10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2004
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission file number: 0-23804

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-3196943
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4120 Dublin Boulevard, Suite 400, Dublin, CA 94568

(Address of principal executive offices)

(Registrant’s telephone number, including area code): (925) 560-9000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý  No o

The number of shares of the Registrant’s Common Stock outstanding as of September 30, 2004: 47,680,326

In September 2004, the Company’s Board declared a 2-for-1 stock split to be effected in the form of a stock dividend of its common stock. The record date is November 1, 2004, and the additional shares will be distributed on November 18, 2004.  All of the share and per share numbers have been adjusted to reflect the stock split.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,								December 31,
	2004				2003				2003
ASSETS
Current assets
Cash and cash equivalents	$		62,093,256		$		116,665,851		$		95,135,885
Short-term investments	21,395,466				24,449,420				44,737,867
Trade accounts receivable, net	113,722,715				87,150,342				66,073,296
Inventories	163,860,334				95,059,967				106,202,713
Deferred income taxes	8,325,069				8,061,609				7,821,198
Other current assets	5,399,220				3,461,818				4,293,705
Total current assets	374,796,060				334,849,007				324,264,664
Property, plant and equipment, net	125,880,894				104,808,790				107,226,319
Goodwill	24,450,515				22,300,546				23,655,860
Other noncurrent assets	7,105,375				6,813,630				6,545,547
Total assets	$		532,232,844		$		468,771,973		$		461,692,390
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Line of credit and current portion of long-term debt	$	551,323			$	1,922,860			$	1,113,657
Trade accounts payable	44,591,874				20,974,311				22,567,291
Accrued liabilities	28,692,146				15,928,743				15,181,487
Accrued profit sharing trust contributions	5,192,627				4,406,011				6,021,136
Accrued cash profit sharing and commissions	14,427,512				11,205,893				7,459,428
Accrued workers’ compensation	2,323,764				2,123,764				2,423,764
Total current liabilities	95,779,246				56,561,582				54,766,763
Long-term debt, net of current portion	2,454,634				5,320,972				5,177,936
Other long-term liabilities	1,715,703				1,735,038				1,443,440
Total liabilities	99,949,583				63,617,592				61,388,139
Commitments and contingencies (Notes 7 and 8)
Stockholders’ equity
Common stock, at par value	500,998				496,738				497,792
Additional paid-in capital	72,191,920				61,475,014				63,334,758
Retained earnings	412,270,663				344,617,811				357,916,036
Accumulated other comprehensive income	8,020,674				4,466,816				7,982,663
Treasury stock	(60,700,994			)	(5,901,998			)	(29,426,998			)
Total stockholders’ equity	432,283,261				405,154,381				400,304,251
Total liabilities and stockholders’ equity	$		532,232,844		$		468,771,973		$		461,692,390

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Net sales	$	188,560,421	$	151,892,152	$	530,311,466	$	414,809,124
Cost of sales	110,959,230		91,569,063		313,680,967		247,984,184
Gross profit	77,601,191		60,323,089		216,630,499		166,824,940
Operating expenses:
Selling	14,223,328		12,375,801		42,607,018		36,286,443
General and administrative	24,781,633		18,719,477		70,497,613		53,919,254
	39,004,961		31,095,278		113,104,631		90,205,697
Income from operations	38,596,230		29,227,811		103,525,868		76,619,243
Interest income, net	150,002		440,887		258,365		677,644
Income before income taxes	38,746,232		29,668,698		103,784,233		77,296,887
Provision for income taxes	14,562,190		11,111,208		39,836,224		30,032,888
Net income	$	24,184,042	$	18,557,490	$	63,948,009	$	47,263,999
Net income per common share
Basic	$	0.51	$	0.38	$	1.33	$	0.96
Diluted	$	0.50	$	0.37	$	1.31	$	0.94
Cash dividends declared per common share	$	0.10	$	—	$	0.20	$	—
Number of shares outstanding
Basic	47,643,694		49,355,296		48,115,666		49,242,808
Diluted	48,505,096		50,247,174		48,953,608		50,027,974

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

for the nine months ended September 30, 2003 and 2004 and December 31, 2003

(Unaudited)

										Accumulated
					Additional					Other
	Common Stock				Paid-in		Retained			Comprehensive			Treasury
	Shares		Par Value		Capital		Earnings			Income			Stock			Total
Balance, January 1, 2003	49,130,508		$	493,992	$	56,929,640	$	297,353,812		$	308,300		$	(5,901,998	)	$	349,183,746
Comprehensive income:
Net income	—		—		—		47,263,999			—			—			47,263,999
Other comprehensive income:
Change in net unrealized gains or losses on available-for-sale investments	—		—		—		—			(13,676		)	—			(13,676		)
Translation adjustment	—		—		—		—			4,172,192			—			4,172,192
Comprehensive income																51,422,515
Options exercised	257,066		2,570		1,994,060		—			—			—			1,996,630
Stock compensation expense	—		—		1,141,720		—			—			—			1,141,720
Tax benefit of options exercised	—		—		1,120,250		—			—			—			1,120,250
Common stock issued at $16.45 per share	17,600		176		289,344		—			—			—			289,520
Balance, September 30, 2003	49,405,174		496,738		61,475,014		344,617,811			4,466,816			(5,901,998		)	405,154,381
Comprehensive income:
Net income	—		—		—		13,298,225			—			—			13,298,225
Other comprehensive income:
Change in net unrealized gains or losses on available-for-sale investments	—		—		—		—			(16,456		)	—			(16,456		)
Translation adjustment	—		—		—		—			3,532,303			—			3,532,303
Comprehensive income																16,814,072
Options exercised	105,414		1,054		766,157		—			—			—			767,211
Stock compensation expense	—		—		395,094		—			—			—			395,094
Tax benefit of options exercised	—		—		698,493		—			—			698,493
Repurchase of common stock	(1,000,000	)	—		—		—			—			(23,525,000		)	(23,525,000		)
Balance, December 31, 2003	48,510,588		497,792		63,334,758		357,916,036			7,982,663			(29,426,998		)	400,304,251
Comprehensive income:
Net income	—		—		—		63,948,009			—			—			63,948,009
Other comprehensive income:
Change in net unrealized gains or losses on available-for-sale investments	—		—		—		—			(44,633		)	—			(44,633		)
Translation adjustment	—		—		—		—			82,644			—			82,644
Comprehensive income																63,986,020
Options exercised	303,392		3,034		2,951,942		—			—			—			2,954,976
Stock compensation expense	—		—		3,422,908		—			—			—			3,422,908
Tax benefit of options exercised	—		—		2,045,088		—			—			—			2,045,088
Repurchase of common stock	(1,150,854	)	—		—		—			—			(31,273,996		)	(31,273,996		)
Cash dividends declared	—		—		—		(9,593,382		)	—			—			(9,593,382		)
2 for 1 stock split effected in the form of a stock dividend declared
Common stock issued at $25.43 per share	17,200		172		437,224		—			—			—			437,396
Balance, September 30, 2004	47,680,326		$	500,998	$	72,191,920	$	412,270,663		$	8,020,674		$	(60,700,994	)	$	432,283,261

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2004			2003
Cash flows from operating activities
Net income	$	63,948,009		$	47,263,999
Adjustments to reconcile net income to net cash used in operating activities:
Gain on sale of capital equipment	(103,023		)	(59,504		)
Depreciation and amortization	14,692,775			12,495,918
Realized loss on sale of available-for-sale investments	—			2,129
Deferred income taxes and other long-term liabilities	(63,924		)	(1,348,017		)
Noncash compensation related to stock plans	4,138,795			1,634,418
Provision for doubtful accounts	(3,013		)	450,287
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade accounts receivable, net	(47,601,477		)	(30,567,842		)
Inventories	(57,593,721		)	210,049
Trade accounts payable	18,753,313			5,411,771
Income taxes payable	1,668,212			3,482,299
Accrued profit sharing trust contributions	(828,911		)	(778,960		)
Accrued cash profit sharing and commissions	6,969,757			5,028,940
Other current assets	(1,432,501		)	(1,086,685		)
Accrued liabilities	8,584,107			1,973,905
Accrued workers’ compensation	(100,000		)	438,000
Other noncurrent assets	(323,249		)	(210,585		)
Total adjustments	(53,242,860		)	(2,923,877		)
Net cash provided by operating activities	10,705,149			44,340,122
Cash flows from investing activities
Capital expenditures	(30,945,499		)	(16,902,257		)
Acquisitions, net of cash acquired	(581,715		)	(9,521,685		)
Proceeds from sale of capital equipment	187,759			78,865
Purchases of available-for-sale investments	(41,397,235		)	(23,531,614		)
Maturities of available-for-sale investments	5,700,000			—
Sales of available-for-sale investments	58,995,000			16,750,000
Net cash used in investing activities	(8,041,690		)	(33,126,691		)
Cash flows from financing activities
Line of credit borrowings	1,913,174			1,415,659
Repayment of debt and line of credit borrowings	(5,112,229		)	(1,482,468		)
Repurchase of common stock	(31,273,996		)	—
Issuance of common stock	3,392,372			2,286,150
Dividends paid	(4,809,957		)	—
Net cash (used in) provided by financing activities	(35,890,636		)	2,219,341
Effect of exchange rate changes on cash	184,548			(84,977		)
Net increase (decrease) in cash and cash equivalents	(33,042,629		)	13,347,795
Cash and cash equivalents at beginning of period	95,135,885			103,318,056
Cash and cash equivalents at end of period	$	62,093,256		$	116,665,851
Noncash capital expenditures	$	2,463,120		$	43,953

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Simpson Manufacturing Co., Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.             Basis of Presentation

Interim Period Reporting

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America have been condensed or omitted. These interim statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Simpson Manufacturing Co., Inc.’s (the “Company’s”) 2003 Annual Report on Form 10-K (the “2003 Annual Report”).

The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with accounting principles generally accepted in the United States of America. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America. The Company’s quarterly results may be subject to fluctuations. As a result, the Company believes the results of operations for the interim periods are not necessarily indicative of the results to be expected for any future period.

Revenue Recognition

The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and allowances, whether actual or estimated based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectibility is reasonably assured and pricing is fixed and determinable. The Company’s general shipping terms are F.O.B. shipping point where title is transferred and revenue is recognized when products are shipped to customers.  In instances where title does not pass to the customer upon shipment, (F.O.B. destination point), title is transferred and the Company recognizes revenue upon delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing aftermarket repair and maintenance and engineering activities, though significantly less than 1% of net sales and not material to the financial statements, are recognized as the services are complete.

Treasury Stock

The Company records treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon retirement, the resulting gains or losses are credited or charged to retained earnings.

Net Income Per Common Share

Basic net income per common share is computed based upon the weighted average number of common shares outstanding. Potentially dilutive securities, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive.

6

The following is a reconciliation of basic earnings per share (“EPS”) to diluted EPS:

	Three Months Ended September 30, 2004						Three Months Ended September 30, 2003
	Income		Shares	Per Share			Income		Shares	Per Share
Basic EPS
Income available to common stockholders	$	24,184,042	47,643,694	$	0.51		$	18,557,490	49,355,296	$	0.38
Effect of Dilutive Securities
Stock options	—		861,402	(0.01		)	—		891,878	(0.01		)
Diluted EPS
Income available to common stockholders	$	24,184,042	48,505,096	$	0.50		$	18,557,490	50,247,174	$	0.37
	Nine Months Ended September 30, 2004						Nine Months Ended September 30, 2003
	Income		Shares	Per Share			Income		Shares	Per Share
Basic EPS
Income available to common stockholders	$	63,948,009	48,115,666	$	1.33		$	47,263,999	49,242,808	$	0.96
Effect of Dilutive Securities
Stock options	—		837,942	(0.02		)	—		785,166	(0.02		)
Diluted EPS
Income available to common stockholders	$	63,948,009	48,953,608	$	1.31		$	47,263,999	50,027,974	$	0.94

The dilutive securities in the tables above exclude stock options that would be anti-dilutive.

Accounting for Stock-Based Compensation

The Company maintains two stock option plans under which the Company may grant incentive stock options and non-qualified stock options to employees, consultants and non-employee directors. Stock options have been granted with exercise prices at or above the fair market value on the date of grant. Options vest and expire according to terms established at the grant date.

Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans based on the fair value of options granted. In December 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” which amends SFAS No. 123. SFAS No. 148 requires more prominent and frequent disclosures about the effects of stock-based compensation.

As of January 1, 2003, the Company adopted SFAS No. 148 and SFAS No. 123 and used the prospective method of applying SFAS No. 123 for the transition. For stock options that have been granted prior to January 1, 2003, the Company will continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, because the grant price equaled or exceeded the market price on the date of grant for options issued by he Company, no compensation expense has been recognized for stock options granted prior to January 1, 2003. For the three months ended September 30, 2004 and 2003, the Company has recognized after-tax stock option expense of approximately $651,000 and $232,000, respectively. For the nine months ended September 30, 2004 and 2003, the Company has recognized after-tax stock option expense of approximately $2,108,000 and $712,000, respectively.

7

Had compensation cost for the Company’s stock options for all grants been recognized based upon the estimated fair value on the grant date under the fair value methodology prescribed by SFAS No. 123, as amended by SFAS No. 148, the Company’s net income and earnings per share would have been as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Net income, as reported	$	24,184,042	$	18,557,490	$	63,948,009	$	47,263,999
Deduct total stock-based employee compensation expense determined under the fair value method for all awards granted prior to January 1, 2003, net of related tax effects	12,452		93,274		37,355		279,823
Net income, pro forma	$	24,171,590	$	18,464,216	$	63,910,654	$	46,984,176
Earnings per share
Basic, as reported	$	0.51	$	0.38	$	1.33	$	0.96
Basic, pro forma	0.51		0.37		1.33		0.95
Diluted, as reported	0.50		0.37		1.31		0.94
Diluted, pro forma	0.50		0.37		1.31		0.94

The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.

Stock Spilt Effected in the Form of a Stock Dividend

In September 2004, the Company’s Board declared a 2-for-1 stock split to be effected in the form of a stock dividend of its common stock. The record date is November 1, 2004, and the additional shares will be distributed on November 18, 2004.  All of the share and per share numbers have been adjusted to reflect the stock split.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2004 presentation with no effect on net income or retained earnings as previously reported.

2.             Trade Accounts Receivable, net

Trade accounts receivable consist of the following:

	At September 30,						At December 31,
	2004			2003			2003
Trade accounts receivable	$	116,834,023		$	89,583,137		$	68,717,357
Allowance for doubtful accounts	(1,852,953		)	(1,790,363		)	(1,889,210		)
Allowance for sales discounts	(1,258,355		)	(642,432		)	(754,851		)
	$	113,722,715		$	87,150,342		$	66,073,296

8

3.             Inventories

The components of inventories consist of the following:

	At September 30,				At December 31,
	2004		2003		2003
Raw materials	$	76,002,247	$	32,056,747	$	38,822,274
In-process products	18,881,959		14,849,626		15,132,723
Finished products	68,976,128		48,153,594		52,247,716
	$	163,860,334	$	95,059,967	$	106,202,713

4.             Property, Plant and Equipment, net

Property, plant and equipment, net consists of the following:

	At September 30,						At December 31,
	2004			2003			2003
Land	$	13,857,962		$	13,124,355		$	13,133,848
Buildings and site improvements	65,498,053			55,296,943			64,054,606
Leasehold improvements	5,734,534			5,891,470			5,833,533
Machinery and equipment	134,797,352			124,726,769			125,987,726
	219,887,901			199,039,537			209,009,713
Less accumulated depreciation and amortization	(118,457,273		)	(105,961,155		)	(105,397,774		)
	101,430,628			93,078,382			103,611,939
Capital projects in progress	24,450,266			11,730,408			3,614,380
	$	125,880,894		$	104,808,790		$	107,226,319

5.             Investments

As of September 30, 2004, the Company held a 35.0% investment in Keymark Enterprises, LLC (“Keymark”). The Company believes that the carrying value of its investment in Keymark exceeds its fair value and therefore has written down the value of its investment to zero.  Prior to the equity interest in Keymark, the Company had an agreement with Keymark’s predecessor to incorporate and specify the Company’s products in its software and to add some functionality to the software. The amounts paid in 2002 and 2001 (see Note 12 to the consolidated financial statements in the Company’s 2003 Annual Report) were payments made by the Company under the agreement as well as $15,000 to exercise an option included in the agreement giving the Company its initial 30% equity in Keymark’s predecessor. In 2003, the Company paid $500,000 for the additional 5% share but does not have have any additional funding requirements. In accordance to the criteria set forth in FASB Interpretation No. 46, the Company has concluded that it is not required to absorb any of the losses of Keymark beyond its initial investment nor does it have the ability to exert significant influence on Keymark’s operating and financing policies.

9

Available-for-Sale Investments

The Company’s investments in all debt securities are classified as either cash and cash equivalents or available-for-sale investments. As of September 30, 2004 and 2003, the Company’s investments were as follows:

	Amortized Cost			Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
At September 30, 2004
Debt investments
Municipal bonds	$	21,436,122		$	3,252	$	43,908	$	21,395,466
Commercial paper	—			—		—		—
Total debt investments	21,436,122			3,252		43,908		21,395,466
Money market instruments and funds	37,894			—		—		37,894
	$	21,474,016		$	3,252	$	43,908	$	21,433,360
At September 30, 2003
Debt investments
Municipal bonds	$	22,206,727		$	37,753	$	17,317	$	22,227,163
Commercial paper	3,122,257			—		—		3,122,257
Total debt investments	25,328,984			37,753		17,317		25,349,420
Money market instruments and funds	(4,406		)	—		—		(4,406		)
	$	25,324,578		$	37,753	$	17,317	$	25,345,014

Of the total estimated fair value of debt securities, $37,894 and $900,000 was classified as cash equivalents as of September 30, 2004 and 2003, respectively, and $21,395,466 and $24,449,420 was classified as short-term investments as of September 30, 2004 and 2003, respectively.

As of September 30, 2004, contractual maturities of the Company’s available-for-sale investments were as follows:

	Amortized Cost		Estimated Fair Value
Amounts maturing in less than 1 year	$	10,155,013	$	10,130,692
Amounts maturing in 1 - 5 years	6,464,499		6,451,111
Amounts maturing in 5 - 10 years	1,298,738		1,298,751
Amounts maturing after 10 years	3,517,872		3,514,912
	$	21,436,122	$	21,395,466

During the nine months ended September 30, 2003, there were realized gains of $2,129 related to the sale of available-for-sale investments.

6.             Accrued Liabilities

Accrued liabilities consist of the following:

	At September 30,				At December 31,
	2004		2003		2003
Sales incentive and advertising allowances	$	16,984,905	$	9,291,652	$	9,600,613
Dividends payable	4,783,425		—		—
Vacation liability	3,891,233		3,105,380		3,132,463
Other	3,032,583		3,531,711		2,448,411
	$	28,692,146	$	15,928,743	$	15,181,487

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7.             Debt

Outstanding debt at September 30, 2004 and 2003, and December 31, 2003, and the available credit at September 30, 2004, consisted of the following:

	Available			Debt Outstanding
	Credit at			at						at
	September 30,			September 30,						December 31,
	2004			2004			2003			2003
Revolving line of credit, interest at bank’s reference rate less 0.50% (at September 30, 2004, the bank’s reference rate less 0.50% was 4.25%), expires November 2006	$	12,954,570		$	—		$	—		$	—
Revolving term commitment, interest at bank’s prime rate less 0.50% (at September 30, 2004, the bank’s prime rate less 0.50% was 4.25%), expires June 2005	9,200,000			—			—			—
Revolving line of credit, interest at the bank’s base rate plus 2% (at September 30, 2004, the bank’s base rate plus 2% was 6.75%), expires September 2005	449,697			—			—			—
Revolving line of credit, interest at 4.50%, expires August 2005	4,604,400			—			1,050,604			—
Term loan, interest at LIBOR plus 1.375% (at September 30, 2004, LIBOR plus 1.375% was 3.035%), expires May 2008	—			1,200,000			1,500,000			1,350,000
Term loans, interest rates between 2.94% and 5.60%, expirations between 2006 and 2018	—			1,805,957			4,693,228			4,941,593
Standby letter of credit facilities	845,430			—			—			—
	28,054,097			3,005,957			7,243,832			6,291,593
Less line of credit and current portion of long-term debt				(551,323		)	(1,922,860		)	(1,113,657		)
Long-term debt, net of current portion				$	2,454,634		$	5,320,972		$	5,177,936
Standby letters of credit issued and outstanding	(845,430		)
	$	27,208,667

As of September 30, 2004, the Company had one outstanding standby letter of credit in the amount of $845,430 to guarantee performance on the Company’s leased facility in the United Kingdom.

8.             Commitments and Contingencies

Note 9 to the consolidated financial statements in the Company’s 2003 Annual Report provides information concerning commitments and contingencies. From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The Company does not believe that the outcomes of currently pending matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not

11

believe that these matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Corrosion, hydrogen enbrittlement, stress corrosion cracking, hardness, wood pressure—treating chemicals (such as copper), misinstallations, environmental conditions or other factors can contribute to failure of fasteners and connectors. On occasion, some of the fasteners that the Company sells have failed, although the Company has not incurred any material liability resulting from those failures. The Company attempts to avoid such failures by establishing and monitoring appropriate product specifications, manufacturing quality control procedures, inspection procedures and information on appropriate installation methods and conditions.  The Company subjects its products to extensive testing, with results and conclusions published in Company catalogues and on its website (see www.strongtie.com/info).   Based on test results to date, the Company believes that if its products are appropriately selected and installed in accordance with the Company’s guidance, they may be reliably used in appropriate applications.

9.             Segment Information

The Company is organized into two primary segments. The segments are defined by types of products manufactured, marketed and distributed to the Company’s customers. The two product segments are connector products and venting products. These segments are differentiated in several ways, including the types of materials used, the production process, the distribution channels used and the applications in which the products are used. Transactions between the two segments were immaterial for each of the periods presented.

The following table illustrates certain measurements used by management to assess the performance of the segments described above as of or for the following periods:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2004			2003		2004			2003
Net Sales
Connector products	$	167,675,000		$	133,563,000	$	472,329,000		$	363,386,000
Venting products	20,885,000			18,329,000		57,982,000			51,423,000
Total	$	188,560,000		$	151,892,000	$	530,311,000		$	414,809,000
Income from Operations
Connector products	$	35,571,000		$	26,277,000	$	97,384,000		$	69,864,000
Venting products	3,206,000			2,723,000		6,809,000			6,918,000
All other	(181,000		)	228,000		(667,000		)	(163,000		)
Total	$	38,596,000		$	29,228,000	$	103,526,000		$	76,619,000
				At September 30,					At December 31,
				2004		2003			2003
Total Assets
Connector products				$	380,948,000	$	278,862,000		$	272,917,000
Venting products				58,019,000		41,728,000			38,628,000
All other				93,266,000		148,182,000			150,147,000
Total				$	532,233,000	$	468,772,000		$	461,692,000

Cash collected by the Company’s subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore, has been included in the total assets of the segment entitled “All other.” Cash and cash equivalent and short-term investment balances in the “All other” segment were approximately $79,866,000, $137,218,000 and $139,021,000 as of September 30, 2004 and 2003, and December 31, 2003, respectively.

12

10.           Subsequent Events

In October 2004, the Company completed the acquisition of the assets of Quik Drive, U.S.A., Inc. and Quik Drive Canada, Inc. and 100% of the equity of Quik Drive Australia Pty. Limited (collectively “Quik Drive”). Quik Drive manufactures collated fasteners and fastener delivery systems which are marketed in the U.S., Canada, Australia and New Zealand.  The cost (subject to post-closing adjustments) of the acquisition was $30.0 million in cash and $5.0 million in stock (which was not and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements).

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain matters discussed below are forward-looking statements that involve risks and uncertainties, certain of which are discussed in this report and in other reports filed by the Company with the Securities and Exchange Commission.   Actual results might differ materially from results suggested by any forward-looking statements in this report.

The following is a discussion and analysis of the consolidated financial condition and results of operations for the Company for the three and nine months ended September 30, 2004 and 2003. The following should be read in conjunction with the interim Condensed Consolidated Financial Statements and related Notes appearing elsewhere herein.

In September 2004, the Company’s Board declared a 2-for-1 stock split to be effected in the form of a stock dividend of its common stock. The record date is November 1, 2004, and the additional shares will be distributed on November 18, 2004.  All of the share and per share numbers have been adjusted to reflect the stock split.

Results of Operations for the Three Months Ended September 30, 2004, Compared

with the Three Months Ended September 30, 2003

Net sales increased 24.1% to $188.6 million as compared to net sales of $151.9 million for the third quarter of 2003. Net income increased 30.3% to $24.2 million for the third quarter of 2004 as compared to net income of $18.6 million for the third quarter of 2003. Diluted net income per common share was $0.50 for the third quarter of 2004 as compared to $0.37 for the third quarter of 2003.

In the third quarter of 2004, sales growth occurred throughout North America and Europe. The growth in the United States was strongest in the southern and western regions. Simpson Strong-Tie’s third quarter sales increased 25.5% over the same quarter last year, while Simpson Dura-Vent’s sales increased 13.9%. Lumber dealers, contractor distributors and dealer distributors were the fastest growing Simpson Strong-Tie sales channels. The sales increase was broad based across most of Simpson Strong-Tie’s major product lines. Engineered wood products and seismic and high wind products had the highest percentage growth rates in sales, while core products, which include joist hangers and column bases also showed solid growth. Sales of all of Simpson Dura-Vent’s major product groups increased compared to the third quarter of 2003.

Income from operations increased 32.1% from $29.2 million in the third quarter of 2003 to $38.6 million in the third quarter of 2004 and gross margins increased from 39.7% in the third quarter of 2003 to 41.2% in the third quarter of 2004. This increase was primarily due to improved absorption of overhead costs resulting from increased sales volume, partially offset by increased material costs, mainly steel, the cost of which continued to increase. To reduce the effect of the rising steel prices in 2004 and to avoid possible shortages in supply, the Company purchased additional steel at the end of 2003 and in 2004. In addition, the Company has had two sales price increases in 2004 to offset the rising cost of steel. Steel prices may have reached a temporary peak, but they are expected to remain at their current level for the foreseeable future. If they stay at their current levels or increase further and the Company is not able to maintain or increase prices, the Company’s margins could deteriorate.

Selling expenses increased 14.9% from $12.4 million in the third quarter of 2003 to $14.2 million in the third quarter of 2004, primarily due to increased costs associated with the addition of sales personnel and increased promotional activities totaling approximately $1.3 million. General and administrative expenses increased 32.4% from $18.7 million in the third quarter of 2003 to $24.8 million in the third quarter of 2004. This increase was primarily due to an increase in cash profit sharing of approximately $3.0 million, as a result of higher operating income, and an increase in pre-tax stock compensation expenses of approximately $0.8 million. The increase was also partially due to increased administrative overhead costs totaling approximately $0.9 million. In addition, bad debt expense was higher by approximately $0.5 million relative to the same quarter last year. The tax rate was 37.6% in the third quarter of 2004, up slightly from 37.5% in the third quarter of 2003.

14

Results of Operations for the Nine Months Ended September 30, 2004, Compared

with the Nine Months Ended September 30, 2003

In the first nine months of 2004, net sales increased 27.8% to $530.3 million as compared to net sales of $414.8 million in the first nine months of 2003. Net income increased 35.3% to $63.9 million in the first nine months of 2004 as compared to net income of $47.3 million in the first nine months of 2003. Diluted net income per common share was $1.31 in the first nine months of 2004 as compared to $0.94 in the first nine months of 2003.

In the first nine months of 2004, sales growth occurred throughout North America and Europe. The growth in the United States was strongest in the southern, western and northeastern regions. Simpson Strong-Tie’s sales increased 30.0% over the first nine months of 2003, while Simpson Dura-Vent’s sales increased 12.8%. Lumber dealers, dealer distributors and contractor distributors were the fastest growing Simpson Strong-Tie sales channels. The sales increase was broad based across most of Simpson Strong-Tie’s major product lines. Engineered wood products and seismic and high wind products had the highest percentage growth rates in sales, while core products showed solid growth. Sales of Simpson Dura-Vent’s gas vent, chimney, and pellet vent products increased compared to the first nine months of 2003, while sales of its Direct-Vent products were flat.

Income from operations increased 35.1% from $76.6 million in the first nine months of 2003 to $103.5 million in the first nine months of 2004 and gross margins increased from 40.2% in the first nine months of 2003 to 40.8% in the first nine months of 2004. This increase was primarily due to improved absorption of overhead costs resulting from increased sales volume, partially offset by an increase in material costs, mainly steel, the cost of which continued to increase during the first nine months of 2004 as discussed above.

Selling expenses increased 17.4% from $36.3 million in the first nine months of 2003 to $42.6 million in the first nine months of 2004, primarily due to increased costs associated with the addition of sales personnel, including those related to the acquisition in May 2003 of MGA Construction Hardware & Steel Fabricating Limited and MGA Connectors Limited (collectively, “MGA”) in Canada, and increased promotional activities totaling approximately $5.1 million. General and administrative expenses increased 30.7% from $53.9 million in the first nine months of 2003 to $70.5 million in the first nine months of 2004. This increase was primarily due to an increase in cash profit sharing of approximately $9.6 million, as a result of higher operating income, and an increase in pre-tax stock compensation expenses of approximately $2.5 million. The increase was also partially due to higher legal expenses of approximately $1.8 million and to increased administrative overhead costs totaling approximately $1.7 million, including those related to the acquisition of MGA. In addition, in the first quarter of 2004, the Company donated $0.5 million to a university in central California to help fund the research and development of innovative construction practices. The tax rate was 38.4% in the first nine months of 2004, down from 38.9% in the first nine months of 2003. The decrease was primarily due to tax credits in an enterprise zone related to the expansion of the Company’s facilities in Stockton, California, and tax credits related to research and development costs.

The Company recently was informed of a consumer alert issued on October 21, 2004, by the fraud division of the office of the Contra Costa County, California, District Attorney, regarding the corrosion of some types of connectors and fasteners when used with some types of pressure-treated wood. A local television news program reported on this matter on the same day. The Company subjects its products to extensive testing, including their use with pressure-treated wood. The Company publishes its conclusions and guidance in its catalogues and on its web site (see www.strongtie.com/info). Based on its test results to date, the Company believes that if its products are appropriately selected and properly installed in accordance with the Company’s guidance, they may be reliably used in appropriate applications with pressure-treated wood.

Liquidity and Sources of Capital

As of September 30, 2004, working capital was $279.0 million as compared to $278.2 million at September 30, 2003, and $269.5 million at December 31, 2003. The increase in working capital from December 31, 2003, was primarily due to an increase in inventories of approximately $57.7 million. In total, the value of inventory increased 54.3% from December 31, 2003, approximately half of which was attributable to rising prices.  Raw material prices were up approximately 45.7% while raw material quantities, mainly steel, were up 38.0% from December 31, 2003.  There was also an increase in the Company’s trade accounts receivable of approximately $47.6 million.  Net accounts receivable increased by 72.1% from December 31, 2003.  The increase is due primarily to increased prices and sales volumes.  The Company increased prices a total of approximately 15% during the nine-month period ended September 30, 2004.  In addition, sales volumes are typically greater in the second and third quarters compared to the first and fourth quarters.  Offsetting these factors was a decrease in cash, cash equivalents, and short-term

15

investments of approximately $56.3 million, primarily due to the repurchase for approximately $31.3 million of the Company’s common stock, and an increase in trade accounts payable of approximately $22.0 million. Accrued liabilities increased by approximately $13.5 million, primarily as a result of higher accrued rebates and for the dividends declared in the third quarter of 2004 and payable in October 2004 and  January 2005. Accrued cash profit sharing, which is based on operating income, also increased, by approximately $6.9 million. The balance of the change in working capital was due to the fluctuation of various other asset and liability accounts. The working capital change and changes in noncurrent assets and liabilities, combined with net income and noncash expenses, including depreciation, amortization and stock-based compensation charges, totaling approximately $82.8 million, resulted in net cash provided by operating activities of approximately $10.7 million. As of September 30, 2004, the Company had unused credit facilities available of approximately $27.2 million.

The Company used approximately $8.0 million in its investing activities. Approximately $30.9 million was used for capital expenditures and approximately $0.6 million was used to acquire 100% of the shares of ATF Furrer Holz GmbH (“ATF”), in Switzerland. ATF distributes a line of hidden connectors in some European countries.  This was offset by the net sales and maturities of available-for-sale securities of approximately $23.3 million. Approximately $13.2 million of the capital expenditures comprised real estate and related purchases, primarily for the construction of the Company’s new manufacturing facility in McKinney, Texas. This facility is expected to be completed around the end of 2004. The anticipated additional costs to complete this facility are expected to be approximately $6.0 million.  In addition, the Company expects to spend approximately $7.1 million for equipment and furnishings for this facility.  In August 2004, the Company entered into an agreement to purchase the Columbus, Ohio, facility which is currently leased from a related party.  The purchase price is approximately $4.0 million and is expected to be completed in 2005.  The Company expects its total capital spending to be approximately $45.0 million for 2004.

In October 2004, the Company’s subsidiary, Simpson Strong-Tie, completed the acquisition of the assets of Quik Drive, U.S.A., Inc. and Quik Drive Canada, Inc. and 100% of the equity of Quik Drive Australia Pty. Limited (collectively “Quik Drive”). Quik Drive manufactures collated fasteners and fastener delivery systems which are marketed in the U.S., Canada, Australia and New Zealand. The cost (subject to post-closing adjustment) of the acquisition was $30.0 million in cash and $5.0 million in stock (which was not and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements).

The Company’s financing activities used net cash of approximately $35.9 million, $31.3 million of which was used for the repurchase of 1,150,854 shares of its Common Stock as part of the $50.0 million that the Company’s Board of Directors authorized in December 2003 to reduce the dilutive effect of recently granted stock options.  In addition, the Company repaid approximately $4.3 million of its debt at its European subsidiaries. Other uses of cash for financing activities included the payments of cash dividends in both April and July 2004. In both July and September of 2004, the Company’s Board of Directors declared cash dividends to be paid in October 2004 and January 2005, respectively. Each dividend is $0.05 per share totaling approximately $2.4 million each. Approximately $3.4 million was provided by the issuance of common stock.

The Company believes that cash generated by operations and borrowings available under its existing credit agreements will be sufficient for the Company’s working capital needs and planned capital expenditures over the next twelve months. Depending on the Company’s future growth and possible acquisitions, it may become necessary to secure additional sources of financing.

The Company believes that the effect of inflation on the Company has not been material in recent years, as inflation rates have remained relatively low. However, recent increases in the price of steel, the Company’s main raw material, and the possibility of further increases may adversely affect the Company’s margins if it cannot recover the higher costs through price increases.

16

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s short-term investments consisted of debt securities of approximately $21.4 million as of September 30, 2004. These securities, like all fixed income instruments, are subject to interest rate risk and will vary in value as market interest rates fluctuate. If market interest rates were to increase immediately and uniformly by 10% or less from levels as of September 30, 2004, the decline in the fair value of the investments would not have a material effect on the Company’s financial position as of September 30, 2004, or results of operations for the three and nine months then ended.

The Company has foreign exchange rate risk in its international operations, primarily Europe and Canada, and through purchases from foreign vendors. The Company does not currently hedge this risk. If the exchange rate were to change by 10% in any one country where the Company has operations, the change in net income would not be material to its operations taken as a whole. The translation adjustment resulted in gains of approximately $1.7 million and $0.1 million in the three and nine months ended September 30, 2004, respectively, primarily due to the effect of the weakening of the U.S. dollar in relation to British and Canadian currencies, offset by the strengthening of the U.S. dollar versus the other European currencies.

Item 4. Controls and Procedures.

As of September 30, 2004, an evaluation was performed under the supervision and with the participation of the Company’s management, including the chief executive officer (“CEO”) and the chief financial officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures were effective as of that date.

We have determined that there are deficiencies in our control systems and we are working toward remediating them.  We have not yet determined if any of the deficiencies are or would be significant or may be material weaknesses. The Company has operated and continues to operate with a lean management and administrative organization. The Company’s management is considering increasing the segregation of duties and authority relating to various Company processes and financial functions. In its continuing review, management may find it necessary or advisable to add human resources and enhance control procedures, to better protect those processes and functions from error and abuse. Management’s review is ongoing. New procedures may be developed and implemented from time to time, as the need for them becomes apparent.

Since June 30, 2004, the Company has been and is implementing changes to its internal controls which may be reasonably likely to materially affect its internal controls over financial reporting. The changes that the Company has implemented primarily relate to segregation of duties and include the following:

•              The Company has formalized its internal controls over the process of authorizing transactions at the appropriate level of management. In addition, more robust procedures have been put in place in purchasing and payables to segregate ordering, receiving and authorizing payment of Company purchases.

•              The Company has also implemented training procedures so that employees who are authorized to make purchases are also aware of rules and procedures for properly recording the purchases in the appropriate period.

•              The use of general ledger checklists has been expanded to promote accuracy and completeness in recording transactions.

•The Company has increased the oversight of the preparation and review of computations of customer rebates.

17

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The Company does not believe that the outcomes of these matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 22, 2004, the Company announced its intention to begin to repurchase up to approximately 1,150,000 shares of its Common Stock in the open market in order to reduce the dilutive effect of recently granted stock options. The repurchase program is part of the $50.0 million that the Company’s Board of Directors authorized in December 2003. This authorization will remain in effect through December 31, 2004. The following table presents the monthly purchases by the Company during the third quarter of 2004:

					(d) Maximum
				(c) Total Number	Number (or
				of Shares (or	Approximate Dollar
	(a) Total	(b)		Units) Purchased	Value) of Shares (or
	Number of	Average		as Part of	Units) that May Yet
	Shares (or	Price Paid		Publicly	Be Purchased Under
	Units)	per Share		Announced Plans	the Plans or
Period	Purchased	(or Unit)		or Programs	Programs
July 1, 2004 - July 31, 2004	8,000	$	26.31	8,000	106,000
August 1, 2004 - August 31, 2004	106,000	$	27.76	106,000	—
September 1, 2004 - September 30, 2004	—	$	—	—	—
Total	114,000			114,000

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

18

Item 6. Exhibits.

10.1	First Amendment to Asset Purchase Agreement, dated October 13, 2004, by and between Quik Drive, U.S.A., Inc., Quik Drive Canada Inc. and G. Lyle Habermehl, and Simpson Strong-Tie Company Inc. and Simpson Manufacturing Co., Inc.
10.2	Agreement Regarding Amended Schedules, dated October 14, 2004, by and between Quik Drive, U.S.A., Inc., Quik Drive Canada Inc., and G. Lyle Habermehl, and Simpson Strong-Tie Company Inc. and Simpson Manufacturing Co., Inc.
10.3	Third Amendment to the Loan Agreement, dated November 6, 2001, between, Simpson Manufacturing Co., Inc. and Union Bank of California, N.A.
10.4	2600 International Street, Columbus, Ohio, Purchase Agreement and Joint Escrow Instructions, dated August 10, 2004, between Simpson Manufacturing Co., Inc. and Everett Johnston, Barclay Simpson, Richard Phelan, Estate of Tye Gilb, Judy Oliphant, Doyle Norman, Amy Simpson, Julie Simpson, Elizabeth Simpson Murray, Steve Eberhard, Steve Lamson, Richard Perkins, Thomas Fitzmyers and Simpson Investment Company, a California General Partnership.
11.	Statements re computation of earnings per share.
31.	Rule 13a-14(a)/15d-14(a) Certifications.
32.	Section 1350 Certifications.

19

SIGNATURES

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

		Simpson Manufacturing Co., Inc.
		(Registrant)
DATE:	November 9, 2004	By	/s/ Michael J. Herbert
			Michael J. Herbert
			Chief Financial Officer
			(principal accounting and financial officer)

20

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT

This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made as of October 13, 2004, by and between Quik Drive, U.S.A., Inc., a Tennessee corporation, Quik Drive Canada Inc., an Ontario corporation, and G. Lyle Habermehl, on the one hand, and Simpson Strong-Tie Company Inc., a California corporation, and Simpson Manufacturing  Co., Inc., a Delaware corporation, on the other hand, with reference to the following facts:

The parties hereto have entered into that certain Asset Purchase Agreement dated as of September 9, 2004 (the “Agreement”).  PricewaterhouseCoopers LLP has advised Buyer that the amount of the purchase price that should properly be allocated to the Habermehl Patent Rights differs from that stated in the Agreement.  The parties desire to amend the Agreement to reflect that advice and to make other minor changes.  Capitalized terms used and not otherwise defined herein have the meanings respectively ascribed to them in the Agreement.

Accordingly, the parties hereby amend the Agreement, as follows:

1.The last sentence of section 2.3.1 is amended to read, “At the Closing, the Deposit shall be returned to Buyer.”

2.The first sentence of section 2.3.2 is amended to read,

“Subject to the other provisions of this section 2.3, at the Closing Buyer or its designee(s) shall pay, as part of the Purchase Price, to Sellers by wire transfer in accordance with such written instructions as Sellers may furnish to Buyer at least two business days prior to the Closing Date, the following amounts in cash:

Seller	Amount
Habermehl	$	5,482,000
Quik Drive USA	19,900,307
Quik Drive Canada	4,617,693
Total	$	30,000,000	”

3.Clause (a) of the first sentence of section 2.8 is amended to read, “(a) $5,482,000 to the Habermehl Patent Rights,”.

4.Buyer agrees that Buyer will not suffer or permit Quik Drive Australia to renew its Lease of real property at 13 Carnegie Place, Blacktown, New South Wales, Australia, on or after its expiration on August 24, 2005, unless Quik Drive USA shall be relieved and released from any liability resulting from any breach of or default under such Lease occurring on or after August 25, 2005.

1

5.The Agreement shall continue in full force and effect, without change except only as is expressly set forth herein.

IN WITNESS WHEREOF, this First Amendment to Asset Purchase Agreement has been duly executed by or on behalf of the parties hereto as of the date first above written.

	SIMPSON STRONG-TIE COMPANY, INC.
	BY:
G. Lyle Habermehl	Michael J. Herbert
	Chief Financial Officer
QUIK DRIVE, U.S.A, INC.	SIMPSON MANUFACTURING CO., INC.
BY:	BY:
G. Lyle Habermehl	Michael J. Herbert
President	Chief Financial Officer
QUIK DRIVE CANADA, INC.
BY:
G. Lyle Habermehl
President

2

EX-10.2

Exhibit 10.2

AGREEMENT REGARDING AMENDED SCHEDULES

This AGREEMENT REGARDING AMENDED SCHEDULES is made as of October 14, 2004, by and among Quik Drive, U.S.A., Inc., a Tennessee corporation (“Quik Drive USA”), Quik Drive Canada Inc., an Ontario corporation (“Quik Drive Canada”), G. Lyle Habermehl (“Habermehl”), Simpson Strong-Tie Company Inc., a California corporation (“Buyer”), and Simpson Manufacturing Co., Inc., a Delaware corporation (“Parent”).

On September 9, 2004, the above-named parties entered into an Asset Purchase Agreement (the “Agreement”) whereby Buyer agreed to purchase and Quik Drive USA, Quik Drive Canada and Habermehl agreed to sell to Buyer substantially all of the assets of Quik Drive USA and Quik Drive Canada, as well as certain patents and patent applications owned by Habermehl.  The parties desire to amend, and hereby do amend and restate in full, the schedules attached to the Agreement as signed on September 9, 2004, by substituting therefor the schedules attached hereto as Exhibit A.

	SIMPSON STRONG-TIE COMPANY, INC.
	By:
G. Lyle Habermehl	Michael J. Herbert
	Chief Financial Officer
QUIK DRIVE, U.S.A, INC.	SIMPSON MANUFACTURING CO., INC.
By:	By:
G. Lyle Habermehl	Michael J. Herbert
President	Chief Financial Officer
QUIK DRIVE CANADA, INC.
By:
G. Lyle Habermehl
President

Schedule 1.1.3(a)
Assigned Contracts

BANK
Bank of America	Merchant Card Service Agreement	2/7/2001
American Express/Canadian ImperialBank of Commerce	Merchant Card Service Agreement	09/12/2003
TOOLING AGREEMENTS
Quality Mfg	Manufacture’s Certificate of Origin	10/3/1996
Quality Mfg	Assembly Machine for Extension Tube	10/3/1996
Quality Mfg	Form & Pierce Machine	8/7/2003
Siu Yip Plastic Moulds	Small Toolbox - Lg Toolbox	7/26/2003
Precision Production	Dieset	8/17/2004
Fwujih Die Casting Co., LTD	Aluminum Casting Moulds/Copper Die/Plastic Inject Die	7/25/2003
Kredier Corporation	/103001/105015/17/47/57/75/77/96/135/210/237/280/107054	7/28/2003
Atlas Pressed Metals	Molds - PN105490/105381	4/15/2004
Kredier Corporation	103001/105010A/15/17/47/57/75/77/96	9/26/2004
LWP Inc	Tooling/Fixtures & Molds	9/20/1999
Precision Production	105048 - Bit Wrench	1/23/1997
Precision Production	Torque Testing Fixture	12/5/2000
Aero Metals	2 - 21/2” & 3” G.T. Mold, Pro250 & Pro300 G.T. Mold, Gauge - Pro250	12/5/2000
Tuecast Precision	101018/21/19/07/12	1/23/1997
Precision Tool & Die	105048	1/23/1997
O Rings West, Inc.		6/10/2004
H&H Swiss Machine Products, Inc		6/23/2004
Aero Metals		8/17/2004
Colson Tennessee	105375/376/377/396/397/398/400/624/711/716/150118/121/123/108	8/23/2004
Kreider Corporation	105015/017/047/057/075/077/096/135/210/237/280/107054 & 103001	8/23/2004
Siu Ypi Plastics	Small Toolbox/QDA158/107301-303/107186-187/201112/107 196/107182	8/18/2004

WAREHOUSE LEASE AGREEMENTS
Lessor	Lessee
Nick & Tina Andriopoulos	Quik Drive Australia Pty LTD	8/25/2003
Losee Business Center, LLC	Quik Drive U.S.A, Inc. - Las Vegas Warehouse-Addendum 1	7/29/2004
Glen Corporation	Quik Drive Canada, Inc.	4/19/2004
Glen Corporation	Summary of Charges	8/27/2004
CUSTOMER AGREEMENTS
Sphere 1	Preferred Vendor Agreement	8/1/2004
Do it Best Corporation	Terms & Conditions	3/7/2000
Reno-Depot	Vendor Buying Agreement	10/25/1999
Amazon.com	Vendor Buying Agreement	3/4/2004
Ace Hardware Corporation	Electronic Payments Agreement	7/21/2004
Lowe’s Company	Vendor Buying Agreement	10/6/2003
Lowe’s Company	Electronic Payments Agreement	3/23/2004
Lowe’s Company	Suppplier Support Commitment Form	12/31/2003
Lowe’s Company	Rebate Schedule	1/1/2004
Coventry Fasteners	Trading Terms	2/1/2004
NBSG Group	Trading Terms	7/1/2004
Construction Supply & Specialists PTY	Supplier Bill of Rights	4/1/2002
Orgill, Inc.	Trading Terms	6/21/2004
Cimarron Lumber	Vendor Buying Agreement	9/6/2002
Lumbermen’s Merchandising Corporation	Vendor Buying Agreement	8/9/2004
Orco 2004 Programming	Vendor Buying Agreement	1/1/2004
White Cap Industries	Proposal for Supply	9/8/2003
Lance Bisset LTD	Volume Rebate Program	4/12/2004
Home Hardware Stores LTD	Discount Agreement	10/1/2003
Rona	Commercial Agreement	1/1/2003
Cimmaron Lumber	Vendor Indemnity Agreement
Ausco Building Systems	Vendor Contract	6/1/2004
BMC West/KBI Distribution	Purchasing Contract	7/18/2003
SALES/ AGENCY AGREEMENTS

Details, Inc.	Store Service Agreement	1/1/2002
Zina International - QVC	Marketing & Sales Agreement	8/1/2002
Exhomde, LLC - Home Depot	Marketing & Sales Agreement	1/10/2000
Eastern Region Salesmen	Quarterly Bonus Program	1/18/2004
Canadian Employees	Bonus Agreements (See Schedule 5.1.17)	6/18/2004
Development Mktg	Buyer Term & Agreement	9/6/2002
Noral Mktg	Marketing & Sales Agreement
Dan Burkhart	Sales Executive Employment Agreement	7/1/2003
TRADE SHOW CONTRACTS
Southern Building Show	Exhibit Space Contract	6/25/2004
NHS 2005	Exhibit Space Contract	7/24/2004
AWCI	Exhibit Space Contract	7/28/2004
Deck Expo III	Exhibit Space Contract	6/10/2004
Orgill, Inc.	Exhibit Space Contract	8/12/2004
International Builder’s Show	Exhibit Space Contract	2/9/2004
Residence Inn/Marriott	Hotel Accommodations/Reservations	4/22/2004
Do it Best Market	Exhibit Space Contract	6/10/2004
STAFDA	Exhibit Space Contract	6/29/2004
Construct Canada 04	Exhibit Space Contract	3/16/2004
JLC Live	Exhibit Space Contract	1/1/2004
AHMA	Exhibit Space Contract	3/31/2004
Fastener Fair - Stuttgart	Exhibit Space Contract	8/17/2004
Batimat 2005	Exhibit Space Contract	8/10/2004
BMR	Exhibit Space Contract	10/29/2002
CONFIDENTIAL DISCLOSURE AGREEMENTS
Fwu-Jih Die Casting Industrial	Confidential Disclosure Agreement	12/2/2001
Hitachi Power Tools	Confidential Disclosure Agreement	0/00/00
C&S Metal Products	Confidential Disclosure Agreement	3/12/2003
Mechanical Galv-Plating Corp.	Confidential Disclosure Agreement	6/8/2004
Jay Cee Sales & Rivets	Confidential Disclosure Agreement	8/16/2004
O Rings West, Inc	Confidential Disclosure Agreement	6/10/2004

Swan Secure Products	Confidential Disclosure Agreement	6/9/2004
Action Bolt & Screw	Confidential Disclosure Agreement	6/1/2004
C&H Distributors, LLC	Confidential Disclosure Agreement	6/11/2004
Cumberland Printing	Confidential Disclosure Agreement	6/4/2004
Exair Corporation	Confidential Disclosure Agreement	6/22/2004
Wang’s Brother Plastic	Confidential Disclosure Agreement	4/19/2002
Dubai Wire	Confidential Disclosure Agreement	11/3/2000
H&H Swiss Machine Products, Inc.	Confidential Disclosure Agreement	6/22/2004
Aero Metals Inc.	Confidential Disclosure Agreement	8/10/2004
Porter Cable	Confidential Disclosure Agreement	12/5/1995
Atlas Bolt & Screw	Confidential Disclosure Agreement	5/11/1997
Bryan Peters	Exair Corporation	8/18/2004
John T. Patton	Kreider Corporation	8/24/2004
See attached list of Confidential Disclosure Agreements
POWER OF ATTORNEY
LBMC	Declaration for Franchise Tax Board	9/25/2003
UPS Supply Chain Solutions	Customs Power of Attorney	5/13/2004
BDP, International	Customs Power of Attorney	11/15/2002
Russell A. Farrow Inc	Customs Power of Attorney	2/23/2004
Emery Customs Brokers	Customs Power of Attorney	4/3/1996
Yusen Air & Sea Service	Customs Power of Attorney	3/19/2004
V. Alexander Co., Inc.	Customs Power of Attorney	3/2/2004
Team Worldwide	Customs Power of Attorney	5/22/2002
Yellow Global	Customs Power of Attorney	5/31/2001
Schenker, Inc.	Customs Power of Attorney	5/10/2001
JAS Forwarding Inc.	Customs Power of Attorney	10/10/2000
DANZAS	Customs Power of Attorney	8/23/2001
Emery Worldwide	Customs Power of Attorney	10/10/2000
Near North Custom Brokers	Customs Power of Attorney	8/18/2004
VARIOUS DOCUMENTS
Dept of Environment & Conservation	Regulatory Requirements/Storm Water Discharge	2/1/2001
NEAC	Inspection for used oil disposal	4/9/2001

Dept of Labor & Workforce - TN	Boiler & pressure Vessel Inspection	1/1/2000
Dept of Labor & Workforce - TN	Certificate of Boiler Inspection	12/20/2002
Gallatin City Recorder	Property Taxes	2/1/2004
Riches & McKenzie	Listing of US Patents	10/31/2001
US Patent & Trademark Office	Trademark Application
Sonic Wall - PPd 1 Year in Advance	Antivirus - expires 12/03/05
	Australia - expires 12/24/04
	SOHO3-10 - expires 11/26/04
	Gallatin PRO100 - expires 06/28/05
	Las Vegas - Expires 12/28/04
	Toronto - expires 06/28/05
CRISPO Canada, Inc.	Patent Litigation Agreement	12/8/2003
Quik Drive Usa, Inc.	Certificate of Occupancy	2/28/2002
Quik Drive Usa, Inc.	Contract Pricing
Department of Treasury	Customs Security Bond	5/31/2001
State of Tennessee	Certificate of Title - 95 GMC	10/6/1994
Penske Truck Leasing	Bill of Sale	3/9/1998
Sumner Regional Health Systems, Inc.	Corporate Health Management	8/18/1997
SUPPLIER AGREEMENTS
University of Louisville Research	Service Agreement	7/1/2000
Porter Cable Corporation	Exclusive Patent License Agreement	2/18/1997
James Hardie Research Pty LTD	Consent to Use Trademark in Advertising Agreement	12/1/2000
K. TICHO	Supply Agreement	10/23/2002
AWCI Construction Dimensions	Publications Agreement	4/27/2004
Alarmco Las Vegas Warehouse	Installation & Monitoring Agreement	2/3/2004
NCO Financial Systems, Inc.	Credit Reporting Contract	6/21/2004
Cox Business Services	Commercial Service Agreement - Internet Service & IP Address	1/8/2004
Enterprise	Vehicle Lease	7/20/2000
Pitney Bowes Credit Corp.	Mailing Machine - Lease	5/14/2002
Pitney Bowes Credit Corp.	Protection Plan	2/8/2002
Ever Pure Water Systems	Water Cooler	3/20/1998
Harrison Security Services	Security Monitoring System & Agreement	1/19/2004
ATA Controls	Time clock Support Contract	7/15/2004
UPS Online WorldShip	Support Equipment Agreement	7/3/2001

InnoTech, LLC	Rental Service Agreement	3/20/1998
US Pest Protection	Pest Control Agreement	5/1/2001
Better Business Equipment	Notice of Lease Modification	5/2/2001
Sprint	Centurion Service Agreement-Phones	12/17/2001
Bellsouth Business Internet Services	Master Agreement	7/2/2003
AT&T	Master Agreement	7/15/2003
Nextel	Subscriber Agreement	2/27/2003
Verizon Wireless	Service Agreement	9/03/2003
Black Creek Janitorial	Service Schedule	10/23/2004
Environmental Air Systems	Planned Maintenace Agreement	6/7/2004
Pitney Bowes Credit Corp.	Series Agreement	12/1/2003
Welder’s Supply & Equipment, Inc.	Cylinder Rental Agreement	10/01/2004
BFI	Service Agreement - Waste/Garbage	8/21/1992
Cintas	Service Agreement - Uniform Rental	10/30/2002
Verizon Wireless	Service Agreement/Production	9/3/2003
Dun & Bradstreet	Supplement to Current Contract	3/8/2004
Dun & Bradstreet, Inc.	D & B zapdata MarketPlace Services Agreement and Master Agreement	9/8/2004
Paychex	Electronic Network Services Agreement	12/15/1999
T Mobile	Standard Service Agreement	6/16/2004
Federal Express Canada Ltd	Thermal Printer License	12/04/2003
Canadian Linen	Floor Mats (no written agreement)
Enbridge	Natural gas heating (no written agreement)
Vaughan Hydro	Electric Service (no written agreement)
Bell Canada	Watts, regular and high speed internet telephone service (no written agreement)
Waste Management	Trash removal service (no written agreement)
Voxcom	Security Alarm Service Agreement
Armor Personnel	Temporary Services
Home Depot	Revolving Account
Staples	Revolving Account

Purchase orders in the aggregate amount of $3,105,481.71 as of the date hereof.

See attached list of Consulting and Secrecy Agreements.

CONFIDENTIAL DISCLOSURE AGREEMENTS

William Anderson	Dewalt Industrial Tool Company	3/2/1998
Bob Klamis	Black & Decker	3/2/1997
John W. Follech	Black & Decker	2/25/1998
Byron Nelson	Leland Industries	4/30/1998
Stephen Redman	Leland Industries	4/30/1998
David Hubbard	Truecast Precision Industries	6/11/1998
John Barton	Channel Polymers	10/21/1998
Robert Cronin	Precision Tool & Die	10/13/1998
John C. Brooks	Plastic Sytems, Inc	8/28/1998
Joe Garata		5/6/1997
Mark Hattong	Micromatic Springs	1/29/1997
T. Allen Branaford	Precision Castings Of Tn.	2/2/1999
John Latimer	PCT	2/2/1999
John Wright	Ripley Industries	2/17/1997
Kellchi Fukuda	TWN Fasteners, Inc.	3/8/1999
Hirokaza Kitamura	TWN Fasteners, Inc.	3/8/1999
Ricky Fuston	TWN Fasteners, Inc.	3/8/1999
Helmut Tillinger	Dewalt Balck & Decker	3/12/1999
Mary Carter	Smurfit Stone	3/17/1998
Jerry H. Duncan	Primesource	3/25/1999
Gregg Jyu	Tazfas Corp	5/18/1998
Lin Cheng Chang	JWA	5/18/1998
Jeff Wardley	JWA	5/18/1998
Tsai Ming Te	JWA	5/18/1998
Randy Wallen	Dukane Corporation	12/22/1998
Mark Farrell	Compass International	12/3/1998
Cody Roulier	Compass International	12/3/1998
Craig J.		12/17/1998
Mike Greer	Rand Technology	12/26/1998
R. G. Hollis	Mechanical Plating P/L	6/19/1998
Gregory M. Gibbons	Vermont American Corporation	8/7/1996
Gregory M. Gibbons	Vermont American Corporation	6/11/1996
Mike Holman	Vermont American Corporation	8/7/1996
Todd Hoskins	Vermont American Corporation	8/7/1996
Gabriela Wagenbach	Airko	1/5/1998
Bernd Wagenbach	Airko	1/5/1998
Eric Kawlowski	Airko	1/5/1998
Falat Uwe	Airko	1/5/1998
Michael Hoew	Allied Signal Plastics	9/5/1997
Charles Hu	Action Bolt & Screw	11/11/1997
Illegible	Magnetic Technologies	11/11/1997
Natan Rondon Cuglovici	Sace Commercial & Industrial LTDA	6/13/1997
Richard Cummins	Senco Products	5/19/1997
Darrell Wondling		5/19/1997
Jim Boner	Sloan Fluid Access	4/1/1997
Erline Barnes	Willis Corron	1/1?/1996
Kevin Behr	Mechanical Galv-Plating P/L	6/24/1996
Scott Berry	Machine Specialties, Inc.	7/22/1996
Warrick Bringnans	Bringans & Associates	8/15/1996
Joe Cavallo	Jamil Packaging	7/15/1996
Terri L. Chambiiss	Betty Machine	6/24/1996
Kelly L. Coley	Coley & Lyles Insurance	1/15/1996
Dennis Duchesne	Caonac	7/25/1996
Ron East	Tennessee Corrugated Box	6/7/1996
David Fielding	Vermont American Corporation	8/13/1998
Thomas J. Gauld, Jr.	Kids Kingdom	8/14/1996
Paul Gentry	Gentry Sales	2/27/1996
K. Michael Grau		3/6/1996
Tim Greenfield	Warren Industries	11/14/1996
Robert W. Gregory	Mechanical Industries	6/6/1996
Helmut Hagenberg	GC Custom Brokers	6/6/1996
John Hamari	Skyline Displays	7/11/1996
James Harding	Phillips Printing	7/1?/1996
Roger Hasselquist	Warren Industries	11/14/1996
Ed Holford	Warren Industries	10/3/1996
Ron Huges	Old Dominion Freight Line	7/11/1996
Bob Jauilon	Southern Tool.	7/16/1996
Mark A. LaMoy	Rock-tenn Co.	8/14/1996
Stephen L. Layne		1/17/1996
Ernie Hehmauer	North American Building Systems, Inc.
Gerald Maggart	Rock-tenn Co.	6/7/1996
T. E. Mansour	MCM Capital	8/2/1996
Frank Mazzarino	Wabash Fibre Box	2/29/1996
John R. McCallum	GC Custom Brokers	6/6/1996
J. P. McCarley	C&C Industrial Sales	6/20/1996

Gerald McCreaxle	Betty Machine	6/24/1996
Mark Mondell	Packaging Fulfillment	7/25/1996
Eric Phrommer	Paulo Products Company	8/13/1996
James C. Piffinberger III	MCM Capital	9/16/1996
George S. Porter	CF Motor Freight	8/13/1996
Cheryl Sessler
Bruse Staggs	Primesource	9/27/1996
Brad J. Strosahl	Primesource	9/27/1996
	Team Machine Inc	10/17/1996
Barbara G.	Rock-tenn Co.	8/19/1996
Carl J. L	Whitford Corporation	6/6/1996
Scott Berry	Robbing & Bohr	6/23/1997
Michael Chroen	Machine Specialties, Inc.	2/24/1995
William H. Coley	Brueing Bearings, Inc.	10/12/199?
	Advantage Capitol Corporation	1/15/1995
	Raymond Cooper	2/3/1995
Daniel Dancer	Senco Products	11/3/1995
Rosemary DiFore	Alexander International	4/20/1995
Terry Dullaghan	Senco Products	11/3/1995
Wayne Ford	Springfield Sheet Metal
Walter Gambrell	Screw Machine Technology, Inc.	10/9/1995
Tim Gomet	University of Louisville	2/2/1995
Joe Hallock	Hallock Engineering	3/28/1995
William S. Hardaway	Hardaway Machine & Tool	12/18/1995
Dave Hubbard	Truecast Precision Castings	2/1/1995
Donald D. Klim	Blue Star Plastics	2/1/1995
Mark Keinath	M&W Tool	2/1/1995
Thomas Kennedy	Accelerated Technologies, Inc.	11/20/1995
Douglas King	Willis Corron	10/30/1995
Kurt Korfhage		10/2/1995
Butch Le Calire	AT&G Company, Inc.	6/5/1995
Gerald Maggart	Rock-tenn Co.	12/14/1995
David Meeks		10/9/1995
Benson L. Miller	Locknet	12/18/1995
J. Clayton Miller	Lockmasters	12/13/1995
Roger Miller	Precision Products	2/2/1995
William M. Miller	Cigna Property & Causaulty	10/30/1995
Mary Clarke Palmer	Alexander International	4/19/1995
	Kreider Corporation
Kitt Pater	Newcomb Spring of Tn.	10/4/1995
Robert Putnam	Sumner Machine Co.	12/18/1995
Byron Roland		2/2/1995
Melinda Sandy	Comprehensive Rehabilitation	11/2/1995
Douglas Stagnaur	LNP Engineering	10/3/1995
John Stewart	Alexander International	7/13/1995
Carl Vonlinden		2/6/1995
Brian Weeks	Emery Worldwide	3/7/1995
Russell Kennedy
Charles Mason		3/24/199?
Gene Greene		2/17/1996
David Butler	Jordan Industries	9/29/1994
Thomas Caffey	Jordan Industries	6/25/1994
Jeff Wardley	Grabber Construction Products	1/27/1994
Madeleine Burkhart	US Dept of Commerce	10/28/1993
Geoffrey Dreger	Intools Inc.	5/17/1993
H. R. Graan	Aztec Washer Co.	3/31/1993
Ken Hood	Air Express International	11/22/1993
Arthur Jacobson	Olympic Mfg. Group, Inc.	5/13/1993
Fred Let	Consultant	10/14/1993
Richard Lubold	FMC Corporation	4/5/1993
Andy R. Martin	Whitsell Mfg.	5/4/1993
Hubert McGovern	Olympic Mfg. Group, Inc.	5/13/1993
Henry Meador	International Machine & Tool	9/7/1993
Jim Moss	Whitsell Mfg.	8/11/1993
Gordon Murphy	Carlson systems	10/21/1993
Vincent Reymann		9/7/1993
Randy Shaw	Whitsell Mfg.	5/4/1993
Jane Watson	Bearings Inc	5/4/1993
Allen Ziehr, Jr.	Washington Penn Plastic Co.	11/12/1993
Scott Calvert	Product Design Center	6/4/1991
Paul Scherer	Intec
Lucky Tu & Richard Rousseau	Sheh Fung Screws	5/9/1989
Roger Baltz	Production Automation LTD	6/16/1988
George Morgan		3/31/1989
Pat Robinson	Black & Decker	5/19/1998
Dan Macsherry	Black & Decker	5/19/1998
Mark Borsos	Black & Decker	5/19/1998
Nancy Daigler	Rand Technology	10/15/1998
Ray Omsby	Rand Technology	10/15/1998

CONSULTING & SECRECY AGREEMENTS

Name	Date
Paul Scherer	5/3/93
Kurt M. Korfhage	10/23/95
Bob Gessler & RDC Industries	1/31/95
Ernest Davis - Davis Machinary & Sales, Inc	6/16/93
Kent Godstead	5/7/93
Henry Maupin - Intools Inc.	5/19/93
Bill Roberts - Lextech	6/11/93
John W. Nevil - Northwestern Industrial Specialists	5/28/93
James Smith	5/8/93
RDC Industries	4/6/93
Allen Ziehr, Jr.	5/27/93
Raymond Cooper	4/14/94
Omitech, Inc.	1990
Herman Topolsek - Interactive Designs, Inc.	8/28/90

Schedule 1.1.5

Scheduled Assets

See attached listing which is hereby incorporated by reference herein.

Account Number	Asset Description	Date Acquired	Original Cost		Depreciation through 10/14/04		Net Book Value
Administrative
1615	Desk & Credenza (GLH)	8/4/98	$	12,071.00	$	11,302.77	$	768.23
1615	Freight charge for GLH Furniture	8/4/98	$	1,528.19	$	1,430.94	$	97.25
1615	Office Furniture (GLH)	8/13/98	$	1,473.00	$	1,379.25	$	93.75
1615	Freight for 2 PC Sofa & Chair	8/25/98	$	228.79	$	214.23	$	14.56
1615	Decor Pacage for GLH’s Office	9/26/98	$	214.87	$	201.19	$	13.68
1615	Sony Laptop Computer	4/20/99	$	2,452.92	$	2,422.81	$	30.11
1615	Compaq EVO D510LE P4-2.26/40gb (CLL)	3/11/03	$	1,025.15	$	463.55	$	561.60
			$	18,993.92	$	17,414.74	$	1,579.18
Leashold
1630	Plant Remodeling	3/3/95	$	26,136.21	$	6,419.17	$	19,717.04
1630	Painting-part of factory, offices	3/3/95	$	4,618.61	$	1,134.38	$	3,484.23
1630	Painting	3/10/95	$	1,316.63	$	323.38	$	993.25
1630	Electrical Wiring	3/15/95	$	1,727.40	$	424.23	$	1,303.17
1630	Plant Remodeling	3/31/95	$	18,239.22	$	4,479.61	$	13,759.61
1630	Fee’s and Services re plant remodel	3/31/95	$	1,432.68	$	351.91	$	1 ,080.77
1630	Design fees and drawings	3/31/95	$	3,200.00	$	785.93	$	2,414.07
1630	Dock levelers and Shelters	4/24/95	$	5,539.55	$	1,348.70	$	4,190.85
1630	100’ of 8’ 11.5ga fencing and gate	8/24/98	$	1,480.00	$	1,385.81	$	94.19
1630	8’ x 10’ 432 series overhead door	8/25/98	$	3,808.00	$	3,565.65	$	242.35
1630	Project QD 5113-Reconstruct offices	9/15/98	$	68,067.87	$	10,609.10	$	57,458.77
1630	Carpeting	9/15/98	$	4,906.13	$	4,593.89	$	312.24
1630	Repaint conference room wall	10/18/98	$	125.00	$	19.25	$	105.75
1630	Carpet in Conference Room	10/18/98	$	700.00	$	655.45	$	44.55
1630	Fence for Parts Area	3/1/99	$	1,350.00	$	1,143.60	$	206.40
1630	Advertising Office	3/13/00	$	2,200.00	$	258.28	$	1,941.72
1630	Air Conditioner for front office	7/24/00	$	9,372.55	$	7,103.08	$	2,269.47
1630	Air Conditioner	8/9/00	$	6,595.54	$	4,998.49	$	1,597.05
1630	New Lights for Production Area	7/3/02	$	8,000.00	$	4,045.05	$	3,954.95
1630	Repair metal roof	1/7/04	$	3,977.79	$	447.16	$	3,530.63
1630	Overhead door and ramp	8/11/04	$	3,784.00	$	425.37	$	3,358.63
			$	176,577.18	$	54,517.49	$	122,059.69

Personally owned assets on company premises, not on company books:

All paintings, pictures, wall hangings and other ornamentation at all locations

All equipment, furnishings and other personal property in G. Lyle Habermehl office

All personal property of G. Lyle Habermehl in segregated area of warehouse

AH personal property of employees in their work area (usually readily identifiable as personal, rather than corporate, assets)

Schedule 2.1(a)

QUIK DRIVE

APRIL 30, 2004 FINANCIAL STATEMENT

IN AUDITED STATEMENT FORMAT

	April, 2004 Audit format
BALANCE SHEET
Assets
Current assets
Cash	747,736
Accounts receivable	2,656,999
Inventories	2,652,766
Prepaid expense	299,104
Total current assets	6,356,605
Property and equipment, net	819,642
	7,176,247
Liabilities and Shareholder’s Equity
Current liabilities
Bank line of credit	311,000
Accounts payable	1,035,627
Accrued expenses and liabilities	308,830
Total current liabilities	1,655,457
Shareholder	1,383,089
Total liabilities	3,038,546
Shareholders equity
Common stock	10,001
Retained earnings	4,127,700
Total shareholder’s equity	4,137,701
	7,176,247

STATEMENT OF INCOME AND RETAINED EARNINGS

Net Sales	8,306,948
Cost of sales	4,322,869
Gross profit	3,984,079
Operating expenses
Selling	1,488,551
General and Administrative	440,631
Warehouse and shipping	682,428
Research and development	64,765
	2,676,375
Income (loss) from operations	1,307,704
Interest expense	(1,805	)
Interest income	2,606
Foreign exchange gain (loss)	(64,779	)
Total other	(63,978	)
Earnings (loss before income taxes	1,243,726
Income taxes	86,444
Net earnings (loss)	1,157,282
Retained earnings, beginning of period	2,970,418
Retained earnings, end of period	4,127,700

Schedule 3.1.16

No Changes in Law

The Canadian International Trade Tribunal (“CITT”) has determined that there has been dumping and subsidizing of carbon steel or stainless steel fasteners, including screws, originating in or exported from the Peoples Republic of China and Chinese Taipei causing injury to the domestic industry.  The Canada Border Services Agency (“CBSA”) and CITT are continuing the investigation.  If the CBSA confirms that there has been dumping, tariffs may be imposed.

Schedule 5.1.1

Organization

Quik Drive USA is not qualified to do business as a foreign corporation in any state.

Schedule 5.1.2

Capitalization

Company	Shareholder
Quik Drive USA, Inc Authorized – 1,000 shares, no par value 500 shares issued and outstanding	G. Lyle Habermehl
Quik Drive Canada, Inc. Authorized – unlimited shares, no par value 1 share issued and outstanding	G. Lyle Habermehl
Quik Drive Australia Pty Limited Authorized - 1 ordinary share 1 ordinary share issued and outstanding	Quik Drive USA, Inc.

Schedule 5.1.5

Directors and Officers

Quik Drive USA, Inc.
Director	G. Lyle Habermehl
President	G. Lyle Habermehl
CFO & Secretary	C. Leigh Lister
VP- Sales	Kent Gilbert
Quik Drive Canada, Inc.
Director	G. Lyle Habermehl
President	G. Lyle Habermehl
CFO & Secretary	C. Leigh Lister
Quik Drive Australia Pty Limited
Director	G. Lyle Habermehl
Director	John W. Lister
President	G. Lyle Habermehl

Schedule 5.1.6

No Restriction on Transaction

See attached UCC search results reflecting a lien in favor of Bank of America with respect certain of the Assets of Quik Drive USA and Quik Drive Canada.  All such liens will be released on or prior to Closing.

See Schedule 3.1.16 which is hereby incorporated by reference herein.

See Schedule 5.1.7 which is hereby incorporated by reference herein.

Riley C Darnell Secretary of State		Uniform Commercial Code 312 Eighth Avenue North 6th Fl. Wm.R. Snodgrass Tower Nashville, Tennessee 37243 (615) 741-3276
	State of Tennessee
	Department of State

DATE:    08/13/04

To:

CAPITAL FILING SERVICES

8161 HWY 100

STE 172

NASHVILLE, TN 37221

RE:  UCC11 FILING No. 104045074

Criteria:

Debtor(s)

QUIK*DRIVE*USA*

Pursuant to your request, as search was conducted on the above criteria.  The attached search certificate reflects the results of the search.  If we may be of any further service to you, please contact us at (616) 741-3276.

Enclosures:           Original Documents

PAYMENT INFORMATION:	Paid Fees		Paid Copy Fees
	$	15	$	0.20

As of 8-12-2004

The Department of State is an equal opportunity, equal access, affirmative action public agency.

REQUEST FOR COPIES OR INFORMATION

		#BBS
DEBTOR(S) (LAST NAME FIRST) AND ADDRESS(ES)	PARTY REQUESTING COPIES OR INFORMATION	FOR FILING OFFICER USE
QUIK DRIVE USA, INC.	CFS c/o 8161 HIGHWAY 100, #172 NASHVILLE, TN 37221	RECEIVED – TENDERED FOR FILING TENNESSEE SECRETARY OF STATE 08/13/04 02:35 PM
any address $50 copy limit - if over, please provided list only		104–045074

(1) COPY REQUEST: Filing officer please furnish exact copies of all financing statements and statements of assignment listed below, which are on file with your office. Upon receipt of these copies, the undersigned party agrees to pay to the Filing Officer $1.00 for each page of each financing statement or statement of assignment furnished by the Filing Officer.

/s/ Peter Moelius

(Signature of Requesting Party)

FILE NO. DATE AND HOUR OF FILING NAME AND ADDRESS OF SECURED
PARTY

(2) INFORMATION REQUEST: Filing officer please furnish certificate showing whether there is on file as of                              , 19         , at                 M. any presently effective financing statement, or any statement of assignment thereof, naming the above debtor, give the date and hour of filing of each such statement, and the name and addresses of each party named therein.  Enclosed is the statutory fee of $15.00.  The undersigned party further agrees to pay to the Filing Officer, upon receipt of the above certificate, statement and each statement of assignment reported on the certificate.

(Signature of Requesting Party)

FILE NO. DATE AND HOUR OF FILING NAME AND ADDRESS OF SECURED
PARTY

Uniform Commercial Code — Form UCC 11 (Revised for use in the State of Tenn.)

Riley C. Darnell Secretary of State		Uniform Commercial Code 312 Eighth Avenue North 6th Fl. Wm.R. Snodgrass Tower Nashville, Tennessee 47243 (615) 741-3276
	State of Tennessee
	Department of State

DATE:      08/13/04 Search Certificate

Filing Number: 101012275 Filing Date & Time: 01/09/01 10:16:00 Lapse Date: 01/09/06

Debtor:	QUIK DRIVE USA INC
	436 CALVERT DRIVE
	GALLATIN, TN 37066
Debtor:	QUIK DRIVE USA INC
	436 CALVERT DRIVE
	GALLATIN, TN 37066
Secured Party:		BANK OF AMERICA, NA
		ONE BANK OF AMERICA PLAZA
		NASHVILLE, TN, 37239

Listing of Related UCC Documents for 101012275

Filing Date & Time	Filing Number	Filing Type
03/09/01            09:47:00	301069366	Amendment

1

[ILLEGIBLE]		THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT- FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain in effective, with certain exceptions, for 5 years from date of filing.		RECEIVED - TENDERED FOR FILING TENNESSEE SECRETARY OF STATE 01/09/01  10:16 AM 101-012275
A. NAME & TEL # OF CONTACT AT FILER (optional)	B. FILING OFFICE ACCT. # [optional]
C. RETURN COPY TO : (Name of the mailing address)
Bank of America, N.A. One Bank of America Plaza Nashville, TN, 37239
D. OPTIONAL DESIGNATION [ILLEGIBLE]   o LESSOR/LESSEE o CONSIGNOR/CONSIGNEE o NON-UCC FILING

1. DEBTOR’S EXACT FULL LEGAL NAME - Insert only one debtor name (1a or 1b)
OR	1a. ENTITY’S NAME Quik Drive Inc. U.S.A., Inc. and Quik Drive Canada, Inc
	1b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
1c. MAILING ADDRESS 436 Calvert Drive				CITY GALLATIN	STATE TN	COUNTRY	POSTAL CODE 37066
1d. S.S. OR TAX I.D. # 511196020		OPTIONAL ADD’NL INFO RE ENTITY DEBTOR)	1e. TYPE OF ENTITY	1f. ENTITY STATE OR COUNTRY OF ORGANIZATION	1g. ENTITY’S ORGANIZATIONAL If any o NONE

2.ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - Insert only one debtor name
OR	2.a. ENTITY NAME
	2.b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
2 c. MAILING ADDRESS				CITY	STATE	COUNTRY	POSTAL CODE
2.d. S.S. OR TAX I.D. #		OPTIONAL [ILLEGIBLE] ENTITY DEBTOR	2e. TYPE OF ENTITY	2f. ENTITY’S STATE OR COUNTRY OF ORGANIZATION	2g. ENTITY’S ORGANIZATIONAL If any o NONE

3. SECURED PARTY’S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME – Insert only one secured party name (3a or 3b)

OR

3.a. ENTITY’S NAME Bank of America, N.A.

3.b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3 c. MAILING ADDRESS One Bank of America Plaza

CITY Nashville

STATE TN

COUNTRY

POSTAL CODE ?

4. This FINANCING STATEMENT covers the following types of items of property: All Accounts and Inventory; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other accounts proceeds).

Maximum Principal Indebtedness for Tennessee Recording Tax Purposes is $1,000,000.00

5.

CHECK BOX (if applicable)

o

[ILLEGIBLE]

7. If filed in Florida (check one)

o

DOCUMENTARY STAMP TAX PAID

ý

DOCUMENTARY STAMP TAX NOT APPLICABLE

6. REQUIRED SIGNATURES /s/ LYLE HABERMEHL

8.o

[ILLEGIBLE]

LYLE HABERMEHL

9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s) ( ADDITIONAL FEE)

(optional)

o All Debtors

o Debtor 1

o Debtor 2

CFI ProServices, Inc. 400 S.W. 5th Avenue, Portland, Oregon 97204

(1) FILING OFFICER COPY — NATIONAL FINANCING STATEMENT ( FORM UCC1) (TRANS) (REV 12/18/95)

[ILLEGIBLE]		THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT- FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain in effective, with certain exceptions, for 5 years from date of filing.		RECEIVED - TENDERED FOR FILING TENNESSEE SECRETARY OF STATE 01/09/01  10:16 AM
A. NAME & TEL # OF CONTACT AT FILER (optional)	B. FILING OFFICE ACCT. # [optional]	301–069366
C. RETURN COPY TO : (Name of the mailing address)
Bank of America, N.A. FLS-100–02–0?                                                       ucc 3 amendment P.O. Box 40328 Jacksonville, FL 3???-0??9
D. OPTIONAL DESIGNATION [ILLEGIBLE]   o LESSOR/LESSEE o CONSIGNOR/CONSIGNEE o NON-UCC FILING		File #  101012275

1. DEBTOR’S EXACT FULL LEGAL NAME - Insert only one debtor name (1a or 1b)
OR	1a. ENTITY’S NAME Quik Drive Inc. U.S.A., Inc. and Quik Drive Canada, Inc
	1b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
1c. MAILING ADDRESS 436 Calvert Drive				CITY GALLATIN	STATE TN	COUNTRY	POSTAL CODE 37066
1d. S.S. OR TAX I.D. # ??-1196020		OPTIONAL INFO RE ENTITY DEBTOR)	1e. TYPE OF ENTITY Corporation	1f. ENTITY STATE OR COUNTRY OF ORGANIZATION	1g. ENTITY’S ORGANIZATIONAL If any ý NONE

2.ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - Insert only one debtor name
OR	2.a. ENTITY NAME
	2.b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
2 c. MAILING ADDRESS				CITY	STATE	COUNTRY	POSTAL CODE
2.d. S.S. OR TAX I.D. #		OPTIONAL INFO RE ENTITY DEBTOR	2e. TYPE OF ENTITY	2f. ENTITY’S STATE OR COUNTRY OF ORGANIZATION	2g. ENTITY’S ORGANIZATIONAL If any o NONE

3. SECURED PARTY’S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME – Insert only one secured party name (3a or 3b)

OR

3.a. ENTITY’S NAME Bank of America, N.A.

3.b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3 c. MAILING ADDRESS FLS-100–02–0?, One Bank of America Plaza

CITY Nashville

STATE TN

COUNTRY

POSTAL CODE 37239

4. This FINANCING STATEMENT covers the following types of items of property: All Inventory and Accounts; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other accounts proceeds).

This Filing is to increase indebtedness evidenced by original filing #101012275 dated 1/9/01 currently at $1,000,000.00

Maximum principal indebtedness for Tennessee recorded tax purpose is $1,000,000

Maximum Principal Indebtedness for Tennessee Recording Tax Purposes is $2000000.00.

5.

CHECK BOX (if applicable)

o

[ILLEGIBLE]

7. If filed in Florida (check one)

o

DOCUMENTARY STAMP TAX PAID

ý

DOCUMENTARY STAMP TAX NOT APPLICABLE

6. REQUIRED SIGNATURES /s/ LYLE HABERMEHL

8.o

[ILLEGIBLE]

LYLE HABERMEHL

9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s) ( ADDITIONAL FEE)

(optional)

o All Debtors

o Debtor 1

o Debtor 2

[ILLEGIBLE] Incorporated, 400 S.W. 5th Avenue, Portland, Oregon 97204

(1) FILING OFFICER COPY — NATIONAL FINANCING STATEMENT ( FORM UCC1) (TRANS) (REV 12/18/95)

Riley C Darnell Secretary of State		Uniform Commercial Code 312 Eighth Avenue North 6th Fl. Wm. R. Snodgrass Tower Nashville, Tennessee 37243
	State of Tennessee	(615) 741-3276
	Department of State

DATE:  08/13/04

To:
	CAPITAL FILING SERVICES
	8161 HWY 100
	STE 172
	NASHVILLE, TN 37221

RE:  UCC11 FILING No.  104045072

Criteria:

Debtor (s)

QUIK*DRIVE*AUSTRALIA*

Pursuant to your request, a search was conducted on the above criteria. The records of this office do not reflect an active financing statement on the above criteria. If we may be of an further service to you, please contact us at (615) 741-3276.

Enclosures: Original Documents

PAYMENT INFORMATION:	Paid Fees		Paid Copy Fees
	$	15	$	0.00

As of 8-12-2004

The Department of State is an equal opportunity, equal access, affirmative action public agency.

REQUEST FOR COPIES OR INFORMATION

		#BBS
DEBTOR(S) (LAST NAME FIRST) AND ADDRESS(ES) QUIK DRIVE AUSTRALIA, INC. any address $ 50 copy limit - if over, please provide list only	PARTY REQUESTING COPIES OR INFORMATION CFS c/o 8161 HIGHWAY 100, #172 NASHVILLE, TN 37221	FOR FILING OFFICER USE

RECEIVED – TENDERED FOR FILING

TENNESSEE SECRETARY OF STATE

08/13/04 02:35 PM

104 – 045072

(1) COPY REQUEST: Filing officer please furnish exact copies of all financing statements and statements of assignment listed below, which are on file with your office.  Upon receipt of these copies, the undersigned party agrees to pay to the Filing Officer $1.00 for each page of each financing statement or statement of assignment furnished by the Filing Officer.

/s/ Peter Moelius

(Signature of Requesting Party)

FILE NO. DATE AND HOUR OF FILING NAME AND ADDRESS OF SECURED
PARTY

(2) INFORMATION REQUEST: Filing officer please furnish certificate showing whether there is on file as of                       , 19         , at                        M, any presently effective financing statement, or any statement of assignment thereof, naming the above debtor, give the date and hour of filing of each such statement, and the names and addresses of each party named therein.  Enclosed is the statutory fee of $15.00.  The undersigned party further agrees to pay to the Filing Officer, upon receipt of the above certificate, statement and each statement of assignment reported on the certificate.

(Signature of Requesting Party)

FILE NO. DATE AND HOUR OF FILING NAME AND ADDRESS OF SECURED
PARTY

Uniform Commercial Code — Form UCC 11 (Revised for use in the State of Tenn.)

Riley C Darnell Secretary of State		Uniform Commercial Code 312 Eighth Avenue North 6th Fl. Wm. R. Snodgrass Tower Nashville, Tennessee 37243 (615) 741-3276
	State of Tennessee
	Department of State

DATE:  08/13/04

To:
	CAPITAL FILING SERVICES
	8161 HWY 100
	STE 172
	NASHVILLE, TN 37221

RE:    UCC11 FILING No. 104045073

Criteria:

Debtor (s)

QUIK*DRIVE*CANADA*

Pursuant to your request, a search was conducted on the above criteria. The attached search certificate reflects the results of the search. If we may be of any further service to you, please contact us at (615) 741-3276.

Enclosures:          Original Documents

PAYMENT INFORMATION:	Paid Fees		Paid Copy Fees
	$	15	$	0.20

As of 872-2004

The Department of State is an equal opportunity, equal access, affirmative action public agency.

REQUEST FOR COPIES OR INFORMATION

		#BBS
DEBTOR(S) (LAST NAME FIRST) AND ADDRESS(ES) QUIK DRIVE CANADA, INC. any address $ 50 copy limit - if over, please provide list only	PARTY REQUESTING COPIES OR INFORMATION CFS c/o 8161 HIGHWAY 100, #172 NASHVILLE, TN 37221	FOR FILING OFFICER USE

RECEIVED – TENDERED FOR FILING

TENNESSEE SECRETARY OF STATE

08/13/04 02:35 PM

104 – 045073

(1) COPY REQUEST: Filling officer please furnish exact copies of all financing statements and statements of assignment listed below, which are on file with your office.  Upon receipt of these copies, the undersigned party agrees to pay to the Filing Officer $1.00 for each page of each financing statement or statement of assignment furnished by the Filing Officer.

/s/ Peter Moelius

(Signature of Requesting Party)

FILE NO. DATE AND HOUR OF FILING NAME AND ADDRESS OF SECURED
PARTY

(2) INFORMATION REQUEST: Filing officer please furnish certificate showing whether there is on file as of                 , 19      , at                                  M, any presently effective financing statement, or any statement of assignment thereof, naming the above debtor, give the date and hour of filing of each such statement, and the names and addresses of each party named therein.  Enclosed is the statutory fee of $15.00.  The undersigned party further agrees to pay to the Filing Officer, upon receipt of the above certificate, statement and each statement of assignment reported on the certificate.

(Signature of Requesting Party)

FILE NO. DATE AND HOUR OF FILING NAME AND ADDRESS OF SECURED
PARTY

Uniform Commercial Code — Form UCC 11 (Revised for use in the State of Tenn.)

Riley C Darnell Secretary of State		Uniform Commercial Code 312 Eighth Avenue North 6th Fl. Wm.R. Snodgrass Tower Nashville, Tennessee 37243- (615) 741-3276
	State of Tennessee
	Department of State

Date: 08/13/04 Search Certificate

Filing Number: 101012275 Filling Date & Time: 01/09/01 10:16:00 Lapse Date: 01/09/06

Debtor:	QUIK DRIVE USA INC
	436 CALVERT DRIVE
	GALLATIN, TN, 37066
Debtor:	QUIK DRIVE CANADA INC
	436 CALVERT DRIVE
	GALLATIN, TN, 37066
Secured Party:		BANK OF AMERICA N A
		ONE BANK OF AMERICA PLAZA
		NASHVILLE, TN, 37239

Listing of Related UCC Documents for    101012275

Filing Date & Time	Filing Number	Filing Type
03/09/01     09:47:00	301069366	Amendment

1

[ILLEGIBLE]		THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT- FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain in effective, with certain exceptions, for 5 years from date of filing.		RECEIVED - TENDERED FOR FILING TENNESSEE SECRETARY OF STATE 01/09/01  10:16 AM 101-012275
A. NAME & TEL # OF CONTACT AT FILER (optional)	B. FILING OFFICE ACCT. # [optional]
C. RETURN COPY TO : (Name of the mailing address)
Bank of America, N.A. One Bank of America Plaza Nashville, TN, 37239
D. OPTIONAL DESIGNATION [ILLEGIBLE]   o LESSOR/LESSEE o CONSIGNOR/CONSIGNEE o NON-UCC FILING

1. DEBTOR’S EXACT FULL LEGAL NAME - Insert only one debtor name (1a or 1b)
OR	1a. ENTITY’S NAME Quik Drive Inc. U.S.A., Inc. and Quik Drive Canada, Inc
	1b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
1c. MAILING ADDRESS 436 Calvert Drive				CITY GALLATIN	STATE TN	COUNTRY	POSTAL CODE 37066
1d. S.S. OR TAX I.D. # 511196020		OPTIONAL INFO RE ENTITY DEBTOR)	1e. TYPE OF ENTITY	1f. ENTITY STATE OR COUNTRY OF ORGANIZATION	1g. ENTITY’S ORGANIZATIONAL If any o NONE

2.ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - Insert only one debtor name
OR	2.a. ENTITY NAME
	2.b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
2 c. MAILING ADDRESS				CITY	STATE	COUNTRY	POSTAL CODE
2.d. S.S. OR TAX I.D. #		OPTIONAL INFO RE ENTITY DEBTOR	2e. TYPE OF ENTITY	2f. ENTITY’S STATE OR COUNTRY OF ORGANIZATION	2g. ENTITY’S ORGANIZATIONAL If any o NONE

3. SECURED PARTY’S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME – Insert only one secured party name (3a or 3b)

OR

3.a. ENTITY’S NAME Bank of America, N.A.

3.b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3 c. MAILING ADDRESS One Bank of America Plaza

CITY Nashville

STATE TN

COUNTRY

POSTAL CODE ?????

4. This FINANCING STATEMENT covers the following types of items of property: All Accounts and Inventory; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other accounts proceeds).

Maximum Principal Indebtedness for Tennessee Recording Tax Purposes is $1,000,000.00

5.

CHECK BOX (if applicable)

o

[ILLEGIBLE]

7. If filed in Florida (check one)

o

DOCUMENTARY STAMP TAX PAID

ý

DOCUMENTARY STAMP TAX NOT APPLICABLE

6. REQUIRED SIGNATURES /s/ LYLE HABERMEHL

8.o

[ILLEGIBLE]

LYLE HABERMEHL

9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s) ( ADDITIONAL FEE)

(optional)

o All Debtors

o Debtor 1

o Debtor 2

CFI ProServices, Inc. 400 S.W. 5th Avenue, Portland, Oregon 97204

(1) FILING OFFICER COPY — NATIONAL FINANCING STATEMENT ( FORM UCC1) (TRANS) (REV 12/18/95)

[ILLEGIBLE]		THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT- FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain in effective, with certain exceptions, for 5 years from date of filing.		RECEIVED - TENDERED FOR FILING TENNESSEE SECRETARY OF STATE 03/09/01  09:47 AM 301-069366
A. NAME & TEL # OF CONTACT AT FILER (optional)	B. FILING OFFICE ACCT. # [optional]
C. RETURN COPY TO : (Name of the mailing address)
Bank of America, N.A. FL9–100–02–08 P.O.Box 40329 Jacksonville, FL 32203–0329
D. OPTIONAL DESIGNATION [ILLEGIBLE]   o LESSOR/LESSEE o CONSIGNOR/CONSIGNEE o NON-UCC FILING		File # 101012275

1. DEBTOR’S EXACT FULL LEGAL NAME - Insert only one debtor name (1a or 1b)
OR	1a. ENTITY’S NAME Quik Drive Inc. U.S.A., Inc. and Quik Drive Canada, Inc
	1b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
1c. MAILING ADDRESS 436 Calvert Drive				CITY GALLATIN	STATE TN	COUNTRY	POSTAL CODE 37066
1d. S.S. OR TAX I.D. # 51–1195020		OPTIONAL ADD’NL INFO ENTITY DEBTOR Corporation	1e. TYPE OF ENTITY	1f. ENTITY STATE OR COUNTRY OF ORGANIZATION	1g. ENTITY’S ORGANIZATIONAL If any ý NONE

2.ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - INSERT ONLY ONE DEBTOR NAME
OR	2.a. ENTITY NAME
	2.b. INDIVIDUAL’S LAST NAME			FIRST NAME	MIDDLE NAME			SUFFIX
2 c. MAILING ADDRESS				CITY	STATE	COUNTRY	POSTAL CODE
2.d. S.S. OR TAX I.D. #		OPTIONAL ADD’NL INFO ENTITY DEBTOR	2e. TYPE OF ENTITY	2f. ENTITY’S STATE OR COUNTRY OF ORGANIZATION	2g. ENTITY’S ORGANIZATIONAL If any o NONE

3. SECURED PARTY’S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME – Insert only one secured party name (3a or 3b)

OR

3.a. ENTITY’S NAME Bank of America, N.A.

3.b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3 c. MAILING ADDRESS [ILLEGIBLE] One Bank of America Plaza

CITY Nashville

STATE TN

COUNTRY

POSTAL CODE 37239

4. This FINANCING STATEMENT covers the following types of items of property: All Inventory and Accounts; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other accounts proceeds).

This Filing is to increase indebtedness evidenced by original filing #101012275 dated 1/9/01 currently at $1,000,000.00

Maximum Principal Indebtedness for Tennessee recorded tax purpose is $1,000,000

Maximum Principal Indebtedness for Tennessee Recording Tax Purposes is $1,000,000.00

5.

CHECK BOX (if applicable)

o

[ILLEGIBLE]

7. If filed in Florida (check one)

o

DOCUMENTARY STAMP TAX PAID

ý

DOCUMENTARY STAMP TAX NOT APPLICABLE

6. REQUIRED SIGNATURES /s/ LYLE HABERMEHL

8.o

[ILLEGIBLE]

LYLE HABERMEHL

9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s) ( ADDITIONAL FEE)

(optional)

o All Debtors

o Debtor 1

o Debtor 2

CONCENTREX Incorporated.  400 S.W. 5th Avenue, Portland, Oregon 97204

(1) FILING OFFICER COPY — NATIONAL FINANCING STATEMENT ( FORM UCC1) (TRANS) (REV 12/18/95)

Schedule 5.1.7

No Conflicts

The following agreements require consent to assignment:

Nick and Tina Andriopoulos	Lease with Quik Drive USA	8/25/2003
Losee Business Center, LLC	Quik Drive U.S.A, Inc. - Las Vegas Warehouse-Addendum 1	7/29/2004
Glen Corporation	Quik Drive Canada, Inc.	4/19/2004
Do it Best Corporation	Terms & Conditions	3/7/2000
Amazon.com	Vendor Buying Agreement	3/4/2004
Ace Hardware Corporation	Electronic Payments Agreement	7/21/2004
Lowe’s Company	Master Standard Buying Agreement
Lowe’s Company	Vendor Buying Agreement	10/6/2003
Lowe’s Company	Electronic Payments Agreement	3/23/2004
Lowe’s Company	Supplier Support Commitment Form	12/31/2003
Lowe’s Company	Rebate Schedule	1/1/2004
Zina International - QVC	Marketing & Sales Agreement	8/1/2002
Exhomde, LLC - Home Depot	Marketing & Sales Agreement	1/10/2000
NHS 2005	Exhibit Space Contract	7/24/2004
Orgill, Inc.	Exhibit Space Contract	8/12/2004
Do it Best Market	Exhibit Space Contract	6/10/2004
Batimat 2005	Exhibit Space Contract	8/10/2004
Hitachi Power Tools	Confidential Disclosure Agreement
Sumner Regional Health Systems, Inc.	Corporate Health Management	8/8/1997
Porter Cable Corporation	Exclusive Patent License Agreement	2/18/1997
James Hardie Research Pty LTD	Consent to Use Trademark in Advertising Agreement	12/1/2000
Enterprise	Vehicle Lease	7/20/2000
UPS Online WorldShip	Support Equipment Agreement	7/3/2001
Sprint	Centurion Service Agreement-Phones	12/17/2001
Bellsouth Business Internet Services	Master Agreement	7/2/2003
AT&T	Master Agreement	7/15/2003
Pitney Bowes Credit Corp.	Series Agreement	12/1/2003
T Mobile	Standard Service Agreement	6/16/2004
Verizon Wireless	Service Agreement	9/3/2003
Federal Express Canada Ltd.	Thermal Printer License	12/4/2003
American Express/Canadian Imperial Bank of Commerce	Merchant Card Service Agreement	09/12/2003
Bank of America	Merchant Card Service Agreement	2/7/2001
Dun & Bradstreet	D & B zapdata MarketPlace Services Agreement and Master Agreement	9/8/2004
Paychex	Electronic Network Services Agreement
BFI	Service Agreement	8/21/2002

The following contract requires notice upon assignment:

K.TICHO Supply Agreement dated October 23, 2002

The City of North Las Vegas requires Quik Drive USA to have a business license to operate there.  The license is not transferable.

Under Canadian law, Quik Drive Canada is required to give notice, or pay in lieu of notice, to Canadian employees of termination of employment.

Sellers make no representation or warranty regarding the Investment Canada Act or Competition Act.

The Sales Executive Employment Agreement dated July 1, 2003, between Quik Drive USA and Dan Burkhart provides that if Mr. Burkhart is not offered comparable employment by the purchaser of all or substantially all of Quik Drive USA’s assets, Mr. Burkhart will be entitled to one year’s annual base salary.

Schedule 5.1.11

Validity of Contracts

Manulife Financial	Contract proposal	7/19/2004
Paychex	Estimated Fee Schedule	7/26/2001
Prudential Financial	Request to Participate as Subscriber	7/15/2004
Guardian	Plan Agreement	8/1/2004
C&J Consulting	Administration Agreement	5/25/2001
G. Lyle Habermehl	Quik Drive USA, Inc. - Gallatin Location	1/1/1995

Schedule 5.1.13

Cover /Index Page

This Schedule 5.1.13 includes:

1.Patents Table

2.Trade Marks Table

3.Trade Names List

4.Designs Table

5.Copyright List

6.List of Exceptions under Section 5.1.13

7.“Off-the-Shelf” Commercially Available Software Programs

October 6, 2004

Schedule 5.1.13 Patents Table

QUIK DRIVE USA INC. Patents

Title	Country	SeriaNr	PatentNr	Code
Advance Mechanism for Collated Screwdriver	US	08/771962	5870933
Advance Mechanism for Collated Screwdriver	AU	94122/98	756804
Advance Mechanism for Collated Screwdriver	EP	98309551.4	1004404 B1
Advance Mechanism for Collated Screwdriver	DE	69818835.7	69818835.7
Advance Mechanism for Collated Screwdriver	UK	98309551.4	1004404
Advanced Mechanism for Collated Screwdriver	CA	2254416
Arrow Head Screwstrip	US	09/702541	6494322
Arrow Head Screwstrip	CA	2360178		OA
Autofeed Screwdriver for Screws With Flat Head Bottoms	CA	2329285
Autofeed Screwdriver for Screws With Flat Head Bottoms	US	09/663408	6601480
Autofeed Screwdriver for Screws With Flat Head Bottoms	GB	0122386.6	2367779
Autofeed Screwdriver for Screws With Flat Head Bottoms	DE	10145703.0		OA
Collated Drywall Screws	CA	2182856
Collated Drywall Screws	US	08/871659	5921736
Collated Drywall Screws	US	08/081829	5622024
Collated Screw Strip With Support Surface	US	08/879910	5819609
Double Arm Pawl for Autofeed Screwdriver	CA	2324627
Double Arm Pawl for Autofeed Screwdriver	US	09/694910	6439085
Driver for Screws Carrying Washers	CA	2325281		OA
Driver for Screws Carrying Washers	US	08/786662	5943926
Exit Locating Collated Screw Strip and Screwdrivers Therefore	US	08/233,909		AB
Exit Locating Collated Screw Strip and Screwdrivers Therefore	PC	CA95/00253		AB
Exit Locating Collated Screw Strip and Screwdrivers Therefore	US	08/545399	5699704
Exit Locating Collated Screw Strips and Screwdrivers Therefore	CA	2189026	2189026
Exit Locating Screwdriver	US	09/535783		AB
Exit Locating Screwdriver	US	09/140218	6055891
False Thread Screw and Screwstrip	US	09/343796	6074149
Fastener Retaining Nosepiece for Screwdrivers	CA	2324742
Fastener Retaining Nosepiece for Screwdrivers	US	09/694912	6363818
Fastener with Stepped Head for Composite Decking	US	10/269906
Fastener With Stepped Head for Composite Decking	AU	2003248195
Fastener With Stepped Head for Composite Decking	CA	2441715		OA
Finger Release Mechanism for Collated Strip Screwdriver	CA	2161591	2161591
Finger Release Mechanism for Collated Strip Screwdriver	US	08/331729	5570618
Hand Held Power Tool	PC	CA96/00876		AB
Hand Held Power Tool	US	08/577023		AB
Hand Held Power Tool	US	09/108578	6058815
Hand Held Power Tool	CH	96942213.8	0868265	AB
Hand Held Power Tool	BE	96942213.8	0868265	AB
Hand Held Power Tool	FR	96942213.8	0868265	AB
Hand Held Power Tool	DE	69603751.3	69603751.3

Title	Country	SeriaNr	PatentNr	Code
Hand Held Power Tool	GB	96942213.8	0868265
Hand Held Power Tool	IT	96942213.8	0868265	AB
Hand Held Power Tool	SE	96942213.8	0868265
Hand Held Power Tool	CA	2238318		OA
Hand Held Power Tool	AU	11356/97	728305
Hand Held Power Tool	EP	96942213.8	0868265
Holding Strap for Curved Screwstrip	US	10/738121		OA
Holding Strap for Curved Screwstrip	CA	2459089		OA
Lockable Telescoping Screwdriver	DE	19882991.4		OA
Lockable Telescoping Screwdriver	JP	2000-545677		OA
Lockable Telescoping Screwdriver	US	09/673917	6647836
Lockable Telescoping Screwdriver	US	08/741278	5855151
Lockable Telescoping Screwdriver	CA	2219259	2219259
Lockable Telescoping Screwdriver	PC	CA98/00432		AB
Power Drill Housing Extension Coupling	US	09/091816	6109145
Power Drill Housing Extension Coupling	EP	96942214.6	0873221 B1
Power Drill Housing Extension Coupling	AU	11357/97	716274
Power Drill Housing Extension Coupling	JP	523935/97
Power Drill Housing Extension Coupling	CA	2238268	2238268
Power Drill Housing Extension Coupling	US	08/579284	5662011
Power Drill Housing Extension Coupling	PC	CA96/00877		AB
Power Drill Housing Extension Coupling	BE	96942214.6	0873221	AB
Power Drill Housing Extension Coupling	FR	96942214.6	0873221	AB
Power Drill Housing Extension Coupling	DE	69604090.5	69604090.5
Power Drill Housing Extension Coupling	GB	96942214.6	0873221
Power Drill Housing Extension Coupling	IT	96942214.6	0873221	AB
Power Drill Housing Extension Coupling	SE	96942214.6	0873221
Power Drill Housing Extension Coupling	CH	96942214.6	0873221	AB
Replaceable Bit Screwdriver Assembly	US	08/673615		AB
Replaceable Bit Screwdriver Assembly	US	08/673615	5918512
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	EP	95916542.4	0805736
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	AU	23014/95	681026	AB
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	CA	2189027		OA
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	FR	95916542.4	0805736	AB
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	DE	69506587.4	0805736
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	GB	95916542.4	0805736
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	CH	95916542.4	0805736	AB
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	PC	CA95/00252		AB
Screw Strip with Overlapping Washers, and Method and Apparatus for Installation	US	08/234,333	5542323
Screw Strip with Washers	CA	602955	1297451
Screw Strip with Washers	US	07/414,514	4930630
Screwdriver for Joining Metal Framing	US	09/140508	6085616
Screwdriver Replaceable Bit Assembly	us	044,956	5351586
Screwdriver Replacement Bit Assembly	CA	2275133	2275133
Screwdriver With Dual Cam Slot for Collated Screws	CA	2312292	2312292
Screwdriver With Dual Cam Slot for Collated Screws	JP	11-505167		OA
Screwdriver With Dual Cam Slot for Collated Screws	EP	98929177.8	0991502 B1

Title	Country	SeriaNr	PatentNr	Code
Screwdriver With Dual Cam Slot for Collated Screws	AU	79033/98	740659
Screwdriver With Dual Cam Slot for Collated Screws	CA	2293615	2293615
Screwdriver with Dual Cam Slot for Collated Screws	FR	98929177.8	0991502	AB
Screwdriver with Dual Cam Slot for Collated Screws	DE	69807692.3	69807692.3
Screwdriver with Dual Cam Slot for Collated Screws	SE	98929177.8	0991502
Screwdriver with Dual Cam Slot for Collated Screws	CH	98929177.8	0991502	AB
Screwdriver with Dual Cam Slot for Collated Screws	GB	98929177.8	0991502
Screwdriver with Dual Cam Slot for Collated Screws	US	10/689466
Screwdriver With Dual Cam Slot for Collated Screws	US	08/882323	5934162
Screwdriver With Dual Cam Slot for Collated Screws	US	09/313848	6089132
Screwdriver with Dual Cam Slot for Collated Screws	US	10/252751		AB
Screwdriver With Dual Cam Slot for Collated Screws	PC	CA98/00601		AB
Screwdriver with Replaceable Bit Assembly	PC	94-00209		AB
Screwdriver with Replaceable Bit Assembly	US	08/225949	5531143
Screwdriver with Replaceable Bit Assembly	JP	06-522576	3506337
Screwdriver with Replaceable Bit Assembly	CA	2160001	2160001
Screwdriver with Replaceable Bit Assembly	GB	94913466.2	0693018
Screwdriver with Replaceable Bit Assembly	FR	94913466.2	0693018	AB
Screwdriver With Replaceable Bit Assembly	AU	65618/94	676044
Screwdriver With Replaceable Bit Assembly	EP	94913466.2	0693018 B1
Screwdriver with Replaceable Bit Assembly	DE	69407775.5-8	69407775.5
Screwdriver with Replaceable Nose for Collated Screws	US	08/511945	5568753
Screwdriver with Replaceable Nose for Collated Screws	FR	96112745.3	0757935	AB
Screwdriver with Replaceable Nose for Collated Screws	DE	69601333.9	69601333.9
Screwdriver with Replaceable Nose for Collated Screws	IT	96112745.3	0757935	AB
Screwdriver with Replaceable Nose for Collated Screws	SE	96112745.3	0757935	AB
Screwdriver with Replaceable Nose for Collated Screws	CH	96112745.3	0757935	AB
Screwdriver with Replaceable Nose for Collated Screws	GB	96112745.3	0757935
Screwdriver with Replaceable Nose for Collated Screws	JP	8-226059
Screwdriver with Replaceable Nose for Collated Screws	EP	96112745.3	0757935 B1
Screwdriver with Replaceable Nose for Collated Screws	AU	61924/96	702558
Screwdriver with Replaceable Nose for Collated Screws	CA	2182765
Screwdriver With Shoe Guided Slide Body	US	09/517771	6244140 B1
Screwdriver With Dual Cam Slot for Collated Screws	US	09/843544	6453780 B2
Screwdriver with Slotted Nose for Collated Screws	US	08/673398	5927163
Screwdriver With Slotted Nose for Collated Screws	CA	2207647		OA
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	US	08/018897	5337635
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	JP	06-518505	3524924
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	AU	60347/94	682678
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	EP	94 906 808.4	0684894 B1
Screwdriving Apparatus for Use in Driving Screws	CA	2156276	2156276

Title	Country	SeriaNr	PatentNr	Code
Joined Together in a Strip
Screwdriving Apparatus for Use In Driving Screws..	PC	94-00082		AB
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	US	08/198129	5469767
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	FR	94906808.4	0684894	AB
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	DE	69406532.3	69406532.3
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	GB	94906808.4	0684894
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	IT	94906808.4	0684894	AB
Screwdriving Apparatus for Use in Driving Screws Joined Together in a Strip	CH	94906808.4	0684894	AB
Semi-Automatic Screwdriver for Collated Screws	CA	2327583		AB
Semi-Automatic Screwdriver for Collated Screws	US	09/453004	6164170
Socket for Lever Removal of Screwdriver Bit	AU	59417/96	679486
Socket for Lever Removal of Screwdriver Bit	US	08/673611		AB
Socket for Lever Removal of Screwdriver Bit	US	09/006401	5884541
Socket for Lever Removal of Screwdriver Bit	CA	2275131	2275131
Split Nosepiece for Driving Collated Screws	US	10/291248
Split Nosepiece for Driving Collated Screws	PC	CA03/01725		OA
Split Nosepiece for Driving Collated Screws	US	Unknown (filed 8/31/04)
Supporting Deflective Screwstrip	CA	2207763	2207763
Supporting Deflective Screwstrip	US	08/754543	5758768
Toeing Nosepiece for Screwdrivers	US	09/694902	6425306
Toeing Nosepiece for Screwdrivers	CA	2324623

Schedule 5.1.13 Trade Marks Table

QUIK DRIVE USA INC. Trade Marks

Trademark	Country	Serial Nr	Reg Nr	Code
QUIK DRIVE	AR	2.270.689		AB
QUIK DRIVE (Class 7)	AR	2.270.690		AB
QUIK DRIVE (Class 7)	AU	714755	714755
QUIK DRIVE (Class 6)	AU	703514	703514
QUIK DRIVE (Class 6)	AU	714754	714754
QUIK DRIVE (Class 7)	BR	822783231		NUC
QUIK DRIVE (Class 6)	BR	822783223		NUC
BANANA	CA	1180441		OA
QUIKSTRIP	CA	814998	TMA 513984	NUC
QUIKDRIVER	CA	1159962	TMA 612070
QD2000	CA	826576	TMA 481523
QUIKDRIVER DESIGN	CA	765083	TMA 482906
QUIK DRIVE	CA	617765	TMA 369470
QUIK DRIVE	CA	767016	TMA 455959
COIL-SCRU	CA	767015	TMA 451607
THE COLOUR “YELLOW”	CA	855542	TMA 533331
QD	CA	864308	TMA 539044
QUIK DRIVE & DESIGN	CA	669112	TMA 399584
QUIKSTRIP (Class 6)	CT	1524131	1524131	NUC
QUIKDRIVER & DESIGN	CT	1523901	1523901
QUIK DRIVE (Classes 6, 7)	CT	375634	375634
QUIK DRIVE (Class 7)	JP	102190/1996	4162603	NUC
QUIK DRIVE (Classes 6, 7)	JP	102189/1996	4184722	NUC
QUIK DRIVE (Classes 6, 7)	KP	2000-0013491	498836	NUC
QUIK DRIVE	NO	2000 01585	208436
QUIKDRIVER & DESIGN	NO	2000 01587	208437
QUIKSTRIP	NO	2000 01586	205419	NUC
QUIK DRIVE	NZ	262876	262876
BANANA	US	76/533522		OA
QUIK DRIVE	US	75/171485	2133981
QUIKSTRIP	US	75/135151	2129515	NUC
QUICK/DRIVER 6	US	74/426304	1943366	AB
QUIKDRIVER DESIGN	US	74/521911	2014146
QUICK/DRIVER 8	US	74/426369	1930508	AB
QUICK/DRIVER 10	US	74/425767	1930507	AB
QUIKDRIVER	US	76/480910	2786131
THE COLOUR “YELLOW”	US	75/414639	2655212
QUIK DRIVE	US	764973	1544189
QD2000	US	75/204197	2147335
COIL-SCRU	US	74/602233	1967998
QD	US	75/409138	2430220

Schedule 5.1.13 Trade Name List

QUIK DRIVE USA INC. Trade Names

Trade Names / Fictitious business names:

QUIK DRIVE

QUIK DRIVE USA

QUIK DRIVE CANADA

QUIK DRIVE AUSTRALIA

quikdrive.com

www.quikdrive.com and other similar domain names

Unregistered Trade Marks/ Service Marks:

QD PRO

Schedule 5.1.13 Designs Table

QUIK DRIVE USA INC. Designs

Title	Country	Serial Nr	Reg Nr
Screwdriving Tool for Collated Fasteners	US	29/063864	391135
Screwdriving Tool for Collated Fasteners	CA	1997-1113	82461
Screwstrip	US	29/131969	469344

Schedule 5.1.13 Copyright List

QUIK DRIVE USA INC. Copyrights

Unregistered Copyrights in advertising and promotional materials, website www.quikdrive.com, instructional materials and manuals for products, product packaging, including, but not limited to, the following U.S. Copyright Applications:

No.	Title	Year creation completed	Date First Published
1.	QD PRO MANUAL	2003	October 1, 2003
2.	QD 2000 SDS MANUAL	2004	July 1, 2004
3.	QDA 158 MANUAL	2004	August 1, 2004
4.	QDA 158 Spec Sheet	2004	August 1, 2004
5.	PRO 175G2 Spec Sheet	2004	July 1, 2004
6.	PRO 200G2 Spec Sheet	2004	September 15, 2004
7	PRO 250G2 Spec Sheet	2004	September 16, 2004
8.	PRO 300G2 Spec Sheet	2004	September 16, 2004
9.	QD PROLDH Spec Sheet	2004	August 9, 2004
10.	QD PRORF Spec Sheet	2003	July 1, 2003
11.	QD PRO Attachment Spec Sheets	2003	July 1, 2003
12.	QD2000 SDS Spec Sheet	2004	August 26, 2004
13.	QD2000F Spec Sheet	2004	August 4, 2004
14.	SDS Cordless Spec Sheet	2004	July 20, 2004
15.	Easy fix for squeaky floor Flyer	2004	April 3, 2004
16.	FastPitch Specialty Fasteners Flyer	2002	July 2, 2002
17.	Recommended Fasteners for Hardibacker® Ceramic Tile Backerboard Flyer	2002	July 2, 2002
18.	Approved System For High Density OSB Flyer	2004	August 20, 2004
19.	Deck / Dock Screws Flyer	2004	August 15, 2004
20.	QD PRO175G2 & QD PRO250G2 Schematic	2001	September 15, 2001
21.	QD PRO200G2 Schematic	2001	September 15, 2001
22.	QD 2000 SDS G2 Schematic	2001	September 15, 2001
23.	Screw Box Labelling for Straight screwstrip	2003	January 1, 2003
24.	Screw Box Labelling for Curved Screwstrip	2004	April 15, 2004
25.	Tool box label for QD PROGT	2004	September 22, 2004
26.	Package Label for QuikDriver	2003	April 15, 2003

Schedule 5.1.13 List of Exceptions under Section 5.1.13:

1.	Confidential Settlement and Mutual Release Agreement effective 10-15-2003 with Anchor Distributing, Inc. (G2145/28)
2.	Confidential Settlement and Mutual Release Agreement effective 11-14-2003 with Universal Fastener Outsourcing, LLC (G2145/29)
3.	Settlement Agreement with Crispo Canada Inc. dated March 10, 2004.
4.	Settlement Agreement with Evolution Fasteners Inc. dated October 10, 2002.
5.	Quik Drive / K.Ticho Supply Agreement dated October 23, 2002 (provides for manufacture of screwstrips in Korea for sale to Quik Drive). (G2145/21)
6.	Federal Court of Canada – Court Action T-1271-01 - Quik Drive Canada, Inc. vs. Langtry Industries Ltd. and G. Lyle Habermehl in respect of Canadian Patent 2,189,026. (QUIK1)
7.	Federal Court of Canada – Court Action T-99-02 – Quik Drive Canada, Inc. vs. Langtry Industries Ltd. and G. Lyle Habermehl in respect of Canadian Patents 2,160,001, 2,2275,131 and 2,275,133. (QUIK2)
8.	Correspondence received from the law firm of Kinman Amlani Holland of New Westminster, B.C., dated August 20, 2004 and August 21, 2004 alleging invalidity and threatening reexamination proceedings against unspecified patents by unspecified clients.
9.	Oral threat by Mr. Langtry, principal of Langtry Industries, to initiate reexamination proceedings against patents mentioned in #6 and #7 above.
10.	Opposition proceedings by Quik Drive USA Inc. for the trade mark BLUE-COLOURED STRAP FOR A SCREW STRIP, Serial No. 1108629, Applicant – Langtry Industries Ltd. (O-QUI003)

Schedule 5.1.13 “Off-the-Shelf” Commercially Available Software Programs

1.Adobe Acrobat

2.Microsoft MapPoint

3.Microsoft Office

4.Microsoft Project

5.Microsoft Publisher

6.Microsoft Windows

7.Roxio CD & DVD Creator

8.Symantec pcAnywhere

9.Symantec WinFax Pro

Schedule 5.1.15

Litigation

See Schedule 5.1.13, items 6 - 10, which are incorporated by reference herein.

Schedule 5.1.17

Contracts for Personal Services

Bonus agreements with the following Canadian employees:

Garry Pickering

Kelly Ewin

Alex Rousseau

Virginia Rabson

John Schembri

Bob McCormick

James Roffe

Eastern Region salesmen quarterly bonus program

Sales Executive Employment Agreement between Quik Drive, U.S.A., Inc. and Dan Burkhart dated July 1, 2003.

Schedule 5.1.18

Employee Benefit Plans

Habermehl intends to pay bonuses to all employees of the Companies following Closing.

See Schedule 5.1.17 which is incorporated by reference herein.

Quik Drive USA, Inc.

Key Program Elements	Offering
Healthcare Protection	Medical, Dental, Vision, Cancer, Accident, Cardiac Care, Critical Care, Hospital Intensive Care & Coronary Care Plan
Financial Protection	Group Term Life/AD&D, Supplemental Term Life/AD&D, Spouse Term Life, Child Term Life, Short Term Disability, Long Term Disability
Education	Tuition Reimbursement
Financial Security	401(k) Plan

Participation: (except 401(k))

•Starting the first of the month following 90 days of continuous employment

•During open enrollment period, which occurs once per year prior to August 1

•Regular full-time employees who work at least 30 hours per week

•Eligible dependents of  employees  (see evidence of coverage booklets for eligibility guidelines)

Changes:

•During your open enrollment period

•A Change in Status when you, your spouse, or your dependent(s) GAIN or LOSE ELIGIBILITY for your current coverage; AND the election change that you intend to make corresponds with that GAIN or LOSS of same coverage.

HEALTHCARE PROTECTION

•  Medical Coverage (Group)

The medical plan is designed to help assist you and your family with the cost of medical expenses, including hospital, non-hospital, prescription drug and behavioral health.

Benefits are available as follows:

PLAN PROVISIONS	IN-NETWOK		OUT-OF-NETWORK [2]
Annual Deductible
(Quik Drive reimburses the in-network individual and family deductible)
Individual	$	1,000	$	2,000
Family	$	2,000	$	4,000
Annual Out-of-Pocket Maximum Amount
Individual	$	2,500	$	7,500
Family	$	5,000	$	15,000
Lifetime Maximum	$	5,000,000	$	5,000,000
Pre-Existing Waiting Period [1]	12 months		12 months
Practitioner Office Services
Office Visits	$25 Co-pay (S network)		60% after Deductible
	$30 Co-pay (P network)
Routine Diagnostic Lab, X-Ray, & Injections	No additional Co-pay		60% after Deductible
Non-routine Diagnostic Services [5]	80% after Deductible		60% after Deductible
Preventative Health Care Services
Well Child Care (to age 6)	$25 Co-pay (S network)		60% after Deductible
	$30 Co-pay (P network)
Annual Well Woman exam	$25 Co-pay (S network)		60% after Deductible
	$30 Co-pay (P network)
Annual Mammography Screening	No Additional Co-pay		60% after Deductible
Annual Cervical Cancer Screening	No Additional Co-pay		60% after Deductible
Prostate Cancer Screening	No Additional Co-pay		60% after Deductible
Immunizations (to age 6)	No Additional Co-pay		60% after Deductible
Services Received at a Facility
(includes profession and facility charges)
Inpatient Services [3]	80% after Deductible		60% after Deductible
Outpatient Surgery [4]	80% after Deductible		60% after Deductible
Routine Diagnostic Service-Outpatient	100% after Deductible		60% after Deductible
Non-routine Diagnostic Services-Outpatient [5]	80% after Deductible		60% after Deductible
Other Outpatient Services [6]	80% after Deductible		60% after Deductible
Emergency Care Services [7]	$100 Co-pay		$100 Co-pay
Emergency Care Non-Routine Diagnostics [5]	80% after Deductible		80% after Deductible
Medical Equipment	80% After Deductible		60% after Deductible
Therapy Services [8]	80% after Deductible		60% after Deductible
	(Limited to 30 visits per year per therapy type)
Ambulance Service	80% after Deductible		80% after Deductible
Prescription Drugs	Generic - $10 Co-pay Preferred Brand Name - $35 Co-pay Non-preferred Brand Name - $50 Co-pay		Generic - $10 Co-pay Preferred Brand Name - $35 Co-pay Non-preferred Brand Name - $50 Co-pay

Notes:

(1)  HIPPA regulation apply.  A Group enrollee’s pre-existing condition waiting period can be reduced by the enrollee’s applicable ‘creditable coverage’.

(2)  Out-of-network benefit payment based on BlueCross BlueShield of Tennessee maximum allowable charge.  You are responsible for paying any amount exceeding the maximum allowable charge.

(3)  Services require prior approval.  Benefits will be reduced to 50% for services received from network providers outside Tennessee and all out-of-network providers when prior approval is not obtained.

(4)  Certain surgical procedures require prior approval.  Benefits will be reduced to 50% for services received from network providers outside Tennessee and all out-of-network providers when prior approval is not obtained.

Call Customer Service to determine which procedures require prior approval.

(5)  CAT scans, MRIs, nuclear medicine and other similar technologies.

(6)  Includes services such as chemotherapy, radiation therapy, infusions, and renal dialysis.

(7)  ER services include all services in conjunction with ER visit except non-routine diagnostic services.

(8)  Physical, speech, manipulative, and occupation therapies are limited to 30 visits per therapy type per year.  Cardiac and pulmonary rehabilitative therapies are limited to 36 visits per therapy type per year.

•  Dental (Group)

To help assist you with the cost of dental expenses, Quik Drive offers you a dental plan through Guardian, which provides preventative care benefits at little cost to you to encourage regular checkups.

Benefits are available as follows:

			Network	Non-Network
Calendar Year Per Person (maximum $150)			$50	$50
Deductible waived for Preventive Services
Preventive Services     *every six months   **for dependent children up to age 14 ***for dependent children up to age 16	Emergency Treatment Oral Examinations * X-Rays Teeth Cleaning Fluoride Treatments** Space Maintainers*** Topical Sealants***		Plan pays 100%	Plan pays 100% of allowable charges
Basic Services	Laboratory tests Amalgam, silicate, and acrylic fillings Extractions and other oral surgery Anesthesia		Plan pays 90%	Plan pays 80% of allowable charges
Major Services	Gold and porcelain fillings and crowns Bridgework and dentures Root canals Periodontic services		Plan pays 60%	Plan pays 50% of allowable charges
Orthodontia: Children under age 19, plan pays 50%		$1,000 (lifetime max)
Annual Maximum		$1,000

•  Vision (Group)

Your vision plan is offered by Spectera.  Spectera makes it easy to use your eye care benefits and to maintain your eye health.

Benefits are available as follows:

	Network	Non-Network
Complete Eye Exam (once every 12 months)	$10 co-pay	Optometrist	$40.00
		Ophthalmologist	$40.00
Frames (every 2 calendar years)	$20 co-pay for frames from Spectera’s selection		$45.00
Lenses Standard single or multi-focal lenses (once every 12 months)	$20 co-pay for lenses(waived if paid toward frame purchase)	Single vision	$40.00
		Bifocal	$60.00
		Trifocal	$80.00
		Lenticular	$80.00
Contact Lenses	$105		$105
(once every 12 months in lieu of eyeglasses)

•  USAble Voluntary Products

•Cardiac Care

•Accident

•Cancer

•Critical Care

•Hospital Intensive Care & Coronary Care Plan

Refer to the USAble brochure for coverage information.  If you are interested in the above

listed coverage contact your HR office to schedule an appointment with an USAble representative.

•  Education

•Employees are eligible after they have completed 1 year of service.

•All courses must be job related and pre approved.

•The amount of reimbursement will be based on the final grade the employee receives in the course, as follows:

•A=100%, B=80%, C=60%, <C=0%

•  401(k)

•Employees are eligible to participate after they have completed 1 year of service, attained age 19, and work at least 1,000 hours in the plan year.

•After one year of service employees are 100% vested.

Quik Drive makes a discretionary contribution which is determined before the first of each year. (Currently, dollar for dollar match on first 3%, 50 cents on next 2%, maximum 4% if employee contributes 5% or more)

•  Short Term Disability (Group)

Your Short Term Disability is offered by Prudential.

•Coverage begins on the 15 day for approved Short Term Disability claims

•If approved employees are eligible for up to 60% of weekly earnings to a maximum of $750.00.

•Short Term Disability is provided at no cost to exempt employees and is self insured by the company.

•  Long Term Disability (Group)

Your Long Term Disability is offered by Prudential.  Quik Drive pays 100% of the premium for you.

•Coverage begins on the 91^st day for approved Long Term Disability claims

•If approved employees are eligible for up to 60% of monthly earnings to a maximum of $6,000.

•  Life Insurance/AD&D (Group)

Your 100% company paid life insurance is offered by Prudential.

•$15,000 Life Insurance

•$15,000 AD&D

Benefit Premiums

August 2004-July 2005

Medical

Coverage	Weekly Cost
	S network		P network
Employee Only	$	6.60	$	9.32
Employee + Spouse	$	25.16	$	28.02
Employee + Children	$	18.93	$	21.29
Family	$	43.86	$	48.18

Vision

Coverage	Weekly Cost
Employee Only	100% paid by company
Employee + Spouse	$	1.56
Employee + Children	$	1.71
Family	$	3.57

Dental

Coverage	Weekly Cost
Employee Only	100% paid by company
Employee + Spouse	$	4.97
Employee + Children	$	6.16
Family	$	10.01

Schedule 5.1.22

Insurance Policies

Quik Drive USA, Inc.

Period 03/14/04 – 03/14/05 (unless otherwise noted)

Travelers – Y-630-151X3153-TIL-04

Locations:

•436 Calvert Dr. Gallatin, TN 37072

•4336 Losee Rd, Suite 6, Las Vegas, NV 89117

•warehouse/paint booth – 3556 Clay County Hwy, Moss TN 38575

Deluxe Property

Commercial General Liability

Employee benefits liability

Commercial Inland Marine

Travelers – Y-810-460K4545-TIL-04

Business Auto

Travelers – YSM-CUP-460k4569-TIL-04

Commercial Excess Liability (Umbrella)

Travelers – YNUB-961J838-4-04

Workers Compensation And Employers Liability

Travelers –BAJ-BM21-151X3012-PHX-04 (Phoenix)

Boiler and Machinery

Travelers – 18-PC-961J8544-IND-04

Locations

•2/13 Carnegie Place Blacktown, NSW 2148, Australia

•1F No 17-1, Lane 482, Sec-2 Chung Shan Road, Chung Ho City, Taipei, Taiwan, ROC

•134, Yao Shan St. San Min Dist, Kaohsiung, Taiwan, ROC

International World Cover

Commercial Property

Commercial General Liability

Business Auto

Voluntary workers compensation, employers liability and medical evacuation, repatriation and travel assistance

Travelers – QTJ-MOC 273D916-A-04

Ocean Marine Cargo

Foreign Credit Insurance Corporation (FICA) – MB-119745

Period 11/01/03 – 11/01/04

Export credit

Travelers – 6-0023-2155-9

Period 06/15/04 – 06/15/05

Flood – Building and contents – 436 Calvert Drive

Enterprise Leasing – Enterprise provide insurance on all sales employees driving Enterprise vehicles as part of lease package

Quik Drive Canada, Inc.

Period 03/14/04-03/14/05

Travelers – 233D8246

Locations

•250 Trowers Rd, Unit 6, Vaughan, Ontario, L4L 5Z6

Deluxe property

Commercial General Liability

Employee benefits liability

*plus special endorsement under lease agreement – Tenant Glass Coverage

Quik Drive USA, Inc., Quik Drive Canada, Inc. and Quik Drive Australia Pty Limited

Period 08/01/04 – 08/01/05

Travelers – 103364114

“Wrap”

Directors and officers liability, employment practices liability, fiduciary liability (claims made basis)

Fidelity, Kidnap and ransom/Extortion

G. Lyle Habermehl

Period 10/19/03 – 10/19/04

Travelers – I-680-1568A694-IND-03

Building Package – 436 Calvert Drive

Schedule 5.1.26

Additions

None

Schedule 5.1.28

Environmental Matters

(a)(5)	Phase I Environmental Site Assessment
	TVG Environmental, Inc.
	for Quick Drive USA, Inc.
	436 Calvert Drive
	Gallatin, TN 37066
	August 20, 2004
(b)	None

Schedule 5.1.29

Payables

See attached list.

	QUIK DRIVE U.S.A. INC.
10/13/04	ACCOUNTS PAYABLE AGED TRIAL BALANCE
BRANCH CL COLSON TENNESSEE	OCTOBER 31 2004	POSTING MONTH: 1004 OCT 04

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
COLTEN COLSON TENNESSEE INC.	FUTURE	.00	.00	.00	.00	.00	.00	.00
BRANCH TOTAL	FUTURE	.00	.00	.00	.00	.00	.00	.00

ATB SUMMARY
OPENING BALANCE	.00

2

	QUIK DRIVE U.S.A. INC.
10/13/04	ACCOUNTS PAYABLE AGED TRIAL BALANCE
BRANCH US GALLATIN	OCTOBER 31 2004	POSTING MONTH: 1004 OCT 04

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)		BALANCE (+ FUT)		CURRENT	OVER 30	OVER 60	OVER 90
ACTION ACTION BOLT & SCREW CORP	FUTURE	.00	.00		.00		.00	.00	.00	.00
ADECCO ADECCO	FUTURE	.00	.00		.00		.00	.00	.00	.00
ALASTO ALAN STONEKING	FUTURE	.00	.00		.00		.00	.00	.00	.00
AMEHAR AMERICAN HARDWARE	FUTURE	.00	.00		.00		.00	.00	.00	.00
ANIKEP ANITA KEPLEY	FUTURE	.00	.00		.00		.00	.00	.00	.00
ANNLAW ANNE MARIE LAW	FUTURE	.00	.00		.00		.00	.00	.00	.00
ASHCHE ASHLAND CHEMICAL, INC.	FUTURE	.00	.00		.00		.00	00	.00	.00
ASSPAC ASSOCIATED PACKAGING, INC	FUTURE	.00	.00		.00		.00	.00	.00	.00
ASTAIN A-STAINLESS INTERNATIONAL CO	FUTURE	.00	155,441.39		155,441.39		77,468.90	77,972.49	.00	.00
AUTCEN THE AUTOMATION CENTER, INC	FUTURE	.00	.00		.00		.00	.00	.00	.00
AVEEXP AVERITT EXPRESS, INC.	FUTURE	.00	.00		.00		.00	.00	.00	.00
B&DUSA BLACK & DECKER (U.S.) INC,	FUTURE	.00	.00		.00		.00	.00	.00	.00
BASSIM BASS, BARRY & SIMS	FUTURE	.00	.00		.00		.00	.00	.00	.00
BCBSTN BLUE CROSS-BLUE SHIELD OF TN	FUTURE	.00	.00		.00		.00	.00	.00	.00
BERSAL BERTON SALES	FUTURE	.00	.00		.00		.00	.00	.00	.00
BETBUS BETTER BUSINESS EQUIPMENT CO.	FUTURE	.00	.00		.00		.00	.00	.00	.00
BETGRE BETTY N GREGORY	FUTURE	.00	24,717.62		24,717.62		24,717,62	.00	.00	.00
BFCENT BONDED FILTER COMPANY, LLC	FUTURE	.00	.00		.00		.00	.00	.00	.00
BFI BROWNING-FERRIS INDUSTRIES	FUTURE	.00	.00		.00		.00	.00	.00	.00
BLAOXI BLACK OXIDE SPECIALTIES	FUTURE	.00	.00		.00		.00	.00	.00	.00
BLUYAC BLUEGRASS YACHT & CC	FUTURE	.00	.00		.00		.00	.00	.00	.00
BUICOM BUILD.COM	FUTURE	.00	.00		.00		.00	.00	.00	.00
C&JCON C&J CONSULTING & ADMIN. INC.	FUTURE	.00	.00		.00		.00	.00	.00	.00
C&SMET C&S METAL PRODUCTS CO. LTD	FUTURE	.00	312.50	-	312.50	-	.00	.00	.00	312.50	-
CAMPED CAMERON PEDEGO	FUTURE	.00	.00		.00		.00	.00	.00	.00

3

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)		BALANCE (+ FUT)		CURRENT		OVER 30	OVER 60	OVER 90
CARPAR CAROLYN M. PARRISH, M.D.	FUTURE	.00	.00		.00		.00		.00	.00	.00
CHIYAN HUA YANG WORLDWIDE CORP.	FUTURE	.00	4,509.65		4,509.65		.00		4,509.65	.00	.00
CHROBI CH ROBINSON WORLDWIDE, INC.	FUTURE	.00	.00		.00		.00		.00	.00	.00
CINTAS CINTAS CORPORATION #051	FUTURE	.00	.00		.00		.00		.00	.00	.00
CITNOR CITY OF NORTH US VEGAS	FUTURE	.00	.00		.00		.00		.00	.00	.00
CLAALL CLARK ALLEN	FUTURE	.00	.00		.00		.00		.00	.00	.00
COLLYL COLEY & LYLES INSURANCE AGENCY	FUTURE	.00	.00		.00		.00		.00	.00	.00
CONCLE CONICLEAN	FUTURE	.00	.00		.00		.00		.00	.00	.00
CONKIT CONNIE W KITTRELL	FUTURE	.00	.00		.00		.00		.00	.00	.00
CONSOU CON-WAY SOUTHERN EXPRESS	FUTURE	.00	.00		.00		.00		.00	.00	.00
CROLAB CROWN LABEL, INC	FUTURE	.00	.00		.00		.00		.00	.00	.00
CROPAC CROWN PACKAGING CORPORATION	FUTURE	.00	.00		.00		.00		.00	.00	.00
D&BRAD DUN & BRADSTREET	FUTURE	.00	.00		.00		.00		.00	.00	.00
DANBUR DAN BURKHART	FUTURE	.00	.00		.00		.00		.00	.00	.00
DANZAS DHL DANZAS AIR & OCEAN	FUTURE	.00	.00		.00		.00		.00	.00	.00
DIVEXP DIVERSIFIED EXPOSITION SERVICE	FUTURE	.00	.00		.00		.00		.00	.00	.00
DOWPRE THE DOWNTOWN	FUTURE	.00	300.00	-	300.00	-	300.00	-	.00	.00	.00
DUOFAS DUO-FAST OF KNOXVILLE, INC	FUTURE	.00	.00		.00		.00		.00	.00	.00.
ENTFLE ENTERPRISE FLEET SERVICES	FUTURE	.00	.00		.00		.00		.00	.00	.00
ERNSMI ERNEST SMITH	FUTURE	.00	1,018.74		1,018.74		1,018.74		.00	.00	.00
ERNYOU ERNST & YOUNG-ATLANTA-406725	FUTURE	.00	.00		.00		.00		.00	.00	.00
FANINT FANSTEEL INTERCAST	FUTURE	.00	.00		.00		.00		.00	.00	.00
FASFAI FASTENER FAIRS LTD.	FUTURE	.00	.00		.00		.00		.00	.00	.00
FASTEN THE FASTENAL COMPANY	FUTURE	.00	.00		.00		.00		.00	.00	.00
FEDEXP FEDERAL EXPRESS CORPORATION	FUTURE	.00	.00		.00		.00		.00	.00	.00

4

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
FEDWES FEDEX FREIGHT WEST	FUTURE	.00	.00	.00	.00	.00	.00	.00
FLOCON  FLORIDA MARINE CONTRACTORS	FUTURE	.00	.00	.00	.00	.00	.00	.00
FLOEXP FLOWER EXPRESS, INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
FRASNO FRANK SNODDY	FUTURE	.00	.00	.00.	.00	.00	00	.00
FRESLY FRED SLY	FUTURE	.00	.00	.00	.00	.00	.00	.00
FULDIR FULCRUM DIRECT INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
FWUJIH FWU JIH DIE CASTING IND CO LTD	FUTURE	.00	13,915.68	13,915.68	.00	13,915.68	.00	.00
GALWEL GALLATIN WELDING SUPPLY	FUTURE	.00	.00	.00	.00	.00	.00	.00
GLOLAN GLOBAL LANGUAGES &	FUTURE	.00	.00	.00	.00	.00	.00	.00
GUARD GUARDIAN
HANWOO HANLEY-WOOD, INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
HARELE HARRIS ELECTRIC SUPPLY CO INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
HARSEC HARRISON SECURITY SERVICES, IN	FUTURE	.00	.00	.00	.00	.00	.00	.00
HATTRU HATCHER TRUCKING	FUTURE	.00	.00	.00	.00	.00	.00	.00
ICBEVA ICC EVALUATION SVC., INC.	FUTURE	.00	.00	.00	.00	.00	.00	.00
INTMAC INTERNATIONAL MACHINE & TOOL	FUTURE	.00	.00	.00	.00	.00	.00	.00
J2COMM J2 GLOBAL COMMUNICATIONS	FUTURE	.00	.00	.00	.00	.00	.00	.00
JEFLUK JEFF LUKEN	FUTURE	.00	.00	.00	.00	.00	.00	.00
JGBRAD J.G. BRADLEY’S	FUTURE	.00	.00	.00	.00	.00	.00	.00
JOHGRE JOHN GREEN	FUTURE	.00	.00	.00	.00	.00	.00	.00
JOHJAR JOHN JARECKI	FUTURE	.00	838.98	838.98	838.98	.00	.00	.00
JOSHUL JOSH HULS	FUTURE	.00	315.82	315.82	.00	.00	315.82	.00
KATSTE KATHY STEVENS	FUTURE	.00	.00	.00	.00	.00	.00	.00
KENGIL KENT GILBERT	FUTURE	.00	.00	.00	.00	.00	.00	.00
KEYBEL KEY BELLEVILLES, INC.	FUTURE	.00	.00	.00	.00	.00	.00	.00

5

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)		BALANCE (+ FUT)		CURRENT		OVER 30	OVER 60	OVER 90
KGSSTE KGS STEEL IMC. NASHVILLE	FUTURE	.00	.00		.00		.00		.00	.00	.00
KREIDE THE KREIDER CORPORATION	FUTURE	.00	.00		.00		.00		.00	.00	.00
KRELAW GLEN M. KREBS	FUTURE	.00	.00		.00		.00		.00	.00	.00
KTICHO K.TICHO INDUSTRIES CO., LTD.	FUTURE	.00	.00		.00		.00		.00	.00	.00
LASPRE LASER PRECISION CUTTING, INC.	FUTURE	.00	.00		.00		.00		.00	.00	.00
LAUCOR LAURA CORDRAY	FUTURE	.00	.00		.00		.00		.00	.00	.00
LILCOM LILLY COMPANY	FUTURE	.00	.00		.00		.00		.00	.00	.00
LISELK LISA ELKIN	FUTURE	.00	.00		.00		.00		.00	.00	.00
LITHOG LITHOGRAPHICS, INC.	FUTURE	.00	.00		.00		.00		.00	.00	.00
LOSBUS LOSEE BUSINESS CENTER, LLC	FUTURE	.00	3,916.54	-	3,916.54	-	3,916.54	-	.00	.00	.00
LVCASH MIKE HERRERA	FUTURE	.00	.00		.00		.00		.00	.00	.00
LYLHAB G LYLE HABERMEHL	FUTURE	.00	.00		.00		.00		.00
MAGGLO MAGID GLOVE & SAFETY	FUTURE	.00	.00		.00		.00		.00	.00	.00
MAGNA ROBERT BOSCH TOOL CORP.	FUTURE	.00	.00		.00		.00		.00	.00	.00
MAKUSA MAKITA USA INC	FUTURE	.00	86,105.10		86,105.10		.00		61,625.10	24,480.00	.00
MANLAW DOUG MANGRUM	FUTURE	.00	.00		.00		.00		.00	.00	.00
MCGFLO MCGEE FLORIST, INC	FUTURE	.00	.00		.00		.00		.00	.00	.00
MCMCAR McMASTER-CARR	FUTURE	.00	.00		.00		.00		.00	.00	.00
MIKFUL MIKE FULTON	FUTURE	.00	.00		.00		.00		.00	.00	.00
MSCIND MSC INDUSTRIAL SUPPLY CO	FUTURE	.00	.00		.00		.00		.00	.00	.00
NESDIS HESS DISPOSABLES/SLOSNAM CORP	FUTURE	.00	.00		.00		.00		.00	.00	.00
NEVPOW NEVADA POWER COMPANY	FUTURE	.00	.00		.00		.00		.00	.00	.00
NEWSPR NEWCOMB SPRING OF TENNESSEE	FUTURE	.00	.00		.00		.00		.00	.00	.00
OFFMIL OFFSHORE MILLING SERVICES INC	FUTURE	.00	196.28	-	196.28	-	.00		.00	.00	196.28	-
OFFSQU OFF THE SQUARE	FUTURE	.00	.00		.00		.00		.00	.00	.00

6

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)		BALANCE (+ FUT)		CURRENT		OVER 30	OVER 60	OVER 90
OLDHIC OLD HICKORY HEAT TREAT	FUTURE	.00	.00		.00		.00		.00	.00	.00
PACFUL PACKAGING FULFILLMENT CO., INC	FUTURE	.00	.00		.00		.00		.00	.00	.00
PAREV PA DEPT OF REVENUE	FUTURE	.00	.00		.00		.00		.00	.00	.00
PARPRO PARTY PROVIDERS	FUTURE	.00	.00		.00		.00		.00	.00	.00
PETCAS PETTY CASH FUND	FUTURE	.00	.00		.00		.00		.00	.00	.00
PHOSUP PHOTOCOPY SUPPLY COMPANY	FUTURE	.00	.00		.00		.00		.00	.00	.00
PORCAB PORTER CABLE	FUTURE	.00	.00		.00		.00		.00	.00	.00
PRECAS PRECISION CASTINGS OF TN	FUTURE	.00	.00		.00		.00		.00	.00	.00
PREPRO PRECISION PRODUCTION INC	FUTURE	.00	.00		.00		.00		.00	.00	.00
PRESTE PRECISION STEEL WAREHOUSE, INC	FUTURE	.00	.00		.00		.00		.00	.00	.00
R&LCAR R & L CARRIERS	FUTURE	.00	.00		.00		.00		.00	.00	.00
RENCRA RENEE CRAIG	FUTURE	.00	.00		.00		.00		.00	.00	.00
REPSER REPUBLIC SERVICE	FUTURE	.00	.00		.00		.00		.00	.00	.00
ROBGRE ROB GREENE	FUTURE	.00	.00		.00		.00		.00	.00	.00
ROCTHO ROCKY THOMPSON	FUTURE	.00	.00		.00		.00		.00	.00	.00
RONZAN RON ZANDOMA	FUTURE	.00	624.48		624.48		624.48		.00	.00	.00
ROTCLI ROTOR CLIP COMPANY INC	FUTURE	.00	.00		.00		.00		.00	.00	.00
S&SSCR S & S SCREW MACHINE COMPANY	FUTURE	.00	.00		.00		.00		.00	.00	.00
SAIA1R SAILAIR TRAVEL INC	FUTURE	.00	.00		.00		.00		.00	.00	.00
SAMS SAM’S CLUB	FUTURE	.00	.00		.00		.00		.00	.00	.00
SCOHAW SCOTT HAWLEY	FUTURE	.00	36.28		36.28		36.28		.00	.00	.00
SCRAA S.C.R.A.A.	FUTURE	.00	155.00	-	155.00	-	155.00	-	.00	.00	.00
SHEFUN SHEH FUNS SCREWS CO., LTD.	FUTURE	.00	35,178.45		35,178.45		.00		35,178.45	.00	.00
SHRED SHRED- IT	FUTURE	.00	.00		.00		.00		.00	.00	.00
SIGGRA SIGNS GRAPHICS PRINTING, INC.	FUTURE	.00	.00		.00		.00		.00	.00	.00

7

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
SLOFLU SLOAN FLUID ACCESSORIES	FUTURE	.00	.00	.00	.00	.00	.00	.00
SOUFRE SOUTHEASTERN FREIGHT LINES	FUTURE	.00	.00	.00	.00	.00	.00	.00
SPRAZ SPRINT	FUTURE	.00	.00	.00	.00	.00	.00	.00
SPRINT SPRINT DISTRIBUTION	FUTURE	.00	.00	.00	.00	.00	.00	.00
STAFDA STAFDA	FUTURE	.00	.00	.00	.00	.00	.00	.00
STEBEL STEVEN BELL	FUTURE	.00	.00	.00	.00	.00	.00	.00
STEGYG STEVE GYGAX	FUTURE	.00	.00	.00	.00	.00	.00	.00
SUNCON SUNBELT CONTAINER INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
SYSCOR SYSTEM SCALE CORPORATION	FUTURE	.00	.00	.00	.00	.00	.00	.00
TEAOCE TEAM OCEAN SERVICES	FUTURE	.00	.00	.00	.00	.00	.00	.00
TENREV TENNESSEE DEPT OF REVENUE	FUTURE	.00	.00	.00	.00	.00	.00	.00
THEPAL THE PALLET FACTORY INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
TIMMEN TIM MENEES	FUTURE	.00	.00	.00	.00	.00	.00	.00
TRAINS TRAVELERS INSURANCE	FUTURE	.00	.00	.00	.00	.00	.00	.00
TYLMOU TYLER MOUNTAIN WATER CO.	FUTURE	.00	.00	.00	.00	.00	.00	.00
ULINE ULINE INC.	FUTURE	.00	.00	.00	.00	.00	.00	.00
UNILOU UNIVERSITY OF LOUISVILLE	FUTURE	.00	.00	.00	.00	.00	.00	.00
UPS UNITED PARCEL SERVICE	FUTURE	.00	.00	.00	.00	.00	.00	.00
UPSCUS UPS SUPPLY CHAIN SOLUTIONS	FUTURE	.00	.00	.00	.00	.00	.00	.00
UPSPA UNITED PARCEL SERVICE	FUTURE	.00	.00	.00	.00	.00	.00	.00
USCUST CUSTOMS AND BORDER PROTECTION	FUTURE	.00	.00	.00	.00	.00	.00	.00
USFHOL USF HOLLAND, INC.	FUTURE	.00	.00	.00	.00	.00	.00	.00
VA4271 CITIBANK ADVANTAGE	FUTURE	.00	.00	.00	.00	.00	.00	.00
VA4798 BANKCARD CENTER	FUTURE	.00	.00	.00	.00	.00	.00	.00
VALEXA V. ALEXANDER & CO., INC.	FUTURE	.00	.00	.00	.00	.00	.00	.00

8

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT		OVER 30	OVER 60	OVER 90
VOISTR T-MOBILE	FUTURE	.00	.00	.00	.00		.00	.00	.00
WANBRO WANG’S BROTHER PLASTIC CO LTD	FUTURE	.00	1,062.30	1,062.30	.00		1,062.30	.00	.00
WHIDOV WHITE DOVE PRINTING INC	FUTURE	.00	.00	.00	.00		.00	.00	.00
WINIMA WINNING IMAGES	FUTURE	.00	.00	.00	.00		.00	.00	.00
YELLOW YELLOW FREIGHT SYSTEMS, INC.	FUTURE	.00	.00	.00	.00		.00	.00	.00
BRANCH TOTAL	FUTURE	.00	8,001.39	8,001.39	54,604,34	-	38,318.69	24,795.82	508.78	-
ATB SUMMARY
OPENING BALANCE		.00

9

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT		OVER 30	OVER 60	OVER 90
COMPANY TOTAL	FUTURE	.00	8,001.39	8,001.39	54,604.34	-	38,318.69	24,795.82	508.78	-

GL SUMMARY
BRANCH	GL ACCOUNT	AMOUNT
CL	2110	.00
US	2110	8,001.39	CR

10

	QUIK DRIVE U.S.A. INC.
10/13/04	ACCOUNTS PAYABLE AGED TRIAL BALANCE
BRANCH CD QUIK DRIVE CANADA-VAUGHAN ONT	OCTOBER 31 2004	POSTING MONTH: 1004 OCT 04

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
407ETR 407 ETR	FUTURE	.00	.00	.00	.00	.00	.00	.00
ALEROU ALEXANDER ROUSSEAU	FUTURE	.00	.00	.00	.00	.00	.00	.00
ARNOR ARMOR PERSONNEL	FUTURE	.00	.00	.00	.00	.00	.00	.00
BELCAN BELL CANADA	FUTURE	.00	.00	.00	.00	.00	.00	.00
BLAJAN BLACK CREEK JANITORIAL SVCS	FUTURE	.00	.00	.00	.00	.00	.00	.00
BOBMCC BOB MCCORMICK	FUTURE	.00	.00	.00	.00	.00	.00	.00
CANSER WASTE MANAGEMENT	FUTURE	.00	.00	.00	.00	.00	.00	.00
CANUNI CANADIAN LINEN & UNIFORM SVC.	FUTURE	.00	.00	.00	.00	.00	.00	.00
CHEP CHEP CANADA, INC.	FUTURE	.00	.00	.00	.00	.00	.00	.00
CONFAS CONSOLIDATED FASTFRATE	FUTURE	.00	.00	.00	.00	.00	.00	.00
DEMECH D.C. MECHANICAL	FUTURE	.00	.00	.00	.00	.00	.00	.00
ENBRID ENBRIDGE	FUTURE	.00	.00	.00	.00	.00	.00	.00
FEDEXP FEDERAL EXPRESS CANADA LTD.	FUTURE	.00	.00	.00	.00	.00	.00	.00
GARPIC GARRY PICKERING	FUTURE	.00	.00	.00	.00	.00	.00	.00
GLECOR GLEN CORPORATION	FUTURE	.00	.00	.00	.00	.00	.00	.00
HYDVAU HYDRO VAUGHAN DISTRIBUTION	FUTURE	.00	.00	.00	.00	.00	.00	.00
JAMROF JANES ROFFE	FUTURE	.00	.00	.00	.00	.00	.00	.00
JOHSCH JOHN SCHEMBRI	FUTURE	.00	.00	.00	.00	.00	.00	.00
KELEWI KELLY EWIN	FUTURE	.00	.00	.00	.00	.00	.00	.00
LTLTEC LTL TECHNOLOGIES, INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
NAVCAN NAV CANADA	FUTURE	.00	.00	.00	.00	.00	.00	.00
NEANOR NEAR NORTH CUSTOMS BROKERS INC	FUTURE	.00	.00	.00	.00	.00	.00	.00
PINSUP PINE VALLEY INDUSTRIAL SUPPLY	FUTURE	.00	.00	.00	.00	.00.	.00	.00
PITBOW PITNEY BOWES LEASING	FUTURE	.00	.00	.00	.00	.00	.00	.00
RAPCAR RAPID RIDE CARTAGE & FWD’ING	FUTURE	.00	.00	.00	.00	.00	.00	.00

1

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
RAPRID RAPID RIDE	FUTURE	.00	.00	.00	.00	.00	.00	.00
RICHES RICHES, MCKENZIE & HERBERT	FUTURE	.00	.00	.00	.00	.00	.00	.00
SAMRIG SAMEDAY RIGHTOWAY	FUTURE	.00	.00	.00	.00	.00	.00	.00
BRANCH TOTAL	FUTURE	.00	.00	.00	.00	.00	.00	.00

ATB SUMMARY
OPENING BALANCE	.00

2

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
COMPANY TOTAL	FUTURE	.00	.00	.00	.00	.00	.00	.00

GL SUMMARY
BRANCH	GL ACCOUNT	AMOUNT
CD	2110	.00

3

QUIK DRIVE AUSTRALIA PTY LIMITED
10/13/04	ACCOUNTS PAYABLE AGED TRIAL BALANCE
BRANCH AU BLACKTOWN, NSW	OCTOBER 31 2004	POSTING MONTH: 1004 OCT 04

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
AUSPOS AUSTRALIA POST	FUTURE	.00	.00	.00	.00	.00	.00	.00
DEWALT DEWALT POWER TOOLS	FUTURE	.00	.00	.00	.00	.00	.00	.00
HERKUH HERB KUHN	FUTURE	.00	.00	.00	.00	.00	.00	.00
HINPAR HINES CEILING & PARTITIONS	FUTURE	.00	.00	.00	.00	.00	.00	.00
J JRICH J.J. RICHARDS & SONS PTY LTD	FUTURE	.00	.00	.00	.00	.00	.00	.00
KTICHO K.TICHO INDUSTRIES CO., LTD.	FUTURE	.00	16,659.36	16,659.36	.00	16,659.36	.00	.00
MAIDIS MAINFREIGHT DISTRIBUTION	FUTURE	.00	.00	.00	.00	.00	.00	.00
MIML MACQUARIE SUPER MANAGE	FUTURE	.00	.00	.00	.00	.00	.00	.00
NBSG NATIONAL BUILDING SUPPLIERS GP	FUTURE	.00	.00	.00	.00	.00	.00	.00
OFFICE GE CAPITAL FINANCE AU	FUTURE	.00	.00	.00	.00	.00	.00	.00
OPTSER OPTUS BILLING SERVICES PTY LTD	FUTURE	.00	893.75	893.75	.00	893.75	.00	.00
RAYWHI RAY WHITE BLACKTOWN	FUTURE	.00	.00	.00	.00	.00	.00	.00
RICSPA RICK SPARGO	FUTURE	.00	.00	.00	.00	.00	.00	.00
STESUP STEADY SUPPLY	FUTURE	.00	.00	.00	.00	.00	.00	.00
SUPAGA SUPAGAS	FUTURE	.00	.00	.00	.00	.00	.00	.00
SUPERW SUPERWRAP	FUTURE	.00	.00	.00	.00	.00	.00	.00
SUPTRU SUPERANNUATION TRUST OF AU	FUTURE	.00	.00	.00	.00	.00.	.00	.00
TELSTR TELSTRA	FUTURE	.00	.00	.00	.00	.00	.00	.00
TNTEXP TNT EXPRESS	FUTURE	.00	.00	.00	.00	.00	.00	.00
BRANCH TOTAL	FUTURE	.00	17,553.11	17,553.11	.00	17,553.11	.00	.00

ATB SUMMARY
OPENING BALANCE	.00

1

VENDOR NAME DUE DATE IC	INVOICE NUMBER	DATE  TYPE	AMOUNT (+ FUT)	BALANCE (+ FUT)	CURRENT	OVER 30	OVER 60	OVER 90
COMPANY TOTAL	FUTURE	.00	17,553.11	17,553.11	.00	17,553.11	.00	.00

GL SUMMARY
BRANCH	GL ACCOUNT	AMOUNT
AU	2110	893.75	CR
AU	2112	16,659.36	CR

2

Schedule 5.1.30

Canadian Privacy

Consents in the form attached hereto have been obtained from the following employees  located in Canada:

Kelly Ewin

Garry Pickering

Alex Rousseau

Robert McCormick

John Schembri

Virginia Rabson

James Roffe

CONSENT

To:   Quik Drive Canada Inc.

And to: Simpson Manufacturing Co., Inc.

Re:   Personal Information Protection and Electronics Documents Act, S.C. 2000, c. 5

The Undersigned employee of Quik Drive Canada Inc. (the “Corporation”) hereby consents to the Corporation releasing to Simpson Manufacturing Co., Inc., its officers, directors, affiliates and professional advisors, the personal information of the undersigned listed in Appendix “A” to this consent.

Dated this           day of                    , 2004.

EX-10.3

Exhibit 10.3

[UNION BANK OF CALIFORNIA LOGO]

AUTHORIZATION TO DISBURSE

Borrower Name

Simpson Manufacturing Co., Inc., a Delaware corporation

Borrower Address 4120 Dublin Boulevard #400 Dublin, CA 94568	Office 71561	Loan Number 842-616-975-3    0081-00-0-000
	Maturity Date November 1, 2011		Amount $13,800,000.00

UNION BANK OF CALIFORNIA, N.A. (“Bank”) is hereby authorized and instructed to disburse the proceeds of that certain promissory note (“Note”) evidencing the obligation referred to above in the following manner:

Deposit the proceeds of the above referenced obligation into Borrower’s account No. 7141200458 from time to time and in such amounts as may be requested verbally or in writing.

Renewal of obligation number  0081-00-0-000  with a maturity date of  November 1,	$	13,800,000.00
Total Disbursement(s):	$	13,800,000.00

TERMS AND CONDITIONS

1.	Bank is authorized to charge account number 7141200458 in the name(s) of Simpson Manufacturing Co.. Inc. for payments, fees and expenses in connection with the Note and all renewals or extensions thereof. If no account number is designated, Borrower agrees to pay Bank’s usual and customary fees for non-automated processing.
2.	Bank shall disburse proceeds in the amounts stated above in accordance with the foregoing authorization or when Bank receives verbal or written authorization to do so from Borrower(s) or any one of the Borrowers, if there are joint Borrowers, but not later than the final date for availability provided in the loan documents. Bank, at its discretion, may elect to extend this date without notice to or acknowledgement by the Borrower(s).
3.	This Authorization and the Note will remain in full force and effect until the obligations in connection with the Note have been fulfilled. Unless dated by Bank prior to execution, the Note shall be dated by Bank as of the date on which Bank disburses proceeds.
4.	Notwithstanding anything to the contrary herein, Bank reserves the right to decline to advance the proceeds of the Note if there is a filing as to the Borrower(s), or any of them of a voluntary or involuntary petition under the provisions of the Federal Bankruptcy Act or any other insolvency law; the issuance of any attachment, garnishment, execution or levy of any asset of the Borrower(s), or any endorser or guarantor which results in Bank deeming itself, in good faith insecure.
5.	The Borrower(s) authorizes Bank to release information concerning the Borrower(s) financial condition to suppliers, other creditors, credit bureaus and other credit reporters; and also authorizes Bank to obtain such information from any third party at any time.

The Borrower(s) by their execution of this Authorization accept the foregoing terms, conditions and instructions.

Executed as of: October 29, 2004

Borrower(s):

Simpson Manufacturing Co., Inc., a Delaware corporation

By:	/s/ MICHAEL J. HERBERT
Title:		Chief Financial Officer

[UNION BANK OF CALIFORNIA LOGO]	East Bay Corporate Banking Group
	200 Pringle Ave., Suite 260
	Walnut Creek, CA 94596
	(925) 947-2420

October 29, 2004

Simpson Manufacturing Co., Inc.

Koll Dublin Corporation Center

4120 Dublin Blvd., Suite 400

Dublin, CA 94568

Attn:       Mike Herbert, Chief Financial Officer

Re:Third Amendment (“Amendment”) to the Loan Agreement dated November 6, 2001 (all prior Amendments, this Amendment, and the Loan Agreement together called the “Agreement”)

Dear Mr. Herbert:

In reference to the Agreement between Union Bank of California, N.A. (“Bank”) and Simpson Manufacturing Co., Inc. (“Borrower”), the Bank and Borrower desire to amend the Agreement. Capitalized terms used herein which are not otherwise defined shall have the meaning given them in the Agreement.

Amendments to the Agreement

(a)1.1.1 Section The Revolving-To-Term Loan of the Agreement is hereby amended in its entirety to read as follows:

“Bank will loan to Borrower an amount not to exceed Thirteen Million Eight Hundred Thousand Dollars ($13,800,000) outstanding in the aggregate at any one time (the “Revolving-To-Term Loan”). The proceeds of the Revolving-To-Term Loan shall be used for Borrower’s general working capital purposes. Borrower may borrow, repay and reborrow all or part of the Revolving-To-Term Loan in accordance with the terms of the Revolving-To-Term Note (defined below). All borrowings of the Revolving Loan must be made before November 1, 2006, at which time all unpaid principal and interest of the Revolving Loan shall be due and payable. The Revolving-To-Term Loan shall be evidenced by Bank’s standard form of commercial promissory note (the “ Revolving-To-Term Note”). Bank shall enter each amount borrowed and repaid in Bank’s records and such entries shall be deemed correct. Omission of Bank to make any such entries shall not discharge Borrower of its obligation to repay in full with interest all amounts borrowed.

As of the date of this Agreement, the principal amount outstanding under Borrower’s revolving loan with Bank evidenced by the promissory note dated October 30, 2002 (“Old Note”) shall be deemed the initial principal amount outstanding under the Revolving Loan, and the Old Note is hereby cancelled and superceded by the Revolving Note.”

(b)1.1.1 .a Section The Standby L/C Sublimit of the Agreement is hereby amended in its entirety to read as follows:

“As a sublimit under the Revolving Loan, Bank shall issue, for the account of Borrower, one or more irrevocable standby letters of credit (individually, a “Standby L/C”). The aggregate amount available to be drawn under all Standby L/Cs and the aggregate amount of unpaid reimbursement obligations under drawn Standby L/Cs shall not exceed Four Million Dollars ($4,000,000) and shall reduce, dollar for dollar, the maximum amount available under the Revolving-To-Term Loan. All Standby LVCs shall be drawn on terms and conditions acceptable to Bank and shall be governed by the terms of (and Borrower agrees to execute) Bank’s standard form of standby letter of credit application and reimbursement agreement. No Standby L/C shall expire more than twelve (12) months from the date of its issuance, and in no event later than November 1, 2007. At Borrower’s request, Bank will issue L/Cs on behalf of Borrower’s subsidiaries, including but not limited to: 1) Simpson Strong-Tie Company Inc.; 2) Simpson Dura-Vent Company, Inc.; and 3) Simpson Strong-Tie, International Inc., so long as the Borrower executes the Bank’s standard form for L/C applications and reimbursement agreement.”

(c)4.6 Section Tangible Net Worth of the Agreement is hereby amended in its entirety to read as follows:

“Borrower will at all times maintain Tangible Net Worth of not less than Two Hundred Fifty Million Dollars ($250,000,000), plus 50% of Net Profit (excluding losses) as of each fiscal year end. “ Tangible Net Worth” means Borrower’s net worth increased by indebtedness subordinated to Bank and decreased by patents, licenses, trademarks, trade names, goodwill and other similar intangible assets, organizational expenses, security deposits, prepaid costs and expenses and monies due from affiliates (including officers, shareholders and directors).”

(d)5.5 Section Acquisitions of the Agreement is hereby amended in its entirety to read as follows:

1

“Borrower will not make any acquisition or acquire any net assets, other than fixed or capital assets acquired in the normal course of business, in excess of Fifty Million Dollars ($50,000,000) in any fiscal year.”

Except as specifically amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. This Amendment shall not be a waiver of any existing or future default or breach of a condition or covenant unless specified herein.

This Amendment shall become effective when the Bank shall have received the acknowledgment copy of this Amendment executed by the Borrower, all of which must be received by the Bank before October 29, 2004.

Very truly yours,
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Wilson Jui
		Wilson Jui
Title:		Credit Officer

Agreed and Accepted to this

29 day of oct, 2004.

Simpson Manufacturing Co., Inc.
By:	/s/ MICHAEL J. HERBERT
Title: Chief Financial Officer

2

COMMERCIAL PROMISSORY NOTE (Base Rate)

Terumi Wong / SR / 34028

Debtor Name Simpson Manufacturing Co., Inc., a Delaware corporation
Debtor Address 4120 Dublin Boulevard #400 Dublin, CA 94568	Office 71561	Loan Number 842-616-975-3	0081-00-0-000
	Maturity DateNovember 1, 2011	Amount$13,800,000.00

$13,800,000.00 Date October 29, 2004

FOR VALUE RECEIVED, on November 1, 2011, the undersigned (“Debtor”) promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. (“Bank”), as indicated below, the principal sum of Thirteen Million Eight Hundred Thousand and 00/100ths Dollars ($13,800,000.00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth below.

1.PRINCIPAL AND INTEREST PAYMENTS.   Debtor shall pay principal in 60 equal consecutive monthly installments, each installment in an amount sufficient to fully amortize the principal balance by the final maturity date, beginning December 1, 2006 and continuing on the 1st day of each consecutive month. Debtor shall pay interest on the 1st day of each month commencing December 1, 2004 Should interest not be paid when due, it shall become part of the principal and bear interest as herein provided. All computations of interest under this note shall be made on the basis of a year of 360 days, for actual days elapsed. If any interest rate defined in this note ceases to be available from Bank for any reason, then said interest rate shall be replaced by the rate then offered by Bank, which, in the sole discretion of Bank, most closely approximates the unavailable rate. The availability under this note shall be reduced on the same day and in the same amount as each scheduled principal payment.

(a)BASE INTEREST RATE. At Debtor’s option, amounts outstanding hereunder in minimum amounts of $100,000 shall bear interest at a rate, based on an index selected by Debtor, which is Bank’s LIBOR Rate for the Interest Period selected by Debtor, plus the Applicable Margin.

Except for changes in the Applicable Margin, no Base Interest Rate may be changed, altered or otherwise modified until the expiration of the Interest Period selected by Debtor. The exercise of interest rate options by Debtor shall be as recorded in Bank’s records, which records shall be prima facie evidence of the amount borrowed under either interest option and the interest rate; provided, however, that failure of Bank to make any such notation in its records shall not discharge Debtor from its obligations to repay in full with interest all amounts borrowed. In no event shall any Interest Period extend beyond the maturity date of this note.

To exercise this option, Debtor may, from time to time with respect to principal outstanding on which a Base Interest Rate is not accruing, and on the expiration of any Interest Period with respect to principal outstanding on which a Base Interest Rate has been accruing, select an index offered by Bank for a Base Interest Rate Loan and an Interest Period by

BASENOTE.CAM (11/99) 13763-4-UB06951

1

telephoning an authorized lending officer of Bank located at the banking office identified below prior to 10:00 a.m., Pacific time, on any Business Day and advising that officer of the selected index, the Interest Period and the Origination Date selected (which Origination Date, for a Base Interest Rate Loan based on the LIBOR Rate, shall follow the date of such selection by no more than two (2) Business Days).

Bank will mail a written confirmation of the terms of the selection to Debtor promptly after the selection is made. Failure to send such confirmation shall not affect Bank’s rights to collect interest at the rate selected. If, on the date of the selection, the index selected is unavailable for any reason, the selection shall be void. Bank reserves the right to fund the principal from any source of funds notwithstanding any Base Interest Rate selected by Debtor.

(b)VARIABLE INTEREST RATE. All principal outstanding hereunder which is not bearing interest at a Base Interest Rate shall bear interest at a rate per annum of (i) 0.5% less than the Reference Rate during the Revolving Period and (ii) 0.375% less than the Reference Rate during the Term Period, which rate shall vary as and when the Reference Rate changes.

At any time prior to November 1, 2006, subject to the provisions of paragraph 4 below, Debtor may borrow, repay and reborrow hereunder so long as the total outstanding at any one time does not exceed the principal amount of this note.

Debtor shall pay all amounts due under this note in lawful money of the United States at Bank’s East Bay Corporate Office, or such other office as may be designated by Bank, from time to time.

2.                    LATE PAYMENTS. If any payment required by the terms of this note shall remain unpaid ten days after same is due, at the option of Bank, Debtor shall pay a fee of $100 to Bank.

3.                    INTEREST RATE FOLLOWING DEFAULT.   In the event of default, at the option of Bank, and, to the extent permitted by law, interest shall be payable on the outstanding principal under this note at a per annum rate equal to five percent (5%) in excess of the interest rate specified in paragraph 1.b, above, calculated from the date of default until all amounts payable under this note are paid in full.

4.                    PREPAYMENT.

(a)Amounts outstanding under this note bearing interest at a rate based on the Reference Rate may be prepaid in whole or in part at any time, without penalty or premium. Debtor may prepay amounts outstanding under this note bearing interest at a Base Interest Rate in whole or in part provided Debtor has given Bank not less than five (5) Business Days prior written notice of Debtor’s intention to make such prepayment and pays to Bank the prepayment fee due as a result. The prepayment fee shall also be paid, if Bank, for any other reason, including acceleration or foreclosure, receives all or any portion of principal bearing interest at a Base Interest Rate prior to its scheduled payment date. The prepayment fee shall be an amount equal to the present value of the product of: (i) the difference (but not less than zero) between (a) the Base Interest Rate applicable to the principal amount which is being prepaid, and (b) the return which Bank could obtain if it used the amount of such prepayment of principal to purchase at bid price regularly quoted securities issued by the United States having a maturity date most closely coinciding with the relevant Base Rate Maturity Date and such securities were held by Bank until the relevant Base Rate Maturity Date (“Yield Rate”); (ii) a fraction, the numerator of which is the number

2

of days in the period between the date of prepayment and the relevant Base Rate Maturity Date and the denominator of which is 360; and (iii) the amount of the principal so prepaid (except in the event that principal payments are required and have been made asscheduled under the terms of the Base Interest Rate Loan being prepaid, then an amount equal to the lesser of (A) the amount prepaid or (B) 50% of the sum of (1) the amount prepaid and (2) the amount of principal scheduled under the terms of the Base Interest Rate Loan being prepaid to be outstanding at the relevant Base Rate Maturity Date). Present value under this note is determined by discounting the above product to present value using the Yield Rate as the annual discount factor.

(b)In no event shall Bank be obligated to make any payment or refund to Debtor, nor shall Debtor be entitled to any setoff or other claim against Bank, should the return which Bank could obtain under this prepayment formula exceed the interest that Bank would have received if no prepayment had occurred. All prepayments shall include payment of accrued interest on the principal amount so prepaid and shall be applied to payment of interest before application to principal. A determination by Bank as to the prepayment fee amount, if any, shall be conclusive.   In the event of partial prepayment, such prepayments shall be applied to principal payments in the inverse order of their maturity.

(c)Bank shall  provide  Debtor a  statement of the  amount payable on  account of prepayment.  Debtor acknowledges that (i) Bank establishes a Base Interest Rate upon the understanding that it apply to the Base Interest Rate Loan for the entire Interest Period, and (ii) Bank would not lend to Debtor without Debtor’s express agreement to pay Bank the prepayment fee described above.

DEBTOR INITIAL HERE: /s/ MJH

5.DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not be limited to, any of the following: (a) the failure of Debtor to make any payment required under this note when due; (b) any breach, misrepresentation or other default by Debtor, any guarantor, co-maker, endorser, or any person or entity other than Debtor providing security for this note (hereinafter individually and collectively referred to as the “Obligor”) under any security agreement, guaranty or other agreement between Bank and any Obligor; (c) the insolvency of any Obligor or the failure of any Obligor generally to pay such Obligor’s debts as such debts become due; (d) the commencement as to any Obligor of any voluntary or involuntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor relief; (e) the assignment by any Obligor for the benefit of such Obligor’s creditors; (f) the appointment, or commencement of any proceeding for the appointment of a receiver, trustee, custodian or similar official for all or substantially all of any Obligor’s property; (g) the commencement of any proceeding for the dissolution or liquidation of any Obligor; (h) the termination of existence or death of any Obligor; (i) the revocation of any guaranty or subordination agreement given in connection with this note; (j) the failure of any Obligor to comply with any order, judgement, injunction, decree, writ or demand of any court or other public authority; (k) the filing or recording against any Obligor, or the property of any Obligor, of any notice of levy, notice to withhold, or other legal process for taxes other than property taxes; (l) the default by any Obligor personally liable for amounts owed hereunder on any obligation concerning the borrowing of money; (m) the issuance against any Obligor, or the property of any Obligor, of any writ of attachment, execution, or other judicial lien; or (n) the deterioration of the financial condition of any Obligor which results in Bank deeming itself, in good faith, insecure. Upon the occurrence of any such default, Bank, in its discretion, may cease to advance funds hereunder and may declare all obligations under this note immediately due and payable; however, upon the occurrence of an event of default under d, e, f, or g, all principal and interest shall automatically become immediately due and payable.

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6.                    ADDITIONAL AGREEMENTS OF DEBTOR.   If any amounts owing under this note are not paid when due, Debtor promises to pay all costs and expenses, including reasonable attorneys’ fees, (including the allocated costs of Bank’s in-house counsel and legal staff) incurred by Bank in the negotiation, documentation and modification of this note and all related documents and in the collection or enforcement of any amount outstanding hereunder.   Debtor and any Obligor, for the maximum period of time and the full extent permitted by law,   (a) waive diligence, presentment, demand, notice of nonpayment, protest, notice of protest, and notice of every kind;   (b) waive the right to assert the defense of any statute of limitations to any debt or obligation hereunder; and  (c) consent to renewals and extensions of time for the payment of any amounts due under this note.  If this note is signed by more than one party, the term “Debtor” includes each of the undersigned and any successors in interest thereof; all of whose liability shall be joint and several.   Any married person who signs this note agrees that recourse may be had against the separate property of that person for any obligations hereunder. The receipt of any check or other item of payment by Bank, at its option, shall not be considered a payment on account until such check or other item of payment is honored when presented for payment at the drawee bank.    Bank may delay the credit of such payment based upon Bank’s schedule of funds availability, and interest under this note shall accrue until the funds are deemed collected.  In any action brought under or arising out of this note, Debtor and any Obligor, including their successors and assigns, hereby consent to the jurisdiction of any competent court within the State of California, as provided in any alternative dispute resolution agreement executed between Debtor and Bank, and consent to service of process by any means authorized by said state’s law.  The term “Bank” includes, without limitation, any holder of this note. This note shall be construed in accordance with and governed by the laws of the State of California. This note hereby incorporates any alternative dispute resolution agreement previously, concurrently or hereafter executed between Debtor and Bank.

7.                    DEFINITIONS.     As  used  herein,  the following  terms  shall  have  the  meanings  respectively set forth  below: “Agreement”  shall mean that certain Amended and Restated Loan Agreement dated as of November 6, 2001, by and between Debtor and Bank, as at any time amended, modified, extended, renewed, replaced, or restated from time to time. “Applicable Margin” shall mean the following percent per annum for the following periods: (a) During the Revolving Period, plus (i) three-quarters of one percent (0.75%) per annum, effective on the first day of the month following the month in which Bank receives a financial statement (required by the Loan Agreement) from Debtor (“Financial Statement”) demonstrating that the ratio of Debtor’s Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter covered thereby was less than 0.50 to 1.00 (provided  that for the purposes of this definition of Applicable Margin, the term “effective on the first day of the month following the month in which Bank receives a Financial Statement”   shall be deemed to be “effective on the first day of  the Interest Period following the Interest Period in which Bank receives a Financial Statement” during such time as any outstanding principal balance of this Note bears interest at a rate based on the LIBOR Rate), (ii) seven-eighths of one percent (0.875%) per annum, effective on the first day of the month following the month in which Bank receives a Financial Statement from Debtor demonstrating that the ratio of Debtor’s Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter covered thereby was less than or equal to 1.00 to 1.00, but equal to or greater than 0.50 to 1.00 and (iii) one percent (1.0%) per annum, effective on the first day of the month following the month in which Bank receives a Financial Statement from Debtor demonstrating that the ratio of Debtor’s Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter covered thereby was greater than 1.00 to 1.00;   (b) during the Term Period, plus (i) seven-eighths of one percent (0.875%)  per annum, effective on the first day of the month following the month in which Bank receives a Financial Statement from Debtor demonstrating that the ration of Debtor’s Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter covered thereby was less than 0.50 to 1.00, (ii) one percent (1.0%) per annum, effective on the first day of the month following the month in which Bank receives a Financial Statement from Debtor demonstrating that the ratio of Debtor’s Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter covered thereby was less than or equal to 1.00 to 1.00, but equal to or greater than 0.50 to 1.00 and  (iii) one and one-eighth percent (1.125%) per annum, effective on the first day of the month following the month in which Bank receives a Financial Statement from Debtor demonstrating that the ratio of Debtor’s Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter covered thereby was greater than 1.00 to 1.00; provided, however, that (x) if at any time there exists a default under this note or the Loan Agreement, or any event has occurred which, with notice or the lapse of time, or both, would become a default under this note or the Loan Agreement, or (y) if Debtor fails to deliver any Financial Statement to Bank within the required time period set forth in the Loan Agreement, then the ratio of Debtor’s Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter covered

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thereby shall be deemed to be greater than 1.00 to 1.00 until such default or unmatured default is cured or otherwise waived by Bank or such Financial Statement is delivered to Bank, as the case may be; and provided further, however, that the Applicable Margin shall never be a negative number. “Base Interest Rate” means a rate of interest based on the LIBOR Rate. “Base Interest Rate Loan” means amounts outstanding under this note that bear interest at a Base Interest Rate. “Base Rate Maturity Date” means the last day of the Interest Period with respect to principal outstanding under a Base Interest Rate Loan. “Business Day” means a day on which Bank is open for business for the funding of corporate loans, and, with respect to the rate of interest based on the LIBOR Rate, on which dealings in U.S. dollar deposits outside of the United States may be carried on by Bank. “Interest Period” means with respect to funds bearing interest at a rate based on the LIBOR Rate, any calendar period of 1, 3, 6, 9 or 12 months. In determining an Interest Period, a month means a period that starts on one Business Day in a month and ends on and includes the day preceding the numerically corresponding day in the next month. For any month in which there is no such numerically corresponding day, then as to that month, such day shall be deemed to be the last calendar day of such month. Any Interest Period which would otherwise end on a non-Business Day shall end on the next succeeding Business Day unless that is the first day of a month, in which event such Interest Period shall end on the next preceding Business Day. “LIBOR Rate” means a per annum rate of interest (rounded upward, if necessary, to the nearest 1/100 of 1%) at which dollar deposits, in immediately available funds and in lawful money of the United States would be offered to Bank, outside of the United States, for a term coinciding with the Interest Period selected by Debtor and for an amount equal to the amount of principal covered by Debtor’s interest rate selection, plus Bank’s costs, including the cost, if any, of reserve requirements. “Origination Date” means the first day of the Interest Period. “Reference Rate” means the rate announced by Bank from time to time at its corporate headquarters as its Reference Rate. The Reference Rate is an index rate determined by Bank from time to time as a means of pricing certain extensions of credit and is neither directly tied to any external rate of interest or index nor necessarily the lowest rate of interest charged by Bank at any given time.

DEBTOR:
Simpson Manufacturing Co., Inc., a Delaware
corporation
By:	/s/ MICHAEL J. HERBERT
Title:		Chief Financial Officer

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EX-10.4

Exhibit 10.4

2600 INTERNATIONAL STREET, COLUMBUS OHIO

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

between

EVERETT JOHNSTON, BARCLAY SIMPSON, RICHARD PHELAN, ESTATE OF TYE
GILB, JUDY OLIPHANT, DOYLE NORMAN, AMY SIMPSON, JULIE SIMPSON,
ELIZABETH SIMPSON MURRAY, STEVE EBERHARD, STEVE LAMSON, RICHARD
PERKINS, THOMAS FITZMYERS AND SIMPSON INVESTMENT COMPANY, A
CALIFORNIA GENERAL PARTNERSHIP, AS SELLERS

and

SIMPSON MANUFACTURING CO., INC.,
AS PURCHASER

August 10, 2004

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made as of the 10th day of August, 2004 (the “Effective Date”), by and between Everett Johnston, Barclay Simpson, Richard Phelan, Estate of Tye Gilb, Judy Oliphant, Doyle Norman, Amy Simpson, Julie Simpson, Elizabeth Simpson Murray, Steve Eberhard, Steve Lamson, Richard Perkins, Thomas Fitzmyers and Simpson Investment Company, a California general partnership, (jointly and severally “Seller”), and SIMPSON MANUFACTURING CO., INC., a Delaware corporation (“Purchaser”) with reference to the following facts.

A.Seller owns the land and improvements known as 2600 International Street, Columbus, Ohio.

B:Purchaser is currently the sole tenant of the land and improvements known as 2600 International Street, Columbus, Ohio, pursuant to a Lease dated April 26, 1995, that, among other terms, requires tenant to pay all real and personal property taxes, to pay all utilities, and to pay for replacement cost insurance on the improvements.

C.Seller has agreed to sell to Purchaser and Purchaser has agreed to buy from Seller the land and property described in this Agreement in accordance with and upon satisfaction of the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
PURCHASE AND SALE

1.1Agreement of Purchase and Sale.  Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following:

(a)that certain tract or parcel of land situated in the City of Columbus, Ohio, more particularly described in Exhibit A attached hereto and made a part hereof, together with all appurtenances pertaining to such property, including all right, title and interest of Seller in and to adjacent streets, or rights-of-way (the “Land”);

(b)the buildings, fixtures, and other improvements affixed to or located on the Land (the “Improvements”);

(c)any and all of Seller’s right, title, and interest in and to all tangible personal property located upon the Land or within the Improvements, including, without limitation, all appliances, carpeting, draperies and curtains, tools and supplies, and other items of personal property owned by Seller (excluding cash and any software), located on and used

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exclusively in connection with the operation of the Land and the Improvements (the Personal Property”);

(d)any and all of Seller’s right, title and interest in and to (i) all assignable permits, licenses, approvals, and entitlements issued by any governmental authority in connection with the Land and Improvements and (ii) if, and to the extent in Seller’s or Seller’s manager’s possession, all plans and specification pertaining to the Property, including as built plans and any survey of the Property (collectively, the “Intangibles”).

1.2Property Defined.  The Land and the Improvements are hereinafter sometimes referred to collectively as the “Real Property.”  The Land, the Improvements, the Personal Property, the Lease and the Intangibles are hereinafter sometimes referred to collectively as the “Property.”

1.3Purchase Price.  $3,885,000.00 (“Purchase Price”).  At Closing, Seller shall credit Purchaser the amount of $77,800.00 which is the security deposit (the “Security Deposit”) under the Lease (as defined in Section 3.4) held by Purchaser.

1.4Payment of Purchase Price.  Purchaser shall deposit the Purchase Price, as increased or decreased by prorations and adjustments as herein provided to Title Company as more particularly set forth in Section 4.3.

1.5Deposit.

(a)On the expiration of the later of the Title Inspection Period (as hereinafter defined) and the Inspection Period (as hereinafter defined) (collectively, the “Approval Date”), Purchaser shall deposit with Land America Title Insurance Company (the “Title Company”), having its office at One Market Street, San Francisco, California 94111, Attention: Steve Sanders, the sum of Two Hundred Thousand Dollars ($200,000.00) (the “Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer.

(b)The Title Company shall hold the Deposit in an interest-bearing account reasonably acceptable to Seller and Purchaser, in accordance with the terms and conditions of this Agreement.  All interest on such sum shall be deemed income of Purchaser.

(c)The Deposit and all accrued interest shall be distributed in accordance with the terms of this Agreement.  The failure of Purchaser to timely deliver the Deposit when due hereunder shall be a material default, and shall entitle Seller, at Seller’s sole option, to terminate this Agreement immediately.  Notwithstanding the foregoing, the Deposit shall be returnable to Purchaser as and to the extent expressly provided in this Agreement.

1.6Deposit as Liquidated Damages.

(a)FROM AND AFTER THE EXPIRATION OF THE APPROVAL DATE, EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLER OR (II) A

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TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE VII OR (III) THE FAILURE OF A CONDITION PRECEDENT IN SECTION 4.6, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE.

(b)THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE.  THEREFORE, BY SEPARATELY INITIALING THIS SECTION, THE PARTIES ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASON-ABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST PURCHASER IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 4.1) DOES NOT OCCUR.

(c)PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED.

1.7Title Company.

(a)Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this Agreement shall serve as instructions to Title Company for consummation of the purchase contemplated hereby (“Escrow”).  Seller and Purchaser shall execute such supplemental escrow instructions as may be appropriate to enable Title Company to comply with the terms of this Agreement, provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time.  In the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions signed by Purchaser and Seller, the terms of this Agreement shall control.  Title Company shall hold and dispose of the Deposit and other funds and instruments delivered into Escrow in accordance with the terms of this Agreement.  Seller and Purchaser agree that the duties of the Title Company hereunder are purely ministerial in nature and shall be expressly limited to the matters set forth in this Agreement.

(b)Title Company shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon.

(c)Title Company shall execute this Agreement for the purpose of being bound by the provisions of this Agreement directing action by the Title Company.

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ARTICLE 2
TITLE AND SURVEY

2.1Title Inspection Period.  Purchaser shall have the right until the day that is forty-five (45) days after the Effective Date (hereinafter referred to as the “Title Inspection Period”), to review a current preliminary title report on the Real Property, accompanied by copies of all documents referred to in the report (collectively, the “Title Report).  The Purchaser shall be responsible for the costs of any new survey or survey update required in connection with the issuance of the Title Policy.

2.2Title Examination.  Purchaser shall notify Seller in writing (the “Title Notice”) prior to the expiration of the Title Inspection Period which exceptions to title (including survey matters), if any, will not be accepted by Purchaser.  If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Inspection Period, Purchaser shall be deemed to have approved the condition of title to the Real Property.  If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have five (5) days after receipt of the Title Notice to notify Purchaser (x) that Seller will remove such objectionable exceptions from title on or before the Closing (as defined in Section 4.1); or (y) that Seller elects not to cause such exceptions to be removed.  If Seller gives Purchaser notice under clause (y) above, Purchaser shall have five (5) days in which to notify Seller that Purchaser will terminate this Agreement.  If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder.

2.3Pre-Closing “Gap” Title Defects.  Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (a) raised by the Title Company between the expiration of the Title Inspection Period and the Closing and (b) not disclosed by the Title Company or otherwise known to Purchaser prior to the expiration of the Title Inspection Period; provided that Purchaser must notify Seller of such objection to title within five (5) days of being made aware of the existence of such exception.  If Purchaser sends a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations with respect to such notice as apply to a Title Notice under Section 2.2 hereof.

2.4Permitted Exceptions.  The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the “Permitted Exceptions”:  (a) those matters that either are not objected to in writing within the time periods provided in Sections 2.2 or 2.3 hereof, or if objected to in writing by Purchaser, are those to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property and (b) items shown on the Survey and not objected to by Purchaser or waived by Purchaser in accordance with Section 2.2 hereof.

2.5Payment of Monetary Liens.  Notwithstanding anything to the contrary contained in this Agreement, the Permitted Exceptions shall not include and Seller shall cause to be removed from record at or before the Closing at Seller’s cost, any existing monetary liens or encumbrances against the Property other than current, non-delinquent real property taxes and assessments.

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2.6Conveyance of Title.  At Closing, Seller shall convey and transfer to Purchaser fee simple title to the Real Property, by execution and delivery of the Deed (as defined in Section 4.2(a) hereof).  Evidence of delivery of such title shall be the issuance by the Title Company of an ALTA Coverage Owner’s Policy of Title Insurance (the “Title Policy”) covering the Real Property, in the full amount of the Purchase Price, subject only to the Permitted Exceptions.

ARTICLE 3
REVIEW OF PROPERTY

3.1Right of Inspection.

(a)Purchaser shall have the right until the date that is forty-five (45) days after the Effective Date (hereinafter referred to as the “Inspection Period”), to make a physical inspection of the Real Property, including an inspection of the environmental condition thereof pursuant to the terms and conditions of this Agreement, and to examine the “Due Diligence Materials” (as hereinafter defined).  As used herein, the “Due Diligence Materials” shall mean all documents, records and files in Seller’s possession or in the possession of Seller’s manager concerning the physical condition (including recent capital improvements and repairs), operation, entitlement status, development, and use of the Property, and all Intangibles relating to the Property in Seller’s possession.  The Due Diligence Materials shall not include Seller’s partnership or corporate records, internal memoranda, accounting and tax records and similar proprietary, confidential or privileged information (collectively, the “Confidential Documents”).  Seller will deliver to Purchaser all Due Diligence Materials in Seller’s possession or in the possession of Seller’s manager on the Effective Date.

3.2Environmental Reports.  SELLER SHALL DELIVER TO PURCHASER ANY ENVIRONMENTAL REPORTS IN ITS POSSESSION AND PURCHASER WILL ACKNOWLEDGE IN WRITING ITS RECEIPT OF SUCH REPORTS.

3.3Right of Termination.  If for any reason whatsoever in Purchaser’s sole and absolute discretion Purchaser determines that the Property or any aspect thereof is unsuitable for Purchaser’s acquisition, including without limitation the fact that Purchaser is unable to obtain financing on terms acceptable to it, Purchaser shall have the right to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Inspection Period, and if Purchaser gives such notice of termination within the Inspection Period, this Agreement shall terminate.  If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to this Agreement) and each party shall bear its own costs incurred hereunder.  If Purchaser gives Seller a notice waiving Purchaser’s right to terminate pursuant to this Section 3.3 (“Purchaser’s Notice to Proceed”) prior to the expiration of the Inspection Period, or without action by Purchaser upon the expiration of the Inspection Period, then Purchaser shall be deemed to have elected to continue this Agreement.

3.4Tenant.  The Property is currently subject to the Lease dated April 26, 1995, between Seller and Purchaser.  The expiration date of the Lease is September 30, 2005.  The

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Property shall be delivered to Purchaser free and clear of any claims of occupancy except for Purchaser’s occupancy under the Lease.

ARTICLE 4
CLOSING

4.1Time and Place.

(a)The consummation of the transaction contemplated hereby (the “Closing”) shall be October 1, 2005 (“Outside Closing Date”).

(b)If, for any reason not caused by the default of a party hereunder the Closing does not occur on or before the Outside Closing Date, as such date may be extended by, and only by, (i) mutual agreement of Purchaser or Seller or (ii) in accordance with Article 7 of this Agreement, the obligations of the parties to buy and sell the Property shall terminate and each party shall have the rights and remedies set forth herein.

(c)Non-recorded documents shall be deposited with Shartsis, Friese & Ginsburg LLP (“SF&G”), in escrow, and recorded documents shall be delivered to the Title Company as provided in this Agreement.  At the Closing, Seller and Purchaser shall perform the obligations set forth in, this Article, the performance of which obligations shall be concurrent conditions; provided that the Deed shall not be recorded until Seller receives confirmation of the wire number of the wired portion of the Purchase Price, adjusted by prorations as set forth herein.

4.2Seller’s Deliveries.

(a)At least one business day prior to the Closing, Seller shall deliver to Title Company the original Deed in the form attached hereto as Exhibit B (“Deed”).

(b)At least one business day prior to the Closing, Seller shall deliver to SF&G, in escrow, two duly executed counterpart originals of an assignment of Seller’s interest the Intangibles in the form attached hereto as Exhibit C (the “Assignment of Intangibles”).

(c)On or before the Closing, Seller shall deliver to SF&G, in escrow, a Bill of Sale for the Personal Property in the form attached hereto as Exhibit D.

(d)In the event that any representation or warranty of Seller needs to be modified due to changes since the Effective Date, at least one business day prior to the Closing, Seller shall deliver to SF&G, in escrow, a certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer thereof, identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change.  In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the date of Closing and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser,

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constitute the non-fulfillment of the condition set forth in Section 4.6(b) hereof and if the Closing does not occur, the Deposit shall be returned to Purchaser.  Notwithstanding the foregoing; if, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate.

(e)At least one business day prior to the Closing, Seller shall deliver to Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller.

(f)At least one business day prior to the Closing, Seller shall deliver to Title Company (i) a certificate stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and (ii) a State of California Form 590 (collectively, the “Non-Foreign Affidavits”).

(g)Upon the Closing, Seller shall deliver to Purchaser outside of Escrow the Leases and the Intangibles.

(h)At least one business day prior to the Closing, Seller shall deliver to Title Company a full release and reconveyance of all monetary encumbrances affecting the Property which are not to be paid out of the proceeds of the Closing (other than the lien of current, non-delinquent real property taxes and assessments) and the release of any mechanics’ liens, and such affidavits as may be customarily and reasonably required by the Title Company.

(i)Upon the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property.

(j)On or before the Closing, Seller shall deliver to SF&G, in escrow and/or Title Company as applicable, a closing statement reasonably acceptable to Seller and Purchaser duly executed by Seller.  Purchaser and Seller shall cooperate in good faith with Title Company to prepare the final closing statement.

(k)On or before the Closing, Seller shall deliver to SF&G, in escrow, and/or Title Company, as applicable, such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

4.3Purchaser’s Deliveries.

(a)At least one business day prior to the Closing, Purchaser shall wire transfer to Title Company the full amount of the Purchase Price, increased or decreased by prorations and adjustments as herein provided.

(b)At least one business day prior to the Closing, Purchaser shall deliver to SF&G, in escrow, two duly executed counterpart originals of the Assignment of Intangibles.

(c)In the event that any representation or warranty of Purchaser needs to be modified due to changes since the Effective Date, at least one business day prior to the Closing, Seller shall deliver to SF&G, in escrow, a certificate, dated as of the date of Closing and

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executed on behalf of Purchaser by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change.  In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty set forth herein which results from any change that (i) occurs between the Effective Date and the date of Closing and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change which is not permitted hereunder or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.7(c) hereof.  Notwithstanding the foregoing, if, despite changes or other matters described in such certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate.

(d)At least one business day prior to the Closing, Purchaser shall deliver to Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser.

(e)On or before the Closing, Purchaser shall deliver to SF&G, in escrow, and/or Title Company, as applicable, a closing statement reasonably acceptable to Seller and Purchaser duly executed by Purchaser.

(f)On or before the Closing, Purchaser shall deliver to SF&G, in escrow and/or Title Company, as applicable, deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

4.4Credits, Prorations and Closing Deliveries.

(a)All income and expenses of the Property shall be apportioned as of 12:01 a.m., on October 1, 2005, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs.  Such prorated items shall include without limitation the following:  (i) taxes and assessments levied against the Property; (ii) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; provided, however, that Seller may pay such utility charges directly to the utility provider; (iii) all amounts payable under assigned Intangibles; and (iv) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the county in which the Property is located.  It is understood and agreed that none of the foregoing prorations is intended to limit Purchaser’s obligations as tenant under the Lease for payment of any such items.

(b)Purchaser shall receive a credit at Closing in the amount of the Security Deposit.

(c)Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the

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parties’ reasonable estimates of such amount, and shall be the subject of a final proration ninety (90) days after Closing, or as soon thereafter as the precise amounts can be ascertained.  Purchaser shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained.  The obligations of the parties with respect to such post-Closing reconciliations shall survive the Closing.

(d)Upon the Closing, Title Company shall record the Deed in the Official Records of the City of Columbus, Ohio, with a conformed recorded copy to be delivered to Purchaser and Seller, fund the balance of the Deposit and Purchase Price to Seller, less any of Seller’s share of closing costs, as directed by Seller, and Title Company and SFG shall deliver the originals of the Non-Foreign Status Affidavits to Purchaser, and deliver the Bill of Sale, Assignment of Intangibles and Assignment of Leases and other instruments and documents delivered through the Escrow to the applicable party.

4.5Transaction Taxes and Closing Costs.

(a)Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.

(b)Seller shall pay the fees of any counsel representing Seller in connection with this transaction.  Seller shall also pay the following costs and expenses:  (i) one-half of the escrow fee, if any, which may be charged by the Title Company; (ii) the title insurance premium; and (iii) all transfer taxes, recording fees and conveyance charges customarily paid by sellers in Columbus Ohio.

(c)Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction.  Purchaser shall also pay the following costs and expenses:  (i) one-half of the escrow fee, if any, which may be charged by the Title Company and (ii) all transfer taxes, recording fees and conveyance charges customarily paid by purchasers in Columbus, Ohio.

(d)All costs and expenses incident to this transaction and the closing thereof, and not specifically described above, shall be paid by the party incurring same.

4.6Conditions Precedent to Obligation of Purchaser.  The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:

(a)Seller shall have delivered to SF&G, in escrow, or to Title Company all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;

(b)All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement);

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(c)Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing; and

(d)Title Company (or another nationally recognized title company) shall be unconditionally committed to issue to Purchaser upon the Closing the Title Policy (subject to only the Permitted Exceptions and with such endorsements as have been approved by Purchaser) in the form of the pro-forma policy or title commitment as have been agreed to by such Title Company and approved by Purchaser during the Title Inspection Period, a copy of which shall have been delivered to Seller.

4.7Conditions Precedent to Obligation of Seller.  The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:

(a)Seller shall have received confirmation of the wiring of the Purchase Price, as adjusted as provided herein;

(b)Purchaser shall have delivered to SF&G, in escrow, or to Title Company all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to, those provided for in Section 4.3 hereof;

(c)All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement); and

(d)Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1Representations and Warranties of Seller.  Seller hereby makes the following representations and warranties to Purchaser as of the Effective Date, which representations and warranties shall be deemed to have been made again as of the Closing, subject to Section 4.2(d) hereof:

(a)Organization and Authority.  Seller has been duly organized and is validly existing under the laws of the State of California.  Seller has the full right and authority to enter into this Agreement and to transfer all of the Property and to consummate or cause to be consummated the transaction contemplated by this Agreement.

(b)Execution of Documents.  The person signing this Agreement on behalf of Seller is authorized to do so.

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(c)Pending Actions.  There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Seller which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

(d)Due Diligence Materials. To Seller’s knowledge, the Due Diligence Materials are all of the agreements concerning the operation and maintenance of the Property entered into by Seller and affecting the Property.

(e)Condemnation.  To Seller’s knowledge, Seller has received no written notice of any condemnation proceedings relating to the Property.

(f)Violations.  To Seller’s knowledge, Seller has not received written notice of any uncured violation of any federal, state or local law relating to the use or operation of the Property.

5.2Survival of Seller’s Representations and Warranties.  The representations and warranties of Seller set forth in Section 5.1 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one year.  Seller shall have no liability to Purchaser for a breach of any representation or warranty unless written notice containing a description of the specific nature of such breach shall have been given to Seller prior to the expiration of said one year period and an action shall have been commenced by Purchaser against Seller within sixty (60) days following the expiration of such one year period.

5.3Covenants of Seller.  Seller shall not, after the date of Seller’s execution of this Agreement, enter into any contract, lease or other agreement affecting the Property that by its terms will not be terminable at the Closing except with the written approval of Purchaser.

5.4Representations and Warranties of Purchaser.  Purchaser hereby makes the following representations and warranties to Seller as of the Effective Date, which representations and warranties shall be deemed to have been made again as of the Closing, subject to Section 4.3(c) hereof:

(a)Organization and Authority.  Purchaser has been duly organized and is validly existing under the laws of California.  Purchaser has the full right and authority to enter into this Agreement and to consummate or cause to be consummated the transaction contemplated by this Agreement (subject to Purchaser’s performance and approval of its due diligence inspections within the Inspection Period).

(b)Execution of Documents.  The person signing this Agreement on behalf of Purchaser is authorized to do so.

(c)Pending Actions.  There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

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5.5Survival of Purchaser’s Representations and Warranties.  The representations and warranties of Purchaser set forth in Section 5.4 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one year.  Purchaser shall have no liability to Seller for a breach of any representation or warranty unless written notice containing a description of the specific nature of such breach shall have been given by Seller to Purchaser prior to the expiration of said one year period and an action shall have been commenced by Seller against Purchaser within sixty (60) days following the expiration of such one year period.

ARTICLE 6
DEFAULT

6.1Events of Default.

(a)The following shall constitute a Default of Purchaser hereunder:  (i) Purchaser defaults under any provision of this Agreement providing for the payment of money and such failure to pay continues for a period of five (5) days after receipt of notice of nonpayment but in no event beyond the Outside Closing Date; (ii) Purchaser defaults under any other provision of this Agreement and such default is not cured for a period of fifteen (15) days after receipt of notice of such default but in no event beyond the Outside Closing Date; (iii) if at any time prior to Closing (a) there shall be filed by Purchaser in any court or with any governmental body pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or a petition seeking to effect any plan or other arrangement with creditors or seeking the appointment of a receiver; or (b) a receiver, conservator or liquidating agent or similar person shall be appointed for all or a substantial portion of Purchaser’s property; or (c) Purchaser shall give notice to any person or governmental body of insolvency or suspension or pending suspension of its operations; or (d) a material, adverse change occurs in the financial condition of Purchaser or Purchaser  shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors.

(b)The following shall constitute a Default of Seller hereunder:  (i) Seller defaults under any provision of this Agreement providing for the payment of money and such failure to pay continues for a period of five (5) days after receipt of notice of nonpayment but in no event beyond the Outside Closing Date; (ii) Seller defaults under any other provision of this Agreement and such default is not cured for a period of fifteen (15) days after receipt of notice of such default, but in no event beyond the Outside Closing Date; (iii) if at any time prior to Closing (a) there shall be filed by Seller in any court or with any governmental body pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or a petition seeking to effect any plan or other arrangement with creditors or seeking the appointment of a receiver; or (b) a receiver, conservator or liquidating agent or similar person shall be appointed for all or a substantial portion of Seller’s property; or (c) Seller shall give notice to any person or governmental body of insolvency or suspension or pending suspension of its operations; or (d) a material, adverse change occurs in the financial condition of Seller or Seller shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors.

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6.2Default by Purchaser.  In the event the sale of the Property as contemplated hereunder is not consummated on or before the Outside Closing Date due to Purchaser’s Default hereunder (or, except as expressly set forth in Section 1.6, if such sale does not occur for any other reason except for a Default by Seller), Seller shall be entitled, as its sole and exclusive remedy under this Agreement, at law or in equity, to terminate this Agreement and receive the Deposit as liquidated damages for the breach of this Agreement in accordance with the provisions of Section 1.6 above, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof.

6.3Default by Seller.  In the event that Purchaser has performed or has indicated its ability to perform each and every of the conditions precedents herein on or before the Outside Closing Date and the sale of the Property as contemplated hereunder is not consummated on or before such date due to Seller’s Default hereunder, Purchaser shall be entitled either (a) to receive the return of the Deposit (plus all interest thereon), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller’s obligation to convey the Property to Purchaser in accordance with the terms of this Agreement, or (c) to exercise its rights under applicable law for damages.

ARTICLE 7
RISK OF LOSS

7.1Damage.  In the event of loss or damage to the Property or any portion thereof which is not “Major” (as hereinafter defined), this Agreement shall remain in full force and effect provided that Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question and the Purchase Price shall be reduced by an amount equal to the lesser of the deductible damage amount under Seller’s insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof (provided that in the event of uninsured damage, such reduction in the Purchase Price shall equal the estimated cost of such repairs necessary to the portion of the Property which is to be incorporated into the development).  Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

7.2Major Damage.  In the event of a “Major” loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the other party, in which event the Deposit shall be returned to Purchaser.  If neither Seller nor Purchaser elects to terminate this Agreement within fifteen (15) days after Seller sends Purchaser written notice of the occurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question.  In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs.  If Seller elects to assign a casualty claim to Purchaser, the

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Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller’s insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof (provided that in the event of uninsured damage, such reduction in the Purchase Price shall equal the estimated cost of such repairs).  Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

7.3Definition of “Major” Loss or Damage.  For purposes of Sections 7.1 and 7.2, “Major” loss or damage refers to the following:  any loss due to a casualty or condemnation that has an estimated value of more than $250,000.00.  The determination of “Major” loss or damage shall be made by an architect mutually reasonably approved by Purchaser and Seller.

ARTICLE 8
BROKERAGE COMMISSIONS

With respect to the transaction contemplated by this Agreement, each party hereto agrees that if any person or entity makes a claim for brokerage commissions or finder’s fees related to the sale of the Property by Seller to Purchaser, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys’ fees) in connection therewith.  The provisions of this paragraph shall survive Closing or any termination of this Agreement.

ARTICLE 9
DISCLAIMERS AND WAIVERS

9.1No Reliance on Documents.  Except as expressly stated in this Agreement, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller or its brokers or agents to Purchaser in connection with the transaction contemplated hereby.

9.2AS-IS SALE; DISCLAIMERS.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND/OR IN ANY OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT AND/OR IN ANY OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AT CLOSING.

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ARTICLE 10
MISCELLANEOUS

10.1Confidentiality.  Each party and its respective representatives shall hold in strictest confidence all confidential, non-public data and information obtained with respect to the other party or its business, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others; provided, however, that it is understood and agreed that each party may disclose such data and information (a) to its respective employees, lenders, consultants, accountants and attorneys provided that such persons agree in writing to treat such data and information confidentially, (b) in connection with that party’s enforcement of its rights hereunder; (c) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement required by applicable law; (d) in connection with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder); or (e) to potential investors, participants or assignees in or of the transaction contemplated by this Agreement or such party’s rights therein, provided that such persons are advised of such obligation and agree in writing to treat such data and information confidentially. In the event of a breach or threatened breach by a party or its agents or representatives of this Section, the other party shall be entitled to an injunction restraining the non-performing party or its agents or representatives from disclosing, in whole or in part, such confidential information.  Nothing herein shall be construed as prohibiting the non-breaching party from pursuing any other available remedy at law or in equity for such breach or threatened breach.  The provisions of this Section shall survive any termination of this Agreement prior to the Closing.

10.2Public Disclosure.  Prior to the Closing, any release to the public of confidential information with respect to the sale contemplated herein or any material terms set forth in this Agreement will be made only in the form approved by Purchaser and Seller.

10.3Assignment.  Subject to the provisions of this Section, the terms and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the parties hereto.  Purchaser may not assign its rights under this Agreement except to an entity affiliated with Purchaser without first obtaining Seller’s written approval, which approval shall not be unreasonably withheld.

10.4Notices.  Any notice pursuant to this Agreement shall be given in writing by reputable overnight delivery service with proof of delivery, and shall be deemed to have been given upon receipt or refusal to accept delivery sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement shall be as follows:

If to Purchaser:

Simpson Manufacturing Co., Inc.

4120 Dublin Blvd., Suite 400

Dublin, California 94568

Attention:  Michael Herbert

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with a copy to:

Alan J. Robin, Esq.

Shartsis, Friese & Ginsburg LLP

One Maritime Plaza, 18th Floor

San Francisco, California 94111

If to Seller:

Everett Johnston

Partnership Management

P.O. Box 3605

Incline Village, NV 89450

10.51031 Exchange Cooperation.  On condition that Purchaser receives written notice of its election to participate in a tax free exchange under §1031 of the Code at least ten (10) business days prior to the Closing Date, Purchaser agrees to reasonably cooperate with Seller’s efforts to integrate the transactions contemplated hereunder into a tax-deferred exchange under Section 1031 of the Code; provided, however, that in no event shall (a) Purchaser incur any additional cost, obligation or liability by reason of such exchange (including, without limitation, any responsibility or liability of any kind for the failure of such exchange to be consummated or to qualify for tax-deferred status under any federal or State law or rule and any damage calculated or related in any fashion to Seller’s lost tax benefits) or be required to hold title to any property, (b) the Closing be delayed, or (c) Seller be relieved of any of its agreements, or other obligations under this Agreement. Purchaser shall execute all amendments to this Agreement, escrow instructions pertaining to the exchange transaction and all other documents as may be necessary to carry out such an exchange, subject to the qualifications set forth above; provided however that Purchaser shall have the right to approve any and all such documents (which approval shall not be unreasonably withheld).

10.6Modifications.  This Agreement cannot be changed orally, and no agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the parties against whom enforcement of any such change is sought.

10.7Entire Agreement.  This Agreement, including the exhibits and schedules hereto, contains the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes all prior written or oral agreements and understandings between the parties pertaining to such subject matter.

10.8Further Assurances.  Each party agrees that it will execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other party to consummate the transaction contemplated by this Agreement.  The provisions of this Section shall survive Closing.

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10.9Counterparts.  This Agreement may be executed in counterparts, all such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

10.10Facsimile Signatures.  In order to expedite the transaction contemplated herein, telecopied signatures may be used in place of original signatures on this Agreement.  Seller and Purchaser intend to be bound by the signatures on the telecopied document, are aware that the other party will rely on the telecopied signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

10.11Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect; provided that the invalidity or unenforceability of such provision does not materially adversely affect the benefits accruing to any party hereunder.

10.12Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.  Purchaser and Seller agree that the provisions of this Section shall survive the Closing or any termination of this Agreement.

10.13Attorneys’ Fees; Waiver of Jury Trial.

(a)In the event of any action or proceeding between Seller and Purchaser to enforce any provision of this Agreement, the losing party shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in such action and in any appeal in connection therewith by such prevailing party.  The “prevailing party” will be determined by the court before whom the action was brought based upon an assessment of which party’s major arguments or positions taken in the suit or proceeding could fairly be said to have prevailed over the other party’s major arguments or positions on major disputed issues in the court’s decision.

(b)IF ANY ACTION OR PROCEEDING BETWEEN SELLER AND PURCHASER TO ENFORCE THE PROVISIONS OF THIS AGREEMENT PROCEEDS TO TRIAL, SELLER AND PURCHASER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY IN SUCH TRIAL.

10.14No Third-Party Beneficiary.  The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

10.15Captions.  The section headings appearing in this Agreement are for convenience of reference only and are not intended to limit or define the text of any section or any subsection hereof.

10.16Recordation.  This Agreement may not be recorded by any party hereto without the prior written consent of the other party hereto. Concurrently with the execution of this

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Agreement, the parties shall execute and record the Memorandum of Purchase and Sale Agreement in the form attached hereto as Exhibit E.

10.17Time for Performance.  Time is of the essence of this Agreement.  As used in this Agreement, a “business day” shall mean a day that is not a Saturday, Sunday or recognized federal or state holiday.  If the last date for performance by either party under this Agreement occurs on a day that is not a business day, than the last date for such performance shall be extended to the next occurring business day.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

SELLER:
	Everett Johnston
	Barclay Simpson
	Richard Phelan
	Estate of Tye Gilb
	By:
	Its:
	Judy Oliphant
	Doyle Norman
	Amy Simpson
	Julie Simpson
	Elizabeth Simpson Murray
	Steve Eberhard
	Steve Lamson

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	Richard Perkins
	Thomas Fitzmyers
	Simpson Investment Company, a California general partnership
	By:
	Name:
	Its:
PURCHASER:	SIMPSON MANUFACTURING CO. INC.,
	A Delaware corporation
	By:
	Name:
	Title:

Title Company executes this Agreement below solely for the purpose of acknowledging that it agrees to be bound by the provisions of this Agreement relating to performance by the Title Company.

TITLE COMPANY:	LANDAMERICA TITLE INSURANCE COMPANY
	By:
	Name:
	Title:

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Exhibit A

DESCRIPTION OF LAND

1

Exhibit B

FORM OF DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
MAIL TAX STATEMENTS TO:
Same as above
	(Above Space For Recorder’s Use Only)

GRANT DEED

The undersigned Grantor declares that Documentary Transfer Tax is not part of the public records.

FOR VALUE RECEIVED,                                 ,                           , grants to                                               , a                                            (“Grantee”), all that certain real property (the “Property”) situated in the City of Columbus, County of                                         , State of Ohio, described on Exhibit A attached hereto and by this reference incorporated herein.

THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO:

(a) All exceptions appearing in the policy of title insurance for the Property issued to the Grantee as of the date hereof; (b) All matters which would be revealed or disclosed in an accurate survey; (c) A lien not yet delinquent for taxes for real property, and any general or special assessments against the Property; and (d) zoning ordinances and regulations and any other laws, ordinances, or governmental regulations restricting or regulating the use, occupancy or enjoyment of the Property.

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed dated as of                           ,         .

GRANTOR:

SCHEDULE 1 TO GRANT DEED

LEGAL DESCRIPTION OF REAL PROPERTY

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Exhibit C

ASSIGNMENT AND ASSUMPTION OF INTANGIBLES

THIS ASSIGNMENT AND ASSUMPTION OF INTANGIBLES (the “Assignment”) is made as of the 30^th day of September 2005, between                              (“Assignor”) and                         , a(n)                      (“Assignee”).

Assignor is the owner of that certain real property located in the City of Columbus, State of Ohio, more particularly described in Exhibit A attached hereto (the “Property”).  Assignor hereby assigns, transfers, sets over and conveys to Assignee all of Assignor’s right, title and interest, to the extent assignable, in, to and under any and all of the following, to wit:  all existing permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Property (“Intangibles”), including, without limitation, those certain items specified in Exhibit B attached hereto and incorporated herein by this reference.

Assignee does hereby assume and agree to perform all of Assignor’s obligations under the Intangibles accruing with respect to the period from and after the date hereof.  Assignee agrees to indemnify, protect, defend and hold Assignor harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees) directly or indirectly arising out of or related to any breach or default in Assignee’s obligations hereunder.

Assignor shall remain liable for all of Assignor’s obligations under the Intangibles accruing with respect to the period prior to the date hereof.  Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees) directly or indirectly arising out of or related to any breach or default in Assignor’s obligations hereunder.

In the event of any action or proceeding between Assignor and Assignee to enforce any provision of this Assignment, the losing party shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in such action and in any appeal in connection therewith by such prevailing party.  The “prevailing party” will be determined by the court before whom the action was brought based upon an assessment of which party’s major arguments or positions taken in the suit or proceeding could fairly be said to have prevailed over the other party’s major arguments or positions on major disputed issues in the court’s decision.

This Assignment may be executed in counterparts, all such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.  In order to expedite the transaction contemplated herein, telecopied signatures may be used in place of original signatures on this Assignment.  Assignor and Assignee intend to be bound by the signatures on the telecopied document, are aware that the other party will rely on the telecopied signatures, and hereby waive any defenses to the enforcement of the terms of this Assignment based on the form of signature.

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This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.

This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Assignor and Assignee have each executed this Assignment as of the date first written above.

ASSIGNOR:
	By:
	Name:
	Title:
ASSIGNEE:
	a
	By:
	Name:
	Title:

[Attach legal description—Exhibit A and description of Intangibles-Exhibit B]

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EXHIBIT D

FORM OF BILL OF SALE

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged,                              (the “Seller”) does hereby sell and convey to                                       , a(n)                      (the “Purchaser”) any and all of Seller’s right, title and interest in and to all tangible personal property located upon the land described in Exhibit A attached hereto and hereby made a part hereof (the “Land”) or within the improvements located thereon, including, without limitation, any and all appliances, furniture, carpeting, draperies and curtains, tools and supplies, and other items of personal property owned by Seller (excluding cash and any software), used exclusively in the operation of the Land and improvements, as is, where is, and without warranty of title or use, and without warranty, express or implied, of merchantability or fitness for a particular purpose.

TO HAVE AND TO HOLD all of said personal property unto Purchaser, its successors and assigns, to its own use forever.

IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the 30^th day of September 2005.

By:

Name:

Title:

[Attach legal description]

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EXHIBIT E

MEMORANDUM OF PURCHASE AND SALE

RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:

Alan J. Robin, Esq.

Shartsis Friese Ginsburg LLP

One Maritime Plaza, 18^th Floor

San Francisco, California 94118

MEMORANDUM OF PURCHASE AND SALE AGREEMENT

THIS MEMORANDUM OF PURCHASE AND SALE AGREEMENT is entered into as of the 6^th day of July, 2004 (the “Effective Date”), by and between COLUMBUS WESTBELT INVESTMENT CO, a California partnership  (“Seller”), and SIMPSON MANUFACTURING CO., INC., a Delaware corporation (“Purchaser”) with reference to the following facts:

RECITALS

A.Seller owns the land and improvements known as 2600 International Street, Columbus, Ohio.

B:Purchaser is currently the sole tenant of the land and improvements known as 2600 International Street, Columbus, Ohio, pursuant to a Lease dated April 26, 1995, that, among other terms, requires tenant to pay all real and personal property taxes, to pay all utilities and to pay for replacement cost insurance on the improvements.

C.Seller has agreed to sell to Purchaser and Purchaser has agreed to buy from Seller the land and property described in this Agreement in accordance with and upon satisfaction of the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, Seller hereby agrees to sell and Buyer hereby agrees to purchase the Property for the purchase price and upon all of the terms, conditions and covenants contained in that certain unrecorded Purchase and Sale Agreement (the “Agreement”) dated July 6, 2004, executed by Seller and Buyer, which Agreement is incorporated herein by this reference, including without limitation the following:

1.In the event of any breach or default by Seller in or of the Agreement or any of the warranties, terms or provisions thereof, Buyer shall have, in addition to a claim for damages for such breach or default, and in addition to and without prejudice to any right or remedy available at law or in equity, the right to demand and have specific performance of the Agreement and this Memorandum.

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2.This Memorandum is not intended to change any of the terms of the Agreement and in the event of any inconsistency between the terms of this Memorandum and the terms of the Agreement, the terms of the Agreement shall prevail. The Agreement is available at the offices of Seller and Buyer at the addresses indicated above.

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Purchase and Sale Agreement dated as of the date first set forth above.

SELLER:	COLUMBUS WESTBELT INVESTMENT CO., a California partnership
	By:
	Name: Everett Johnson
	Title: Managing Partner
	MCKINNEY INVESTORS a California general partnership
	By:
	Name: Everett Johnson
	Title: Managing Partner
PURCHASER:	SIMPSON MANUFACTURING CO. INC., a Delaware corporation
	By:
	Name:
	Title:

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EXHIBIT A

LEGAL DESCRIPTION

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State of California	)
	) ss.
County of	)

On                             , 2004, before me,                                         , personally appeared                                       , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

State of California	)
	) ss.
County of	)

On                             , 2004, before me,                                         , personally appeared                                       , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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EX-11

Exhibit 11

Simpson Manufacturing Co., Inc. and Subsidiaries
Computation of Earnings Per Common Share

(Unaudited)

Basic Earnings per Share

	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Weighted average number of common shares outstanding	47,643,694		49,355,296		48,115,666		49,242,808
Net income	$	24,184,042	$	18,557,490	$	63,948,009	$	47,263,999
Basic net income per share	$	0.51	$	0.38	$	1.33	$	0.96

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Diluted Earnings per Share

	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Weighted average number of common shares outstanding	47,643,694		49,355,296		48,115,666		49,242,808
Shares issuable pursuant to employee stock option plans, less shares assumed repurchased at the average fair value during the period	846,992		878,908		824,798		773,976
Shares issuable pursuant to the independent director stock option plan, less shares assumed repurchased at the average fair value during the period	14,410		12,970		13,144		11,190
Number of shares for computation of diluted net income per share	48,505,096		50,247,174		48,953,608		50,027,974
Net income	$	24,184,042	$	18,557,490	$	63,948,009	$	47,263,999
Diluted net income per share	$	0.50	$	0.37	$	1.31	$	0.94

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EX-31

Exhibit 31

Simpson Manufacturing Co., Inc. and Subsidiaries

Rule 13a-14(a)/15d-14(a) Certifications

I, Thomas J Fitzmyers, Chief Executive Officer of Simpson Manufacturing Co., Inc. (the “Company”), certify that:

1.I have reviewed this report on Form 10-Q of the Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the Company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.The Company’s other certifying officer and I have disclosed, based on our most recent evalu ation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

DATE:	November 9, 2004	By	/s/ Thomas J Fitzmyers
			Thomas J Fitzmyers
			Chief Executive Officer

I, Michael J. Herbert, Chief Financial Officer of Simpson Manufacturing Co., Inc. (the “Company”), certify that:

1.I have reviewed this report on Form 10-Q of the Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the Company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.The Company’s other certifying officer and I have disclosed, based on our most recent evalu ation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

DATE:	November 9, 2004	By	/s/ Michael J. Herbert
			Michael J. Herbert
			Chief Financial Officer

EX-32

Exhibit 32

Simpson Manufacturing Co., Inc. and Subsidiaries

Section 1350 Certifications

The undersigned, Thomas J Fitzmyers and Michael J. Herbert, being the duly elected and acting Chief Executive Officer and Chief Financial Officer, respectively, of Simpson Manufacturing Co., Inc., a Delaware corporation (the “Company”), hereby certify that the quarterly report of the Company on Form 10-Q for the quarterly period ended September 30, 2004, fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended, and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	November 9, 2004	/s/ Thomas J Fitzmyers
		Thomas J Fitzmyers
		/s/ Michael J. Herbert
		Michael J. Herbert

A signed original of this written statement required by Section 906 has been provided to Simpson Manufacturing Co., Inc. and will be retained by Simpson Manufacturing Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.