8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K / A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2005

DREW INDUSTRIES INCORPORATED

Delaware	0-13646	13-3250533
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

200 Mamaroneck Avenue, White Plains, New York	10601
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(914) 428-9098

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

a) Reference is made to the press release dated May 25, 2005, the text of which is attached hereto as Exhibit 99.1, for a description of the events reported pursuant to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

10.1 Asset Purchase Agreement dated as of May 20, 2005, by and among Lippert Components Manufacturing, Inc., Banks Corporation, William P. Banks and John K. Banks.

10.2 Non-Competition Agreement dated as of May 20, 2005, by and between Lippert Components Manufacturing, Inc. and William P. Banks.

10.3 Non-Competition Agreement dated as of May 20, 2005, by and between Lippert Components Manufacturing, Inc. and John K. Banks.

10.4 Amendment to Asset Purchase Agreement by and among Lippert Components Manufacturing, Inc., Banks Corporation, William P. Banks and John K. Banks.

10.5 Contract for Purchase and Sale of Real Estate by and between Lippert Components Manufacturing, Inc. and Banks Enterprises, Inc.

Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DREW INDUSTRIES INCORPORATED

(Registrant)

By:         /s/ Fredric M. Zinn

Fredric M. Zinn

Executive Vice President and

Chief Financial Officer

Dated: July 18, 2005

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EX-10.1

Exhibit 10.1

ASSET PURCHASE AGREEMENT

AGREEMENT made this day ____ of May, 2005 by and among Lippert Components Manufacturing, Inc., a Delaware corporation, or its assignee (“Buyer”), Banks Corporation, an Indiana corporation (“Seller”) and William P. Banks and John K. Banks (collectively, the “Shareholders”).

W I T N E S S E T H

WHEREAS, the Shareholders own at least 88% of the issued and outstanding capital stock of Seller; and

WHEREAS, Buyer desires to purchase from Seller certain of the assets and properties, and the business, of the Venture Welding division of Seller, and to assume certain liabilities and obligations thereof, and Seller desires to sell said assets, properties and business to Buyer for the consideration and upon the terms and conditions hereinafter set forth,

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations and warranties herein contained, and subject to the conditions hereinafter set forth, the parties hereto agree as follows:

1. PURCHASE AND SALE OF ASSETS

1.1        Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer on the Closing Date (as hereinafter defined), and Buyer hereby agrees to purchase and acquire on the Closing Date, the following (collectively, the “Purchased Assets”):

(a)        the business of manufacturing frames and chassis for manufactured homes, modular homes, park units and commercial offices conducted by the Venture Welding division of Seller (the “Business”);

(b)        the tradename “Venture Welding,” and all derivatives thereof, and all other trademarks, trademark rights, tradenames, tradename rights, trade dress, brand names, service marks, patents (including, but not limited to, all patents relating to the cold camber process and the floor frame assembly), logos, copyrights, and all other intellectual rights and properties (and all applications with respect to all of the foregoing) owned or used by Seller, as set forth on Schedule “1.1(b)” hereto (the “Intellectual Properties”);

(c)        all licenses and license agreements pursuant to which Seller has the right to the use of any Intellectual Properties owned by third parties, and all licenses and license agreements pursuant to which Seller has authorized third parties to use any Intellectual Properties, set forth on Schedule “1.1(c)” hereto;

(d)        all product designs, plans, specifications and drawings relating to the Business, described on Schedule “1.1(d)” hereto;

(e) (Intentionally omitted);

(f)all inventory, consigned inventory, finished goods, work in process, raw materials and goods in transit, sold or used by the Business, as set forth (including the locations thereof) on Schedule “1.1(f)” hereto (the “Inventory”);

(g)all customers’ purchase orders, customers’ business and contracts, customer lists, suppliers, supplier lists and all written information, files, correspondence and documents to the extent relating to the Business (excluding the general business records of Seller to the extent not relating to the Business);

(h)all right, title, interest, obligation and liability of Seller, as lessee, with respect to the personal and real property leases set forth on Schedule “1.1(h)” hereto;

(i)all stationery, office supplies, catalogues, product descriptions, printing plates, advertising materials, forms and other similar supplies and materials to the extent used by the Business;

(j)all computer software and computer service agreements, to the extent used by the Business, set forth on Schedule “1.1(j)” hereto;

(k)all machinery, equipment, computers, molds, dies, vehicles, tools, furniture and fixtures (the “Equipment”) used in the Business, excluding the Excluded Assets (as hereafter defined) set forth (including the locations thereof) on Schedule “1.1(k)” hereto;

(l)all refunds, credits and rights of Seller to payment by third parties set forth on Schedule “1.1(l)” hereto; and

(m)all claims for insurance, and all proceeds thereof, relating to damage of or destruction to any of the foregoing.

1.2It is the intent of this Agreement that the Purchased Assets shall constitute all of the assets, properties and business (including, without limitation, all production methods, technology, manufacturing processes, distribution methods, sales methods, technical data, know-how and trade secrets) of Seller which are necessary or appropriate to enable Buyer to continue to conduct the Business as presently conducted by Seller, other than the Excluded Assets listed on Schedule “1.2” hereto.

1.3Seller hereby waives any and all vendor’s liens with respect to the sale of the Purchased Assets pursuant to this Agreement.

1.4Pursuant to a separate agreement with Seller, Seller shall sell to Buyer the land and buildings set forth on Schedule “1.4” hereto owned by Seller, and pursuant to separate agreements, the fee owners thereof, shall sell to Buyer the land and buildings set forth on Schedule “1.4” owned by third parties (collectively, the “Real Estate”).

2. LIABILITIES

2.1In partial consideration for the Purchased Assets, Buyer agrees to assume, pay, perform and discharge (i) only those obligations and liabilities of Seller relating to the

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Business set forth on Schedule “2.1” hereto, only in the amounts and pursuant to the terms set forth on Schedule “2.1” and (ii) all other obligations and liabilities of Seller of the same nature as appear on Schedule “2.1” arising in the ordinary course of the Business from April 2, 2005 to the Closing Date; provided, however, that only if such other obligations and liabilities do not, individually, or in the aggregate, result in a material adverse change in the financial condition or results of operations of the Business since April 2, 2005 (the “Assumed Liabilities”).

2.2Except as set forth on Schedule “2.1”, Buyer does not assume or agree to pay, perform or discharge any liability or obligation of Seller or the Shareholders of any nature whatsoever, whether known or unknown, direct or indirect, contingent or accrued, matured or unmatured, including, without limitation, any of the following liabilities or obligations of Seller or the Shareholders whether or not related to the Purchased Assets or the Business, which shall remain the sole liabilities and obligations of Seller and the Shareholders:

2.2.1Any obligations or liabilities of Seller or the Shareholders in respect of any Federal, state, local or foreign income, sales, franchise, excise, or any other taxes for the current or any other fiscal period, except accrued and unpaid payroll, personal property and real estate taxes;

2.2.2Any obligations or liabilities which are incurred in violation of any representation, warranty or covenant contained in this Agreement;

2.2.3Any obligations of Seller or the Shareholders to perform under this Agreement;

2.2.4Any cost, expense or tax liability of Seller or of the Shareholders incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby;

2.2.5Any obligations or liabilities of Seller or the Shareholders arising by reason of any default, breach, penalty or delinquency under any agreement, commitment or obligation of Seller or the Shareholders or to which any of Seller or the Shareholders is a party;

2.2.6Any obligations or liabilities of Seller or the Shareholders arising from any claim or demand based upon noncompliance with any applicable bulk sales or bulk transfer law with respect to any liabilities not included in the Assumed Liabilities;

2.2.7Any obligations or liabilities of the Shareholders whenever incurred, or any obligations or liabilities of Seller with respect to the Business, or otherwise, incurred on or after the date hereof;

2.2.8Any cost, expense or other obligations or liabilities of Seller or the Shareholders relating to current or future pension, retirement, profit sharing, bonus, group health insurance, group life insurance, or other similar plans for the benefit of Seller’s employees, except as set forth on Schedule “2.2.8” hereto and in Section 12.4 hereof;

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2.2.9Any obligations or liabilities relating to any collective bargaining agreement or other labor or union agreement or commitment, or any employee benefit arising thereunder;

2.2.10Any obligations or liabilities of Seller arising directly or indirectly from any failure or alleged failure of Seller to comply with any applicable statute, rule, decision, regulation or ordinance;

2.2.11Any obligations or liabilities of Seller under any contracts, agreements, commitments, or purchase orders for finished goods, raw materials or services in excess of $25,000, except as set forth on Schedule “2.2.11” hereto;

2.2.12Except with respect to existing loans relating to the Real Estate which Buyer may agree, in Buyer’s sole discretion, to assume, any obligations or liabilities of Seller or the Shareholders for amounts owing pursuant to bank loans or any other loans made to Seller or to the Shareholders;

2.2.13Any obligations or liabilities due from Seller to the Shareholders or their affiliates.

3. PURCHASE PRICE - CONSIDERATION FOR NON-COMPETITION - ADJUSTMENT

3.1In addition to the assumption by Buyer of the Assumed Liabilities, the purchase price (the “Purchase Price”) to be paid to Seller for all the Purchased Assets is Nineteen Million Five Hundred Seventy Five Thousand ($19,575,000) Dollars, less the purchase price for the Real Estate in an amount equal to the aggregate appraised value of the Real Estate (the “Real Estate Purchase Price”), less an amount equal to the outstanding balance on the Closing Date of Seller’s accounts receivable included in the Excluded Assets, and less the Non-Competition Payment defined in Section 3.2 hereof. The Purchase Price will be adjusted for the Working Capital Adjustment pursuant to Section 3.4, and shall be payable in accordance with Section 4 hereof.

3.2Buyer will pay to the Shareholders, in consideration for their agreements not to compete, the aggregate sum of Two Hundred Thousand ($200,000) Dollars (the “Non-Competition Payment”), in accordance with the terms and provisions of the Non-Competition Agreements between Buyer and the Shareholders in the form of Schedule “10.7” hereto (the “Non-Competition Agreements”), payable in accordance with Section 4 hereof.

3.3In addition to the Purchase Price, Buyer will pay to Seller an amount (the “Excess Inventory Payment”) equal to the fair market value of Seller’s inventory of hot-roll or sheet steel in excess of such inventory normally used by the Business in the ordinary course of business for a period of 2.1 months (the “Excess Inventory”).

3.4The Purchase Price shall be adjusted to reflect the increase or decrease in the net working capital of the Business during the period from April 2, 2005 to the Closing Date. For purposes of this Section 3.4, “Net Working Capital” shall be calculated (positive or negative) as follows: (i) Purchased Assets (excluding the Accounts Receivable and the Excess Inventory)

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classified as current in accordance with United States generally accepted accounting principles consistently applied in prior years (“GAAP”) minus (ii) Assumed Liabilities classified as current in accordance with GAAP. The Working Capital Adjustment shall be implemented in the following manner:

3.4.1Attached hereto as Schedule “3.4.1” is a statement reflecting Seller’s calculation of the Net Working Capital of the Business as at April 2, 2005 (the “Base Working Capital Statement”).

3.4.2Within thirty (30) days following the Closing Date, Seller shall deliver to Buyer a Working Capital Statement as of the Closing Date (“the Final Working Capital Statement”). The value of the Inventory (other than Excess Inventory) included in the Final Working Capital Statement shall be determined from a physical count of the Inventory conducted by Seller immediately prior to the Closing Date at which Buyer’s representatives shall be present.

3.4.3Within thirty (30) days following delivery of the Final Working Capital Statement, Buyer shall deliver to Seller in writing any objections which Buyer may have with respect to Seller’s calculation of the Net Working Capital of the Business reflected on the Final Working Capital Statement. If Buyer does not assert any objections within said thirty-day period, Buyer shall be deemed to have accepted Seller’s calculation; if Seller accepts Buyer’s objections, the Final Working Capital Statement shall be revised accordingly. Buyer and Seller shall attempt in good faith to resolve any disagreement with respect to the Final Working Capital Statement.

3.4.4If the Net Working Capital reflected on the Final Working Capital Statement, as approved by Buyer and Seller, is greater or less than the Net Working Capital reflected on the Base Working Capital Statement, Buyer will pay Seller, or Seller will refund to Buyer, as the case may be, an amount equal to the difference between the Net Working Capital reflected on the Base Working Capital Statement and the Net Working Capital reflected on the Final Working Capital Statement (the “Working Capital Adjustment”).

3.4.5Any dispute with respect to the Final Working Capital Statement or the Working Capital Adjustment which is not resolved by Buyer or Seller shall be resolved by an independent certified public accountant acceptable to Buyer and Seller, selected as promptly as practicable, who shall be instructed to perform his or her services as expeditiously as possible. The determination of the independent certified public accountant shall be final and binding on Buyer and Seller. All fees and expenses of the independent certified public accountant shall be shared equally by Buyer and Seller.

4. PAYMENT

Payments required by Section 3 hereof shall be made as follows:

4.1Payment of the Purchase Price, less (i) the Real Estate Purchase Price, (ii) the Non-Competition Payment and (iii) the Escrow Deposit, shall be made to Seller on the Closing Date by wire transfer of immediately available funds to the order of Seller; plus

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4.2Payment of the Real Estate Purchase Price shall be made to the sellers of the Real Estate on the Closing Date or as soon as practicable hereafter at such time as the documentation and other requirements in connection with each purchase and conveyance of the Real Estate are completed (the “Real Estate Transactions”); plus

4.3Payment of the Non-Competition Payment shall be made to the Shareholders on the Closing Date by wire transfer of immediately available funds to the order of the Shareholders in the aggregate amount of Two Hundred Thousand ($200,000) Dollars; plus

4.4Payment of the Escrow Deposit shall be made to the Escrow Agent (as both terms are defined in the Escrow Agreement) on the Closing Date by wire transfer of immediately available funds in the amount of Five Hundred Thousand ($500,000) Dollars to the order of the Escrow Agent, which shall be held in accordance with the Escrow Agreement by and among Seller, the Shareholders, and Buyer substantially in the form of Schedule “4.4” hereto (the “Escrow Agreement”); plus

4.5Payment of the Excess Inventory Payment shall be made to Seller by wire transfer of immediately available funds not more than five (5) business days after the Excess Inventory Payment is determined; plus

4.6Any payment of the Working Capital Adjustment required to be made pursuant to Section 3.4.4 shall be made, by wire transfer of immediately available funds not more than five (5) business days after the Final Working Capital Statement and the Working Capital Adjustment, if any, are determined.

5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER AND THE SHAREHOLDERS

Seller and the Shareholders hereby jointly and severally represent and warrant to and agree with Buyer that, except as otherwise set forth on Seller’s Disclosure Schedule:

5.1The copies of the Articles of Incorporation and By-Laws of Seller, each as amended to the date hereof, as delivered to Buyer, are true, correct and complete copies of such documents.

5.2Seller on the date hereof is, and on the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana; Seller on the date hereof has, and on the Closing Date will have, the corporate power and authority to own and/or lease its properties and to conduct its business in the manner and in the places where such properties are now owned, leased or operated or such business is now conducted.

5.3The books and records of the Business have been regularly kept and maintained by Seller in all material respects in conformity with GAAP applied on a basis consistent with prior years, and such books and records fairly and accurately reflect in all material respects the respective transactions of the Business to which it is a party, or by which its assets are bound; the principal books and records of the Business are maintained at 2220 Middlebury Street, Elkhart, IN 45616, and no portion of the books, records, systems, controls,

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data or information of, or pertaining to, the Business is recorded, stored, maintained, operated or otherwise wholly or partly held by any means (electronic, mechanical, computerized or otherwise) not under the exclusive ownership and control (including all means of access) of Seller.

5.4Schedule “5.4” hereto includes (i) unaudited Statements of Income for the Business (“Statements”) for the fiscal years ended September 28, 2002, September 27, 2003, October 2, 2004 and (ii) unaudited interim Statement for the five fiscal periods ended February 26, 2005 and the six fiscal periods ended April 2, 2005 and (iii) a Summary Schedule of Assets and Liabilities (the “SAL”), as of April 2, 2005 and October 2, 2004 which reflects the assets and liabilities of the Business as recorded on the books and records of the Business as of such dates, in each case, certified by the Chief Executive Officer and Chief Financial Officer of Seller as fairly stated in all material respects (hereinafter, together with supporting schedules thereto, all of the foregoing are collectively referred to as the “Financial Statements”). With respect to the Financial Statements, Seller and the Shareholders, jointly and severally represent and warrant to, and agree with, Buyer as follows:

5.4.1The Financial Statements are true and correct in all material respects, present fairly the results of the operations of the Business for the periods therein shown, and present fairly in all material respects the assets and liabilities of the Business; except as set forth on Seller’s Disclosure Schedule, the Financial Statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years.

5.4.2From April 2, 2005, to the date hereof, there has not been, and from the date hereof to the Closing Date, there will not be: (i) any material adverse change in the financial condition, results of operations, liabilities, suppliers, employees, or business relationships with customers, of the Business, or in the Purchased Assets; (ii) any damage, destruction or loss materially and adversely affecting the Purchased Assets or the Business, which damage, destruction or loss has not been fully insured against and with respect to which no insurance claim has been rejected or processed in a manner which would result in Buyer not receiving the proceeds or benefits thereof; (iii) any increase in compensation payable or to become payable to any of the employees of the Business or any bonus payment or similar arrangement made to or with any such employees, except for normal periodic salary increases and bonuses for such employees which are, in the aggregate, in the ordinary course of business; (iv) any mortgage, pledge or other encumbrance on, or sale, assignment, lease or transfer of, any of the Purchased Assets, except inventory sold in the ordinary course of business; (v) any obligation or liability (absolute or contingent) incurred, except current liabilities and obligations under contracts or commitments entered into in the ordinary course of business; (vi) any material transaction other than in the ordinary course of business; (vii) any waiver of a right of significant and substantial value; or (viii) any agreement or intention to do any of the foregoing, except as otherwise provided herein.

5.4.3(i) To the extent that failure to do so could have an adverse effect on the Business or on the Purchased Assets, prior to the Closing Date, Seller will have timely filed all tax reports and returns (the “Tax Returns”) (including, without limitation, all information returns required to be filed by virtue of Seller’s status as an “S Corporation” as defined in Subchapter S of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as

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amended (the “Code”)) which have become due for all taxable periods ending on or before the date hereof, and Seller or the Shareholders will have paid or withheld all taxes due to Federal, state or local taxing authorities required to be paid or withheld in respect of the periods covered by such Tax Returns; and all Federal, state and local Tax Returns filed by or on behalf of Seller were true and correct in all material respects when filed and no event has occurred subsequent to such filing which would require the filing of an amended or corrected Tax Return; (ii) Seller is not undergoing any tax audits, is not contesting any tax claimed to be due, and has not granted an extension of any statute of limitations, or similar law, to any taxing authority for the assessment of any taxes.

5.5Seller on the date hereof is, and on the Closing Date will be, the owner of, and has, and on the Closing Date will have, valid and marketable title to, all the Purchased Assets set forth on the SAL free and clear of all claims, liens, security interests, pledges and encumbrances whatsoever, other than as set forth on Seller’s Disclosure Schedule, except for those assets sold or otherwise disposed of in the ordinary course of business of Seller from April 2, 2005 to the Closing Date.

5.6After the Closing Date, Seller will promptly forward to Buyer all payments received directly by Seller with respect to the accounts receivable of the Business arising after the Closing Date and all related remittance advices in the possession of Seller; if Seller receives a payment from an account debtor which, in the aggregate, relates to the Business after the Closing Date and other businesses of Seller, Seller will promptly forward to Buyer that portion of the payment due to the Business and the related remittance advice in the possession of Seller. Any payment received by Seller from an account debtor which relates to an account receivable of the Business after the Closing Date shall be held in trust by Seller for the benefit of Buyer until such payment is remitted to Buyer.

5.7Excluding the Excess Inventory, each item of Inventory as set forth on Schedule “1.1(f)” and on the SAL and each item of Inventory owned by Seller with respect to the Business on the date hereof, and which will be owned by Seller on the Closing Date, has been, and will have been, acquired in the usual manner and in ordinary and customary amounts and quantities and at then prevailing market prices; each item of Inventory is stated on Schedule “1.1(f)” and on the SAL at the lower of cost or market; no person has or will have any lien on, or other interest in or claim to, the Inventory, or any part thereof; the Inventory is in good and marketable condition, is not obsolete, except to the extent reserved against on the SAL, and is of a quality and quantity usable and saleable at Seller’s current market prices for non-obsolete inventory in the ordinary course of the Business.

5.8To the best knowledge of Seller and the Shareholders, all buildings, offices and other structures, and all major machinery, tools, equipment, fixtures and other property of, or used by, the Business are in sufficiently good condition, repair and working order as are required for the conduct of the Business in the ordinary course of business without material remediation.

For purposes of this Agreement, the term “best knowledge” shall mean, with respect to Seller, the actual knowledge of any of Seller’s executive officers, and with respect to

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the Shareholders, the actual knowledge of any of the Shareholders, in each instance after reasonable inquiry.

5.9On the date hereof, Seller with respect to the Business does not have, and on the Closing Date will not have, any liabilities or obligations (direct or indirect, contingent or accrued) of whatever nature, whether arising out of contract, tort, statute or otherwise, including, without limitation, liabilities for Federal, state or local taxes of any kind incurred on or before the date hereof, except (i) liabilities and obligations set forth on Seller’s Disclosure Schedule; (ii) liabilities and obligations under the contracts, commitments and agreements referred to in Section 5.12 hereof; and (iii) liabilities of the same nature as appear on Schedule “2.1” incurred in the ordinary course of the Business from April 2, 2005 to the Closing Date which will not, individually or in the aggregate, result in a material adverse change in the financial condition or results of operations of the Business from that existing on April 2, 2005.

5.10Except as set forth on Schedule “5.10” hereto, the Business has not realized any items of non-recurring income that individually or in the aggregate exceeded $50,000 during the fiscal year ended October 2, 2004 or during the six month period ended April 2, 2005.

5.11Seller is not a party to any collective bargaining or other agreement with labor unions, labor representatives or any other employee groups with respect to the Business; Seller is not experiencing, and to Seller’s best knowledge there are not any facts or circumstances which would result in any labor troubles, work stoppages, slowdowns, or other labor matters which could interfere with or impair the Business; with respect to the Business, Seller has not received notice that it has committed any unfair labor practice and is not experiencing, and to Seller’s or the Shareholders’ best knowledge there are not any facts or circumstances which would result in, any current union organization efforts or negotiations or requests for negotiations, for any representation or any labor contract relating to its employees.

5.12With respect to the Business, Seller is not on the date hereof, and will not be on the Closing Date, a party to any:

5.12.1	lease of real property;
5.12.2	lease, license or other agreement affecting personal property;

5.12.3contract of employment or other outstanding contract with any officer, employee, agent, consultant, salesman, advisor, sales representative, manufacturer, supplier, customer, distributor or dealer, which, individually or in the aggregate, is material to the Business;

5.12.4 contract or commitment with respect to advertising services;

5.12.5other contract, commitment, understanding or instrument amounting to or involving more than $25,000.

All contracts, commitments, agreements or leases (including renewal options) listed on Seller’s Disclosure Schedule are on the date hereof, and will be on the Closing Date, in full force

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and effect without any material breach thereof by Seller or, to Seller’s or the Shareholders’ best knowledge, by any other party thereto; and the benefit to the Business, and the enforcement or validity of all such contracts, commitments, agreements or leases are not affected by the transactions contemplated by this Agreement. Accurate and complete copies of all such contracts, commitments, agreements and leases have been delivered to Buyer.

5.13Schedule “1.1(b)” hereto is a complete and correct list of all Intellectual Properties (and applications for any of the foregoing) owned or licensed by or to Seller with respect to the Business or otherwise utilized by Seller in the Business; except as set forth on Schedule “1.1(b)”, Seller is on the date hereof, and will be on the Closing Date, the lawful owner or licensee of all of the aforesaid, respectively, and has the exclusive, perpetual, royalty-free right to use the same in the conduct of the Business; no person has or will have any lien on, or other interest in or claim to, the Intellectual Property or any part thereof; except as set forth on Seller’s Disclosure Schedule, no proceedings have been instituted or are pending, and no claim or notice has been received, which challenge any rights in respect thereto or the validity thereof and none of the aforesaid is subject to any outstanding order, decree, judgment, stipulation or charge; the enforceability and validity of, and the obligations of the parties provided in, any agreement granting the aforesaid licenses or relating to the aforesaid Intellectual Properties are not affected by the transactions contemplated by this Agreement and no consent of any party thereto is necessary or required by the transactions contemplated by this Agreement; all renewal and maintenance fees due and payable in respect of each of the applications and registration listed on Schedule “1.1(b)” have been paid in full; except as set forth on Seller’s Disclosure Schedule, each patent included on Schedule “1.1(b)” is valid and enforceable; Seller is not infringing on any third person’s Intellectual Properties and no claim has been made, or notice received, alleging such infringement; on the Closing Date, Seller will, and will cause any other party to, assign to Buyer any right, title or interest which they have in and to any of the foregoing Intellectual Properties pursuant to a duly executed assignment in recordable form. Promptly after the Closing Date, Seller will cease doing business as “Venture Welding” and will file an amendment to its certificate of doing business to eliminate the name “Venture Welding.”

5.14There are on the date hereof, and there will be on the Closing Date, no claims, actions or proceedings at law or in equity pending against Seller or the Shareholders or, to the best knowledge of Seller or the Shareholders, threatened against Seller with respect to, or which could reasonably be expected to have an adverse affect on, the Business or any of the Purchased Assets before any Federal, state or municipal court or governmental commission, board or other administrative agency or any arbitration agency or “impartial chairman” wherein any unfavorable judgment, decision, ruling or finding would materially (which term is defined for the purposes of this paragraph as involving more than $10,000 and not fully covered by insurance) and adversely affect the Business or the Purchased Assets; neither Seller nor the Shareholders is aware of any facts, events or occurrences by reason of which any such claim, action, proceeding subpoena or investigation may be brought.

5.15Seller does not have, with respect to the Business, any group health insurance, group life insurance, current or future pension, retirement, profit sharing, bonus, or other similar obligations as defined in Section(3)(3) of the Employee Retirement Security Act of 1974, as amended, whether or not such plans or obligations are of a legally binding nature or are in the nature of informal understandings; Schedule “5.15” contains a complete description of all

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funds and accounts maintained in connection with all profit sharing plans or similar obligations; Seller is not required to file with the Pension Benefit Guaranty Corporation any notice of a reportable event arising out of the transactions contemplated herein with respect to any benefit plan of Seller for employees of the Business now in effect or to comply with other requirements of the Internal Revenue Service, Department of Labor and Pension Benefit Guaranty Corporation arising out of the transactions contemplated herein with respect to any such benefit plan.

5.16Neither Seller nor any affiliate or corporation or other entity, directly or indirectly, controlled by Seller or the Shareholders is on the date hereof, or will be on the Closing Date, engaged in any transaction with the Business, or any other transaction which would conflict or compete with the Business, or has any direct or indirect interest, owns, or has possession or the use of, any properties, assets or rights used by, or useful to, the conduct of the Business.

5.17Seller with respect to the Business is in compliance in all material respects with all terms of any instrument and any law, order, rule or regulation of the United States, or any state or political subdivision, or any agency thereof (including, but not limited to, the Occupational Safety and Health Agency and the Environmental Protection Agency and their equivalent state agencies) which are applicable to Seller with respect to the Business and the Purchased Assets, and no formal or informal complaint or order has been filed against Seller by or, to the best knowledge of Seller or the Shareholders, with any such agency with respect to the Business or the Purchased Assets; Seller is in compliance with all of the foregoing with respect to the Business and is not liable for any arrears, damages, taxes or penalties for failure to comply with any of the foregoing.

5.17.1The land and buildings owned, leased, occupied or operated by the Business, and, to the best knowledge of Seller and the Shareholders, the land and the buildings adjacent thereto, are not on the date hereof, will not be on the Closing Date, and have not been during the period the Business has been in its present locations, the site of any activity or condition (currently or during the period the Business has been in its present locations) which is in violation of Federal, state or local statutes, rules, regulations, ordinances, administrative orders or rulings relating to the protection of the environment or governing or prohibiting the storage, use, disposal or transport of pollutants, hazardous substances or toxic materials (as such terms are described in such statutes, rules, regulations, ordinances, orders or rulings).

5.18In respect of the Business, neither Seller, nor the Shareholders, nor any director, officer, agent, employee or other person associated with or acting on behalf of Seller or the Business, has used any corporate funds of Seller or the Business for unlawful contributions, gifts, entertainment or other unlawful expenses, or made any direct or indirect unlawful payment to government officials or employees from corporate funds, or established or maintained any unlawful or unrecorded funds, or received any payment, the receipt of which by Seller would be unlawful.

5.19Seller holds all governmental licenses, permits and other authorizations necessary for the conduct of the Business, and all such licenses, permits and other authorizations which can, by law, be assigned and transferred, will be duly assigned and transferred to Buyer in connection with the transactions contemplated herein. Seller’s Disclosure Schedule contains a

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true and complete list of all licenses, permits and authorizations held by Seller with respect to the Business setting forth the issuing entity and the subject matter thereof; all such governmental licenses, permits and other authorizations are valid and sufficient in all material respects for the Business, and neither Seller nor the Shareholders know of any threatened suspension, cancellation or invalidation of any such license, permit or other authorization or any threat of any proceeding for the suspension, cancellation or invalidation of any such license, permit or authorization; all products designed, manufactured or sold by the Business meet or exceed the requirements of any governmental or industry standards governing, or relating to, the design, manufacture or sale of Seller’s products.

5.20All open or unfilled purchase commitments and orders and all requirement contracts entered into by the Business have been to the date hereof, and will be from the date hereof to the Closing Date, entered into by the Business in the ordinary and usual course of the Business and at prevailing market prices or lower as of the date entered into.

5.21On the Closing Date, the Business will not have any customer which, for the fiscal year ended October 2, 2004 or for the six months ended April 2, 2005 accounted for more than ten (10%) per cent of the gross sales of the Business during either of such periods, and the Business did not have any such customer during such periods; the Business has not lost, or received indication that it will lose, any customer that accounted for more than five (5%) per cent of the gross sales of the Business during the fiscal year ended October 2, 2004 or for the six months ended April 2, 2005, or experienced any problems with any such customer which problems could reasonably be expected to result in a material interference with the continuing business relationship with the customer.

5.22Seller or the Shareholders have not received any claims for defects or breaches of warranty, existing or alleged, in connection with the manufacture or sale of products which were manufactured or sold by the Business which have not been resolved and are still outstanding.

5.23On the Closing Date there will be no bonuses in respect of work done prior to the Closing Date due to or expected by present or former employees of the Business not fully accrued on the SAL.

5.24Seller’s Disclosure Schedule contains a list and brief description of all policies of insurance maintained by Seller in respect of the Business; all premiums due to the date hereof on such insurance policies have been paid in full, and all such policies are currently in effect; no claim has been made against Seller with respect to any matter in connection with the Business which is or has been in the past covered by any insurance policy issued by any insurance company which, to the best knowledge of Seller or the Shareholders, at any time since the date of issuance of such policy has been in financial difficulty; all claims made against Seller with respect to the Business which are covered by insurance are being, and after the Closing Date to the best knowledge of Seller and the Shareholders, will be, defended by such insurance companies; within the past five (5) years, no insurance company has denied, or to the knowledge of Seller and the Shareholders, attempted to deny, coverage based upon any allegation that Seller has violated or breached the terms of coverage, or violated any law or regulation, or failed to meet any standards, governing or relating to the design, manufacture or sale of products by the

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Business. Seller’s Disclosure Schedule contains a description of each claim in excess of $10,000, or for an unspecified amount, pending on the date hereof.

5.25The execution and delivery of this Agreement, and the consummation of the transaction contemplated herein, have been duly authorized by the Board of Directors of Seller and by the shareholders of Seller, and no other corporate, directors’ or shareholders’ proceedings on the part of Seller are necessary to authorize this Agreement or the carrying out of the transactions contemplated herein; neither the execution of this Agreement nor the carrying out of the transactions contemplated hereby will constitute (with or without due notice or lapse of time or both) a default in, or result in any violation of, or be in conflict with, the terms of, any law, order, rule or regulation, or any contract, agreement, lease, license agreement, instrument, commitment or understanding applicable to Seller, the Shareholders, the Purchased Assets or the Business or, except as otherwise disclosed on Seller’s Disclosure Schedule or any Schedule annexed hereto, will require the consent of any party with respect thereto, or will result in the creation of any lien on or claim to any of the Purchased Assets; this Agreement, upon execution and delivery hereof by Seller and the Shareholders, will be the valid and binding obligations of such parties and will be enforceable against them in accordance with its terms, except as limited by applicable bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally.

5.26All persons who have executed this Agreement on behalf of Seller are the duly elected, qualified and acting incumbents of the corporate offices under authority of which they have purported to act, and each of them has been authorized by all necessary corporate action of Seller and the Shareholders to execute and deliver this Agreement on behalf of Seller and the Shareholders and to bind them to the engagements and obligations undertaken by them in this Agreement.

5.27No consent, approval or authorization of any governmental agency is required in connection with the execution and delivery of this Agreement by Seller and the Shareholders and consummation of the transactions contemplated herein.

5.28Until such date or dates as the Real Estate Transactions are consummated, Seller, and the fee owners of the Real Estate that is not owned by Seller, have agreed to lease to Buyer commencing on the Closing Date, the Real Estate occupied by the Business at the locations set forth on Schedule “1.4”, in accordance with the Lease Agreements between Buyer and Seller or such fee owners substantially in the form of Schedule “10.9” hereto (the “Leases”).

5.29Neither Seller nor the Shareholders are aware of any state of facts which could operate to prevent Buyer from carrying on the Business in the manner in which the Business is now being carried on, or which could render Buyer subject to any material liability or deprive it of any of the Purchased Assets, or which could have a material adverse effect upon the results of operations of the Business.

5.30No representation or warranty made by Seller or the Shareholders in this Agreement, or in any document, Schedule, certificate, Financial Statement or exhibit referred to in this Agreement contains, or will contain, any untrue statement of a material fact, or omits, or

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will omit, to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

5.31Seller has not divulged, prior to the date hereof, nor shall it divulge subsequent to the date hereof or the Closing Date, to any person, firm, association, corporation or other entity any proprietary information with respect to the Business known to it, including, but not limited to, production methods, manufacturing processes, sales methods, customer lists, technical data, know-how and other information, whether or not commonly regarded as proprietary information or trade secrets.

6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER

Buyer represents and warrants to and agrees with Seller and the Shareholders as follows:

6.1Buyer on the date hereof is, and on the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is licensed and qualified to do business in any other state or jurisdiction and in any foreign country in which its business requires such licensing or qualification; Buyer on the date hereof has the corporate power and authority to own and/or lease its properties and to conduct its business in the manner and in the placers where such properties are now owned, leased or operated or such business is now conducted.

6.2On the Closing Date, Buyer will enter into the Leases with respect to the Real Estate.

6.3The execution and delivery of this Agreement, and the consummation of the transactions contemplated herein, have been duly authorized by the Board of Directors of Buyer and no other corporate, directors’ or shareholders’ proceedings on the part of Buyer are necessary to authorize this Agreement or the carrying out of the transactions contemplated herein.

6.4This Agreement is the binding and valid obligation of, and is enforceable against, Buyer in accordance with its terms, except as limited by applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally.

6.5Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will violate, or constitute (with or without due notice or lapse of time or both) a default under, any agreement, instrument, indenture or understanding, to which Buyer is a party or by which it is bound, or under any law, order or decree, or any provision of the Certificate of Incorporation or By-Laws of Buyer.

6.6All persons who have executed this Agreement on behalf of Buyer are the duly elected, qualified and acting incumbents of the corporate offices under authority of which they have purported to act, and each of them has been authorized by all necessary corporate action of Buyer to execute and deliver this Agreement on behalf of Buyer and to bind Buyer to the engagements undertaken by it in this Agreement.

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6.7No representation or warranty made by Buyer in this Agreement, or in any document, instrument or certificate delivered or deliverable pursuant to the terms hereof contains, or will contain, any untrue statement of a material fact or omits, or will omit, to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

6.8After the Closing Date, Buyer will promptly forward to Seller all payments received directly by Buyer with respect to the accounts receivable of the Business arising before the Closing Date and all related remittance advices in the possession of Buyer; if Buyer receives a payment from an account debtor which, in the aggregate, relates to the Business after the Closing Date and before the Closing Date, Buyer will promptly forward to Seller that portion of the payment relating to the Business before the Closing Date and the related remittance advice in the possession of Buyer. Any payment received by Buyer from an account debtor which relates to an account receivable of the Business before the Closing Date shall be held in trust by Buyer for the benefit of Seller until such payment is remitted to Seller.

7. PRESERVATION OF BUSINESS ORGANIZATION - INTERIM PERIOD

Seller and the Shareholders, jointly and severally, represent and warrant to, and agree with, Buyer that commencing on the date hereof and ending on the Closing Date (the “Interim Period”):

7.1The Business will be conducted in the usual manner, the books and records of Seller will be regularly kept and maintained, and Seller, with respect to the Business, will use its best efforts to preserve its business organization intact, keep available the services of all of their present officers and employees, and preserve for the benefit of Buyer the present relationships and goodwill of suppliers, customers, clients and others having business relations with the Business.

7.2Seller will maintain its corporate existence and good standing in its state of incorporation and in the jurisdictions in which it is required to be qualified or licensed to conduct the Business.

7.3Seller with respect to the Business shall not enter into any contract or commitment or engage in any transaction not in the ordinary course of business and consistent with its past business practices, and shall not enter into any contract or commitment or engage in any transaction involving more than $25,000, without the prior written consent of Buyer.

7.4All buildings, offices, plants and other structures, and all the Purchased Assets and other property owned, leased, occupied or used by the Business, will be kept and maintained in as good condition, repair and working order as existing on the date hereof, reasonable wear and tear excepted, and Seller will duly observe and conform to all terms and conditions upon or under which any of its properties are held.

7.5Seller and the Shareholders will not knowingly do any act or omit to do any act, or knowingly permit any act or omission to act, which will cause a breach or default of any contracts, commitments or obligations with respect to the Business.

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7.6Seller and the Shareholders will not take nor cause to be taken any action which would make any of the representations or warranties made by them in this Agreement untrue or incorrect as of the Closing Date.

8. SURVIVAL OF REPRESENTATIONS

Notwithstanding any investigation or opportunity to investigate by or on behalf of Buyer, Seller or the Shareholders, all representations and warranties made in this Agreement or in any schedule, certificate, financial statement, exhibit or other document delivered or deliverable in connection with this Agreement, shall be in full force and effect and shall survive the consummation of the transactions contemplated herein for a period of twenty-four (24) months from the Closing Date, except that the representations and warranties made in Section 5.4.3 hereof shall survive to the end of any applicable statute of limitations period and the representations and warranties made in Section 5.17 hereof and the obligations contained in Sections 9.1(v) and 9.2(iii) hereof shall survive without limitation.

9. INDEMNIFICATION

9.1Seller and the Shareholders, jointly and severally, agree to and do hereby indemnify and hold harmless Buyer, its officers, directors, shareholders, subsidiaries, affiliates, agents and employees, and their successors and assigns, from and against any claims against Buyer, the Purchased Assets or the Business and against any other loss, cost, liability, damage or expense (including, without limitation, all expenses, reasonable attorneys’ fees and court costs) to Buyer as a result of or which involves (i) the inaccuracy of any representation or the breach of any warranty made by Seller or the Shareholders, or the failure of Seller or the Shareholders to perform any covenants or agreements of Seller or the Shareholders contained in this Agreement or in any other document or agreement delivered or deliverable pursuant hereto; (ii) any failure of Seller, prior to the Closing Date, to comply, with respect to the Business, with the terms of any instrument to which it is a party or with any applicable law, order, decision or regulation of any Federal, state (including, without limitation, qualification to do business and laws relating to bulk sales, bulk transfers and protection of the environment), municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign, having jurisdiction over them or their operations; (iii) any failure by the Shareholders to pay any taxes payable in connection with the sales, conveyances, assignments, transfers and deliveries of the Purchased Assets to Buyer hereunder; (iv) any claim arising prior or subsequent to the Closing Date for defects, breach of warranty, property damage, or personal injury, existing or alleged, in connection with the manufacture, sale, or use of products manufactured or sold by the Business prior to the Closing Date; and (v) any claim made by any former shareholder of Seller, or such shareholder’s heirs, administrators or legal representatives, relating to the sale of such shareholder’s shares of Seller’s capital stock or the sale to Buyer of the Purchased Assets.

9.2Buyer agrees to and does hereby indemnify and hold harmless Seller and the Shareholders, their officers, directors, shareholders, subsidiaries, affiliates, agents, and employees and their successors and assigns, from and against any claim against Seller or the Shareholders, and against any other loss, cost, liability, damage or expense (including without limitation, all expenses, reasonable attorneys’ fees and court costs) to Seller or the Shareholders as a result of or which involves (i) the inaccuracy of any representation or the breach of any

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warranty made by Buyer, (ii) the failure of Buyer to perform any covenants or agreements of Buyer contained in this Agreement or in any document or agreement delivered or deliverable pursuant hereto, (iii) violations of laws, regulations or orders relating to protection of the environment occurring as a result of the operation of the Business after the Closing Date, or (iv) any claim arising after the Closing Date for defects, breach of warranty, property damage, or personal injury, existing or alleged, in connection with the manufacture, sale, or use of products manufactured or sold by the Business after the Closing Date.

9.3Promptly after receipt by an indemnified party pursuant to the provisions of this Section 9 of notice of the commencement of any action or the assertion of any claim, such indemnified party will notify the indemnifying party, if a claim thereto is to be made against the indemnifying party. In the event that any action is commenced against an indemnified party by a third party, and the indemnified party promptly notifies the indemnifying party of the commencement thereof, the indemnifying party will have the option, exercisable by sending written notice to the indemnified party, within ten (10) days of receipt of the indemnified party’s notice, of either (i) approving the claim and paying the amount set forth in such notice; or (ii) assuming the defense of such action with counsel reasonably satisfactory to the indemnified party; and after notice from the indemnifying party to the indemnified party of its election to assume the defense of such action, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action, other than reasonable costs of investigation.

9.4Notwithstanding the foregoing, upon three (3) days notice to the indemnifying party, the indemnified party may immediately pay or discharge any claim, the non-payment of which would have an immediate and substantial adverse impact on the then existing business, property or assets of the indemnified party, and such payment or discharge shall not affect, and recovery thereof shall be subject to, the foregoing indemnities.

9.5The obligations of Seller and the Shareholders to indemnify pursuant to Sections 9.1 (i), (ii) and (iv) shall be applicable only if, and to the extent that, the aggregate of all losses, costs, liabilities, judgments, damages or expenses paid or incurred by Buyer exceeds Two Hundred Fifty Thousand ($250,000) Dollars, and shall not exceed, in the aggregate, fifteen (15%) percent of the Purchase Price; provided, however, that the obligations of Seller and the Shareholders to indemnify pursuant to Section 9.1 (iii) and (v) and with respect to tax liabilities referred to in Section 5.4.3 hereof shall be applicable to all losses, costs, liabilities, judgments, damages and expenses paid or incurred by Buyer.

9.6Notwithstanding anything to the contrary contained herein, if at any time Buyer becomes entitled to indemnification pursuant to Section 9.1 hereof, and is not reimbursed within thirty (30) business days of written notice, Buyer shall have the right, but not the obligation, to demand payment from the Escrow Fund as defined in the Escrow Agreement in an amount equal to such indemnification; provided, however, that Seller and the Shareholders shall remain liable to the extent that payment from the Escrow Fund does not result in complete indemnification.

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10. CONDITIONS TO OBLIGATIONS OF BUYER

The obligations of Buyer hereunder are, at the option of Buyer, subject to and conditioned upon the satisfaction, at or prior to the Closing Date, of each of the following conditions:

10.1All of the representations and warranties of Seller and the Shareholders contained herein or otherwise made in writing in connection with the transactions contemplated hereby shall be true and correct as of the Closing Date, except as otherwise resulting solely as a consequence of the transactions contemplated herein; and the Shareholders shall have complied with and performed all of the agreements and conditions on their part to be complied with or performed pursuant to this Agreement on or before the Closing Date.

10.2Buyer shall receive all of the documents required pursuant to Section 11 hereof.

10.3All actions, proceedings, instruments or documents required to carry out this Agreement or incidental thereto, and all other related legal matters, shall have been approved by counsel to Buyer, which approval shall not be unreasonably withheld.

10.4No litigation shall be pending or threatened to restrain or prohibit, or which otherwise relates to, any of the transactions contemplated hereby, the defense of which would, in the judgment of Buyer, involve expense or lapse of time which would be adverse to the interests of Buyer.

10.5Seller shall have obtained the consent of any other party to all leases, contracts and agreements to which Seller is a party with respect to the Business which are or may be terminable by such other party by reason of the consummation of the transactions contemplated hereby.

10.6Buyer shall have made the determination provided in Section 17.2 which shall be acceptable in all respects to Buyer in its sole discretion.

10.7Buyer and the Shareholders shall have entered into the Non-Competition Agreements substantially in the form of Schedule “10.7” hereto.

10.8William P. Banks, Jr. shall have furnished Buyer with a written understanding regarding non-competition.

10.9Buyer and the owners of the Real Estate shall have entered into the Leases substantially in the form of Schedule “10.9” hereto.

11. DELIVERIES OF SELLER

On the Closing Date, Seller will execute and deliver, or cause to be executed and delivered, to Buyer:

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11.1All conveyances, deeds, assignments of agreements, trademarks, and patent assignments, assignments of insurance claims, bills of sale, confirmations, powers of attorney, approvals, consents, agreements and any and all further instruments as may be necessary, expedient or proper in order to complete any and all conveyances, transfers and assignments herein provided for and to convey to Buyer such title to the Purchased Assets as Seller is obligated hereunder to convey;

11.2Certified copies of the resolutions adopted by the Board of Directors of Seller and the shareholders of Seller authorizing this Agreement and the transactions contemplated hereby;

11.3An opinion in form and substance satisfactory to the attorneys for Buyer, dated the Closing Date, of Lane & Waterman LLP, attorneys for Seller and the Shareholders, to the effect that:

(a)Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and is duly qualified to transact business, and is in good standing, in each other jurisdiction in which the failure to qualify would have a material adverse effect upon the Purchased Assets or the Business.

(b)Seller has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and all necessary directors’, shareholders’ and corporate action has been duly taken by Seller and the Shareholders to authorize the execution and delivery of this Agreement by Seller and the Shareholders and the carrying out by Seller and the Shareholders of the transactions contemplated hereby.

(c)This Agreement constitutes the legal, valid and binding obligations of Seller and the Shareholders and is enforceable against them in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency and other laws of general applicability affecting creditors’ rights and the application of general principles of equity.

(d)The instruments executed and delivered by Seller hereunder for the purpose of conveying, transferring and delivering to Buyer all of the Purchased Assets are valid and binding in accordance with their terms and, upon delivery thereof, will convey and transfer to Buyer good and marketable title to the Purchased Assets free of any liens, claims or encumbrances.

(e)To the knowledge of such counsel, neither the execution and delivery of this Agreement, nor the carrying out of the transactions contemplated hereby, will result in any material violation of, or be in material conflict with, any term of any material instrument or law applicable to Seller or the Shareholders, or will result in the creation of any lien on any of the Purchased Assets, other than any vendor’s lien which has been waived by Seller in this Agreement.

(f)Such counsel has no knowledge of any claims, actions, suits or proceedings, pending or threatened, against Seller or the Shareholders in any court or before any other governmental or quasi-governmental authority which would have a material adverse effect upon the Purchased Assets or the Business.

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11.4	The Escrow Agreement.
11.5	The assignments referred to in Section 5.13 hereof.
11.6	The Leases.
11.7	The Non-Competition Agreements.
11.8	A non-competition understanding from William P. Banks, Jr.

11.9Certificates dated not more than thirty days prior to the Closing Date from the appropriate authorities of the state in which Seller is incorporated as to its existence and good standing and as to the payment of any and all franchise and similar taxes due.

11.10An opinion in form and substance satisfactory to the attorneys for Buyer, dated the date hereof, of recognized patent and trademark counsel for Seller and the Shareholders, to the effect that:

(a)Schedule “1.1(b)” hereto is a complete and correct list of all Intellectual Properties (and applications for any of the foregoing) owned or licensed by or to Seller or otherwise utilized by Seller in the Business;

(b)except as set forth on Schedule “1.1(b)”, Seller is the lawful owner or licensee of all of the Intellectual Properties and has the exclusive, royalty-free right to use the same in the conduct of the Business;

(c)except as set forth on Seller’s Disclosure Schedule, to the knowledge of such counsel, no proceedings have been instituted or are pending which challenge any rights in respect thereto or the validity thereof and none of the aforesaid is subject to any outstanding order, decree, judgment, stipulation or charge;

(d)the enforceability and validity of, and the obligations of the parties provided in, any agreement granting the aforesaid licenses or relating to the aforesaid Intangible Properties are not affected by the transactions contemplated by this Agreement and no consent of any party thereto is necessary or required by the transactions contemplated by this Agreement; and

(e)except as set forth on Seller’s Disclosure Schedule, to the knowledge of such counsel, Seller is not infringing on any third person’s Intellectual Properties and no claim has been made, or notice received, alleging such infringement.

11.11	Release of Liens with respect to patents and all other Purchased Assets.
11.12	Possession of the Purchased Assets.

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12. CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller hereunder are, at the option of Seller, subject to and conditioned upon the satisfaction at or prior to the Closing Date of each of the following conditions:

12.1All of the representations and warranties of Buyer contained in this Agreement shall be true and correct as of the Closing Date and Buyer shall have complied with and duly performed all of the agreements and conditions on its part to be complied with or performed pursuant to this Agreement on or before the Closing Date.

12.2All actions, proceedings, instruments or documents required to carry out this Agreement or incidental thereto, and all other related legal matters, shall have been approved by the attorneys for Seller.

12.3Seller shall receive all of the documents required pursuant to Section 13 hereof.

12.4Buyer shall offer employment as of the date hereof to all of the employees of the Business other than those listed on Schedule “12.4” hereof. Subject to the requirements of Buyers Plans (as hereinafter defined), as soon as practicable after the Closing Date, Buyer shall in good faith use reasonable efforts to cause such employees employed as of the date hereof (the “Employees”) to be eligible to participate in the “employee welfare benefit plans” (as defined in Section 3(2) of ERISA of Buyer in which similarly situated employees of Buyer are generally eligible to participate from time to time (collectively, “Buyer Plans”). As soon as practicable following the Closing Date, Buyer shall in good faith use reasonable efforts to make available to the Employees Buyer’s 401(k) plan in accordance with the terms and provisions of such plan. Seller shall cause to be transferred to Buyer’s 401(k) plan, in cash, all of the individual account balances of the Employees under the 401(k) plan in which Employees now participate.

13. DELIVERIES OF BUYER

On the Closing Date, Buyer will execute and deliver, or cause to be executed and delivered, to Seller:

13.1Payment of the Purchase Price (including the Escrow Deposit) and the Non-Competition Payment in the manner provided in Section 4 hereof.

13.2 The Escrow Agreement.

13.3A copy of the resolutions adopted by the Board of Directors of Buyer, certified by the Secretary or Assistant Secretary of Buyer, authorizing and approving this Agreement and the transactions contemplated hereby.

13.4 An agreement pursuant to which Buyer assumes the Assumed Liabilities.

13.5With respect to any of the Real Estate Transactions that are not consummated on the date hereof, the Leases.

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	13.6	The Non-Competition Agreements.
14.	BROKERS

14.1Buyer and Seller each represent and warrant that no agent, broker, investment or commercial banker, person or firm acting on behalf of Seller or Buyer or under the authority of Seller or Buyer is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly in connection with the transactions contemplated herein.

14.2Seller and the Shareholders, and Buyer, each agree to indemnify and hold the other harmless from and against any loss, cost, damage, claim and expense which the other may sustain or which may be asserted against the other by reason of any other claim for compensation by any other person, firm or corporation introduced by the indemnifying party in connection with this Agreement and the transactions contemplated hereby.

15. CERTAIN FINANCIAL STATEMENTS - TAX RETURNS - DOCUMENTS TO BE FURNISHED

15.1Seller and the Shareholders agree to furnish or cause to be furnished to Buyer, and to assist Buyer, without cost or expense to Seller or the Shareholders, in the preparation of such financial statements of Seller and such other documents relating to the Business as may be required by Buyer in the preparation of any reports required to be filed by Buyer with any Federal, any state or other governmental regulatory agency, securities exchange or lender. Seller and the Shareholders further agree that Buyer and its representatives and accountants shall be given reasonable access to, and the right to examine and make extracts from, the books, records and files of Seller relating to the Business.

15.2Buyer shall give the Shareholders free access to the books, records and files of Seller relating to the Business and shall cooperate with the Shareholders in connection with the preparation by the Shareholders of tax returns for the period from December 31, 2004 to the Closing Date.

15.3Seller and the Shareholders agree to furnish or cause to be furnished to Buyer true and complete copies of all documents, instruments and agreements which are referred to in this Agreement or in any schedule or exhibit delivered or deliverable pursuant to the terms of this Agreement; provided, however, that neither the furnishing of such documents, instruments and agreements nor reference thereto shall be deemed to constitute assumption by Buyer of the liabilities and obligations contained therein, except as otherwise expressly provided in Section 2 hereof.

16. NON-COMPETITION - CORPORATE PROPERTY

16.1For a period of three (3) years from the Closing Date, Seller and the Shareholders will not, directly or indirectly, (A) undertake to perform services for, or render services to, or have any financial interest in, any business competitive to that of the Business. For the purpose hereof, a business shall be deemed competitive if it (i) is conducted in any geographic or market area in which Buyer or its affiliates is conducting the Business during the

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period covered by this Section 16.1 and (ii) involves the development, design, manufacture, marketing, or sale of any products or services developed, under development, designed, manufactured, sold or offered for sale by the Business on the Closing Date, or any products or services substantially similar thereto, or derived from, such products or services; and Seller or the Shareholders shall be deemed directly or indirectly to engage in such business if Seller or the Shareholders participate in such business, or in any entity engaged in or which owns, such business, as an officer, director, employee, consultant, partner, individual proprietor, manager, or as an investor who has made any loans, contributed to capital stock or purchased any stock; provided, however, that nothing contained herein shall prohibit Seller or the Shareholders from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Exchange Act of 1934, and if such investment does not exceed five (5%) of the issued and outstanding securities of the class of securities in which the investment is made; or (B) solicit any customer of the Business with respect to any products or services sold or offered by the Business.

16.2Seller and the Shareholders will not, at any time, (A) utilize the name “Venture Welding”, or utilize or divulge proprietary information (including, without limitation, all production methods, technology, manufacturing processes, customer lists, distribution methods, sales methods, technical data, know-how and trade secrets whether or not any of the foregoing are commonly regarded as proprietary information) or any patents, trademarks or other Intellectual Properties purchased hereunder including, but not limited to, that relating to the cold camber process and the floor frame assembly; or (B) directly or indirectly, engage in the development, design, manufacture, or sale of frames or chassis for manufactured homes, modular homes, park units, and commercial offices (the “Restricted Business”).

16.3Seller and the Shareholders will not (A) for a period of one (1) year from the Closing Date, permit any other person or entity to engage in the Restricted Business on any property owned by Seller or the Shareholders or their affiliates on the date hereof; or (B) for a period of two (2) years from the Closing Date, employ or solicit for employment any employee of Buyer or of the Business who was employed by Buyer after the Closing Date, provided, however, that Seller shall be permitted to (i) retain as an employee any employee of the Business who is not employed, or offered employment, by Buyer or who decline’s Buyer’s offer of employment including, but not limited to, John Hughes and Brian Elias, and (ii) employ any employee of the Business who responds to a general solicitation of employment if such employee was not directly solicited by, or on behalf of, Seller or the Shareholders; provided, however, that employment of any such employee by Seller pursuant to clauses (i) or (ii) of this Section 16.3 shall be in all respects in compliance with the restrictions contained in this Section 16.

16.4Seller and the Shareholders agree that all products, packaging, inventions, designs, creations, ideas, techniques, methods, or any portions thereof, or any improvements or modifications thereon, or any know-how or procedures related thereto, which relate to any products or services sold or offered by the Business or the Purchased Assets, conceived, invented, discovered or executed by Seller or the Shareholders prior to the Closing Date whether or not marketed or utilized by Seller, shall be the sole and exclusive property of Buyer, without additional compensation payable therefor, and have not been, and will not be, divulged,

23

published, revealed or made available to any person, firm, association, corporation or other entity, and by these presents Seller and the Shareholders hereby assign to Buyer any and all right, title and interest they have, or may have, therein. Neither Seller nor the Shareholders have retained copies of any documents, plans or papers evidencing any of the foregoing.

16.5Seller and the Shareholders acknowledge that their agreements and undertaking contained herein are valuable and unique and that in the event of a breach, or threatened breach, by any of them of the terms hereof, Buyer will not have an adequate remedy at law. Therefore, in the event of such breach or threatened breach, in addition to any other remedies Buyer may have, it shall be entitled to injunctive relief to enforce the provisions, or assert its rights pursuant to, this Agreement.

17. CLOSING – TERMINATION

The closing of the transactions contemplated herein (the “Closing” or the “Closing Date”) shall take place on May 20, 2005 or at such other time, and at such place, as Buyer and Seller shall mutually agree.

18. BULK SALES LAWS

18.1Seller and Buyer agree to waive compliance in all respects with the requirements of the bulk sales or bulk transfer laws of any jurisdiction’ which may be applicable to the transactions contemplated by this Agreement.

18.2Seller and the Shareholders hereby jointly and severally agree to indemnify and hold Buyer harmless from and against any and all claims, losses, damages, costs, expenses or liabilities which they may incur or be subjected to or which may be asserted against them by reason of Seller’s or the Shareholders’ failure to comply in any respect with the requirements of applicable bulk sales or bulk transfer laws with respect to any liabilities not included in the Assumed Liabilities.

19. ADDITIONAL PROVISIONS

19.1Seller, the Shareholders and Buyer shall each execute and deliver or cause to be executed and delivered to the other such further instruments, documents and conveyances and shall each take such other action as may be reasonably required to more effectively carry out the terms and provisions of this Agreement and the transactions contemplated hereby.

19.2Any and all sales or use taxes payable in connection with the sales, conveyances, assignments, transfers and deliveries of the Purchased Assets to Buyer hereunder shall be paid by the party who is responsible for such taxes in accordance with Indiana law, customs and practices.

19.3No notice, request, demand, instruction, or other document to be given hereunder to any party shall be effective for any purpose unless in writing and personally delivered, or delivered by commercial overnight delivery service, or sent by certified or registered mail, return receipt requested, to the appropriate address, or transmitted by telecopier to the number provided herein. Notices sent via commercial overnight delivery service shall be

24

deemed to have been given the next business day after deposit with the commercial delivery service. Notices that are transmitted via telecopier shall be deemed to have been given the business day transmitted, if transmitted before 3:00 p.m. recipient’s time, and on the next business day, if transmitted after 3:00 p.m. recipient’s time, as evidenced by a telecopier confirmation of successful transmission. The addresses and telecopier numbers for the purposes of this paragraph may be changed by giving written notice of such change in the manner herein provided for giving notice. The initial address and telecopier numbers for notice are as follows:

To Buyer:	Lippert Components, Inc. 2766 College Avenue Goshen, IN 46528 Phone: (574) 535-2085 Fax: (574) 535-2091 Attention: Jason D. Lippert, President and Chief Executive Officer
	– copy to –
	Drew Industries Incorporated 200 Mamaroneck Avenue White Plains, NY 10601 Phone: (914) 428-9098 Fax: (914) 428-4581 Attention: Harvey F. Milman, Vice President- Chief Legal Officer
To Seller:	Banks Corporation 426 N. Main Street Elkhart, IN 46516 Attention: William P. Banks, President Phone: (574) 389-5402 Fax: (574) 389-5403
	– copy to –
	Lane & Waterman LLP 220 N. Main St., Ste. 600 Davenport, IA 52801 Phone: (563) 333-6608 Fax: (563) 324-1616 Attention: C.D. Waterman, III, Esq.

19.4This Agreement shall be binding upon and inure to the benefit of Seller, the Shareholders and Buyer and their respective successors, assigns, heirs and legal representatives. This Agreement shall not be assignable by Seller or the Shareholders without the prior written consent of Buyer.

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19.5This Agreement constitutes the entire agreement among the parties and there are no terms other than contained herein; this Agreement cannot be changed or terminated orally; no waiver of any breach of any provision of this Agreement to be performed shall be deemed a waiver of a breach of a similar or dissimilar provision at the same time or any prior or subsequent time or of the provision itself.

19.6In the event that any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

19.7This Agreement shall be governed by the internal laws of the State of Indiana without giving effect to principles of conflicts of law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court located in Elkhart, Indiana over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives to the fullest extent permitted by law (i) the right to a trial by jury; (ii) any objection that they may now or hereafter have to the venue of any such suit, action or proceeding brought in any such court; or (iii) any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Final judgment in any suit, action or proceeding brought in any such court shall be conclusive arid binding upon each party duly served with process therein and may be enforced in the courts of the jurisdiction of which either party or any of their property is subject, by a suit upon such judgment.

19.8This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall be deemed to be one and the same instrument.

19.9Whether or not the transactions contemplated herein are consummated, each of parties hereto shall be solely liable for the fees and expenses incurred by such party’s attorneys, accountants and other representatives in connection with the preparation of this Agreement, the documents deliverable hereunder and any investigation or examination authorized herein.

19.10In the event of any proceeding involving a claim or dispute arising under this Agreement, the prevailing party (by motion, on the merits, or otherwise) shall be entitled to recover, in addition to any remedy awarded in such proceeding, all costs and expenses, including actual attorneys fees, incurred by the prevailing party in such proceeding.

19.11The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

ATTEST:	LIPPERT COMPONENTS MANUFACTURING, INC.
________________________________	By:_________________________________
ATTEST:	BANKS CORPORATION
________________________________	By:_________________________________
WITNESS: ________________________________ ________________________________	SHAREHOLDERS: ____________________________________ William P. Banks ____________________________________ John K. Banks

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EX-10.2

Exhibit 10.2

NON-COMPETITION AGREEMENT

AGREEMENT made this ____ day of May, 2005, by and between Lippert Components Manufacturing, Inc., a Delaware corporation (the “Company”), and William P. Banks (“WPB”).

W I T N E S S E T H :

WHEREAS, pursuant to an Asset Purchase Agreement (the “Purchase Agreement”), dated the date hereof, to which the Company, Banks Corporation (“Banks”) and WPB are parties, the Company acquired the assets, liabilities and business (the “Acquisition”) of the Venture Welding business (the “Business”) of Banks (capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and

WHEREAS, WPB is a principal shareholder of Banks and has had extensive experience with the Business to be conducted by the Company, and

WHEREAS, as an additional inducement for the Company to enter into the Purchase Agreement and consummate the Acquisition, WPB has agreed to certain restrictions on his ability to compete with the Company, and the Company informed WPB that it would not consummate the Acquisition unless WPB entered into this Agreement with the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and subject to the conditions hereinafter set forth, it is agreed as follows:

1. Term

This Agreement shall continue for the term (the “Term”) commencing on the date hereof and ending on the third (3^rd) anniversary of the date hereof.

2. Non-Competition – Corporate Property

2.1        During the Term, WPB will not, directly or indirectly, (A) undertake to perform services for, or render services to, or have any financial interest in, any business competitive to that of the Business. For the purpose hereof, a business shall be deemed competitive if it (i) is conducted in any geographic or market area in which the Company or its affiliates is conducting the Business during the period covered by this Section 2.1 and (ii) involves the development, design, manufacture, marketing, or sale of any products or services developed, under development, designed, manufactured, sold or offered for sale by the Business on the date hereof, or any products or services substantially similar thereto, or derived from, such products or services; and WPB shall be deemed directly or indirectly to engage in such business if he participates in such business, or in any entity engaged in or which owns, such business, as an officer, director, employee, consultant, partner, individual proprietor, manager, or as an investor who has made any loans, contributed to capital stock or purchased any stock; provided, however, that nothing contained herein shall prohibit WPB from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Exchange Act of 1934, and if

such investment does not exceed five (5%) of the issued and outstanding securities of the class of securities in which the investment is made; or (B) solicit any customer of the Business with respect to any products or services sold or offered by the Business.

2.2WPB will not, at any time, (A) utilize the name “Venture Welding”, or utilize or divulge proprietary information (including, without limitation, all production methods, technology, manufacturing processes, customer lists, distribution methods, sales methods, technical data, know-how and trade secrets whether or not any of the foregoing are commonly regarded as proprietary information) or any patents, trademarks or other Intellectual Properties purchased pursuant to the Purchase Agreement including, but not limited to, that relating to the cold camber process and the floor frame assembly; or (B) directly or indirectly, engage in the development, design, manufacture, or sale of frames or chassis for manufactured homes, modular homes, park units, and commercial offices (the “Restricted Business”).

2.3WPB will not (A) for a period of one (1) year from the date hereof, permit any other person or entity to engage in the Restricted Business on any property owned by WPB or his affiliates on the date hereof; or (B) for a period of two (2) years from the date hereof, employ or solicit for employment any employee of the Company or of the Business who was employed by the Company after the date hereof; provided, however, that WPB shall be permitted to (i) retain as an employee any employee of the Business who is not employed, or offered employment, by the Company or who decline’s the Company’s offer of employment including, but not limited to, John Hughes and Brian Elias, and (ii) employ any employee of the Business who responds to a general solicitation of employment if such employee was not directly solicited by, or on behalf of, Seller; provided, however, that employment of any such employee by WPB pursuant to clause (i) or (ii) of this Section 2.3 shall be in all respects in compliance with the restrictions contained in this Section 2.

2.4WPB agrees that all products, packaging, inventions, designs, creations, ideas, techniques, methods, or any portions thereof, or any improvements or modifications thereon, or any know-how or procedures related thereto, which relate to any products or services sold or offered by the Business or the Purchased Assets, conceived, invented, discovered or executed by WPB prior to the date hereof whether or not marketed or utilized by Banks, shall be the sole and exclusive property of the Company, without additional compensation payable therefor, and have not been, and will not be, divulged, published, revealed or made available to any person, firm, association, corporation or other entity, and by these presents WPB hereby assigns to the Company any and all right, title and interest he has, or may have, therein. WPB has not retained copies of any documents, plans or papers evidencing any of the foregoing.

2.5WPB acknowledges that his agreements and undertaking contained herein are valuable and unique and that in the event of a breach, or threatened breach, by any of them of the terms hereof, the Company will not have an adequate remedy at law. Therefore, in the event of such breach or threatened breach, in addition to any other remedies the Company may have, it shall be entitled to injunctive relief to enforce the provisions, or assert its rights pursuant to, this Agreement.

2

3. Consideration-Employment

3.1As consideration for WPB’s agreement and undertakings contained herein WPB acknowledges receipt of compensation in the amount of One Hundred Thousand ($100,000) Dollars.

3.2Nothing contained in this Agreement shall create, or be deemed to create, any agreement or obligation (i) of the Company to employ WPB or (ii) of WPB to be employed by the Company.

4. Additional Provisions

4.1If any of the provisions of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. The Agreement shall to the extent possible be interpreted to achieve the intent of the parties. This Agreement cannot be modified except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

4.2All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or upon receipt when transmitted by telecopy or after dispatch by recognized overnight carrier or express mail service or certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made.

If to the Company:                                                               Lippert Components Manufacturing, Inc.

2766 College Avenue

Goshen, IN 56528

Attn:       Jason D. Lippert

President and Chief Executive Officer

Fax: (574) 535-2091

-copy to-

Drew Industries Incorporated

200 Mamaroneck Avenue

White Plains, New York 10601

Attn:       Harvey F. Milman

Vice President – Chief Legal Officer

Fax:         (914) 428-4581

3

If to WPB:                                                                            William P. Banks
                                                                                                ________________________________
                                                                                                ________________________________
                                                                                                ________________________________

Fax: (574) 389-5402

-copy to-

Lane & Waterman LLP

220 N. Main St., Ste. 600

Davenport, IA 52801

Phone: (563) 333-6608

Attention: C.D. Waterman, III, Esq.

Fax: (563) 324-1616

4.3This Agreement constitutes the whole Agreement between the parties, and there are no terms other than those contained herein. No variation hereof shall be deemed valid unless in writing and signed by the parties hereto, and no discharge of the terms hereof shall be deemed valid unless by full performance by the parties hereto, or by a writing signed by the parties hereto.

4.4This Agreement shall inure to the benefit of and be binding, upon the Company, its successors and assigns, and the Executive, his heirs, executors, administrators and legal representatives.

4.5In any proceeding arising out of or involving a dispute or disagreement with respect to this Agreement, the prevailing party (on the merits, by motion, or otherwise) shall be entitled to be. reimbursed by the other party for all legal fees and expenses incurred in connection with such proceeding.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer, and WPB has hereunto set his hand the day and year first above written.

ATTEST:	LIPPERT COMPONENTS MANUFACTURING, INC. By:______________________________________
WITNESS:	____________________________________ William P. Banks

5

EX-10.3

Exhibit 10.3

NON-COMPETITION AGREEMENT

AGREEMENT made this ____ day of May, 2005, by and between Lippert Components Manufacturing, Inc., a Delaware corporation (the “Company”), and John K. Banks (“JKB”).

W I T N E S S E T H :

WHEREAS, pursuant to an Asset Purchase Agreement (the “Purchase Agreement”), dated the date hereof, to which the Company, Banks Corporation (“Banks”) and JKB are parties, the Company acquired the assets, liabilities and business (the “Acquisition”) of the Venture Welding business (the “Business”) of Banks (capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and

WHEREAS, JKB is a principal shareholder of Banks and has had extensive experience with the Business to be conducted by the Company, and

WHEREAS, as an additional inducement for the Company to enter into the Purchase Agreement and consummate the Acquisition, JKB has agreed to certain restrictions on his ability to compete with the Company, and the Company informed JKB that it would not consummate the Acquisition unless JKB entered into this Agreement with the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and subject to the conditions hereinafter set forth, it is agreed as follows:

1. Term

This Agreement shall continue for the term (the “Term”) commencing on the date hereof and ending on the third (3^rd) anniversary of the date hereof.

2. Non-Competition – Corporate Property

2.1        During the Term, JKB will not, directly or indirectly, (A) undertake to perform services for, or render services to, or have any financial interest in, any business competitive to that of the Business. For the purpose hereof, a business shall be deemed competitive if it (i) is conducted in any geographic or market area in which the Company or its affiliates is conducting the Business during the period covered by this Section 2.1 and (ii) involves the development, design, manufacture, marketing, or sale of any products or services developed, under development, designed, manufactured, sold or offered for sale by the Business on the date hereof, or any products or services substantially similar thereto, or derived from, such products or services; and JKB shall be deemed directly or indirectly to engage in such business if he participates in such business, or in any entity engaged in or which owns, such business, as an officer, director, employee, consultant, partner, individual proprietor, manager, or as an investor who has made any loans, contributed to capital stock or purchased any stock; provided, however, that nothing contained herein shall prohibit JKB from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Exchange Act of 1934, and if such

investment does not exceed five (5%) of the issued and outstanding securities of the class of securities in which the investment is made; or (B) solicit any customer of the Business with respect to any products or services sold or offered by the Business.

2.2JKB will not, at any time, (A) utilize the name “Venture Welding”, or utilize or divulge proprietary information (including, without limitation, all production methods, technology, manufacturing processes, customer lists, distribution methods, sales methods, technical data, know-how and trade secrets whether or not any of the foregoing are commonly regarded as proprietary information) or any patents, trademarks or other Intellectual Properties purchased pursuant to the Purchase Agreement including, but not limited to, that relating to the cold camber process and the floor frame assembly; or (B) directly or indirectly, engage in the development, design, manufacture, or sale of frames or chassis for manufactured homes, modular homes, park units, and commercial offices (the “Restricted Business”).

2.3JKB will not (A) for a period of one (1) year from the date hereof, permit any other person or entity to engage in the Restricted Business on any property owned by JKB or his affiliates on the date hereof; or (B) for a period of two (2) years from the date hereof, employ or solicit for employment any employee of the Company or of the Business who was employed by the Company after the date hereof; provided, however, that JPB shall be permitted to (i) retain as an employee any employee of the Business who is not employed, or offered employment, by the Company or who decline’s the Company’s offer of employment including, but not limited to, John Hughes and Brian Elias, and (ii) employ any employee of the Business who responds to a general solicitation of employment if such employee was not directly solicited by, or on behalf of, Seller; provided, however, that employment of any such employee by WPB pursuant to clause (i) or (ii) of this Section 2.3 shall be in all respects in compliance with the restrictions contained in this Section 2.

2.4JKB agrees that all products, packaging, inventions, designs, creations, ideas, techniques, methods, or any portions thereof, or any improvements or modifications thereon, or any know-how or procedures related thereto, which relate to any products or services sold or offered by the Business or the Purchased Assets, conceived, invented, discovered or executed by JKB prior to the date hereof whether or not marketed or utilized by Banks, shall be the sole and exclusive property of the Company, without additional compensation payable therefor, and have not been, and will not be, divulged, published, revealed or made available to any person, firm, association, corporation or other entity, and by these presents JKB hereby assigns to the Company any and all right, title and interest he has, or may have, therein. JKB has not retained copies of any documents, plans or papers evidencing any of the foregoing.

2.5JKB acknowledges that his agreements and undertaking contained herein are valuable and unique and that in the event of a breach, or threatened breach, by any of them of the terms hereof, the Company will not have an adequate remedy at law. Therefore, in the event of such breach or threatened breach, in addition to any other remedies the Company may have, it shall be entitled to injunctive relief to enforce the provisions, or assert its rights pursuant to, this Agreement.

2

3. Consideration-Employment

3.1As consideration for JKB’s agreement and undertakings contained herein JKB acknowledges receipt of compensation in the amount of One Hundred Thousand ($100,000) Dollars.

3.2Nothing contained in this Agreement shall create, or be deemed to create, any agreement or obligation (i) of the Company to employ JKB or (ii) of JKB to be employed by the Company.

4. Additional Provisions

4.1If any of the provisions of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. The Agreement shall to the extent possible be interpreted to achieve the intent of the parties. This Agreement cannot be modified except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

4.2All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or upon receipt when transmitted by telecopy or after dispatch by recognized overnight carrier or express mail service or certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made.

If to the Company:                                                               Lippert Components Manufacturing, Inc.

2766 College Avenue

Goshen, IN 56528

Attn:       Jason D. Lippert

President and Chief Executive Officer

Fax: (574) 535-2091

-copy to-

Drew Industries Incorporated

200 Mamaroneck Avenue

White Plains, New York 10601

Attn:       Harvey F. Milman

Vice President – Chief Legal Officer

Fax:         (914) 428-4581

3

If to JKB:                                                                               John K. Banks
                                                                                                ________________________________
                                                                                                ________________________________
                                                                                                ________________________________

Fax: (574) 389-5402

-copy to-

Lane & Waterman LLP

220 N. Main St., Ste. 600

Davenport, IA 52801

Phone: (563) 333-6608

Attention: C.D. Waterman, III, Esq.

Fax: (563) 324-1616

4.3This Agreement constitutes the whole Agreement between the parties, and there are no terms other than those contained herein. No variation hereof shall be deemed valid unless in writing and signed by the parties hereto, and no discharge of the terms hereof shall be deemed valid unless by full performance by the parties hereto, or by a writing signed by the parties hereto.

4.4This Agreement shall inure to the benefit of and be binding, upon the Company, its successors and assigns, and the Executive, his heirs, executors, administrators and legal representatives.

4.5In any proceeding arising out of or involving a dispute or disagreement with respect to this Agreement, the prevailing party (on the merits, by motion, or otherwise) shall be entitled to be. reimbursed by the other party for all legal fees and expenses incurred in connection with such proceeding.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer, and JKB has hereunto set his hand the day and year first above written.

ATTEST:	LIPPERT COMPONENTS MANUFACTURING, INC. By:______________________________________
WITNESS:	____________________________________ John K. Banks

5

EX-10.4

Exhibit 10.4

AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) among Lippert Components Manufacturing, Inc. (“ Buyer”), Banks Corporation (“Seller”) and William P. Banks and John J. Banks (collectively, the “Shareholders”).

1. Buyer, Seller and the Shareholders are parties to a certain Asset Purchase Agreement (the “Agreement”), entered into on the date hereof. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

2. Buyer, Seller and the Shareholders desire to amend the Agreement by entering into this Amendment.

NOW, THEREFORE, good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Agreement is amended as follows:

1.          Notwithstanding anything to the contrary contained in the Agreement or the Schedules thereto, the following equipment (the “Equipment”) shall be included in the Purchased Assets purchased by Buyer and shall not be part of the Excluded Assets:

135 ton Cincinati brake press (Asset #704)

150 ton Clearing Niagra punch press (Asset #1549)

8 ft. Chicago D&K brake press

2.          After the Closing Date, Buyer will manufacture and sell chassis parts to M-TEC Corporation (“M-TEC”), at prices mutually acceptable to Buyer and M-TEC.

3.          During the six-month period commencing on the Closing Date (the “Period”), Seller will in good faith seek to locate and purchase replacement equipment substantially similar to the Equipment (“Replacement Equipment”). Promptly after Seller purchases the Replacement Equipment, Buyer will pay to Seller an aggregate amount equal to the actual purchase price for the Replacement Equipment and costs of delivery to M-TEC in Elkhart, IN., but not in excess of One Hundred Fifty Thousand ($150,000) Dollars.

4.          If Seller is not able to purchase Replacement Equipment as aforesaid prior to expiration of the Period, Buyer will:

Exhibit 10.4

4.1Promptly after expiration of the Period, pay to Seller One Hundred Fifty Thousand ($150,000), and

4.2Continue to manufacture and sell chassis parts to M-TEC in accordance with the provisions of paragraph 2 hereof unless either Buyer or M-TEC gives not less than sixty (60) days written notice of termination of such arrangement.

5.Except as otherwise expressly set forth herein, all terms and provisions of the Agreement shall remain in full force and effect.

Dated: May 9, 2005

Banks Corporation Lippert Components Manufacturing, Inc.

By_____________________________ By_______________________________

Shareholders:

________________________________

William P. Banks

________________________________

John K. Banks

EX-10.5

Exhibit 10.5

CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE

THIS AGREEMENT is made and entered into effective as of May ____, 2005 by and between Banks Enterprises, Inc., an Indiana corporation (“Seller”) and Lippert Components Manufacturing, Inc., or its designee or assign (“Purchaser”) and the obligations and liabilities of Seller under this Agreement are unconditionally guaranteed by Banks Corporation (“Guarantor”). The parties hereto agree as follows:

1.        The Property. Seller hereby agrees to sell and Purchaser hereby agrees to purchase, upon the terms and conditions herein set forth the tract of land, improvements thereon, easements used in connection therewith, property under streets and sidewalks owned by Seller, all personal property designated by Purchaser, and appurtenances thereunto belonging, located in Elkhart County, State of Indiana, having the following address: 2009 Middlebury Street, Elkhart, Indiana, consisting of approximately 2.273 acres and more particularly described in Exhibit “A” attached hereto and made a part hereof (the “Elkhart Property”) and the tract of land, improvements thereon, easements used in connection therewith, property under streets and sidewalks owned by Seller, all personal property designated by Purchaser, and appurtenances thereunto belonging, located in LaGrange County, State of Indiana, having the following address: 3625 N. State Road 9, Howe, Indiana, consisting of approximately 33.172 acres and more particularly described in Exhibit “B” attached hereto and made a part hereof (the “LaGrange Property” the Elkhart Property and the LaGrange Property are collectively referred to as the “Property”). The Property shall also include any information pertaining primarily to the Property, whether such information is in the form of existing plans, specifications, operating manuals, warranties, permits or any other form, and all lighting fixtures, and all other property attached to the building.

2.        Purchase Price. Purchaser hereby agrees to pay for the Property the sum of Two Million Fifty Thousand and No/100 Dollars ($2,050,000.00) (which shall be allocated as follows: $450,000.00 to the Elkhart Property and $1,600,000.00 to the La Grange Property) by wire transfer or cashiers check at closing as Seller may elect. The purchase price, net prorations to Purchaser and any other net credits to Purchaser shall be paid in cash at the Closing.

3.        Date of Closing. The Closing of this purchase shall take place simultaneously with the closing of the transactions provided for under that certain Asset Purchase Agreement (the “Asset Agreement”) between Guarantor and Purchaser dated May ____, 2005, or at such other time and place as the parties mutually agree.

4.        Obligations of Parties at Closing. At the Closing, the parties shall satisfy and perform the following:

a. Seller shall:

i.Deliver general Warranty Deed and Bills of Sale conveying marketable title to each parcel to Purchaser, free and clear of all tenancies, liens and encumbrances, except Permitted Exceptions.

ii.Deliver to Purchaser possession of the Property, free and clear of all leases, tenancies, and occupancies and any property of Seller not purchased hereunder in substantially the same condition as when it was inspected by Purchaser.

iii. Deliver to Purchaser such affidavits or other documents customary for the transfer of property in Indiana, and reasonably necessary for the issuance of Title Insurance.

b.Purchaser shall make payment to Seller for the Purchase price of the Property according to the terms set forth at paragraph 2.

5.General Conditions to Closing. The transactions provided for in this Agreement are conditioned on and subject to the closing of the Asset Agreement. If the Asset Agreement is terminated, this Contract shall terminate and neither party shall have any liability to the other except for breaches of this Agreement.

6. Risk of Loss. Risk of loss shall remain on Seller prior to Closing.

7.Conditions Precedent to Purchaser’s Obligations. The Purchaser’s obligations under this Contract are subject to the following contingencies, which contingencies if not satisfied shall constitute grounds for Purchaser to terminate this Contract:

a.The commitment for issuance of a policy of title insurance meeting the requirements of paragraph 8 and the survey which complies with paragraph 9 must be provided to Purchaser.

b.Seller shall not be in default under any of the terms and conditions contained in this Contract.

8.Title Insurance Policy. Purchaser shall obtain as soon as reasonably practicable after this Contract is effective, commitments for issuance of policies of title insurance written on an ALTA form B agreeing to insure marketable title in the real estate portion of the Property in Purchaser or its assigns in the amount of the purchase price (as allocated between the Elkhart Property and the LaGrange Property in Paragraph 2 above) subject only to covenants, easements and restrictions and other title conditions of record, or approved by Purchaser (“Permitted Exceptions”), and real estate taxes not due and payable with all standard exceptions waived and with such extended coverage as may be reasonably requested by Purchaser. All title insurance company premiums and charges shall be paid by Seller, except that the Purchaser shall pay the cost of any extended coverage or endorsements other than the removal of the standard exceptions. In the event the commitment contains exceptions other than the Permitted Exceptions, Purchaser shall so inform the Seller in writing and Seller shall have until the Closing or such longer period as Purchaser may agree, to remove those exceptions to Purchaser’s satisfaction, obtain Purchaser’s consent to them. Seller agrees to use its reasonable best efforts to remove such exceptions, including if necessary incurring expenses up to $100,000 to cause the removal of such exceptions. In the event such exception(s) are not eliminated to Purchaser’s satisfaction or Purchaser’s written consent to them obtained within that period, then this Contract may, at the option of either party, be canceled provided however, if Seller

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cancels this Contract, the Seller shall reimburse Purchaser on demand for Purchaser’s costs directly relating to this Contract.

9.Survey. Seller shall deliver to Purchaser, at the expense of Seller, as soon as reasonably practicable after the execution of this Contract by both parties, and a reasonable time before the Closing, surveys of the real estate portion of the Property, including but not limited to all easements, utility locations, streets, buildings and improvements, parking lots, prepared by a registered land surveyor licensed in the State of Indiana, accompanied by a Minimum Standard Detail Certificate, which survey must meet the requirements of that Certificate and show no encroachments, overlaps or other problems with the boundaries of the Property. The Surveyor shall certify the survey to the title insurance company, to Purchaser, Purchaser’s Assignee and Purchaser’s lender and further certify that the Property is not located within a flood plain according to the municipal flood plain ordinance or the federal flood plain maps.

10.Zoning. Seller represents that the Elkhart property is zoned M-1 Limited Manufacturing District, and that the LaGrange Property is zoned B3 Business Interchange, and that there are no petitions pending or proposed to change or revoke either of such zonings. Seller further represents that all of the operations in the Elkhart Property and the LaGrange Property currently meet all of the requirements of the applicable zoning ordinances and are appropriate for the zoning classifications.

11.Prorations at Closing. Real property taxes shall not be prorated. The Purchaser shall assume the real property taxes for the Property and agree to pay them.

12.Environmental Representations and Warranties. Purchaser has obtained a Phase I Real Estate Environmental Assessment of the Elkhart Property (prepared by Roberts Environmental Services, LLC) and a Phase I Environmental Site Assessment of the LaGrange Property (prepared by Roberts Environmental Services, LLC), collectively the “Environmental Reports.” The Seller represents and warrants that, except as set forth in the Environmental Reports and/or Section 5.17 of Seller's Disclosure Schedule to the Asset Agreement:

a.There is no contamination or other presence of Hazardous Substances which originated upon the Property during Seller's ownership thereof.

b.The Property, as owned and operated by the Seller, its employees, servants and agents, are in material compliance with all present Environmental Laws. Further, except as disclosed in the Environmental Reports, the Seller has not received written Notice of non-compliance with any Environmental Laws.

c.The Property has not been used as a treatment, storage, or disposal facility as these terms are defined in The Federal Resource Conservation and Recovery Act, 42. U.S.C § 6901 et seq during Seller's ownership thereof.

d.Neither the Seller nor its employees, servants or agents have ever failed to report the occurrence of any release of a Hazardous Substance on the Property where, under any applicable Environmental Law, they are or were required to do so.

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e.Neither the Seller nor its employees, servants, or agents have caused or permitted, or have knowledge of the release or, other than normal environmental risks incurred in the normal course of business operations, threat of release of any Hazardous Substances on or from the Property. To the Seller’s knowledge after due and diligent inquiry, all wastes and other materials and substances utilized on the Property whether hazardous or non-hazardous, have been disposed of, treated and stored in compliance with all Environmental Laws.

f.Neither the Seller nor its employees, servants or agents have received any notice, written or otherwise, that the Seller, its employees, servants and agents or their respective predecessors are potentially responsible parties for a federal, state, municipal or local clean-up or corrective action under any environmental law relating to the Property, nor do they know of any pending or threatened investigation of the Property by the Indiana Department of Environmental Management or the United States Environmental Management or the United States Environmental Protection Agency.

g. There are no underground storage tanks on the Property.

13. Environmental Indemnification.

a. The Seller hereby agrees to indemnify, save, defend, and hold harmless the Purchaser, its directors, officers, shareholders, employees, agents, successors (including, without limitation, its successors in title to the Property) and its secured lenders, from and against, and to reimburse Purchaser, for any and all losses, claims, demands, judgments, liabilities, damages, injunctive relief, injuries to persons, property, or natural resources, costs, expenses (including without limitation, consultant’s fees and expenses, reasonable attorney’s fees and expenses, the fees and expenses of experts), actions or causes of action, or liabilities directly or indirectly arising from or relating to the breach of any of the representations, warranties and covenants contained in paragraph 12 above.

b. The obligations of Seller under this indemnity shall survive the closing on the purchase of the Property and the transfer of title to the Property to the Purchaser and shall be deemed to be a covenant running with the land.

c. Upon obtaining knowledge thereof, Purchaser shall, within thirty (30) days after obtaining such knowledge, notify the Seller, in writing, of any damage, loss or expense for which it expects to be reimbursed under this Agreement, such written notice is hereafter referred to as “Notice of Claim” provided, however, if such damage, loss or expense relates to either litigation or claims by third parties, Purchaser shall give the Seller a Notice of Claim with respect to the litigation or third party claim within five (5) business days of the receipt by Purchaser of any summons, complaint, petition or other legal pleading or within ten (10) business days of its becoming aware of the third party claim. A Notice of Claim shall specify in reasonable detail the nature and estimated amount of any such Claim giving rise to the right of indemnification. The Notice of Claim shall be sent by certified mail, return receipt requested, or receipted overnight delivery service, or personally delivered to the Seller at its principal place of business, or such other location as Seller may from time to time identify in writing. With respect to

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any action, claim or demand set forth in a Notice of Claim relating to litigation or a third party claim, the Seller shall investigate and defend its own interests and Purchaser’s interests in good faith and at its expense, subject to the Seller’s right to contest the validity or applicability of the Notice of Claim. If the validity of Purchaser’s Notice of Claim is disputed and a determination as to its validity is made by a Court of competent jurisdiction, a mutually acceptable arbitrator, or by the parties, the prevailing party shall be reimbursed by the other party for all reasonable costs and expenses incurred with respect to the validity dispute. In conducting such investigations and defending any claim, Seller shall employ counsel and consultants reasonably acceptable to Purchaser. Purchaser shall have the right to participate in the investigation and defense of any such litigation or third party claim through counsel chosen by Purchaser provided that the fees and expenses of such counsel shall be borne by Purchaser. As long as the Seller is defending in good faith any such third party claim, as set forth above, Purchaser shall not settle or compromise such third party claim and Seller shall have the right, at its sole cost, to settle or compromise such third party claim with the prior written consent of Purchaser which will not be unreasonably withheld but which shall be conditioned upon obtaining a general release of Purchaser from such third party claim. Seller and Purchaser shall make available to each other, or their representatives, all records and other materials reasonably required by them for their use in contesting any third party claim and shall cooperate fully with each other in the defense of all such claims.

If the Seller does not elect to defend any litigation or third party claim, Purchaser shall have no obligation to do so; provided, however, if Purchaser does elect to defend such litigation or third party claim, after the Seller fails to elect to defend such third party claim or litigation, it shall be allowed to name the Seller as a third party defendant, enter into settlements, and shall be entitled to additionally recover all of its reasonable attorney’s fees, costs and expenses, including but not limited to consultants and experts fees, in connection with the defense of such claim or litigation to the extent provided in paragraph 13.a. above.

Notwithstanding anything contained herein to the contrary, the Seller’s obligations under this indemnity shall be subject to, limited by the provisions of Section 9.5 of the Asset Agreement, and included in any limitations described therein.

14.Environmental Definitions: Recording Disclosure Statement. For the purposes of this Agreement:

a.“Hazardous Substance” means any hazardous or toxic substance, material or waste as these terms are defined in the Environmental Laws.

b.“Environmental Laws” shall mean all applicable federal, state and local environmental, health or safety laws, regulations and rules affecting real estate, including but not limited to, the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), the Superfund Amendments and Reauthorization Act, the Resource Conservation Recovery Act, the Federal Water Pollution Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act,

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any so-called federal, state or local “Superfund” or “Superlien” statutes or any other statutes, laws, ordinances, codes, rules, regulations, orders, or decrees regulating, relating to, or imposing liability (including strict liability) or standards of conduct regarding any hazardous substances and/or the Property.

c.If required by the Indiana Responsible Property Transfer Law, a final Environmental Disclosure Document will be executed and delivered by the Seller and Purchaser at closing, and the parties will cause a duly signed copy to be recorded with the County Recorder of Elkhart County. Purchaser waives the thirty-day period between delivery of the Environmental Disclosure Document and closing.

15.Condemnation or Destruction. If prior to the Closing of this transaction, all or any substantial part of the Property is condemned, damaged or destroyed, Purchaser shall have the option of either accepting an assignment of the proceeds of any condemnation award or insurance policies to reduce the total purchase price payable by Purchaser herein or terminating this Contract by delivering written notice of termination pursuant to this Section to Seller before the Closing.

16.No Government Notices. Seller warrants that Seller has not received, or is aware of, any notification from any City, County, State or other governmental authority requiring any work to be done on or affecting the Property or expressing an intent to condemn or make special improvements for the benefit of the Property. Seller further warrants that in the event any such notice is received prior to Closing, Seller shall submit such notice to Purchaser for examination and approval. Should Purchaser fail to consent in writing to the action proposed by any such notice, this Contract may at Purchaser’s option be canceled by Purchaser’s written notice to Seller.

17.Assignment. With Seller’s prior written consent, which consent shall not be unreasonably withheld, Purchaser shall have the right to assign this Contract and all rights hereunder, provided the assignee shall assume in writing all the obligations of Purchaser hereunder and Purchaser shall believe in good faith that the assignee has the ability to perform such obligations.

18.Additional Remedies. In the event of breach of this Contract by Seller, provided that Purchaser is not also in material breach, Purchaser shall have the right for specific performance and such additional remedies as otherwise are allowed by law or equity. The non-breaching party shall, in addition to the above remedies, be entitled to recover from the breaching party its attorney fees, expenses and costs arising from such breach and incurred in enforcing this Agreement.

19.         Miscellaneous.

a.     Time is of the essence of this Contract.

b.If any term or condition of this contract be invalid or unenforceable, the remainder of the Contract shall not be affected thereby.

c.This Contract constitutes the entire agreement of the parties hereto and, unless specified otherwise herein, no representation, inducement, promises or prior agreements, oral or written, between the parties or made by any agent on behalf of the parties or otherwise shall be of any force or effect.

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d.This Contract shall be construed and interpreted under the laws of the State of Indiana.

e.Purchaser and Seller shall at the time of Closing execute such other papers and documents as may be legally necessary in order to close this transaction. Purchaser may waive in writing any condition imposed on Seller in this Contract without waiving any other condition or terminating this Contract.

f.The provisions of this Contract shall not merge into the documentation from this transaction and shall survive the Closing of this transaction and the execution and delivery of the deed pursuant hereto.

g.Any notice hereunder must be in writing, and shall be deemed to have been given when deposited in the United States Mail, postage prepaid, certified, return receipt requested, or receipted overnight delivery service, addressed to the parties at the following addresses and shall be deemed to have been received on the earliest of the date of actual receipt or the third business day after being given if by certified mail or the first business day after being given if by overnight delivery service:

If to Purchaser, to: Lippert Components Manufacturing, Inc. c/o Drew Industries, Inc. 200 Mamaroneck Avenue White Plains, New York 10601 Attention:             Harvey F. Milman Chief Legal Officer	With copy to: Barnes & Thornburg, LLP Suite 200 121 West Franklin Street Elkhart, Indiana 46516 Attention:          J. Scott Troeger
If to Seller, to: Banks Enterprises, Inc. 426 N. Main Street Elkhart, IN 46516 Attn: William P. Banks Phone: (574) 389-5402 Fax: (574) 389-5403	With copy to: Lane & Waterman LLP 220 N. Main. St., Ste. 600 Davenport, IA 52801 Phone: (563) 333-6608 Fax: (563) 324-1616 Attn: C.D. Waterman III, Esq.
If to Guarantor, to: Banks Corporation 426 N. Main Street Elkhart, IN 46516 Attn: William P. Banks Phone: (574) 389-5402 Fax: (574) 389-5403	With copy to: Lane & Waterman LLP 220 N. Main St., Ste 600 Davenport, IA 52801 Phone: (563) 333-6608 Fax: (563) 324-3246 Attn: C.D. Waterman III, Esq.

h.The provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives and assigns. Each party shall

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designate a project coordinator through whom communications shall be made regarding this transaction within seven (7) days of this Contract being signed.

i.Any addendum attached hereto and signed by the parties shall be deemed a part hereof and shall supersede any conflicting terms or conditions contained in this Contract.

j.Seller agrees not to sell or agree to sell or transfer any portion of the Property as it exists on the date Purchaser presents this Contract to Seller without Purchaser’s consent, including but not limited to any personal property located on or useful to the Property.

20.Existing Information. Seller will turn over all existing plans, specifications, demolition bids, rehabilitation bids and any other data which will assist Purchaser in its review of the Property as soon as practicable of the execution of this Contract, but in any event a reasonable period before the date of Closing.

21.Multiple Counterparts. This Contract is executed in multiple counterparts, each of which shall be considered an original with counterparts signed by one party when combined with counterparts signed by other parties to this Agreement constituting an original contract.

22.Guaranty. As an inducement to Purchaser’s execution of this Contract, Guarantor will execute and deliver to Purchaser, simultaneously with the execution and delivery of this Contract, the Guaranty in the form attached as Exhibit C.

23.Representations. All representations contained in this Agreement are made as of the date of this Agreement and as of the date of Closing.

IN WITNESS WHEREOF, the undersigned executed and delivered this Contract For Sale of Real Estate on the date set forth opposite the name of each.

“PURCHASER”

Lippert Components Manufacturing, Inc.

By:

(Printed Name and Title)

“SELLER”

Banks Enterprises, Incorporated

By:

(Printed Name and Title)

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“GUARANTOR”

Banks Corporation

By:

(Printed Name and Title)

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Exhibit 10.5

EXHIBIT “A”

ELKHART PROPERTY

A PART OF THE EAST 29 ACRES OF THE NORTHWEST QUARTER (NW¼) OF THE NORTHEAST QUARTER (NE¼) OF SECTION TEN (10, TOWNSHIP THIRTY-SEVEN (37) NORTH, RANGE FIVE (5) EAST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE SOUTH ZERO (0) DEGREES FOUR (4) MINUTES WEST, ALONG THE EAST LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, FIFTY (50) FEET FOR THE BEGINNING POINT OF THIS DESCRIPTION; THENCE DUE WEST PARALLEL WITH THE NORTH LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, THREE HUNDRED THIRTY (330) FEET; THENCE SOUTH ZERO (0) DEGREES FOUR (4) MINUTES WEST, THREE HUNDRED (300) FEET; THENCE DUE EAST, THREE HUNDRED THIRTY (330) FEET; THENCE NORTH ZERO (0) DEGREES FOUR (4) MINUTES EAST, ALONG THE EAST LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, THREE HUNDRED (300) FEET TO THE PLACE OF BEGINNING.

Exhibit 10.5

EXHIBIT “B”

LA GRANGE PROPERTY

A TRACT OF LAND LOCATED IN LA GRANGE COUNTY, INDIANA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THE SOUTH HALF (1/2) OF THE SOUTH HALF (1/2) OF THE FRACTIONAL NORTHWEST QUARTER (1/4) OF SECTION SIX (6), TOWNSHIP THIRTY-SEVEN (37) NORTH, RANGE TEN (10) EAST, EXCEPT FIFTY (50) FEET OFF THE EAST END OF THE ABOVE TRACT CONVEYED TO THE GRAND RAPIDS AND INDIANA RAILROAD COMPANY.

Exhibit 10.5

EXHIBIT “C”

GUARANTY

THIS GUARANTY is made and entered into by and between Banks Corporation (“Guarantor”), and Lippert Components Manufacturing, Inc. (“Purchaser”).

RECITALS

Guarantor [owns all the outstanding capital stock of] [is under common ownership and control with] Banks Enterprises, Incorporated (“Seller”). Seller desires to sell to Purchaser certain real property located in Elkhart, Indiana and certain real property located in LaGrange County, Indiana (together the “Property”). Purchaser is unwilling to purchase the Property from Seller unless Guarantor unconditionally guarantees the performance, payment and satisfaction of all obligations, liabilities, representations, warranties, indemnities and agreements of Seller under the Agreement (as defined in Section 1 below) concerning the Property, including those matters pertaining to environmental matters, obligations and liabilities. Guarantor expects to benefit if Purchaser purchases the Property from Seller, and Guarantor is accordingly willing to enter into this guaranty of all obligations of Seller to Purchaser, to induce Purchaser to enter into the Agreement (defined below) to purchase the real estate from Seller.

AGREEMENT

NOW, THEREFORE, in consideration of the execution by Purchaser of the Agreement to purchase the real estate by Purchaser from Seller, the parties agree as follows:

1.Guarantor absolutely and unconditionally guarantees to the Purchaser the full payment, performance and satisfaction when due of any and all indebtedness, liabilities, undertakings, promises, representations, agreements, covenants, warranties and indemnifications of every kind, character and description (the “Obligations”) of or made by Seller to the Purchaser under the Contract for Purchase and Sale of Real Estate between Purchaser and Seller dated May ___, 2005 (the “Agreement”), plus all indebtedness and obligations of Seller to the Purchaser for costs of collection and reasonable attorney’s fees reasonably incurred in enforcing Purchaser’s rights under the Agreement or this Guaranty, all without relief from valuation and appraisement laws. The Purchaser shall not be liable to the Guarantor for any loss Guarantor may sustain which results from the failure of the Purchaser to require Seller to pay, perform or satisfy the Obligations when due or at any time thereafter.

2.The obligation imposed upon the Guarantor by execution of this Guaranty shall be exactly the same as if the Obligations of Seller to the Purchaser had been the obligation of the Guarantor to the Purchaser, and the Purchaser may resort to the Guarantor for full payment, performance and satisfaction of the Obligations, without resorting to Seller or any other party, or any security or other rights.

3.This Guaranty shall be a continuing guarantee to insure the payment, performance and satisfaction of all the Obligations of Seller in favor of the Purchaser under the Agreement and shall not terminate until all Obligations have been paid, performed and satisfied in full, plus interest, costs of collection, expenses and reasonable attorney’s fees reasonably incurred in enforcing or collecting those Obligations and in enforcing this Guaranty, provided, however, that Guarantor agrees that, to the extent that the Seller makes a payment or payments to the Purchaser, or Purchaser receives any proceeds of collateral, which payment or payments or any part are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise is required to be repaid to Seller, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment actually made to Seller, or its estate, trustee, receiver or any other party, the obligation or part which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor shall defend and indemnify the Purchaser from any claim or loss under this paragraph including Purchaser’s attorneys’ and paralegals’ fees and expenses in the defense of any such action or suit.

4.The Purchaser shall give Guarantor written notice at the last address of Guarantor provided by Guarantor or Seller to Purchaser of any default by Seller with respect to the Obligations. This written notice shall not be a condition precedent to the enforcement of this Guaranty.

5.The Purchaser may, without notice whatsoever to Guarantor or Seller, sell, mortgage, assign or transfer all or any part of the Agreement or the Property which is the subject of the Agreement, and any part or all of this Guaranty and in such event, each and every immediate or successive assignee, mortgagee, transferee or holder of all or any part of the Agreement or the Property which is subject to this Agreement, or this Guaranty shall have the right to enforce this Guaranty (to the extent so sold, mortgaged, assigned or transferred) by suit or otherwise for the benefit of such assignee, mortgagee, transferee or holder, as if such assignee, mortgagee, transferee or holder were by name specifically given such rights, powers and benefits; but the Purchaser shall continue to have the unimpaired and absolute right to enforce this Guaranty for its benefits as to so much of the Obligations owed it and obligations under this Guaranty that the Purchaser shall not have sold, mortgaged, assigned or transferred.

6.Guarantor agrees that the Purchaser, by agreement with Seller or Guarantor, may make, alter or renew in any way the terms governing the Obligations, accept partial payment, performance or satisfaction of the Obligations, release security or other guarantors, substitute security or guaranties or take additional security from Seller or obtain other guaranties for the Obligations or otherwise deal in any manner whatsoever with Seller or any other guarantor of the Obligations or other obligation of Seller as the Purchaser sees fit without in any way diminishing or discharging in any way the liability or obligation of the Guarantor.

7.The Guarantor waives any claim or other right which it might now have or hereafter acquire against the Seller or its successors or assigns that arises from the existence or performance of Guarantor’s obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of Purchaser against Seller or any collateral security which Purchaser now has or hereafter

acquires; whether or not such claim, remedy or right arises in equity, or under contract, statute, or common law.

8.No waiver by the Purchaser of any default on this Guaranty by the Guarantor shall be effective unless obtained in writing signed by the Purchaser and no effective waiver of a particular default shall operate as a waiver of any other default or the same default on a future occasion.

9.This Guaranty shall be binding upon the Guarantor and Guarantor’s successors and assigns and shall inure to the benefit of the Purchaser and its successors or assigns.

10.This Guaranty and all acts and transactions under it and all rights of the parties to it shall be governed as to validity, enforcement, interpretation and construction by the laws and court decisions of the State of Indiana. Guarantor agrees that any appropriate state or federal court located in Elkhart or St. Joseph Counties, Indiana shall have jurisdiction over any litigation relating to this Guaranty and Guarantor irrevocably consents to the personal jurisdiction of such courts. Guarantor and Purchaser each waive any rights it may otherwise have to a jury trial in litigation involving this Guaranty.

11.This instrument is the final, complete and exclusive statement of the agreement between the Purchaser and the Guarantor with respect to Guarantor’s guaranty of the Obligations of Seller to the Purchaser under the Agreement and all prior negotiations, representations, promises and conditions concerning the same subject matter are merged into this instrument. This Guaranty may not be modified or amended except by a writing signed by the Purchaser and the Guarantor.

12.Purchaser hereby accepts the terms and conditions of this Guaranty and the Guarantor hereby waives any further notice of acceptance.

This Guaranty is executed as of May ___, 2005.

“GUARANTOR”

Banks Corporation

By:

(Printed Name and Title)

ATTEST:

(Printed Name and Title)

Accepted by:

“PURCHASER”

Lippert Components Manufacturing, Inc.

By:

(Printed Name and Title)