at least one person designed by Solico and (iii) Solico and certain shareholders of the Issuer affiliated with Broady shall have entered into definitive binding agreements pursuant to which Solico shall purchase the Common Stock owned by such persons. Solico has also agreed to escrow 100,000 of Broady's First Closing shares to secure its performance of the Second Closing; if the Second Closing does not occur, such 100,000 shares are to be returned to Broady.

     In addition, Broady has entered into a loan arrangement, at an interest rate of 7% per annum, with Danny Mills of San Antonio, Texas, pursuant to which Broady will immediately receive a $200,000 advance against a Note payable at the First Closing through the delivery to Mills of 125,000 shares of Broady's Common Stock. Broady's obligations under the Note are supported by a pledge agreement on customary terms and conditions, including an irrevocable proxy to Mills to vote such 125,000 shares of Common Stock. The Note is attached as Exhibit 99.6 to this Schedule 13D and incorporated herein by reference.

     V. Campbell, T. Campbell, L. Kinney and Cantrell Partners (for purposes of this paragraph, such persons are collectively referred to as the "Other Reporting Persons") are in the process of entering into a Stock Purchase Agreement with Solico (the "Other Reporting Persons Purchase Agreement"), the form of which is attached as Exhibit 99.7 to this Schedule 13D and incorporated herein by reference, pursuant to which (i) Solico will agree to purchase 170,194 shares of the Common Stock owned by the Other Reporting Persons for an aggregate purchase price of $340,888 on October 15, 2003 (the "First Other Reporting Persons Closing"), (ii) Solico will agree to purchase an additional 170,194 shares of the Other Reporting Persons' Common Stock for an aggregate purchase price of $382,936.50 on December 15, 2003 (the "Second Other Reporting Persons Closing") and (iii) Solico will have an option to purchase 170,194 additional shares of the Other Reporting Persons' Common Stock (such shares, the "Option Shares") for a purchase price of $2.75 per share at any time on or before June 30, 2004 (the "Other Reporting Persons Option Closing"). In addition, the Other Reporting Persons have granted Solico an irrevocable proxy (such proxy to take effect only upon the approval by the Board of the terms of the Other Reporting Persons Purchase Agreement for purposes of Section 203 of the Delaware General Corporation Law) to vote the Option Shares from and after the First Other Reporting Persons Closing until July 15, 2004; provided, however, that if the Second Other Reporting Persons Closing is not consummated on or before December 15, 2003 (and the date of such Closing has not been extended by the mutual agreement of the parties), then the proxy shall terminate and be of no further force or effect. Solico's obligation to purchase the Other Reporting Persons' shares at the First Other Reporting Persons Closing and the Second Other Reporting Persons Closing is sub ject to the fulfillment or waiver of various customary terms and conditions and of the following: (i) at least one member of the Board shall have resigned effective upon or prior to such Closing, (ii) the Board shall fill such vacancy with at least one person designed by Solico, (iii) Solico and Broady shall have entered into the Broady Purchase Agreement and Solico and certain other shareholders of the Issuer specified in the Other Reporting Persons Purchase Agreement shall have entered into a definitive binding agreement pursuant to which Solico shall purchase the certain of the shares of the Common Stock owned by such persons (the "Additional Shares Agreement") and (iv) all of the conditions precedent to Solico's obligation to purchase the shares of Common Stock pursuant to the Broady Agreement and the Additional Shares Agreement shall have been waived or satisfied.

Item 7.          MATERIAL TO BE FILED AS EXHIBITS.

     Item 7 is hereby amended and restated in its entirety as follows:

Exhibit 99.1.     List of Officers and Directors of BIPIELLE Bank (previously filed).

Exhibit 99.2     Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii) (previously filed).

Exhibit 99.3     Warrant Agreement and related Warrant Certificate, dated January 14, 2002, between Ultrak, Inc. (n/k/a American Building Control, Inc.) and George K. Broady (incorporated by reference to Exhibit 10.50 to the Annual Report on Form 10-K filed by American Building Control, Inc. on April 15, 2002).

Exhibit 99.4     Stock Purchase Agreement between Solico International, Inc. and Victoria & Eagle Strategic Fund Ltd., dated September 22, 2003 (filed herewith).

Exhibit 99.5     Stock Purchase Agreement between Solico International, Inc. and George K. Broady, dated September 22, 2003 (filed herewith).

Exhibit 99.6     Note Secured by Pledge Agreement between George K. Broady and Danny W. Mills, dated September 22, 2003 (filed herewith).

Exhibit 99.7     Stock Purchase Agreement between Solico International, Inc. and Vance Campbell, Thomas C. Campbell, Lynn B. Kinney and Cantrell Partners, Ltd. Partnership, dated September 22, 2003 (filed herewith).

<PAGE>

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: September 23, 2003

/s/ Thomas W. Briggs
Thomas W. Briggs,

Attorney-in-Fact for:
VICTORIA & EAGLE STRATEGIC FUND, LTD.
GEORGE K. BROADY
VANCE CAMPBELL
THOMAS C. CAMPBELL
LYNN B. KINNEY
CANTRELL PARTNERS, LTD. PARTNERSHIP

<PAGE>

EXHIBIT INDEX

Exhibit          Description

99.1.     List of Officers and Directors of BIPIELLE Bank (previously filed).

99.2.      Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii) (previously filed).

99.3      Warrant Agreement and related Warrant Certificate, dated January 14, 2002, between Ultrak, Inc. (n/k/a American Building Control, Inc.) and George K. Broady (incorporated by reference to Exhibit 10.50 to the Annual Report on Form 10-K filed by American Building Control, Inc. on April 15, 2002).

99.4      Stock Purchase Agreement between Solico International, Inc. and Victoria & Eagle Strategic Fund Ltd., dated September 22, 2003 (filed herewith).

99.5      Stock Purchase Agreement between Solico International, Inc. and George K. Broady, dated September 22, 2003 (filed herewith).

99.6      Note Secured by Pledge Agreement between George K. Broady and Danny W. Mills, dated September 22, 2003 (filed herewith).

99.7      Stock Purchase Agreement between Solico International, Inc. and Vance Campbell, Thomas C. Campbell, Lynn B. Kinney and Cantrell Partners, Ltd. Partnership, dated September 22, 2003 (filed herewith).

EX-99 3 ex994.htm EXHIBIT 99.4

Exhibit 99.4

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made as of September 22, 2003 (the "Effective Date"), by and among Solico International, Inc., a Texas corporation (such corporation and/or its assigns, "Purchaser"), and Victoria & Eagle Strategic Fund, Ltd., a Cayman Islands corporation ("Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

RECITALS

Seller owns 2,179,725 shares (the "Common Shares") of the issued and outstanding shares of common stock, par value $.01 per share (the "Common Stock"), and 195,351 shares (the "Preferred Shares") of the issued and outstanding Series A 12% Cumulative Convertible Preferred Stock, par value $5.00 per share (the "Preferred Stock"), of American Building Control, Inc., a Delaware corporation (the "Company").

Purchaser desires to acquire, and Seller desires to sell, all right, title and interest of Seller in and to the Common Shares and the Preferred Shares (collectively, the "Shares") on the terms and conditions set forth herein.

AGREEMENT

The parties, in consideration of the mutual covenants, agreements and understanding herein contained, and intending to be legally bound, hereby agree as follows:

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I:

"Agreement" has the meaning set forth in the preamble hereto.

"Best Efforts" means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.

"Breach" means, with respect to a representation, warranty, covenant, obligation, or other provision of this Agreement or any Transaction Document or other certificate or instrument delivered pursuant to this Agreement, any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision.

"Broady" has the meaning set forth in Section 7.3.

"Broady Purchase Agreements" has the meaning set forth in Section 7.3.

"Broady Shares" has the meaning set forth in Section 7.3.

"Call Option" has the meaning set forth in Section 2.2(b).

"Closing" has the meaning set forth in Section 2.3.

"Closing Date" means the date and time as of which a Closing actually takes place.

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

"Common Option Price" has the meaning set forth in Section 2.2(a).

"Common Purchase Price" has the meaning set forth in Section 2.1(a).

"Common Shares" has the meaning set forth in the recitals hereto.

"Common Stock" has the meaning set forth in the recitals hereto.

"Company" has the meaning set forth in the preamble hereto.

"Company Transactions" has the meaning set forth in Section 5.4.

"Consent" means any approval, consent, ratification, waiver or other authorization (including any Governmental Authorization).

"Contemplated Transactions" means all of the transactions contemplated by this Agreement, including, without limitation:

the delivery of the Purchase Price in exchange for the Shares, and Purchaser's ownership and control of the Shares;

the execution, delivery and performance of the other Transaction Documents;

the satisfaction of all conditions set forth in Articles VI and VII; and

the performance by Purchaser and Seller of their respective covenants and obligations under this Agreement.

"Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

"Damages" has the meaning set forth in Section 9.2.

"Effective Date" has the meaning set forth in the preamble hereto.

"Encumbrance" means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership other than (a) mechanic's, materialmen's and similar liens, (b) liens for Taxes not yet due and payable or for Taxes that a taxpayer is contesting in good faith through appropriate Proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

"First Closing" has the meaning set forth in Section 2.1(b).

"First Closing Date" means the date and time as of which the First Closing actually takes place.

"First Closing Shares" has the meaning set forth in Section 2.1(b).

"GKB Group" has the meaning set forth in Section 7.3.

"Governmental Authorization" means any approval, consent, license, permit, waiver, or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

"Governmental Body" means any nation, state or other jurisdiction, or federal, state, local or foreign government, or governmental or quasi-governmental authority of any nature (including any agency, court or other tribunal) or body exercising any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

"Indemnifying Party" has the meaning set forth in Section 9.2.

"Indemnified Persons" has the meaning set forth in Section 9.2.

"Joint Defense Proceeding" has the meaning set forth in Section 9.3.

"Knowledge" means, with respect to an individual, such individual being actually aware of such fact; with respect to a Person other than an individual, such Person will be deemed to have "Knowledge" of a particular fact if any individual who is serving as a director, officer, partner, executor or trustee of such Person (or in any similar capacity) has Knowledge of such fact.

"Legal Requirement" means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.

"Material Adverse Effect" means a material and adverse effect upon the Contemplated Transactions or upon the business, assets, liabilities, financial condition, operating results, employee, customer or supplier relations, cash flow or working capital of the Company; provided, however, that a Material Adverse Effect shall not be deemed to have occurred due solely to the continued deterioration of the Company's financial condition consistent with the adverse changes in such financial condition that have occurred over the past several fiscal quarters of the Company.

"Offeror" has the meaning set forth in Section 2.5.

"Option Closing" has the meaning set forth in Section 2.2(d).

"Option Closing Date" means the date and time as of which the Option Closing, if any, actually takes place.

"Option Date" has the meaning set forth in Section 2.2(a).

"Option Price" has the meaning set forth in Section 2.2(a).

"Option Shares" has the meaning set forth in Section 2.2(a).

"Order" means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Body or by any arbitrator.

"Ordinary Course of Business" means an action taken by a Person that is consistent with the past practices of such Person, is taken in the ordinary course of the normal day-to-day operations of such Person, and is not required to be authorized by the board of directors or other governing body of such Person.

"Party" has the meaning set forth in the preamble hereto.

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

"Preferred Option Price" has the meaning set forth in Section 2.2(a).

"Preferred Purchase Price" has the meaning set forth in Section 2.1(a).

"Preferred Shares" has the meaning set forth in the recitals hereto.

"Preferred Stock" has the meaning set forth in the recitals hereto.

"Proceeding" means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, conducted or heard by or before any Governmental Body or arbitrator.

"Purchase Price" means the aggregate of the Common Purchase Price and the Preferred Purchase Price.

"Purchaser" has the meaning set forth in the preamble hereto.

"Purchaser Disclosure Schedule" has the meaning set forth in the preamble to Article IV.

"Put Option" has the meaning set forth in Section 2.2(a).

"Remaining Common Shares" has the meaning set forth in Section 2.2(a).

"Remaining Preferred Shares" has the meaning set forth in Section 2.2(a).

"SEC" means Securities and Exchange Commission.

"Second Closing" has the meaning set forth in Section 2.1(c).

"Second Closing Date" means the date and time as of which the Second Closing actually takes place.

"Second Closing Shares" has the meaning set forth in Section 2.1(c).

"Securities Act" means the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

"Seller" has the meaning set forth in the preamble hereto.

"Seller Compliance Certificate" has the meaning set forth in Section 2.3(a)(ii).

"Seller Disclosure Schedule" has the meaning set forth in the preamble to Article III.

"Shares" has the meaning set forth in the recitals hereto.

"Tax" or "Taxes" means all federal, state, local, foreign and other taxes, charges, fees, duties, levies, imposts, customs or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, profit sharing, license, lease, service, service use, value added, withholding, payroll, employment, excise, estimated, severance, stamp, recording, occupation, premium, property, windfall profits, or other taxes, fees, assessments, customs, duties, levies, imposts, or charges of any kind whatsoever, together with any interest, penalties, additions to tax, fines or other additional amounts imposed thereon or related thereto, and the term "Tax" means any one of the foregoing Taxes.

"Transaction Documents" means, collectively, this Agreement, the Note and all other documents and instruments contemplated by this Agreement to be executed by one or more of the Parties in connection with the consummation of the transactions contemplated herein.

STOCK PURCHASE

Transactions.

Stock Purchases. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth herein, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller (a) 1,089,863 of the Common Shares, for an aggregate purchase price of $2,299,610.93 (the "Common Purchase Price"), and (b) 97,676 of the Preferred Shares, for an aggregate purchase price of $1,500,000 (the "Preferred Purchase Price").

First Closing. The closing (the "First Closing") of the purchase of 544,932 of the Common Shares and 48,838 of the Preferred Shares (collectively, the "First Closing Shares") will take place at 11:00 a.m. Central, on October 31, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Second Closing. The closing (the "Second Closing") of the purchase of 544,931 of the Common Shares and 48,838 of the Preferred Shares (collectively, the "Second Closing Shares") will take place at 11:00 a.m. Central, on December 15, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Put/Call Option.

Put Option. Seller shall have the right (the "Put Option"), but not the obligation, to sell all of the remaining 1,089,862 Common Shares owned by Seller (the "Remaining Common Shares") and all of the remaining 97,675 Preferred Shares (the "Remaining Preferred Shares") owned by Seller, after consummation of the First Closing and the Second Closing (collectively, the "Option Shares"), on June 30, 2004 (the "Option Date"), for an aggregate purchase price of $2,997,120.50 for the Remaining Common Shares (the "Common Option Price") and an aggregate purchase price of $1,500,000 for the Remaining Preferred Shares (the "Preferred Option Price"). The aggregate of the Common Option Price and the Preferred Option Price of $4,497,120.50 is referred to herein as the "Option Price."

Call Option. Purchaser shall have the right (the "Call Option"), but not the obligation, to purchase all, but not less than all, of the Option Shares from Seller on the Option Date for the Option Price.

Exercise. Seller may exercise the Put Option, and Purchaser may exercise the Call Option, by delivery of written notice to the other Party of Seller's election to exercise the Put Option or Purchaser's election to exercise the Call Option, as the case may be, on or before the Option Date.

Closing. The closing of the purchase and sale of the Option Shares pursuant to the exercise of the Put Option or Call Option (the "Option Closing") will take place at 11:00 a.m. Central no later than five (5) business days following the Option Date.

Termination. In the event that Seller does not exercise the Put Option and Purchaser does not exercise the Call Option by delivery of notice thereof on or before the Option Date as provided in this Section 2.2, each of the Put Option and the Call Option shall automatically terminate.

Closing Deliveries. At the First Closing, the Second Closing and any Option Closing (each, a "Closing"):

Seller will:

deliver to Purchaser all certificates representing the Shares to be purchased at such Closing, duly endorsed (or accompanied by duly executed stock powers) for transfer to Purchaser; provided, however, that with respect to any Common Shares held in "street name," delivery of such Common Shares will be effected on a delivery versus payment basis by book entry transfer through the facilities of one or more brokerage firms or clearing agencies, as specified by the Parties;

deliver to Purchaser a certificate executed by Seller stating that (A) each of Seller's representations and warranties in this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date, and (B) the conditions set forth in Articles VI and VII have been fulfilled (the "Seller Compliance Certificate"); and

deliver to Purchaser the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Seller on or prior to such Closing Date.

Purchaser will:

at the First Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares and Preferred Shares to be purchased at the First Closing, by wire transfer of $1,899,806.52 of immediately available funds to an account designated by Seller;

at the Second Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares and Preferred Shares to be purchased at the Second Closing, by wire transfer of $1,899,804.41 of immediately available funds to an account designated by Seller;

at the Option Closing, if any, deliver to Seller the Option Price by wire transfer of immediately available funds to an account designated by Seller;

deliver to Seller a certificate executed by Purchaser stating that each of Purchaser's representations and warranties in this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date; and

deliver to Seller the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Purchaser on or prior to such Closing Date.

Voting Rights; Irrevocable Proxy. From and after the First Closing until the Second Closing, and effective solely in the event that the board of directors of the Company has approved the terms of this Agreement and the Contemplated Transactions for purposes of Section 203 of the Delaware General Corporation Law (the "Board Approval"), the Parties agree that Purchaser alone shall exercise all voting rights with respect to the Second Closing Shares. Accordingly, effective as of the later of the First Closing and the Board Approval, Seller hereby grants to Purchaser an irrevocable special power of attorney to act as Seller's attorney-in-fact to vote on behalf of Seller, and to execute any resolution or consent evidencing Seller's vote, approval or consent of any action submitted to the vote, approval or consent, and to execute on behalf of Seller and deliver any documentation deemed necessary by Purchaser in connection with any matter or action taken in respect of or submitt ed to the vote, consent or approval of the Second Closing Shares, including, without limitation, taking action with respect to any matter submitted to the vote of the holders of Common Stock or Preferred Stock of the Company. Seller hereby agrees to execute all resolutions, consents, agreements and other documents deemed necessary by Purchaser to effect and/or evidence the foregoing, and Seller agrees not to raise any objection to any action so taken by Purchaser in respect of the Second Closing Shares. Seller hereby waives any appraisal rights or rights to dissent under applicable Legal Requirements arising due to Seller's ownership of the Second Closing Shares.

Right of Co-Sale. If at any time after the date of the Second Closing and prior to the Option Date, Purchaser receives a bona fide offer or series of offers from a third party or parties acting in concert (collectively, the "Offeror") to purchase any of the Common Shares or Preferred Shares (or a combination thereof), and Purchaser desires to sell Common Shares or Preferred Shares to the Offeror pursuant to such offer, Purchaser shall notify Seller in writing of such offer and its terms and conditions. Within 20 days of the date of such notice, Seller shall notify Purchaser if it elects to participate in such offer. If Seller so notifies Purchaser of its intent to participate in such offer, Seller shall have the right to sell, at the same price and on the same terms as Purchaser, an amount of Common Shares and/or Preferred Shares (as applicable) that the Offeror actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Common Sh ares and/or Preferred Shares (as applicable) owned by Seller and the denominator of which shall be the aggregate number of Common Shares and/or Preferred Shares (as applicable) owned by Purchaser and Seller.

REPRESENTATIONS AND WARRANTIES OF SELLERS.

Seller represents and warrants to Purchaser as of the date of this Agreement and as of each Closing Date that, except as otherwise set forth on the Seller Disclosure Schedule attached hereto (the "Seller Disclosure Schedule"):

Organization; Corporate Authority; Good Standing.

Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Authority; No Conflict.

Upon the execution and delivery by Seller of the Transaction Documents to which Seller is a party, each such Transaction Document will constitute the legal, valid and binding obligation of Seller, enforceable against the Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Seller will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of the Transaction Documents or the consummation or performance of any of the Contemplated Transactions, and neither the execution and delivery of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

contravene, conflict with or result in a violation of (A) any provision of its organizational documents, (B) any currently effective resolution adopted by its board of directors or its shareholders or (C) any Legal Requirement or any Order to which it or any of the assets owned or used by it is subject;

contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to its business or any of the assets owned or used by it;

contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract, or result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by it.

Title to Shares. Seller is and will be on the First Closing Date the record and beneficial owner and holder of all of the Shares (including the First Closing Shares, the Second Closing Shares and the Option Shares), Seller is and will be on the Second Closing Date the record and beneficial owner and holder of the Second Closing Shares and the Option Shares, and Seller is and will be on the Option Closing Date, if any, the record and beneficial owner of the Option Shares, in each case free and clear of all Encumbrances other than any restrictions on transfer under applicable federal or state securities laws or under the Transaction Documents; provided, however, that 59,725 Common Shares are held in "street name" through Citibank, N.A. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares other than any restrictions on transfer under applicable federal or state securities laws. There are no oral or written agreements relatin g to the issuance, sale or transfer by Seller of any right or interest in the Shares.

Legal Proceedings; Orders.

There is no pending Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Seller, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.

There is no Order to which Seller, or any of the assets owned or used by Seller, is subject that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions.

Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company.

Company Transactions. Neither Seller nor any Person related to Seller is a party to or bound by any Contract with respect to a Company Transaction other than this Agreement and the other Transaction Documents, and the Seller and all Persons related to Seller have terminated all discussions with third parties regarding Company Transactions. Except for the previously disclosed Consulting Agreement between the Company and Bernardino Piazzoli, neither Seller nor any Person related to Seller has or may acquire any rights under, or is bound by or has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company. Neither Seller nor any shareholder, director, officer, employee or other Person related to Seller is indebted to the Company, nor is the Company indebted (or committed to make loans or extent or guarantee credit) to any of them. None of such persons has any direct or indirect ownersh ip interest in any Person with which the Company is affiliated or with which the Company has a business relationship, or any Person that competes with the Company, except for stock in a publicly traded company owned by such persons representing less than five percent (5%) of the outstanding capital stock of such company.

Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the Contemplated Transactions based on any arrangement or agreement binding upon Seller. Seller shall pay, and hold Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as of the date of this Agreement and as of each Closing Date that, except as set forth on the Purchaser Disclosure Schedule attached hereto (the "Purchaser Disclosure Schedule"):

Organization; Corporate Authority; Good Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Authority. Upon the execution and delivery of the Transaction Documents, each of the Transaction Documents will constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the Contemplated Transactions based on any arrangement or agreement binding upon Purchaser. Purchaser shall pay, and hold Seller harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

Disclosure. No representation or warranty of Purchaser in this Agreement and no statement in the Purchaser Disclosure Schedule or any instrument, certificate or document delivered in connection with the Contemplated Transactions contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

COVENANTS

Best Efforts. Between the Effective Date and the Option Closing Date, each of the Parties will use its reasonable Best Efforts to take all actions and do all things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the conditions set forth in Articles VI and VII).

Required Approvals. As promptly as practicable after the Effective Date, Seller will, and, together with Purchaser, will use its reasonable Best Efforts to cause the Company to, make all filings required by Legal Requirements to be made by them in order to consummate the Contemplated Transactions. Between the Effective Date and the Option Closing Date, Seller will, and, together with Purchaser, will use its reasonable Best Efforts to cause the Company to, (a) cooperate with Purchaser with respect to all filings that Purchaser elects to make or is required by Legal Requirements to make in connection with the Contemplated Transactions, (b) give required notices to third parties, (c) obtain any required third party consents and (d) take any actions reasonably requested by a third party, in each case, in connection with the Contemplated Transactions.

Notification. Until the first to occur of (y) the Option Closing Date (if the Call Option or Put Option are exercised) or the Option Date (if neither the Call Option nor the Put Option are exercised on or before such date) and (z) termination of this Agreement pursuant to Article VIII, each Party will give prompt written notice to the other Party (a) if it becomes aware that any representation or warranty made by such Party herein as of the Effective Date has, to the best Knowledge of such Party, subsequently become untrue, (b) of the beach of any covenant hereunder by any Party and (c) of any other material development that in its reasonable judgment adversely affects its ability to consummate the Contemplated Transactions.

Exclusivity. Until the first to occur of (y) the Option Closing Date (if the Call Option or Put Option are exercised) or the Option Date (if neither the Call Option nor the Put Option are exercised on or before such date) and (z) termination of this Agreement pursuant to Article VIII, Seller shall not, directly or indirectly, (a) submit, solicit, initiate, encourage, vote for or consent to any proposal or offer from any Person or enter into any Contract or accept any offer relating to any (i) reorganization, liquidation or recapitalization of the Company, (ii) merger or consolidation involving the Company, (iii) purchase or sale of any assets or capital stock (other than a purchase or sale of equipment in the Ordinary Course of Business) of the Company or (iv) similar transaction or business combination involving the Company or the assets of the Company (each of the foregoing actions described in clauses (i) through (iv), a "Company Transaction"), or (b) furnish an y information with respect to, assist or participate in or facilitate in any other manner any effort or attempt to do or seek to do any of the foregoing.

Actions with Respect to Shares. Until the first to occur of (y) the Option Closing Date (if the Call Option or Put Option are exercised) or the Option Date (if neither the Call Option nor the Put Option are exercised on or before such date) and (z) termination of this Agreement pursuant to Article VIII, Seller agrees that, except for transactions to effect the obtaining of margin credit, it will not (a) sell, redeem, convert, assign, exchange, transfer, pledge or otherwise dispose of any of Seller's right, title and interest in and to the Shares, except as expressly permitted by this Agreement, or (b) enter into any other transaction or Contract with the Company without Purchaser's prior written consent, which written consent may be withheld in Purchaser's sole discretion.

Exchange Act Filings. Each Party shall make all filings as and when required to be made with the SEC pursuant to the Exchange Act as a result of the execution of this Agreement and the consummation of the Contemplated Transactions. Without limiting the foregoing, the Parties shall make the following filings:

all filings required pursuant to Section 16(a) of the Exchange Act, including, without limitation, any Form 3 Initial Statement of Beneficial Ownership of Securities required to be filed by Purchaser and its affiliates and any Form 4 Statement of Changes in Beneficial Ownership required to be filed by Seller; and

all filings required to pursuant to Rule 13(d)-1(a) of the Exchange Act, including, without limitation, any Schedule 13D required to be filed by Purchaser and/or Seller.

CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE

Each Party's obligation to take the actions required to be taken by such Party at the First Closing, the Second Closing and any Option Closing is subject to the satisfaction, at or prior to such Closing, of each of the following conditions (any of which may be waived by it in writing, in whole or in part):

Accuracy of Representations. All of the other Party's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate as of the Effective Date, and must be accurate as of such Closing Date as if made on such Closing Date.

Performance.

All of the covenants and obligations that the other Party is required to perform or to comply with pursuant to this Agreement at or prior to such Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with.

Each document required to be delivered by the other Party pursuant to Section 2.3 must have been delivered, and each of the other Party's covenants and obligations contained in this Agreement must have been performed and complied with.

No Proceedings. There must not be pending against such Party, or against any Person affiliated with such Party, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Prohibition. Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause the Party or any Person affiliated with the Party to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order, or (b) any Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental Body.

CONDITION PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE

In addition to the conditions set forth in Article VI, Purchaser's obligation to purchase the First Closing Shares at the First Closing, to purchase the Second Closing Shares at the Second Closing, and to purchase the Option Shares at the Option Closing (in the event the Call Option or Put Option is exercised), and in each case to take the other actions required to be taken by Purchaser at each such Closing, is subject to the satisfaction, at or prior to such Closing, of each of the following conditions (any of which may be waived in writing by Purchaser, in whole or in part):

No Claim Regarding Stock Ownership or Sale Proceeds. There must not be pending any claim by any Person against the Company or Seller asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Shares, or (b) is entitled to all or any portion of the consideration payable for the Shares.

Material Adverse Effect. There shall not have occurred any Material Adverse Effect.

Other Stock Purchase Transactions. Purchaser, George K. Broady ("Broady") and certain shareholders of the Company affiliated with Broady (excluding Seller, the "GKB Group"), shall have entered into definitive, binding agreements, satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 2,042,982 shares (the "Broady Shares") of Common Stock (the "Broady Purchase Agreements") owned by Broady and the GKB Group, and all conditions precedent to the obligations of Broady and the GKB Group to sell the Broady Shares to Purchaser and perform all of their other obligations under the Broady Purchase Agreements shall have been satisfied or waived by Purchaser in writing.

Resignation of Directors. The size of the board of directors of the Company shall be five (5) directors. As of the First Closing Date, there shall be at least one (1) vacancy on the board of directors of the Company as a result of the resignation of at least one (1) director in accordance with the Company's bylaws, such resignation to be effective upon or prior to the consummation of the First Closing. As of the Option Closing Date, there shall also be at least one (1) vacancy on the board of directors of the Company as a result of the resignation of at least one (1) director in accordance with the Company's bylaws, such resignation to be effective upon or prior to the consummation of the Option Closing.

Approval of Board of Directors. The Company shall have delivered copies certified as true, correct and complete by the Secretary of the Company of resolutions (in a form reasonably satisfactory to Purchaser and its counsel) duly adopted by the board of directors of the Company:

approving the terms of this Agreement and the Broady Purchase Agreements (including, without limitation, the stock purchases and voting agreements set forth herein and therein), and the Contemplated Transactions, for purposes of Section 203 of the Delaware General Corporation Law, such approval to be effective prior to the First Closing Date;

permanently and irrevocably waiving the Company's right to redeem the Preferred Stock set forth in Section H.3 of Article 4 of the Company's certificate of incorporation;

effective on or prior to the First Closing, appointing at least one (1) Person designated by Purchaser to the Company's board of directors in accordance with the Company's bylaws; and

effective on or prior to the Option Closing, appointing at least one (1) additional Person designated by Purchaser to the Company's board of directors in accordance with the Company's bylaws.

Operation of Business. The Company will not have since the Effective Date (a) entered into any transaction, arrangement or Contract except on an arm's-length basis in the Ordinary Course of Business that has resulted in a Material Adverse Effect, (b) increased any officer's or employee's compensation, incentive arrangements or other benefits out of the Ordinary Course of Business that has resulted in a Material Adverse Effect, (c) redeemed, purchased or otherwise acquired, directly or indirectly, any of the Company's issued and outstanding capital stock or equity interests, or any outstanding rights or securities exercisable or exchangeable for or convertible into capital stock of the Company, where such redemption, purchase or acquisition has resulted in a Material Adverse Effect, (d) amended its certificate of incorporation or bylaws in such a manner as to cause a Material Adverse Effect, or (e) submitted, solicited, initiated, voted for or consented to any proposal or offer f rom any Person or entered into any Contract or accepted any offer relating to, any Company Transaction.

Proceedings. All corporate actions and other actions required or necessary to be taken by the Company or Seller in connection with the Contemplated Transactions shall have been taken at or prior to the Closing and all documents incident thereto shall be satisfactory in form and substance to Purchaser and its counsel.

Filings. The Company and Seller shall have made all filings required to be made by the Company and Seller under all applicable Legal Requirements, including, without limitations, federal and state securities laws, to consummate the Contemplated Transactions.

Consents and Approvals. All Consents and Governmental Authorizations by any Governmental Body or other Person that are required for the consummation of the Contemplated Transactions or in order to prevent a breach of, or default under, or a termination, change in the terms or conditions or modification of, any Contract to which the Company or Seller is a party, will have been obtained on terms and conditions satisfactory to Purchaser.

Capital Structure. Between the Effective Date and such Closing Date, the Company will not have issued or entered into any Contract to issue any shares of its capital stock or options, warrants or securities convertible into or exercisable for shares of its capital stock other than shares issuable upon the exercise of options, warrants or securities convertible into or exercisable for shares of its capital stock that are outstanding as of the Effective Date or granted prior to such Closing under existing option plans on an arm's-length basis in the Ordinary Course of Business.

Closing Documents. At each Closing, Seller shall have delivered to Purchaser all of the following documents:

the Seller Compliance Certificate;

copies of all third party and governmental Consents and filings required in connection with the consummation of the Contemplated Transactions (including, without limitation, all blue sky filings and waivers of all preemptive rights and rights of first refusal); and

such other documents relating to the Contemplated Transactions as Purchaser or its counsel may reasonably request.

TERMINATION

Termination Events. This Agreement may, by notice given prior to or at any Closing, be terminated:

by either Purchaser or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non-breaching Party;

by either Party if any of the conditions in Article VI has not been satisfied as of such Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;

by Purchaser if any of the conditions in Article VII has not been satisfied as of such Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;

by mutual consent of Purchaser and Seller; or

by either Purchaser or Seller if (i) the First Closing has not occurred on or before November 15, 2003, or such later date as the Parties may agree upon, or (ii) the Second Closing has not occurred on or before December 31, 2003, or such later date as the Parties may agree upon.

Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate, except for the obligations in Article IX and Sections 10.1 and 10.2, and for liability for any Breach of this Agreement prior to the time of such termination, all of which shall survive any termination of this Agreement. Notwithstanding the foregoing, if this Agreement is terminated by a Party under Section 8.1 because one or more of the conditions to Closing is not satisfied as a result of the other Party's intentional or deliberate actions, the terminating Party will be entitled to pursue all legal remedies, including, but not limited to actual damages, which right will survive such termination unimpaired.

INDEMNIFICATION; REMEDIES

Survival; Right to Indemnification not Affected by Knowledge. All representations, warranties, covenants, and obligations in this Agreement and the certificates and other Transaction Documents delivered pursuant to Section 2.3 will survive the Closing for a period of twelve (12) months following the later of (y) December 31, 2003 and (z) the Option Closing (if any); provided, the representations and warranties and covenants made under Section 3.3 (Title to Shares) shall survive indefinitely.

Indemnification. Subject to the limitations set forth in Section 9.3 below, each Party (the "Indemnifying Party") will indemnify and hold harmless the other Party and its respective representatives, shareholders, controlling persons and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any Breach of any representation, warranty, covenant or agreement made by the Indemnifying Party in this Agreement or any Transaction Document (including the schedules and exhibits attached hereto or thereto). The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to the Par ties.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of co unsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the def ense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent fro m the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Payment of Indemnification Damages. Any payment pursuant to a claim for indemnification shall be made not later than thirty (30) days after receipt by the Indemnifying Party of written notice from the Indemnified Person stating the amount of the claim, unless the claim is subject to a defense as provided in Section 9.3, in which case payment shall be made not later than thirty (30) days after the amount of the claim is finally determined. Any payment required under this Section 9.4 shall bear interest at the rate of eighteen percent (18%) per annum, or, if less, the maximum rate permitted by applicable usury laws from the date that the Indemnified Person incurred the Damages for which indemnification is sought. Interest on any unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall reimburse the other Party for any and all costs and expenses of any nature or kind whatsoever (in cluding, without limitation, all attorneys' fees) incurred in seeking to collect such Damages following repeated refusal by the owing Party to pay such Damages and the non-existence of any good faith defense to payment.

Limitation on Indemnification. Anything to the contrary contained in this Article IX notwithstanding, in no event shall the aggregate liability of Seller under this Article IX exceed the aggregate amounts received by Seller at the First Closing, the Second Closing, and, if applicable, the Option Closing.

GENERAL PROVISIONS

Expenses. Except as otherwise expressly provided in this Agreement, each Party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel and representatives, and accountants unless such Party is entitled to indemnification therefore pursuant to Article IX above.

Confidentiality. Purchaser and Seller will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of Purchaser, Seller and the Company to maintain in confidence, any written, oral, or other information obtained in confidence from another party or from Purchaser, Seller or the Company in connection with this Agreement or the Contemplated Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions, or (c) the furnishing or use of such information is required by or necessary in connection with legal Proceedings.

Press Releases and Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement or the Contemplated Transactions (other than those required by applicable Legal Requirements or by Order), nor instruct or cause any other Person (including, without limitation, the Company) to effect the same without the express written consent of the other Party.

Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of transmission), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by an internationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

if to Seller:

Victoria & Eagle Strategic Fund, Ltd.

P.O. Box 1984 G.T.

Elizabethan Square

Grand Cayman, Cayman Islands

British West Indies

with a copy (which shall not constitute notice) to:

Bernardino Piazzoli

Via Livini No. 1

Lugano, Switzerland CH 6900

Telecopy: 011-41-919-10-18-19

and with a copy (which shall not constitute notice) to:

Kelly, Hart & Hallman, P.C.

201 Main Street

Suite 2500

Fort Worth, Texas 76102

Attn: Thomas W. Briggs

Telecopy: (817) 878-9280

if to Purchaser:

Solico International, Inc.

922 Isom

San Antonio, Texas 78216

Attn: J. Collier Sparks

with a copy (which shall not constitute notice) to:

Andrews & Kurth L.L.P.

111 Congress Avenue

Suite 1700

Austin, Texas 78701-4069

Attn: Carmelo Gordian

Telecopy: (512) 320-9292

Governing Law; Jurisdiction; Service of Process. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Texas, U.S.A. and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of Texas, U.S.A. applicable to contracts entered into and performed entirely therein. The Parties hereby agree that any dispute which may arise between or among them in connection with this Agreement shall be adjudicated before a court located in San Antonio, Texas, and they hereby submit to the exclusive personal jurisdiction of the courts of the State of Texas located in San Antonio, Texas and of the federal district courts in or for disputes arising in San Antonio, Texas with respect to any action or legal Proceeding commenced by any Party. Each of the Parties irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the ven ue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum. Each of the Parties hereby consents to the service of process in any such action or legal Proceeding on any party anywhere in the world.

Further Assurance. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

Waiver. Except to the extent otherwise specified in this Agreement, the rights and remedies of the Parties hereto are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given ; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

Entire Agreement and Modification. This Agreement and the schedule and exhibits attached hereto, together with the other Transaction Documents, supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the other Transaction Documents) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

Schedules. The disclosures in the Seller Disclosure Schedule and Purchaser Disclosure Schedule hereto, each of which are incorporated into this Agreement by this reference and made a part hereof, relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. Seller and Purchaser may revise or supplement the Seller Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or otherwise amend or modify its representations and warranties hereunder, at any time at or prior to a Closing Date to reflect information that came into existence after the Effective Date and that would have been required to be disclosed on such schedules or reflected in such representations or warranties if such information was in existence as of the Effective Date; it being understood that prior to such Closing, each Party, as its sole remedy for the receipt of additional materially adverse information on the Disclosure Schedule of the other Party, shall be entitled to terminate this Agreement with the consequences specified in Section 8.2 above; provided, however, that such disclosure shall not cure any default or limit any liability resulting from a Breach of any covenants contained in this Agreement.

Assignments, Successors, and No Third-Party Rights. Seller may not assign any of its rights under this Agreement without the prior consent of the other Party. Purchaser may assign its rights under this Agreement to any one or more affiliates or related Persons of Purchaser. Subject to the preceding sentences, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

SOLICO INTERNATIONAL, INC.,

a Texas corporation

By: /s/ J. Collier Sparks

Name: J. Collier Sparks

Title President

VICTORIA & EAGLE STRATEGIC FUND, LTD.

a Cayman Islands corporation

By: /s/ Fabio Conti

Name: Fabio Conti

Title Director

EX-99 4 ex995.htm EXHIBIT 99.5

Exhibit 99.5

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made as of September 22, 2003 (the "Effective Date"), by and among Solico International, Inc., a Texas corporation (such corporation and/or its assignees, "Purchaser"), and George K. Broady ("Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

RECITALS

Seller owns 1,189,718 shares (the "Shares") of the issued and outstanding shares of common stock, par value $.01 per share (the "Common Stock") of American Building Control, Inc., a Delaware corporation (the "Company").

Purchaser desires to acquire, and Seller desires to sell, all right, title and interest of Seller in and to 775,000 of the Shares on the terms and conditions set forth herein.

AGREEMENT

The parties, in consideration of the mutual covenants, agreements and understandings herein contained, and intending to be legally bound, hereby agree as follows:

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I:

"Agreement" has the meaning set forth in the preamble hereto.

"Best Efforts" means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.

"Closing" has the meaning set forth in Section 2.4.

"Closing Date" means the date and time as of which the First Closing, Second Closing, Third Closing or Purchase Option Closing actually takes place.

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

"Company" has the meaning set forth in the preamble hereto.

"Company Transactions" has the meaning set forth in Section 5.4.

"Consent" means any approval, consent, ratification, waiver or other authorization (including any Governmental Authorization).

"Contemplated Transactions" means all of the transactions contemplated by this Agreement, including, without limitation:

the delivery of the Purchase Price in exchange for the Shares, and Purchaser's ownership and control of the Shares;

the execution, delivery and performance of the other Transaction Documents;

the execution, delivery and performance of the Loan Documents and consummation of the Conversion Transaction;

the satisfaction of all conditions set forth in Articles VI and VII; and

the performance by Purchaser and Seller of their respective covenants and obligations under this Agreement.

"Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

"Conversion Transaction" has the meaning set forth in Section 2.2.

"Damages" has the meaning set forth in Section 9.2.

"Effective Date" has the meaning set forth in the preamble hereto.

"Escrow Agreement" has the meaning set forth in Section 2.6.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

"First Closing" has the meaning set forth in Section 2.1(a).

"First Closing Shares" has the meaning set forth in Section 2.1(a).

"First Purchase Price" has the meaning set forth in Section 2.1(a).

"GKB Group" has the meaning set forth in Section 7.3.

"GKB Group Shares" has the meaning set forth in Section 7.3.

"GKB Group Purchase Agreement" has the meaning set forth in Section 7.3.

"Indemnifying Party" has the meaning set forth in Section 9.2.

"Indemnified Persons" has the meaning set forth in Section 9.2.

"Joint Defense Proceeding" has the meaning set forth in Section 9.3.

"Loan Documents" means, collectively, the Note, the Stock Pledge Agreement, and all other documents and instruments contemplated thereby to be executed by one or more of the parties thereto in connection with the consummation of the transactions contemplated therein.

"Material Adverse Effect" means a material and adverse effect upon the Contemplated Transactions or upon the business, assets, liabilities, condition (financial or otherwise), operating results, employee, customer or supplier relations, business prospects, cash flow or working capital of the Company.

"Mills" has the meaning set forth in Section 2.2.

"Mills Shares" has the meaning set forth in Section 2.2.

"Note" has the meaning set forth in Section 2.2.

"Option Shares" has the meaning set forth in Section 2.3(a).

"Party" has the meaning set forth in the preamble hereto.

"Purchase Option" has the meaning set forth in Section 2.3(a).

"Purchase Option Closing" has the meaning set forth in Section 2.3(c).

"Purchase Option Expiration Date" has the meaning set forth in Section 2.3(a).

"Purchase Option Purchase Price" has the meaning set forth in Section 2.3(a).

"Purchase Price" has the meaning set forth in Section 2.1.

"Purchased Shares" has the meaning set forth in Section 2.1.

"Purchase Price" has the meaning set forth in Section 2.1.

"Purchaser" has the meaning set forth in the preamble hereto.

"Purchaser Disclosure Schedule" has the meaning set forth in the preamble to Article IV.

"Put Option" has the meaning set forth in Section 2.2.

"Put Option Closing" has the meaning set forth in Section 2.2.

"Put Price" has the meaning set forth in Section 2.2.

"SEC" means Securities and Exchange Commission.

"Second Closing" has the meaning set forth in Section 2.1(b).

"Second Closing Shares" has the meaning set forth in Section 2.1(b).

"Second Purchase Price" has the meaning set forth in Section 2.1(b).

"Securities Act" means the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

"Seller" has the meaning set forth in the preamble hereto.

"Seller Compliance Certificate" has the meaning set forth in Section 2.4(a)(iii).

"Seller Disclosure Schedule" has the meaning set forth in the preamble to Article III.

"Shares" has the meaning set forth in the recitals hereto.

"Stock Pledge Agreement" has the meaning set forth in Section 2.2.

"Transaction Documents" means, collectively, this Agreement and all other documents and instruments contemplated by this Agreement to be executed by one or more of the Parties in connection with the consummation of the transactions contemplated herein.

STOCK PURCHASE

Transactions. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth herein, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, 475,000 of the Shares (the "Purchased Shares") for an aggregate purchase price of $1,075,000 (the "Purchase Price"), as follows:

First Closing. The closing (the "First Closing") of the purchase and sale of 275,000 of the Purchased Shares (the "First Closing Shares"), for an aggregate purchase price of $400,000 (the "First Purchase Price"), will take place at 11:00 a.m. Central, on or before October 15, 2003, at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Second Closing. The closing (the "Second Closing") of the purchase of 200,000 Purchased Shares (the "Second Closing Shares"), for an aggregate purchase price of $675,000 (the "Second Purchase Price"), will take place at 11:00 a.m. Central, on December 15, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Loan Transaction. Concurrently with the execution of this Agreement, Danny W. Mills ("Mills") has advanced to Seller $200,000, evidenced by that certain Note Secured By Stock Pledge Agreement dated of even date herewith in the original principal amount of $200,000 (the "Note"), and secured by a pledge of 400,000 of the Shares to Mills pursuant to that certain Stock Pledge Agreement, dated of event date herewith, by and between Mills and Seller (the "Stock Pledge Agreement"). Pursuant to the terms of the Note and Stock Pledge Agreement, upon consummation of the First Closing, the Note will be paid by Seller by delivery to Mills of 125,000 of the Shares (the "Mills Shares") in full satisfaction of all amounts due and owing thereunder (the "Conversion Transaction").

Purchase Option.

Option. Purchaser shall have the right, but not the obligation, to purchase 300,000 of the remaining Shares owned by Seller after the Second Closing (the "Option Shares"), at any time after the Second Closing and on or before June 30, 2004 (the "Purchase Option Expiration Date"), for a purchase price of $2.75 per share (the "Purchase Option Purchase Price").

Exercise. Purchaser may exercise the Purchase Option by delivery of written notice to Seller of its election to exercise the Purchase Option on or before the Purchase Option Expiration Date.

Purchase Option Closing. The closing of the purchase and sale of the Option Shares pursuant to the exercise of the Purchase Option by Purchaser (the "Purchase Option Closing") will take place at 11:00 a.m. Central no later than ten (10) business days following the date of delivery to Seller of Purchaser's notice of exercise pursuant to Section 2.3(b) above, at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Closing Deliveries. At the First Closing, Second Closing, and Purchase Option Closing, if any (each, a "Closing"):

Seller will:

deliver to Purchaser all certificates representing the Shares to be purchased at such Closing, duly endorsed (or accompanied by duly executed stock powers) for transfer to Purchaser;

deliver to Purchaser a certificate executed by Seller stating that (A) each of Seller's representations and warranties in this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date, and (B) the conditions set forth in Articles VI and VII have been fulfilled (the "Seller Compliance Certificate"); and

deliver to Purchaser the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Seller on or prior to such Closing Date.

Purchaser will:

deliver to Seller the portion of the Purchase Price for the Shares to be purchased at such Closing, or the Purchase Option Price in the case of the Purchase Option Closing, by wire transfer of immediately available funds to an account designated by Seller; and

deliver to Seller a certificate executed by Purchaser stating that each of Purchaser's representations and warranties in this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date; and

deliver to Seller the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Purchaser on or prior to such Closing Date.

Voting Rights; Irrevocable Proxy. From and after the First Closing until July 15, 2004, the Parties agree that Purchaser alone shall exercise all voting rights with respect to all of the Purchased Shares and Option Shares owned by Seller (the "Voting Shares"). Accordingly, Seller hereby grants to Purchaser, effective as of First Closing Date, an irrevocable special power of attorney to act as Seller's attorney-in-fact to vote on behalf of Seller, and to execute any resolution or consent evidencing Seller's vote, approval or consent of any action submitted to the vote, approval or consent, and to execute on behalf of Seller and deliver any documentation deemed necessary by Purchaser in connection with any matter or action to be taken in respect of the Voting Shares, including, without limitation, taking action with respect to any matter submitted to the vote of the holders of Common Stock of the Company. Seller hereby agrees to execute all resolutions, consents, agreements and other documents deemed necessary by Purchaser to effect and/or evidence the foregoing, and Seller agrees not to raise any objection to any action so taken by Purchaser in respect of the Voting Shares. Seller hereby waives any appraisal rights or rights to dissent under applicable Legal Requirements arising due to Seller's ownership of any Voting Shares. Notwithstanding the foregoing, in the event that the Second Closing is not consummated on or before December 15, 2003, and the date of such Second Closing has not been extended by the mutual agreement of the Parties, then the proxy set forth in this Section 2.5 shall terminate and be of no further force or effect.

Escrow. Concurrently with the consummation of the First Closing, the Parties agree that 100,000 of the First Closing Shares shall be deposited into escrow pursuant to the terms of an escrow agreement, substantially in the form attached hereto as Exhibit A (the "Escrow Agreement").

REPRESENTATIONS AND WARRANTIES OF SELLERS.

Authority. Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder.

Enforceability; No Conflict.

Upon the execution and delivery by Seller of the Transaction Documents to which Seller is a party, each such Transaction Document will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Seller will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of the Transaction Documents or the consummation or performance of any of the Contemplated Transactions, and neither the execution and delivery of the Transaction Documents or the Loan Documents, nor the consummation or performance of any of the Contemplated Transactions, will, directly or indirectly (with or without notice or lapse of time):

contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Seller or any of the assets owned or used by Seller is subject;

contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to its business or any of the assets owned or used by it;

contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract, or result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by it.

Title to Shares. Seller is and will be (i) on the Effective Date, the record and beneficial owner and holder of all of the Shares (including the Mills Shares, First Closing Shares, Second Closing Shares and Option Shares), (ii) on the First Closing Date the record and beneficial owner and holder of the First Closing Shares, Second Closing Shares and Option Shares, (iii) on the Second Closing Date, the owner and holder of the Second Closing Shares and the Option Shares, and (iv) on the Purchase Option Closing Date the record and beneficial owner and holder of the Option Shares, in each case free and clear of all Encumbrances other than any restrictions on transfer under applicable federal or state securities laws or under the Transaction Documents and the Loan Documents. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares other than any restrictions on transfer under applicable federal or state securities laws. There are no oral or written agreements relating to the issuance, sale or transfer by Seller of any right or interest in the Shares.

Legal Proceedings; Orders.

There is no pending Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Seller, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.

There is no Order to which Seller, or any of the assets owned or used by Seller, is subject that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions.

Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company.

Company Transactions. Except as otherwise disclosed in publicly-available filings made by the Company or Seller with the SEC, neither Seller nor any Person related to Seller is a party to or bound by any Contract with respect to a Company Transaction other than this Agreement, the other Transaction Documents and the Loan Documents, and the Seller and all Persons related to Seller have terminated all discussions with third parties regarding Company Transactions. Except as otherwise disclosed in publicly-available filings made by the Company or Seller with the SEC, neither Seller nor any Person related to Seller has or may acquire any rights under, or is bound by or has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company. Except as otherwise disclosed in publicly-available filings made by the Company or Seller with the SEC, neither Seller nor any shareholder, director, officer, employee or other Person related to Seller is indebted to the Company, nor is the Company indebted (or committed to make loans or extent or guarantee credit) to any of them. None of such persons has any direct or indirect ownership interest in any Person with which the Company is affiliated or with which the Company has a business relationship, or any Person that competes with the Company, except for stock in a publicly traded company owned by such persons representing less than five percent (5%) of the outstanding capital stock of such company.

GKB Group. Seller represents and warrants that the Persons comprising the GKB Group (as defined in Section 7.3(a) below) will fully perform their obligations under the GKB Group Purchase Agreement.

Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the Contemplated Transactions based on any arrangement or agreement binding upon Seller. Seller shall pay, and hold Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

Disclosure. No representation or warranty of Seller in this Agreement and no statement in the Seller Disclosure Schedule or any instrument, certificate or document delivered in connection with the Contemplated Transactions contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact known to Seller that has specific application to either Seller or the Company (other than general economic or industry conditions) and that could have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Organization; Corporate Authority; Good Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Authority. Upon the execution and delivery of the Transaction Documents, each of the Transaction Documents will constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the Contemplated Transactions based on any arrangement or agreement binding upon Purchaser. Purchaser shall pay, and hold Seller harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

Disclosure. No representation or warranty of Purchaser in this Agreement and no statement in the Purchaser Disclosure Schedule or any instrument, certificate or document delivered in connection with the Contemplated Transactions contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

COVENANTS

Best Efforts. Until the first to occur of (y) the Purchase Option Closing Date (if Purchaser exercises the Purchase Option), and (z) the Purchase Option Expiration Date, each of the Parties will use its reasonable Best Efforts to take all actions and do all things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the conditions set forth in Articles VI and VII); provided, that nothing set forth herein shall obligate Purchaser to exercise either Option hereunder.

Required Approvals. As promptly as practicable after the Effective Date, Seller will, and together with Purchaser, will use its reasonable Best Efforts to cause the Company to, make all filings required by Legal Requirements to be made by them in order to consummate the Contemplated Transactions. Seller will, and together with Purchaser, will use its reasonable Best Efforts to cause the Company to, (a) cooperate with Purchaser with respect to all filings that Purchaser elects to make or is required by Legal Requirements to make in connection with the Contemplated Transactions, (b) give required notices to third parties, (c) obtain any required third party consents and (d) take any actions reasonably requested by a third party, in each case, in connection with the Contemplated Transactions.

Notification. Until the first to occur of (y) the Purchase Option Closing Date (if Purchaser exercises the Purchase Option), and (z) the Purchase Option Expiration Date, each Party will give prompt written notice to the other Party (a) if it becomes aware that any representation or warranty made by such Party herein as of the Effective Date has, to the best Knowledge of such Party, subsequently become untrue, (b) of the beach of any covenant hereunder by any Party and (c) of any other material development that in its reasonable judgment adversely affects its ability to consummate the Contemplated Transactions.

Exclusivity. Until the first to occur of (x) the Purchase Option Closing Date (if Purchaser exercises the Purchase Option), (y) the Purchase Option Expiration Date, or (z) December 15, 2003, if the Second Closing has not been consummated by such date and the Parties have not agreed to a later date for such Second Closing, Seller shall not, directly or indirectly, (a) submit, solicit, initiate, encourage, vote for or consent to any proposal or offer from any Person or enter into any Contract or accept any offer relating to any (i) reorganization, liquidation or recapitalization of the Company, (ii) merger or consolidation involving the Company, (iii) purchase or sale of any assets or capital stock (other than a purchase or sale of equipment in the Ordinary Course of Business) of the Company or (iv) similar transaction or business combination involving the Company or the assets of the Company (each of the foregoing actions described in clauses (i) through (iv), a "Company Trans action"), or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt to do or seek to do any of the foregoing.

Actions with Respect to Shares. Until the first to occur of (y) the Purchase Option Closing Date (if Purchaser exercises the Purchase Option), and (z) the Purchase Option Expiration Date, Seller agrees that it will not (a) sell, redeem, convert, assign, exchange, transfer, pledge or otherwise dispose of any of Seller's right, title and interest in and to any of the Shares, except as expressly permitted by this Agreement, or (b) enter into any other transaction or Contract with the Company without Purchaser's prior written consent, which written consent may be withheld in Purchaser's sole discretion.

Exchange Act Filings. Each Party shall make all filings as and when required to be made with the SEC pursuant to the Exchange Act as a result of the execution of this Agreement and the consummation of the Contemplated Transactions. Without limiting the foregoing, the Parties shall make the following filings:

all filings required pursuant to Section 16(a) of the Exchange Act, including, without limitation, any Form 3 Initial Statement of Beneficial Ownership of Securities required to be filed by Purchaser and its affiliates and any Form 4 Statement of Changes in Beneficial Ownership required to be filed by Seller; and

all filings required to pursuant to Rule 13(d)-1(a) of the Exchange Act, including, without limitation, any Schedule 13D required to be filed by Purchaser and/or Seller.

CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE

Each Party's obligation to take the actions required to be taken by such Party at the First Closing and the Second Closing is subject to the satisfaction, at or prior to such Closing, of each of the following conditions (any of which may be waived by it in writing, in whole or in part):

Accuracy of Representations. All of the other Party's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate as of the Effective Date, and must be accurate as of such Closing Date as if made on such Closing Date.

Performance.

All of the covenants and obligations that the other Party is required to perform or to comply with pursuant to this Agreement at or prior to such Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with.

Each document required to be delivered by the other Party pursuant to Section 2.3 must have been delivered, and each of the other Party's covenants and obligations contained in this Agreement must have been performed and complied with.

No Proceedings. There must not be pending against such Party, or against any Person affiliated with such Party, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Prohibition. Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause the Party or any Person affiliated with the Party to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order, or (b) any Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental Body.

CONDITION PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE

In addition to the conditions set forth in Article VI, Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the First Closing and the Second Closing is subject to the satisfaction, at or prior to such Closing, of each of the following conditions (any of which may be waived in writing by Purchaser, in whole or in part):

No Claim Regarding Stock Ownership or Sale Proceeds. There must not be pending any claim by any Person against the Company or Seller asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Shares, or (b) is entitled to all or any portion of the consideration payable for the Shares.

Material Adverse Effect. There shall not have occurred or be reasonably expected to occur any Material Adverse Effect.

Other Stock Purchase Transactions.

Purchaser and certain shareholders of the Company affiliated with Seller (excluding Seller, the "GKB Group") shall have entered into a definitive, binding agreement (the "GKB Group Purchase Agreement"), satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 842,982 shares (the "GKB Group Shares") of Common Stock owned by the GKB Group; and

all conditions precedent to the obligations of Purchaser to purchase the GKB Group Shares and perform its obligations under the GKB Purchase Agreement shall have been satisfied or waived by Purchaser in writing.

Resignation of Director. The size of the board of directors of the Company shall be five (5) directors, and there shall be at least one vacancy on the board of directors of the Company as a result of the resignation of at least one director in accordance with the Company's bylaws, such resignation to be effective upon or prior to the consummation of the Second Closing.

Approval of Board of Directors. The Company shall have delivered copies certified as true, correct and complete by the Secretary of the Company of resolutions (in a form reasonably satisfactory to Purchaser and its counsel) duly adopted by the board of directors of the Company, appointing at least one Person designated by Purchaser to the Company's board of directors in accordance with the Company's bylaws.

Operation of Business. The Company will not have since the Effective Date (a) entered into any transaction, arrangement or Contract except on an arm's-length basis in the Ordinary Course of Business, (b) increased any officer's or employee's compensation, incentive arrangements or other benefits out of the Ordinary Course of Business, (c) redeemed, purchased or otherwise acquired, directly or indirectly, any of the Company's issued and outstanding capital stock or equity interests, or any outstanding rights or securities exercisable or exchangeable for or convertible into capital stock of the Company, (d) amended its certificate of incorporation or bylaws, or (e) submitted, solicited, initiated, voted for or consented to any proposal or offer from any Person or entered into any Contract or accepted any offer relating to, any Company Transaction.

Proceedings. All corporate and other required or necessary to be taken by the Company or Seller in connection with the Contemplated Transactions shall have been taken at or prior to such Closing and all documents incident thereto shall be satisfactory in form and substance to Purchaser and its counsel.

Filings. The Company and Seller shall have made all filings required to be made by the Company and Seller under all applicable Legal Requirements, including, without limitations, federal and state securities laws, to consummate the Contemplated Transactions.

Consents and Approvals. All Consents and Governmental Authorizations by any Governmental Body or other Person that are required for the consummation of the Contemplated Transactions or in order to prevent a breach of, or default under, or a termination, change in the terms or conditions or modification of, any Contract to which the Company or Seller is a party, will have been obtained on terms and conditions satisfactory to Purchaser.

Capital Structure. Between the Effective Date and such Closing Date, without the prior written consent of Purchaser, the Company will not have issued or entered into any Contract to issue any shares of its capital stock or options, warrants or securities convertible into or exercisable for shares of its capital stock other than shares issuable upon the exercise of options, warrants or securities convertible into or exercisable for shares of its capital stock that are outstanding as of the Effective Date or granted prior to Closing under existing option plans on an arm's-length basis in the Ordinary Course of Business.

Closing Documents. At such Closing, Seller shall have delivered to Purchaser all of the following documents:

a Seller Compliance Certificate;

copies of all third party and governmental Consents and filings required in connection with the consummation of the Contemplated Transactions (including, without limitation, all blue sky filings and waivers of all preemptive rights and rights of first refusal); and

such other documents relating to the Contemplated Transactions as Purchaser or its counsel may reasonably request.

TERMINATION

Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminated:

by either Purchaser or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non-breaching Party;

by either Party if any of the conditions in Article VI has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before a Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;

by Purchaser if any of the conditions in Article VII has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;

by mutual consent of Purchaser and Seller;

by either Purchaser or Seller if the First Closing has not occurred on or before October 30, 2003, or such later date as the parties may agree upon; or

by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate, except for the rights and obligations set forth in Section 2.2, Article IX and Sections 10.1 and 10.2, and for liability for any Breach of this Agreement prior to the time of such termination, all of which shall survive any termination of this Agreement. Notwithstanding the foregoing, if this Agreement is terminated by a Party under Section 8.1 because one or more of the conditions to any Closing is not satisfied as a result of the other Party's intentional or deliberate actions, the terminating Party will be entitled to pursue all legal remedies, including, but not limited to actual damages, which right will survive such termination unimpaired.

INDEMNIFICATION; REMEDIES

Survival; Right to Indemnification not Affected by Knowledge. All representations, warranties, covenants, and obligations in this Agreement and the certificates and other Transaction Documents delivered pursuant to Section 2.3 will survive until twelve (12) months following the Purchase Option Expiration Date; provided, the representations, warranties and covenants made under Section 3.3 (Title to Shares) shall survive indefinitely. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or before or after any Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any con dition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants and obligations.

Indemnification. Subject to the limitations set forth in Section 9.3 below, each Party (the "Indemnifying Party") will indemnify and hold harmless the other Party and its respective representatives, shareholders, controlling persons and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any Breach of any representation, warranty, covenant or agreement made by the Indemnifying Party in this Agreement or any Transaction Document (including the schedules and exhibits attached hereto or thereto). The remedies provided in this Section 9.2 will not be exclusive of or limit an y other remedies that may be available to the Parties.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of co unsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the def ense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent fro m the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Payment of Indemnification Damages. Any payment pursuant to a claim for indemnification shall be made not later than thirty (30) days after receipt by the Indemnifying Party of written notice from the Indemnified Person stating the amount of the claim, unless the claim is subject to a defense as provided in Section 9.3, in which case payment shall be made not later than thirty (30) days after the amount of the claim is finally determined. Any payment required under this Section 9.4 shall bear interest at the rate of eighteen percent (18%) per annum, or, if less, the maximum rate permitted by applicable usury laws from the date that the Indemnified Person incurred the Damages for which indemnification is sought. Interest on any unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall reimburse the other Party for any and all costs and expenses of any nature or kind whatsoever (in cluding, without limitation, all attorneys' fees) incurred in seeking to collect such Damages following repeated refusal by the owing Party to pay such Damages and the non-existence of any good faith defense to payment.

Limitation on Indemnification. Anything to the contrary contained in this Article IX notwithstanding, in no event shall the aggregate liability of Seller under this Article IX exceed the aggregate amounts received by Seller at the First Closing, the Second Closing, and, if applicable, the Purchase Option Closing.

GENERAL PROVISIONS

Expenses. Except as otherwise expressly provided in this Agreement, each Party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel and representatives, and accountants unless such Party is entitled to indemnification therefore pursuant to Article IX above.

Confidentiality. Purchaser and Seller will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of Purchaser, Seller and the Company to maintain in confidence, any written, oral, or other information obtained in confidence from another party or from Purchaser, Seller or the Company in connection with this Agreement or the Contemplated Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions, or (c) the furnishing or use of such information is required by or necessary in connection with legal Proceedings.

Press Releases and Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement or the Contemplated Transactions (other than those required by applicable Legal Requirements or by Order), nor instruct or cause any other Person (including, without limitation, the Company) to effect the same without the express written consent of the other Party.

Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of transmission), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

if to Seller:

George K. Broady

Canyon Drive #100

Coppell, Texas 75019

Telecopy: (972) 745-3682

if to Purchaser:

Solico International, Inc.

922 Isom

San Antonio, Texas 78216

Attn: J. Collier Sparks

with a copy (which shall not constitute notice) to:

Andrews & Kurth L.L.P.

111 Congress Avenue

Suite 1700

Austin, Texas 78701-4069

Attn: Carmelo Gordian

Telecopy: (512) 320-9292

Governing Law; Jurisdiction; Service of Process. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Texas, U.S.A. and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of Texas, U.S.A. applicable to contracts entered into and performed entirely therein. The Parties hereby agree that any dispute which may arise between or among them in connection with this Agreement shall be adjudicated before a court located in San Antonio, Texas, and they hereby submit to the exclusive personal jurisdiction of the courts of the State of Texas located in San Antonio, Texas and of the federal district courts in or for disputes arising in San Antonio, Texas with respect to any action or legal Proceeding commenced by any Party. Each of the Parties irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the ven ue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum. Each of the Parties hereby consents to the service of process in any such action or legal Proceeding on any party anywhere in the world.

Further Assurance. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

Waiver. Except to the extent otherwise specified in this Agreement, the rights and remedies of the Parties hereto are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right u7nless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is give n; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

Entire Agreement and Modification. This Agreement and the schedule and exhibits attached hereto, together with the other Transaction Documents, supersedes all prior agreements between the parties with respect to its subject matter (including, without limitation, the letter agreement dated as of August 1, 2003) and constitutes (along with the other Transaction Documents) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

Schedules. The disclosures in the Seller Disclosure Schedule and Purchaser Disclosure Schedule hereto, each of which are incorporated into this Agreement by this reference and made a part hereof, relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. Seller and Purchaser may revise or supplement the Seller Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or otherwise amend or modify its representations and warranties hereunder, at any time at or prior to the a Closing Date and the Purchase Option Closing Date, if any, to reflect information that came into existence after the Effective Date and that would have been required to be disclosed on such schedules or reflected in such representations or warranties if such information was in existence as of the Effective Date; it being understood that prior to each Closing, each Party, as its sol e remedy for the receipt of additional materially adverse information on the Disclosure Schedule of the other Party, shall be entitled to terminate this Agreement with the consequences specified in Section 8.2 above; provided, however, that such disclosure shall not cure any default or limit any liability resulting from a Breach of any covenants contained in this Agreement.

Assignments, Successors, and No Third-Party Rights. Seller may not assign any of its rights under this Agreement without the prior consent of the other Party. Purchaser may assign its rights under this Agreement to any one or more affiliates or related Persons of Purchaser. Subject to the preceding sentences, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

SOLICO INTERNATIONAL, INC.,

a Texas corporation

By:/s/ J. Collier Sparks

Name: J. Collier Sparks

Title President

/s/ George K. Broady

George K. Broady

EX-99 5 ex996.htm EXHIBIT 99.6 Exhibit 99.6

NOTE SECURED BY STOCK PLEDGE AGREEMENT

$200,000 San Antonio, Texas September 22, 2003

FOR VALUE RECEIVED, George K. Broady ("Maker") promises to pay to the order of Danny W. Mills ("Payee"), the principal sum of $200,000, together with interest from the date of this Note Secured by Stock Pledge Agreement (this "Note") on the unpaid principal balance from time to time outstanding hereunder. Such interest shall accrue from the date of advancement on the unpaid principal balance at the rate of seven percent (7%) per annum, compounded annually until maturity.

This Note is being executed in connection with and is subject to the terms of (i) the Stock Pledge Agreement, dated as of even date herewith, by and between Maker and Payee (the "Stock Pledge Agreement"), and (ii) the Stock Purchase Agreement, dated as of even date herewith, by and between Maker and Solico International, Inc. ("Solico"), a copy of which is attached hereto as Exhibit A (the "Stock Purchase Agreement"), each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Stock Pledge Agreement.

All payments hereunder shall be made in lawful tender of the United States. Such payment shall be credited first to any accrued and unpaid interest, and the remainder shall be applied to principal. Prepayment of principal, together with all accrued and unpaid interest, may be made at any time without penalty.

The entire unpaid principal balance of this Note, together with all accrued and unpaid interest, shall mature and immediately become due and payable in one lump sum on November 1, 2003; provided, however, that the entire principal sum of this Note, together with all accrued and unpaid interest, shall mature and immediately become due and payable upon the occurrence of an Event of Default (as defined in the Stock Pledge Agreement).

Upon consummation of the First Closing (as defined in the Stock Purchase Agreement), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, shall be deemed to have been automatically paid in full by Maker by transfer to Payee of 125,000 of the Shares (the "Payment Shares") of common stock of American Building Control, Inc., a Delaware corporation ("ABC"), owned by Maker and pledged to Payee pursuant to the Stock Pledge Agreement (the "Conversion Event"). Upon the Conversion Event, Maker shall execute such stock powers, instruments, certificates and other documents as may be required by Payee to evidence the transfer of the Payment Shares to Maker, and thereupon this Note shall be deemed paid and satisfied in full.

All past due principal and accrued interest on this Note shall bear interest from maturity until paid at the lesser of (i) the rate of twelve percent (12%) per annum or (ii) the highest rate for which Maker may legally contract under applicable law.

This Note is full recourse to Maker. Payment of this Note is secured by the Stock Pledge Agreement covering certain shares of the common stock of ABC held of record by Maker. Maker, however, shall remain liable for payment of this Note, and assets of Maker, in addition to the Collateral under the Stock Pledge Agreement, may be applied to the satisfaction of Maker's obligations hereunder.

This Note shall be construed in accordance with the laws of the State of Texas without giving effect to any otherwise applicable conflict-of-law rules.

This Note, the Stock Pledge Agreement and the Stock Purchase Agreement constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersede any and all prior agreements relating to the subject matter hereof and thereof.

Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Maker and Payee.

If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

In the event any interest paid on this Note is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

Maker hereby waives presentment, demand, protest, notice of dishonor, diligence and all other notices, any release or discharge arising from any extension of time, discharge of a prior party, release of any or all of any security given from time to time for this Note, or other cause of release or discharge other than actual payment in full hereof.

It is expressly agreed that, if this Note is referred to an attorney or if suit is brought to collect this Note or any part hereof or to enforce or protect any rights conferred upon Payee by this Note or any other document evidencing or securing this Note, then Maker promises and agrees to pay all costs, including without limitation reasonable attorneys' fees, incurred by Payee.

This Note may not be assigned or transferred by Maker without the prior written consent of Payee. Payee may assign or transfer all or any part of this Note to any affiliate of Payee or to Solico or any affiliate of Solico, without prior notice to or consent of Maker. Except as otherwise provided herein, the terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Note, express or implied, is intended to confer upon any party other than Maker and Payee or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in this Note.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned Maker has executed this Note to be effective as of the date first set forth above.

MAKER:

/s/ George K. Broady
George K. Broady

EX-99 6 ex997.htm EXHIBIT 99.7

Exhibit 99.7

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made as of September 22, 2003 (the "Effective Date"), by and among Solico International, Inc., a Texas corporation (such corporation and/or its assignees, "Purchaser"), and the parties listed on Schedule A hereto (each, a "Seller" and collectively, the "Sellers"). Purchaser and Sellers are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

RECITALS

Sellers own 680,776 shares (the "Shares") of the issued and outstanding shares of common stock, par value $.01 per share (the "Common Stock") of American Building Control, Inc., a Delaware corporation (the "Company").

Purchaser desires to acquire, and Sellers desires to sell, all right, title and interest of Sellers in and to 510,582 of the Shares on the terms and conditions set forth herein.

AGREEMENT

The parties, in consideration of the mutual covenants, agreements and understandings herein contained, and intending to be legally bound, hereby agree as follows:

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I:

"Additional Purchase Agreement" has the meaning set forth in Section 7.3.

"Additional Shares" has the meaning set forth in Section 7.3.

"Agreement" has the meaning set forth in the preamble hereto.

"Best Efforts" means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.

"Broady" has the meaning set forth in Section 7.3.

"Broady Shares" has the meaning set forth in Section 7.3.

"Broady Purchase Agreement" has the meaning set forth in Section 7.3.

"Closing" has the meaning set forth in Section 2.3.

"Closing Date" means the date and time as of which the First Closing or an Option Closing actually takes place.

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

"Company" has the meaning set forth in the preamble hereto.

"Company Transactions" has the meaning set forth in Section 5.4.

"Consent" means any approval, consent, ratification, waiver or other authorization (including any Governmental Authorization).

"Contemplated Transactions" means all of the transactions contemplated by this Agreement, including, without limitation:

the delivery of the Purchase Price in exchange for the Shares, and Purchaser's ownership and control of the Shares;

the execution, delivery and performance of the other Transaction Documents;

the execution, delivery and performance of the Loan Documents and consummation of the Conversion Transaction;

the satisfaction of all conditions set forth in Articles VI and VII; and

the performance by Purchaser and Sellers of their respective covenants and obligations under this Agreement.

"Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

"Damages" has the meaning set forth in Section 9.2.

"Effective Date" has the meaning set forth in the preamble hereto.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

"First Closing" has the meaning set forth in Section 2.1(a).

"First Closing Shares" has the meaning set forth in Section 2.1(a).

"First Purchase Price" has the meaning set forth in Section 2.1(a).

"Indemnifying Party" has the meaning set forth in Section 9.2.

"Indemnified Persons" has the meaning set forth in Section 9.2.

"Initial Purchase Price" has the meaning set forth in Section 2.1(a).

"Initial Shares" has the meaning set forth in Section 2.1(a).

"Joint Defense Proceeding" has the meaning set forth in Section 9.3.

"Option" has the meaning set forth in Section 2.2(a)(i).

"Option Closing" has the meaning set forth in Section 2.2(c).

"Option Expiration Date" has the meaning set forth in Section 2.2(a)(i).

"Option Purchase Price" has the meaning set forth in Section 2.2(a)(i).

"Option Shares" has the meaning set forth in Section 2.2(a).

"Party" has the meaning set forth in the preamble hereto.

"Purchase Price" means (i) the First Purchase Price, in the case of the First Closing Shares, (ii) the Second Purchase Price, in the case of the Second Closing Shares, and (iii) the Option Purchase Price, in the case of the Option Shares, if any, purchased upon exercise of the Option.

"Purchased Shares" has the meaning set forth in Section 2.1.

"Purchaser" has the meaning set forth in the preamble hereto.

"Purchaser Disclosure Schedule" has the meaning set forth in the preamble to Article IV.

"SEC" means Securities and Exchange Commission.

"Second Closing" has the meaning set forth in Section 2.1(b).

"Second Closing Shares" has the meaning set forth in Section 2.1(b).

"Second Purchase Price" has the meaning set forth in Section 2.1(b).

"Securities Act" means the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

"Seller" has the meaning set forth in the preamble hereto.

"Seller Compliance Certificate" has the meaning set forth in Section 2.3(a)(iii).

"Seller Disclosure Schedule" has the meaning set forth in the preamble to Article III.

"Shares" has the meaning set forth in the recitals hereto.

STOCK PURCHASE

Transactions. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth herein, Sellers agree to sell to Purchaser, and Purchaser agrees to purchase from Sellers, 340,388 of the Shares (the "Purchased Shares") for an aggregate purchase price of $723,324.50.

First Closing. The closing (the "First Closing") of the purchase and sale of 170,194 of the Purchased Shares (the "First Closing Shares"), for an aggregate purchase price of $340,388 (the "First Purchase Price"), as indicated for each Seller on Schedule A attached hereto under the column "First Closing," will take place at 11:00 a.m. Central, on October 15, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Second Closing. The closing (the "Second Closing") of the purchase and sale of 170,194 of the Purchased Shares (the "Second Closing Shares"), for an aggregate purchase price of $382,936.50 (the "Second Purchase Price"), as indicated for each Seller on Schedule A attached hereto under the column "Second Closing," will take place at 11:00 a.m. Central, on December 15, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Purchase Options.

Options. Purchaser shall have the right (the "Option"), but not the obligation, to purchase that number of Shares set forth opposite each Seller's name on Schedule A hereto under the column "Option," representing an aggregate of 170,194 Shares (the "Option Shares"), at any time on or before June 30, 2004 (the "Option Expiration Date"), for a purchase price of $2.75 per share (the "Option Purchase Price").

Exercise. Purchaser may exercise the Option by delivery of written notice to Sellers of its election to exercise the Option on or before the Option Expiration Date.

Option Closing. The closing of the purchase and sale of Option Shares pursuant to the exercise of the Option by Purchaser (an "Option Closing") will take place at 11:00 a.m. Central no later than ten (10) business days following the date of delivery to Sellers of Purchaser's notice of exercise pursuant to Section 2.2(b) above, at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree.

Closing Deliveries. At the First Closing, Second Closing and Option Closing, if any (each, a "Closing"):

each Seller will deliver to Purchaser:

all certificates representing the Shares owned by such Seller to be purchased at such Closing, duly endorsed (or accompanied by duly executed stock powers) for transfer to Purchaser;

a certificate executed by each Seller stating that (A) each of such Seller's representations and warranties in this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date, and (B) the conditions set forth in Articles VI and VII have been fulfilled (the "Seller Compliance Certificate"); and

the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Sellers on or prior to such Closing Date.

Purchaser will deliver to each Seller:

the Purchase Price for the Shares to be purchased from such Seller at such Closing, by wire transfer of immediately available funds to an account designated by such Seller;

a certificate executed by Purchaser stating that each of Purchaser's representations and warranties in this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date; and

the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Purchaser on or prior to such Closing Date.

Voting Rights; Irrevocable Proxy. From and after the First Closing until July 15, 2004, and effective solely in the event that the board of directors of the Company has approved the terms of this Agreement for purposes of Section 203 of the Delaware General Corporation Law (the "Board Approval"), the Parties agree that Purchaser alone shall exercise all voting rights with respect to any Option Shares owned by Sellers. Accordingly, each Seller hereby grants to Purchaser, effective as of the later of the First Closing Date and the Board Approval, an irrevocable special power of attorney to act as such Seller's attorney-in-fact to vote on behalf of such Seller, and to execute any resolution or consent evidencing such Seller's vote, approval or consent of any action submitted to the vote, approval or consent, and to execute on behalf of such Seller and deliver any documentation deemed necessary by Purchaser in connection with any matter or action to be taken in respect of the Option Shares, including, without limitation, taking action with respect to any matter submitted to the vote of the holders of Common Stock of the Company. Each Seller hereby agrees to execute all resolutions, consents, agreements and other documents deemed necessary by Purchaser to effect and/or evidence the foregoing, and Seller agrees not to raise any objection to any action so taken by Purchaser in respect of the Option Shares. Each Seller hereby waives any appraisal rights or rights to dissent under applicable Legal Requirements arising due to such Seller's ownership of any Option Shares. Notwithstanding the foregoing, in the event that the Second Closing is not consummated on or before December 15, 2003, and the date of such Second Closing has not been extended by the mutual agreement of the Parties, then the proxy set forth in this Section 2.5 shall terminate and be of no further force or effect.

REPRESENTATIONS AND WARRANTIES OF SELLERS.

Each Seller jointly and severally represents and warrants to Purchaser as of the date of this Agreement and as of each Closing Date that, except as otherwise set forth on the Seller Disclosure Schedule attached hereto (the "Seller Disclosure Schedule"):

Organization; Corporate Authority; Good Standing.

Seller, if not an individual, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to conduct its business as it is now being conducted, and to own or use the properties and assets owned or used by it. Such Seller, if not an individual, is not required to qualify to do business as a foreign corporation in any foreign state or jurisdiction for which qualifications have not been filed and approved.

Seller, if an individual, has full power to execute and deliver this Agreement and to perform his or her obligations hereunder.

Authority; No Conflict.

Upon the execution and delivery by Seller of the Transaction Documents to which Seller is a party, each such Transaction Document will constitute the legal, valid and binding obligation of Seller, enforceable against the Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Seller will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of the Transaction Documents or the consummation or performance of any of the Contemplated Transactions, and neither the execution and delivery of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

contravene, conflict with or result in a violation of (A) if Seller is not an individual, any provision of its organizational documents, (B) if Seller is not an individual, any currently effective resolution adopted by its board of directors, its shareholders and/or any other governing body of such Seller or (C) any Legal Requirement or any Order to which it or any of the assets owned or used by it is subject;

contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to its business or any of the assets owned or used by it;

contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract, or result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by it.

Title to Shares. Seller is and will be (i) on the First Closing Date the record and beneficial owner and holder of the Shares (including both the First Closing Shares, Second Closing Shares and the Option Shares) set forth opposite Seller's name on Schedule A hereto, (ii) on the Second Closing Date the record and beneficial owner and holder of the Second Closing Shares and the Option Shares set forth opposite Seller's name on Schedule A hereto, and (iii) on the Option Closing Date, if any, the record and beneficial owner and holder of the Option Shares set forth opposite Seller's name on Schedule A hereto, in each case free and clear of all Encumbrances other than any restrictions on transfer under applicable federal or state securities laws or under the Transaction Documents. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares other than any restrictions on transfer under applicable federal or state securities laws. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no oral or written agreements relating to the issuance, sale or transfer by Seller of any right or interest in the Shares.

Legal Proceedings; Orders.

There is no pending Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Seller, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.

There is no Order to which Seller, or any of the assets owned or used by Seller, is subject that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions.

Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company.

Company Transactions. Neither Seller nor any Person related to Seller is a party to or bound by any Contract with respect to a Company Transaction other than this Agreement and the other Transaction Documents, and the Seller and all Persons related to Seller have terminated all discussions with third parties regarding Company Transactions. Neither Seller nor any Person related to Seller has or may acquire any rights under, or is bound by or has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company. Neither Seller nor any shareholder, director, officer, employee or other Person related to Seller is indebted to the Company, nor is the Company indebted (or committed to make loans or extent or guarantee credit) to any of them. None of such persons has any direct or indirect ownership interest in any Person with which the Company is affiliated or with which the Company has a busines s relationship, or any Person that competes with the Company, except for stock in a publicly traded company owned by such persons representing less than five percent (5%) of the outstanding capital stock of such company.

Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the Contemplated Transactions based on any arrangement or agreement binding upon Seller. Seller shall pay, and hold Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

Disclosure. No representation or warranty of Seller in this Agreement and no statement in the Seller Disclosure Schedule or any instrument, certificate or document delivered in connection with the Contemplated Transactions contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact known to Seller that has specific application to either Seller or the Company (other than general economic or industry conditions) and that could have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Sellers as of the date of this Agreement and as of each Closing Date that, except as set forth on the Purchaser Disclosure Schedule attached hereto (the "Purchaser Disclosure Schedule"):

Organization; Corporate Authority; Good Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Authority. Upon the execution and delivery of the Transaction Documents, each of the Transaction Documents will constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the Contemplated Transactions based on any arrangement or agreement binding upon Purchaser. Purchaser shall pay, and hold Seller harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

Disclosure. No representation or warranty of Purchaser in this Agreement and no statement in the Purchaser Disclosure Schedule or any instrument, certificate or document delivered in connection with the Contemplated Transactions contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

COVENANTS

Best Efforts. Until the first to occur of (y) the Option Closing Date (if Purchaser exercises the Option) and (z) the Option Expiration Date, each of the Parties will use its reasonable Best Efforts to take all actions and do all things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the conditions set forth in Articles VI and VII); provided, that nothing set forth herein shall obligate Purchaser to exercise either Option hereunder.

Required Approvals. As promptly as practicable after the Effective Date, each Seller will, and together with Purchaser, will use its reasonable Best Efforts to cause the Company to, make all filings required by Legal Requirements to be made by them in order to consummate the Contemplated Transactions. Each Seller will, and together with Purchaser, will use its reasonable Best Efforts to cause the Company to, (a) cooperate with Purchaser with respect to all filings that Purchaser elects to make or is required by Legal Requirements to make in connection with the Contemplated Transactions, (b) give required notices to third parties, (c) obtain any required third party consents and (d) take any actions reasonably requested by a third party, in each case, in connection with the Contemplated Transactions.

Notification. Until the first to occur of (y) the Option Closing Date (if Purchaser exercises the Option) and (z) the Option Expiration Date, each Party will give prompt written notice to the other Parties (a) if it becomes aware that any representation or warranty made by such Party herein as of the Effective Date has, to the best Knowledge of such Party, subsequently become untrue, (b) of the beach of any covenant hereunder by any Party and (c) of any other material development that in its reasonable judgment adversely affects its ability to consummate the Contemplated Transactions.

Exclusivity. Until the first to occur of (x) the Option Closing Date (if Purchaser exercises the Option), (y) the Option Expiration Date, and (z) the failure to consummate the Second Closing on or before December 15, 2003 or such later date as is agreed upon by the Parties, each Seller agrees that it shall not, directly or indirectly, (a) submit, solicit, initiate, encourage, vote for or consent to any proposal or offer from any Person or enter into any Contract or accept any offer relating to any (i) reorganization, liquidation or recapitalization of the Company, (ii) merger or consolidation involving the Company, (iii) purchase or sale of any assets or capital stock (other than a purchase or sale of equipment in the Ordinary Course of Business) of the Company or (iv) similar transaction or business combination involving the Company or the assets of the Company (each of the foregoing actions described in clauses (i) through (iv), a "Company Transaction"), or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt to do or seek to do any of the foregoing.

Actions with Respect to Shares. Until the first to occur of (y) the Option Closing Date (if Purchaser exercises the Option) and (z) the Option Expiration Date, each Seller agrees that it will not (a) sell, redeem, convert, assign, exchange, transfer, pledge or otherwise dispose of any of Seller's right, title and interest in and to any of the Shares, except as expressly permitted by this Agreement, or (b) enter into any other transaction or Contract with the Company without Purchaser's prior written consent, which written consent may be withheld in Purchaser's sole discretion.

Exchange Act Filings. Each Party shall make all filings as and when required to be made with the SEC pursuant to the Exchange Act as a result of the execution of this Agreement and the consummation of the Contemplated Transactions. Without limiting the foregoing, the Parties shall make the following filings:

all filings required pursuant to Section 16(a) of the Exchange Act, including, without limitation, any Form 3 Initial Statement of Beneficial Ownership of Securities required to be filed by Purchaser and its affiliates and any Form 4 Statement of Changes in Beneficial Ownership required to be filed by Sellers; and

all filings required to pursuant to Rule 13(d)-1(a) of the Exchange Act, including, without limitation, any Schedule 13D required to be filed by Purchaser and/or Sellers.

CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE

Each Party's obligation to take the actions required to be taken by such Party at the First Closing, the Second Closing, and the Option Closing, if any, is subject to the satisfaction, at or prior to such Closing, of each of the following conditions (any of which may be waived by it in writing, in whole or in part):

Accuracy of Representations. All of the other Party's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate as of the Effective Date, and must be accurate as of such Closing Date as if made on such Closing Date.

Performance.

All of the covenants and obligations that the other Party is required to perform or to comply with pursuant to this Agreement at or prior to such Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with.

Each document required to be delivered by the other Party pursuant to Section 2.3 must have been delivered, and each of the other Party's covenants and obligations contained in this Agreement must have been performed and complied with.

No Proceedings. There must not be pending against such Party, or against any Person affiliated with such Party, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Prohibition. Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause the Party or any Person affiliated with the Party to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order, or (b) any Legal Requirement or Order that has been published, introduced, or otherwise proposed by or before any Governmental Body.

CONDITION PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE

In addition to the conditions set forth in Article VI, Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the First Closing and the Second Closing is subject to the satisfaction, at or prior to the such Closing, of each of the following conditions (any of which may be waived in writing by Purchaser, in whole or in part):

No Claim Regarding Stock Ownership or Sale Proceeds. There must not be pending any claim by any Person against the Company or Seller asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Shares, or (b) is entitled to all or any portion of the consideration payable for the Shares.

Material Adverse Effect. There shall not have occurred or be reasonably expected to occur any Material Adverse Effect.

Other Stock Purchase Transactions.

Purchaser and George K. Broady ("Broady") shall have entered into a definitive, binding agreement (the "Broady Purchase Agreement"), satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 775,000 shares (the "Broady Shares") of Common Stock owned by Broady;

Purchaser, Strategic Resources Ltd., John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier shall have entered into a definitive, binding agreement (the "Additional Purchase Agreement"), satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 226,350 shares (the "Additional Shares") of Common Stock; and

all conditions precedent to the obligations of Purchaser to purchase the Broady Shares and the Additional Shares and perform all of its obligations under the Broady Purchase Agreement and the Additional Purchase Agreement shall have been satisfied or waived by Purchaser in writing.

Resignation of Directors. The size of the board of directors of the Company shall be five (5) directors, and there shall be at least one vacancy on the board of directors of the Company as a result of the resignation of at least one director in accordance with the Company's bylaws, such resignation to be effective upon or prior to the consummation of such Closing.

Approval of Board of Directors. The Company shall have delivered copies certified as true, correct and complete by the Secretary of the Company of resolutions (in a form reasonably satisfactory to Purchaser and its counsel) duly adopted by the board of directors of the Company appointing at least one Person designated by Purchaser to the Company's board of directors in accordance with the Company's bylaws.

Operation of Business. The Company will not have since the Effective Date (a) entered into any transaction, arrangement or Contract except on an arm's-length basis in the Ordinary Course of Business, (b) increased any officer's or employee's compensation, incentive arrangements or other benefits out of the Ordinary Course of Business, (c) redeemed, purchased or otherwise acquired, directly or indirectly, any of the Company's issued and outstanding capital stock or equity interests, or any outstanding rights or securities exercisable or exchangeable for or convertible into capital stock of the Company, (d) amended its certificate of incorporation or bylaws, or (e) submitted, solicited, initiated, voted for or consented to any proposal or offer from any Person or entered into any Contract or accepted any offer relating to, any Company Transaction.

Proceedings. All corporate and other required or necessary to be taken by the Company or Sellers in connection with the Contemplated Transactions shall have been taken at or prior to such Closing and all documents incident thereto shall be satisfactory in form and substance to Purchaser and its counsel.

Filings. The Company and Sellers shall have made all filings required to be made by the Company and Seller under all applicable Legal Requirements, including, without limitations, federal and state securities laws, to consummate the Contemplated Transactions.

Consents and Approvals. All Consents and Governmental Authorizations by any Governmental Body or other Person that are required for the consummation of the Contemplated Transactions or in order to prevent a breach of, or default under, or a termination, change in the terms or conditions or modification of, any Contract to which the Company or any Seller is a party, will have been obtained on terms and conditions satisfactory to Purchaser.

Capital Structure. Between the Effective Date and such Closing Date, the Company will not have issued or entered into any Contract to issue any shares of its capital stock or options, warrants or securities convertible into or exercisable for shares of its capital stock other than shares issuable upon the exercise of options, warrants or securities convertible into or exercisable for shares of its capital stock that are outstanding as of the Effective Date or granted prior to Closing under existing option plans on an arm's-length basis in the Ordinary Course of Business.

Closing Documents. At such Closing, each Seller shall have delivered to Purchaser all of the following documents:

a Seller Compliance Certificate;

copies of all third party and governmental Consents and filings required in connection with the consummation of the Contemplated Transactions (including, without limitation, all blue sky filings and waivers of all preemptive rights and rights of first refusal); and

such other documents relating to the Contemplated Transactions as Purchaser or its counsel may reasonably request.

TERMINATION

Termination Events. This Agreement may, by notice given prior to the Option Closing Date (if any) or the Option Expiration Date (if not exercised), be terminated:

by either (y) Purchaser or (z) Sellers owning a majority of the Shares owned by all of the Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non-breaching Party;

by either (y) Purchaser or (z) Sellers owning a majority of the Shares owned by all Sellers if any of the conditions in Article VI has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;

by Purchaser if any of the conditions in Article VII has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;

by mutual consent of Purchaser and Sellers owning a majority of the Shares owned by all Sellers;

by either Purchaser or Sellers (by action of Sellers owning a majority of the Shares owned by all Sellers) if the First Closing has not occurred on or before October 30, 2003, or such later date as the parties may agree upon; or

by Purchaser upon the occurrence of an event of default under any of (i) that certain Note Secured by Stock Pledge Agreement, dated as of even date herewith, by Seller in favor of Danny W. Mills, (ii) that certain Stock Pledge Agreement, dated as of even date herewith, by and between Seller and Danny W. Mills, and (iii) any documents or instruments ancillary thereto.

INDEMNIFICATION; REMEDIES

Survival; Right to Indemnification not Affected by Knowledge. All representations, warranties, covenants, and obligations in this Agreement and the certificates and other Transaction Documents delivered pursuant to Section 2.3 will survive until twelve (12) months following the Option Expiration Date; provided, the representations, warranties and covenants made under Section 3.3 (Title to Shares) shall survive indefinitely. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or before or after any Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition ba sed on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants and obligations.

Indemnification. Subject to the limitations set forth in Section 9.3 below, the Sellers, on a joint and several basis, and Purchaser (in either such case, the "Indemnifying Party") will indemnify and hold harmless the other Party and its respective representatives, shareholders, controlling persons and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any Breach of any representation, warranty, covenant or agreement made by the Indemnifying Party in this Agreement or any Transaction Document (including the schedules and exhibits attached hereto or thereto). The remedie s provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to the Parties.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of co unsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the def ense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent fro m the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Payment of Indemnification Damages. Any payment pursuant to a claim for indemnification shall be made not later than thirty (30) days after receipt by the Indemnifying Party of written notice from the Indemnified Person stating the amount of the claim, unless the claim is subject to a defense as provided in Section 9.3, in which case payment shall be made not later than thirty (30) days after the amount of the claim is finally determined. Any payment required under this Section 9.4 shall bear interest at the rate of eighteen percent (18%) per annum, or, if less, the maximum rate permitted by applicable usury laws from the date that the Indemnified Person incurred the Damages for which indemnification is sought. Interest on any unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall reimburse the other Party for any and all costs and expenses of any nature or kind whatsoever (in cluding, without limitation, all attorneys' fees) incurred in seeking to collect such Damages following repeated refusal by the owing Party to pay such Damages and the non-existence of any good faith defense to payment.

Limitation on Indemnification. Anything to the contrary in this Article IX notwithstanding, in no event shall the aggregate liability of Sellers (collectively) under this Article IX exceed the aggregate amounts received by Sellers (collectively) for the purchase of their Shares pursuant to this Agreement.

GENERAL PROVISIONS

Expenses. Except as otherwise expressly provided in this Agreement, each Party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel and representatives, and accountants unless such Party is entitled to indemnification therefore pursuant to Article IX above.

Confidentiality. Purchaser and Sellers will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of Purchaser, Sellers and the Company to maintain in confidence, any written, oral, or other information obtained in confidence from another party or from Purchaser, Sellers or the Company in connection with this Agreement or the Contemplated Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions, or (c) the furnishing or use of such information is required by or necessary in connection with legal Proceedings.

Press Releases and Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement or the Contemplated Transactions (other than those required by applicable Legal Requirements or by Order), nor instruct or cause any other Person (including, without limitation, the Company) to effect the same without the express written consent of the other Party.

Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of transmission), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

if to Sellers:

to the address set forth below each Seller's name on Schedule A hereto;

if to Purchaser:

Solico International, Inc.

922 Isom

San Antonio, Texas 78216

Attn: J. Collier Sparks

with a copy (which shall not constitute notice) to:

Andrews & Kurth L.L.P.

111 Congress Avenue

Suite 1700

Austin, Texas 78701-4069

Attn: Carmelo Gordian

Telecopy: (512) 320-9292

Governing Law; Jurisdiction; Service of Process. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Texas, U.S.A. and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of Texas, U.S.A. applicable to contracts entered into and performed entirely therein. The Parties hereby agree that any dispute which may arise between or among them in connection with this Agreement shall be adjudicated before a court located in San Antonio, Texas, and they hereby submit to the exclusive personal jurisdiction of the courts of the State of Texas located in San Antonio, Texas and of the federal district courts in or for disputes arising in San Antonio, Texas with respect to any action or legal Proceeding commenced by any Party. Each of the Parties irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the ven ue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum. Each of the Parties hereby consents to the service of process in any such action or legal Proceeding on any party anywhere in the world.

Further Assurance. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

Waiver. Except to the extent otherwise specified in this Agreement, the rights and remedies of the Parties hereto are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given ; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

Entire Agreement and Modification. This Agreement and the schedule and exhibits attached hereto, together with the other Transaction Documents, supersedes all prior agreements between the parties with respect to its subject matter (including, without limitation, the letter agreement dated as of August 1, 2003) and constitutes (along with the other Transaction Documents) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

Schedules. The disclosures in the Seller Disclosure Schedule and Purchaser Disclosure Schedule hereto, each of which are incorporated into this Agreement by this reference and made a part hereof, relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. Sellers and Purchaser may revise or supplement the Seller Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or otherwise amend or modify its representations and warranties hereunder, at any time at or prior to the First Closing Date and any subsequent Option Closing Date to reflect information that came into existence after the Effective Date and that would have been required to be disclosed on such schedules or reflected in such representations or warranties if such information was in existence as of the Effective Date; it being understood that prior to the First Closing, each Party, as its sole remedy for the receipt of additional materially adverse information on the Disclosure Schedule of the other Party, shall be entitled to terminate this Agreement with the consequences specified in Section 8.2 above; provided, however, that such disclosure shall not cure any default or limit any liability resulting from a Breach of any covenants contained in this Agreement.

Assignments, Successors, and No Third-Party Rights. Seller may not assign any of its rights under this Agreement without the prior consent of Purchaser. Purchaser may assign its rights under this Agreement to any one or more affiliates or related Persons of Purchaser. Subject to the preceding sentences, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

SOLICO INTERNATIONAL, INC.,

a Texas corporation

By:

Name:

Title

Vance Campbell

Tom Campbell

CANTRELL PARTNERS

By:

Name:

Title

Lynn Kinney

Schedule A

Seller	First Closing		Second Closing		Option
Seller	Shares	Price	Shares	Price	Shares	Price
Vance Campbell ______________ ______________	53,973	$107,946	53,973	$121,439.25	53,973	$148,425.75
Tom Campbell ______________ ______________	66,750	$133,500	66,750	$150,187.50	66,750	$183,562.50
Cantrell Partners ______________ ______________	38,750	$77,500	38,750	$87,187.50	38,750	$106,562.50
Lynn Kinney ______________ ______________	10,721	$21,442	10,721	$24,122.25	10,721	$29,482.75
TOTAL	170,194	$340,388	170,194	$382,936.50	170,194	$468,033.50

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