ASSET PURCHASE AGREEMENT
AGREEMENT made and entered into this 29th day of March, 2000, by and between: MORO ACQUISITION
CORP., a Delaware corporation ("MORO"); DAVID W. MENARD and JACQUELINE J. MENARD
(hereinafter, "Guarantors"); J.M. AHLE CO., INC., a New Jersey corporation ("AHLE"); each of JAMES M.
AHLE, RAYMOND J. DONOVAN, and RONALD A. SCHIAVONE, as trustee of the Ronald A. Schiavone
Living Trust u/t/a/d June 21, 1991 (hereinafter, "Shareholder" or "Shareholders"); and RONALD A.
SCHIAVONE, individually ("Schiavone").
AHLE is a distributor of reinforcing steel to contractors and subcontractors for use in the construction of
highways, airports, bridges, treatment facilities, schools, public facilities, industrial and commercial buildings, and
other structures. AHLE desires to sell to MORO and MORO desires to purchase substantially all of the
operating assets and inventories of AHLE, and to assume substantially all of the known operating liabilities of
AHLE, all as more fully set forth herein.
NOW THEREFORE, intending to be legally bound hereby, and in consideration of the mutual agreements,
representations and undertakings of the parties hereto, the undersigned mutually agree as follows:
I. Sale of Assets. Subject to the terms and conditions hereof, MORO hereby agrees to purchase, and AHLE
hereby agrees to sell, assign, transfer, set over, confirm, convey and deliver to MORO at the closing herein
described in Article IX ("Closing"), title to and possession of, or, where applicable, right of AHLE to, all of the
assets of AHLE, whether tangible, intangible, personal or otherwise, and wherever located, other than Excluded
Assets (as defined in Article II) (the "Assets"). The Assets shall be conveyed and delivered to MORO at the
Closing free and clear of all liens, security interests, claims, pledges, charges, agreements, encumbrances, options,
or any other adverse claims whatsoever, whether known or unknown, whether arising before or after