ROXBORO OVERSEAS LIMITED

C L I F F O R D
C H A N C E

LIMITED LIABILITY PARTNERSHIP

Execution Version

ROXBORO OVERSEAS LIMITED

ROXBORO HOLDINGS, INC.

WESTON GROUP LIMITED

THE ROXBORO GROUP PLC

▇▇▇▇▇▇▇▇▇ TECHNOLOGIES CORPORATION

AND

▇▇▇▇▇▇▇▇▇ TECHNOLOGIES ACQUISITION LIMITED

-------------------------------------------------------

CONTENTS

Clause

Page

1.

Interpretation

1

2.

Roxboro's And First Buyer's Guarantees

12

3.

Sale And ▇▇▇▇▇▇▇▇

▇▇

▇.

Wider Group Trading Amounts And Wider Group Loans

13

5.

Cash Balances

14

6.

Working Capital

16

7.

Amounts Owing Between Group Companies

17

8.

Condition

17

9.

Completion

18

10.

The Sellers' Warranties And Pre-Completion Conduct And Indemnity

19

11.

The Buyers' Remedies

22

12.

The Buyers' Warranties And Undertakings And Indemnities

22

13.

Sellers' Undertakings

26

14.

Pensions And Real Property

28

15.

Confidential Information

28

16.

Announcements

30

17.

Assignment

30

18.

Costs

31

19.

Entire Agreement

31

20.

General

32

21.

Notices

33

22.

Governing Law And Jurisdiction

34

SCHEDULE 1

Information About The Companies And Their Subsidiary Undertakings

36

      PART A:

THE COMPANIES

36

      PART B:

THE SUBSIDIARY UNDERTAKINGS

40

SCHEDULE 2

Completion Requirements

45

SCHEDULE 3

Sellers' Warranties

47

SCHEDULE 4

Limitations On The Sellers' Liability

74

SCHEDULE 5

Action Pending Completion

82

SCHEDULE 6

Real Property

85

SCHEDULE 7

Environmental Indemnity

88

SCHEDULE 8

Pension Arrangements

95

SCHEDULE 9

Group Company Patents And Patent Applications And Trade Marks And Trade ▇▇▇▇ Application

SCHEDULE 10

Buyers' Warranties

SCHEDULE 11

Working Capital Accounts

SCHEDULE 12

Accounting Policies, Principles And Practices

SCHEDULE 13

Material Agreements

SCHEDULE 14

Unit B1 Property Provisions

1.

Tax Deed

2.

Employees' Announcement

(1)

ROXBORO OVERSEAS LIMITED, a company incorporated in England and Wales (registered no. 02534146), whose registered address is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ("ROL");

(2)

ROXBORO HOLDINGS INC., a company incorporated in the State of Delaware, the United States of America, whose principal place of business is at ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, the United States of America ("RHI");

(3)

WESTON GROUP LIMITED, a company incorporated in England and Wales (registered no. 04220046), whose registered address is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ("WGL");

(4)

THE ROXBORO GROUP PLC, a company incorporated in England and Wales (registered no. 02486024) whose registered address is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ("Roxboro");

(5)

▇▇▇▇▇▇▇▇▇ TECHNOLOGIES CORPORATION, a company incorporated in Delaware, the United States of America, whose principal place of business is at ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, the United States of America (the "First Buyer"); and

(6)

▇▇▇▇▇▇▇▇▇ TECHNOLOGIES ACQUISITION LIMITED, a company incorporated in England and Wales (registered no. 4759585), whose registered office is at Mitre House, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ (the "Second Buyer").

1.

Interpretation

1.1

In this Agreement:

"Accounts" means (i) in respect of each of Weston Aerospace, Weston Aerospace (2003) Limited and Pressure Systems International Limited, each company's individual accounts (as that term is used in section 226 of the Act) for the financial year ended on the Last Accounting Date, the auditors' reports on those accounts, the directors' report of the company for that year and the notes to those accounts; and (ii) in respect of each of NAPI, PSI and Pressure Systems International Inc., the company's annual accounts pack produced for Roxboro's year end consolidated accounts for the financial year ended on the Last Accounting Date, constituting a profit and loss account and a balance sheet and a consolidation chart of accounts for the purposes of substantiating Roxboro's audit report;

"Accounts Relief" has the meaning set out in the Tax Deed;

"Act" means the Companies ▇▇▇ ▇▇▇▇;

"Agreed Rate" means the rate for six month deposits in pounds sterling which appears on the display designated as page 3750 on the Dow ▇▇▇▇▇ Telerate Screen (or such other page or service as may replace it for the purpose of displaying London inter bank offered rates of leading banks for pounds sterling deposits) at or about 11.00 a.m. (London time) on the first Business Day of the period in respect of which the relevant interest is payable;

"Asbestos" shall have the same definition as used in the Control of Asbestos at Work Regulations 2002 namely the following minerals, that is to say, crocidolite, amosite, chrysotile, fibrous actinolite, fibrous anthopyllite or fibrous tremolite or any mixture containing any of those materials;

"Assets" means all assets owned or used by the Group at the date of this Agreement including, without limitation, each asset included in the Accounts or acquired by a Group Company since the Last Accounting Date (other than assets since disposed of) and all fixed and loose plant and machinery, stock of raw materials and of partly finished and unfinished goods, vehicles, equipment, office equipment and furnishings, and other similar articles owned, possessed or used by a Group Company;

"Business" means the business as carried on by the Group or, as the case may be, any member of the Group as at the date hereof;

"Business Day" means a day (other than a Saturday or Sunday or public holiday) on which banks are open for general business in England and Wales and in New York, New York, the United States of America;

"Business Intellectual Property" means all Intellectual Property used by a Group Company in, or in connection with, its business;

"Buyers" means the First Buyer and the Second Buyer and "Buyer" means either of them; and for the avoidance of doubt, when used in schedule 3, "Buyer" means the relevant Buyer to whom the relevant Seller is giving the Warranty pursuant to clause 10.1;

"Buyers' Group" means the Buyers, their ultimate parent undertakings and such parent undertakings' respective subsidiary undertakings from time to time and includes, for the avoidance of doubt, each Group Company after Completion;

"Buyer's Group Undertaking" means a Buyer, a subsidiary undertaking or parent undertaking for the time being of the relevant Buyer or a subsidiary undertaking for the time being of a parent undertaking of such Buyer and, for the avoidance of doubt, after Completion includes each Group Company;

"Buyers' Press Release" means a press release made or sent by or on behalf of the Buyers concerning the signing of this Agreement;

"Buyers' Warranties" means the statements contained in clause 12.1;

"Cash Balance" means, in relation to each Group Company, the aggregate expressed in pounds sterling of all that company's Relevant Balances (adjusted for all uncleared cheques and receipts) (and for the avoidance of doubt if any Relevant Balance is not an amount in pounds sterling it shall be converted into pounds sterling in accordance with clause 1.4);

"Cash Deficit" means in respect of each Group Company, the aggregate of all Cash Balances of that Company and its Subsidiary Undertakings, expressed in pounds sterling at Completion, in the event that the aggregate of credit balances exceeds the aggregate of debit balances;

"Cash Surplus" means in respect of each Group Company, the aggregate of all Cash Balances of that Company and its Subsidiary Undertakings, expressed in pounds sterling at Completion, in the event that the aggregate of debit balances exceeds the aggregate of credit balances;

"Code" means the United States Internal Revenue Code of 1986, as amended;

"Company" means, other than when used in schedule 3, Pressure Systems International Limited, Pressure Systems Inc., Norwich Aero Products Inc. or Weston Aerospace and when used in schedule 3 means, in relation to a Warranty given by a particular Seller, each company the Shares of which are to be sold by that Seller pursuant to this Agreement, and "Companies" shall be construed accordingly;

"Completion" means completion of the sale and purchase of the Shares in accordance with this Agreement;

"Completion Accounts Date" means the Completion Date;

"Completion Date" means, unless otherwise agreed by the parties, the date which is the second Business Day immediately following the date on which the Condition is satisfied;

"Computer Systems" means the computer hardware and Software which are required to operate the Business on a day-to-day basis and are in the exclusive possession and control of a Group Company;

"Condition" means the condition set out in clause 8.1;

"Confidentiality Agreement" means the agreement between HSBC Bank plc and the First Buyer dated 20 January 2003 relating to the provision of information relating to the Group;

"Confidential Information" means all information not publicly known, used in the Business or in the possession of any Group Company and relating to its customers, or financial or other affairs, including information relating to (a) trade secrets, know-how, ideas, Computer Systems and Software (b) future projects, business development or planning, commercial relationships and negotiations; and (c) the marketing of goods or services including customer names and lists, sales targets and statistics;

"Consolidated Completion Accounts" means the unaudited consolidated profit and loss account of the Group in respect of the period starting on the day after the Last Accounting Date and ending on the Completion Accounts Date and the unaudited consolidated balance sheet of the Group as at the Completion Accounts Date;

"Creditors" means the figure of [POUND]3,177,000, as shown in the March 2003 Consolidated Management Accounts balance sheet (an analysis of which is attached in the annex to schedule 12) updated, using the same accounting principles, policies and practices as identified in part B of schedule 12, to the Completion Accounts Date, excluding any Wider Group Trading Amount and the Wider Group Loans;

"Data Room" means the data room located at the offices of ▇▇▇▇▇▇▇▇ Chance LLP, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;

"Debtors" means the figure of [POUND]4,754,000, as shown in the March 2003 Consolidated Management Accounts balance sheet (an analysis of which is attached in the annex to schedule 12) updated, using the same accounting principles, policies and practices as identified in Part B of schedule 12, to the Completion Accounts Date, excluding any Wider Group Trading Amount and the Wider Group Loans;

"Disclosure Letter" means the letter having the same date as this Agreement from the Sellers to the Buyers and all annexures thereto in relation to the Warranties, the receipt of which is hereby acknowledged by the Buyers;

"EGM" means the extraordinary general meeting of Roxboro convened pursuant to clause 8.2 and, as the context requires, any adjournment thereof;

"Employees' Announcement" means an announcement in the agreed form to the Group's employees relating to the Transaction;

"Employee-related Matter" means any matter relating to any member of the Group and the terms of employment or engagement of its respective directors, officers and employees;

"Encumbrance" means a lien, charge or other encumbrance or right exercisable by a third party having similar effect;

"English Group Companies" means Norwich Aero Products Limited, Pressure Systems International Limited, Weston Aerospace (2003) Limited, Weston Aerospace and Weston Aerospace (1994) Limited (each an "English Group Company");

"Environment" means all or any of the following media, namely air, water and land and all living organisms or systems supported by those media;

"Environmental Authority" means any authority, whether statutory or non-statutory or governmental or non-governmental, having responsibility under Environmental Law;

"Environmental Law" means all or any international, national, state or local, civil or criminal law, common law, statutes, statutory instruments, regulations, directives, orders, decrees, injunctions or judgements relating to the pollution or protection of the Environment or harm to or protection of human health and safety or the health of animals and plants which are in force as at the date of this Agreement;

"Environmental Permit" means a permit, licence, consent or approval required under Environmental Law and necessary for the effective operation of a Group Company's business, its ownership, possession, occupation or use of an asset;

"Event" means an event, act, transaction or omission including, without limitation, a receipt or accrual of income or gains, distribution, failure to distribute, acquisition, disposal, transfer, payment, loan or advance;

"Final Purchase Price" has the meaning given to it in clause 3.2;

"Former Property" means any of the following properties:

(a)

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇;

(b)

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇;

(c)

East River Road, ▇▇▇▇▇▇ Industrial Park, County ▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇;

(d)

▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; or

(e)

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇;

"Group" means all of the Companies and Subsidiary Undertakings;

"Group Company" means, other than when used in schedule 3, a Company or a Subsidiary Undertaking and, when used in schedule 3 (and for the avoidance of doubt when used in the definition of "Property" in this clause 1.1), means, in relation to a Warranty given by a particular Seller, each Company the Shares of which are to be sold by that Seller pursuant to this Agreement or each of such Company's Subsidiary Undertakings at the date of this Agreement and "Group Companies" shall be construed accordingly;

"Hazardous Substance" means any matter, whether alone or in combination with any other matter, capable of causing harm to man or any other living organism or damaging the Environment or public health or welfare, including Asbestos, radioactive matter, ozone depleting substances, and genetically modified organisms;

"Individual Completion Accounts" means the unaudited profit and loss account of each Group Company in respect of the period starting on the day of the Last Accounting Date and ending on the Completion Accounts Date and the unaudited balance sheet of each Group Company as at the Completion Accounts Date;

"Information" means any information relating to Roxboro or any Seller's Group Undertaking which is obtained by any Buyer's Group Undertaking or any director, officer, employee, agent or adviser of any Buyer's Group Undertaking, whether before or after the date of this Agreement, in any form (including, without limitation, in writing or orally or in a visual or an electronic form or in a magnetic or digital form) and whether directly or indirectly from, or pursuant to discussions with, Roxboro, any Seller's Group Undertaking or their advisers, including, without limitation, all documents and other information, whether prepared by a Buyer's Group Undertaking or by a director, officer, employee or adviser of a Buyer's Group Undertaking, which contain or are generated from such information;

"Initial Purchase Price" means the aggregate of the WA Cash/Debt Free Price, the NAPI Cash/Debt Free Price, the PSI Cash/Debt Free Price and the PSIL Cash/Debt Free Price;

"Intellectual Property" means:

(a)

patents, trade marks, service marks, registered designs, applications and rights to apply for any of those rights, rights in trade, business and company names and logos and slogans, get up and other trading insignia, internet domain names and e mail addresses, copyright (including, without limitation, copyright in Software and databases), database rights, rights in know-how, rights in designs and inventions together with all extensions and renewals of them;

(b)

all rights and forms of protection of a similar nature recognised in any country of the world; and

(c)

the right to ▇▇▇ for past infringements of any of the foregoing rights;

"Inventory" means the figure of [POUND]4,659,000, as shown in the March 2003 Consolidated Management Accounts balance sheet (an analysis of which is attached in the annex to schedule 12) updated, using the same accounting principles, policies and practices as identified in part B of schedule 12, to the Completion Accounts Date;

"Last Accounting Date" means 31 December 2002;

"March 2003 Consolidated Management Accounts" means the unaudited consolidated profit and loss account of the Group in respect of the period starting on the day after the Last Accounting Date and ending on 28 March 2003 and the unaudited consolidated balance sheet of the Group as at 28 March 2003;

"March 2003 Group Company Management Accounts" means the unaudited profit and loss account of each Group Company in respect of the period starting on the day after the Last Accounting Date and ending on 28 March 2003 and the unaudited balance sheet of each Group Company as at 28 March 2003;

"Material Agreement" means each agreement set out in schedule 13;

"NAPI Cash/Debt Free Price" means [POUND]4,750,000;

"NAPI Shares" means all of the issued and outstanding shares of capital stock of NAPI, as detailed in part A of schedule 1;

"Norwich Aero Products Inc." or "NAPI" means Norwich Aero Products Inc., the details of which are contained in part A of schedule 1;

"Party" means a party to this Agreement and includes each of that person's successors and permitted assigns;

"Pressure Systems Inc." or "PSI" means Pressure Systems Inc., the details of which are contained in part A of schedule 1;

"Pressure Systems International Limited" or "PSIL" means Pressure Systems International Limited, the details of which are contained in part A of schedule 1;

"Property" means, other than when used in schedule 3, the property or properties, details of which are set out in schedule 6 and includes an individual property and a part of an individual property and, when used in schedule 3, means, in relation to a Warranty given by a particular Seller, each property in which that Seller's Group Companies are shown as having an interest in schedule 6;

"Property Proceeding" means a civil, criminal, arbitration, administrative or other proceeding concerning the Property;

"PSI Cash/Debt Free Price" means [POUND]5,300,000;

"PSI Division" means the combined businesses of PSI, PSIL and their subsidiary undertakings;

"PSIL Cash/Debt Free Price" means [POUND]950,000;

"PSIL Shares" means the entire issued share capital of PSIL, as detailed in part A of schedule 1;

"PSI Shares" means all of the issued and outstanding shares of capital stock of PSI, as detailed in part A of schedule 1;

"Reference Amount" means [POUND]6,236,000;

"Relevant Balance" means, in relation to a Group Company a balance (debit (positive) or credit (negative)) of that company's cash books or lockboxes or a ▇▇▇▇▇ cash balance, in each case at the Completion Accounts Date;

"Relevant Claim" means a claim by one or more of the Buyers for breach of any of the Warranties;

"Relevant Division" means, in relation to WA, NAPI and their subsidiary undertakings, the Weston Division and, in relation to PSI, PSIL and their subsidiary undertakings, the PSI Division;

"Relief" has the meaning set out in the Tax Deed;

"Reorganisation" has the meaning set out in the Tax Deed;

"Reorganisation Claim" has the meaning set out in the Tax Deed;

"Resolution" means the resolution of the shareholders of the Sellers' ultimate parent undertaking, Roxboro, relating to such shareholders' approval of the Transaction;

"Sellers" means ROL, RHI and WGL and "Seller" means any of them; and for the avoidance of doubt, when used in schedule 3, "Seller" means the relevant Seller giving the Warranty pursuant to clause 10.1;

"Sellers' Group" means the Sellers, their ultimate parent undertaking and their respective subsidiary undertakings at the date of this Agreement (but excluding any Group Company);

"Seller's Group Company" means a Seller or a company which is, at the date of this Agreement, a subsidiary or holding company of the relevant Seller or a subsidiary of a holding company of such Seller;

"Seller's Group Undertaking" means a Seller or an undertaking which is, at the date of this Agreement, a subsidiary undertaking or parent undertaking of the relevant Seller or a subsidiary of a parent undertaking of such Seller (but excluding any Group Company);

"Sellers' Press Release" means a press release made or sent by or on behalf of the Sellers concerning the signing of this Agreement;

"Shares" means the NAPI Shares, the PSI Shares, the PSIL Shares and the WA Shares and, for the purposes of paragraph 2.1 of part A of schedule 3, means the shares in the relevant Company owned by the Seller giving the Warranty or, in the case of the WA Shares, owned by WGL and Zoomclose, as set out in schedule 1;

"Software" means computer programs, including applications software and operating system software whether in source, object or machine code form;

"Subsidiary Undertaking" means the relevant subsidiary undertaking (if any) of each Company which is listed in part B of schedule 1 and "Subsidiary Undertakings" means all those subsidiary undertakings;

"Surrender of Advance Corporation Tax" means a surrender of advance corporation tax under section 240 of the Taxes Act;

"Surrender of Group Relief" means a surrender of relief for trading losses or other amounts eligible for surrender under Chapter IV of Part X of the Taxes Act;

"Surrender of Tax Refund" means a surrender of tax refund under section 102 of the Finance ▇▇▇ ▇▇▇▇;

"Tax", "Taxes" and "Taxation" has the same meaning as set out in the Tax Deed;

"Tax Affiliate" means any federal, state, local or foreign affiliated, consolidated, combined, unitary or other similar group for Tax purposes with respect to which a Group Company is a member;

"Tax Authority" means any fiscal, revenue, customs or excise authority anywhere in the world including, without limitation, the Inland Revenue, H. M. Customs & Excise and the United States Internal Revenue Service;

"Tax Claim" means a claim by a Buyer under or pursuant to the terms of the Tax Deed;

"Tax Deed" means the tax deed in the agreed form;

"Taxes Act" means the Income and Corporation Taxes ▇▇▇ ▇▇▇▇;

"Tax Return" means any report, return, declaration, claim for refund, information return or other similar documents, including any schedules or attachments thereto and any amendment thereof, with respect to Tax or Taxes of a Group Company or of any Tax Affiliate;

"Tax Warranty" means a statement or warranty contained in paragraph 5 of schedule 3, Part A;

"TCGA" means the Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇;

"Transaction" means the sale by ROL and the purchase by the First Buyer of the PSIL Shares, the sale by RHI and the purchase by the First Buyer of the NAPI Shares and the PSI Shares and the sale by WGL and the purchase by the Second Buyer of the WA Shares, pursuant to the terms of the Transaction Documents;

"Transaction Documents" means this Agreement, the Disclosure Letter, the Tax Deed and the letter of the same date as this Agreement from the Buyers to WGL consenting to the proposed reduction of capital of WGL;

"US Group Companies" means Norwich Aero Products Inc., Pressure Systems Inc., Pressure Systems International Inc. and SureSeal Corporation (each a "US Group Company");

"VATA" means, in the United Kingdom, the Value Added Tax ▇▇▇ ▇▇▇▇;

"Warranty" means a statement contained in schedule 3;

"WA Cash/Debt Free Price" means [POUND]44,000,000;

"WA Shares" means the entire issued share capital of WA, as detailed in part A of schedule 1;

"Weston Aerospace" or "WA" means Weston Aerospace, the details of which are contained in part A of schedule 1;

"Weston Division" means the combined businesses of WA, NAPI and their subsidiary undertakings;

"Wider Group Loans" means (i) in relation to each Group Company, the aggregate of all amounts expressed to be owed in all currencies by that Group Company to any Seller's Group Undertaking as shown in the books of the relevant Group Company and (ii) in relation to any Seller's Group Undertaking, the aggregate of all amounts expressed to be owed in all currencies by that Seller's Group Undertaking to any Group Company as shown in the books of the relevant Seller's Group Undertaking, in each case plus interest accrued in accordance with any governing agreement and excluding Wider Group Trading Amounts;

"Wider Group Trading Amount" means each amount properly owed by or to any Seller's Group Undertaking in the ordinary course of business (including, without limitation, amounts owed in respect of salaries or other employee benefits, insurance (including health and motor insurance), pension or retirement benefit payments, management training and car rental payments paid or management services provided by or to any Seller's Group Undertaking) to or by any Group Company;

"Working Capital Accounts" means the working capital accounts comprising the combination of the accounts of the companies set out in schedule 1 and prepared in accordance with parts A and B of schedule 12 and taking the form set out in part C of schedule 12;

"Working Capital Adjustment Statement" means a statement of the adjusted price payable under clause 3.2 and of the amount payable by the Buyers or the Sellers, as the case may be, under clause 6 and taking the form set out in part D of schedule 12;

"Working Capital Value" means the working capital value of the Group as at the Completion Accounts Date as shown in the Working Capital Accounts; and

"Zoomclose" means Zoomclose Limited, a company incorporated in England and Wales (registered no. 4725744), whose registered address is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇.

1.2

In this Agreement, a reference to:

1.2.1

a "subsidiary undertaking" or "parent undertaking" is to be construed in accordance with section 258 of the Act and to a "subsidiary" or "holding company" is to be construed in accordance with section 736 of the Act;

1.2.2

a document in the "agreed form" is a reference to a document in a form approved and for the purposes of identification initialled by or on behalf of each Party;

1.2.3

a statutory provision includes a reference to the statutory provision as modified or re enacted or both from time to time before the date of this

Agreement and any subordinate legislation made under the statutory provision (as so modified or re enacted) before the date of this Agreement;

1.2.4

a "person" includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having separate legal personality);

1.2.5

a clause, paragraph or schedule, unless the context otherwise requires, is a reference to a clause or paragraph of, or schedule to, this Agreement;

1.2.6

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction;

1.2.7

times of the day is to British Summer Time;

1.2.8

"includes" and "including" shall, unless the context otherwise requires, mean includes or including (as the case may be) without limitation.

1.3

The headings in this Agreement do not affect its interpretation.

1.4

Any monetary sum expressed in a currency other than pounds sterling shall be translated into pounds sterling at the closing mid point pound spot rate applicable to the balance of such amount as is expressed in that non sterling currency at close of business in London on the Relevant Date (or, if such day is not a Business Day, on the Business Day immediately preceding such day) as shown in the Financial Times (London First Edition) published on the next following day or if the Financial Times (London First Edition) is not published on that day the closing mid-point spot rate quoted by The Royal Bank of Scotland plc for pounds sterling applicable to that amount, where "Relevant Date" means:

1.4.1

in relation to any sum to be taken into account for the purposes of any Warranty, the day immediately preceding the date of this Agreement; and

1.4.2

where it is necessary to determine whether a monetary limit or threshold referred to in schedule 4 has been reached or exceeded, the date of receipt by the Sellers of written notification from the Buyers in accordance with paragraph 2 of schedule 4 of the existence of such claim.

1.5

A reference in schedule 3 to "so far as a Seller is aware" or any similar expression relating to a Seller's awareness or knowledge means the actual knowledge (having made reasonable enquiries) of each of ▇▇▇▇▇ Tee, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ and, for the purposes of a statement set out in paragraphs 13,

14 and 15 of schedule 3, part A only, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and no Seller shall be deemed to have knowledge of any matter not within the actual knowledge (having made reasonable enquiries) of the persons specified above.

1.6

Where any Warranty is qualified by reference to materiality (including the phrase "in all material respects"), such reference shall, unless specified to the contrary, be construed as a reference to materiality in the context of the subject matter of the Warranty concerned and in the context of the Relevant Division taken as a whole.

1.7

A reference to a "relevant Seller" or "relevant Buyer" is to the Seller disposing of or Buyer acquiring the particular Company or Group Company owned by such Company.

1.8

A reference to a "relevant Group Company" is to the particular Company or Group Company owned by such Company which is being disposed of by the relevant Seller or acquired by the relevant Buyer (as the context requires);

1.9

The liability of each of the Sellers pursuant to this Agreement or any other Transaction Document is several only.

2.0

ROXBORO'S AND FIRST BUYER'S GUARANTEES

2.1

In consideration of [POUND]1, receipt of which is hereby acknowledged by Roxboro, Roxboro irrevocably and unconditionally guarantees to the Buyers the due and punctual performance of each obligation of the Sellers contained in this Agreement and the other Transaction Documents. Roxboro shall pay to the Buyers from time to time on demand any sum of money which a Seller is at any time liable to pay to the Buyers under or pursuant to this Agreement or the Tax Deed and which has not been paid within 7 days of the demand being made.

2.2

Roxboro's obligations under clause 2.1 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, any of the Sellers.

2.3

Roxboro's liabilities under clause 2.1 are not affected by the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency.

2.4

In consideration of [POUND]1, receipt of which is hereby acknowledged by the First Buyer, the First Buyer irrevocably and unconditionally guarantees to the Sellers the due and punctual performance of each obligation of the Second Buyer contained in this Agreement and the other Transaction Documents. The First Buyer shall pay to the Sellers from time to time on demand any sum of money which the Second Buyer is at any time liable to pay to the Sellers under or pursuant to this Agreement or the Tax Deed and which has not been paid within 7 days of the demand being made.

2.5

The First Buyer's obligations under clause 2.4 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Second Buyer.

2.6

The First Buyer's liabilities under clause 2.4 are not affected by the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency.

3.

SALE AND PURCHASE

3.1

ROL agrees to sell with full title guarantee and the First Buyer agrees to buy the PSIL Shares, RHI agrees to sell and the First Buyer agrees to buy all of RHI's right, title and interest in and to the NAPI Shares and the PSI Shares and WGL agrees to sell and, in the case of the 1 share held by Zoomclose, procure that Zoomclose sells with full title guarantee and the Second Buyer agrees to buy the WA Shares and in each case each right attaching thereto at Completion, free of any Encumbrance.

3.2

Subject to clause 9.6, the initial purchase price of:

3.2.1

the WA Shares shall be the WA Cash/Debt Free Price;

3.2.2

the NAPI Shares shall be the NAPI Cash/Debt Free Price;

3.2.3

the PSI Shares shall be the PSI Cash/Debt Free Price; and

3.2.4

the PSIL Shares shall be the PSIL Cash/Debt Free Price,

in each case:

(a)

which shall be payable in pounds sterling at Completion in accordance with clause 9.2; and

(b)

which shall be adjusted in accordance with clauses 5 and 6 in order to determine the actual aggregate purchase price of the Shares (the "Final Purchase Price").

3.3

Each Seller waives all rights of pre emption and other restrictions on transfer over the Shares conferred on it and shall use its reasonable endeavours to procure that all such rights conferred on any other person are waived no later than Completion so as to permit the sale and purchase of such Shares.

4.

WIDER GROUP TRADING AMOUNTS AND WIDER GROUP LOANS

4.1

The Buyers shall procure that each of the Wider Group Trading Amounts owed at Completion to any Seller's Group Undertaking, together with any interest thereon payable in accordance with clause 4.3, is paid to the relevant Seller's Group Undertaking to which it is owed:

4.1.1

if, in good faith and in accordance with their usual business practices, the relevant parties have agreed in writing a period within which the amount shall be paid, on or before the end of such period; and

4.1.2

if the relevant parties have not made such an agreement, within 30 days of Completion.

4.2

Each Seller shall procure that each of the Wider Group Trading Amounts owed at Completion by any of its Seller's Group Undertakings, together with any interest thereon payable in accordance with clause 4.3, is paid to the relevant Group Company to which it is owed:

4.2.1

if, in good faith and in accordance with their usual business practices, the relevant parties have agreed in writing a period within which the amount shall be paid, on or before the end of such period; and

4.2.2

if the relevant parties have not made such an agreement, within 30 days of Completion.

4.3

If the relevant Group Company or, as the case may be, the relevant Seller's Group Undertaking fails to pay any Wider Group Trading Amount within the time allowed for payment under clause 4.1 or 4.2 (as the case may be), interest shall be payable thereon at the rate of the Agreed Rate plus 2 per cent. per annum (accrued daily and compounded monthly) for the period from the date on which such amount was due in accordance with clause 4.1 or 4.2 (as the case may be) to the actual date of payment. For the avoidance of doubt, any interest payable by the relevant Group Company or, as the case may be, the relevant Seller's Group Undertaking pursuant to this clause 4.3 shall be in addition to any interest included in any Wider Group Trading Amount.

4.4

Each Seller shall procure that all Wider Group Loans owed to or by each Company it is selling and that Company's Subsidiary Undertakings will be settled at or prior to Completion.

4.5

All payments referred to in this clause 4 shall be made in immediately available funds without any set off, restriction or condition and without any deduction or withholding (save only as required by law) in such manner as is the normal business practice of the relevant payee in the currency in which the relevant Wider Group Trading Amount is expressed to be owed.

5.

CASH BALANCES

5.1

The Buyers shall procure that each of the Group Companies shall send to the Sellers and the Buyers a document setting out the amount it believes to be equal to the Cash Balance for that Company (each, a "Cash Balance Statement") at the same time as delivery to the Sellers and the Buyers of the Individual Completion Accounts (pursuant to schedule 11, paragraph 1) and the Sellers and the Buyers shall, subject to clause 5.3, endeavour in good faith to agree the amount of each Cash Balance at the same time as they seek to reach agreement as to the Working Capital Adjustment Statement pursuant to

schedule 11 and in any event such agreement to be reached within 30 Business Days of receipt of such Cash Balance Statement. In the absence of such agreement as to the amount of each Cash Balance, the Sellers or the Buyers shall be entitled to refer the determination of the amount of any Cash Balance to a partner of at least 10 years experience at an independent firm of chartered accountants agreed by the Buyers and the Sellers in writing or, failing agreement on the identity of the firm of chartered accountants within 14 days of the end of such 30 Business Day period, an independent firm of chartered accountants appointed on the application of either party by the President for the time being of the Institute of Chartered Accountants in England and Wales (the "Expert").

5.2

The Expert shall act on the following basis:

5.2.1

the Expert shall act as an expert and not as an arbitrator;

5.2.2

the Expert's terms of reference shall be, subject to clause 5.3, to determine the matters in dispute within 20 Business Days of his appointment;

5.2.3

the parties shall each provide, and the Buyers shall procure that each Group Company shall provide, the Expert and each other with all information relating to the Cash Balance which they reasonably require and the Expert shall be entitled (to the extent he considers appropriate) to base his determination on such information and on the accounting and other records of each Group Company;

5.2.4

the decision of the Expert is, in the absence of fraud or manifest error, final and binding on the parties; and

5.2.5

the Sellers and the Buyers shall each pay one half of the Expert's costs unless the Expert determines that the Sellers or the Buyers should be regarded as the prevailing party in which case the non-prevailing party shall pay all of the Expert's costs.

5.3

No Cash Balance shall be agreed or determined before 27 June 2003 or such later date not later than 31 July 2003 as the Sellers shall notify to the Buyers in writing.

5.4

In respect of each Company:

5.4.1

in the event that there is a Cash Surplus, the Buyers shall, not later than 5 Business Days after the agreement or determination of the amount of each Cash Balance needed to calculate the amount of the Cash Surplus, pay an amount equal to the Cash Surplus to the Sellers or as the Sellers direct in writing to such account as shall have been notified to the Buyers by the Sellers at least 3 Business Days before the due date for payment, together with an amount equivalent to interest thereon at the Agreed Rate (accrued daily and compounded monthly) for the period from the Completion Date to the date of payment;

5.4.2

in the event that there is a Cash Deficit, the relevant Seller shall, not later than 5 Business Days after the agreement or determination of the amount of each Cash Balance needed to calculate the amount of the Cash Deficit, pay an amount equal to the Cash Deficit to the Buyers or as the Buyers direct in writing to such account as shall have been notified to the Sellers by the Buyers at least 3 Business Days before the due date for payment, together with an amount equivalent to interest thereon at the Agreed Rate (accrued daily and compounded monthly) for the period from the Completion Date to the date of payment; and

5.5

Unless otherwise agreed by the Buyers and the Sellers, all payments referred to in this clause 5 shall be made without any set off, restriction or condition and without any deduction or withholding (save only as required by law) by transfer of funds for same day value.

5.6

Any payment made pursuant to clauses 5.4.1 or 5.4.2 shall take effect as an adjustment to the consideration payable by the Buyer in respect of the Shares of the Company to which such adjustment relates.

6.

WORKING CAPITAL

6.1

The Initial Purchase Price is subject to the following adjustments:

6.1.1

in the event that the Working Capital Value is greater than [POUND]6,547,800 (being an amount equal to 105% of the Reference Amount), an amount equal to the difference between the Working Capital Value and the Reference Amount shall be added to the Initial Purchase Price;

6.1.2

in the event that the Working Capital Value is greater than the Reference Amount but less than or equal to [POUND]6,547,800 (being an amount equal to 105% of the Reference Amount), no adjustment shall be made to the Initial Purchase Price;

6.1.3

in the event that the Working Capital Value is less than [POUND]5,924,200 (being an amount equal to 95% of the Reference Amount), an amount equal to the difference between the Working Capital Value and the Reference Amount shall be deducted from the Initial Purchase Price; or

6.1.4

in the event that the Working Capital Value is less than the Reference Amount but equal to or greater than [POUND]5,924,200 (being an amount equal to 95% of the Reference Amount), no adjustment shall be made to the Initial Purchase Price.

6.2

The provisions of this clause 6 and schedules 11 and 12 shall apply in respect of the preparation of the Working Capital Accounts and the agreement or determination of the Working Capital Adjustment Statement.

6.3

Within 5 Business Days starting on the day after agreement or determination of the Working Capital Accounts and the Working Capital Adjustment Statement in accordance with schedules 11 and 12:

6.3.1

in the event that the Working Capital Value is greater than [POUND]6,547,800, the Buyers shall pay to the Sellers or as the Sellers direct in writing an amount equal to the difference between the Working Capital Value and the Reference Amount to such account as shall have been notified to the Buyers by the Sellers at least 3 Business Days before the due date for payment, together, in the event that payment is not made by the due date for payment, with an amount equivalent to interest thereon at the rate of the Agreed Rate plus 2 per cent. per annum (accrued daily and compounded monthly) for the period from the due date for payment to the date of payment; and

6.3.2

in the event that the Working Capital Value is less than [POUND]5,924,200, the Sellers shall repay to the Buyers or as the Buyers direct in writing an amount equal to the difference between the Working Capital Value and the Reference Amount to such account as shall have been notified to the Sellers by the Buyers at least 3 Business Days before the due date for payment, together, in the event that payment is not made by the due date for payment, with an amount equivalent to interest thereon at the rate of the Agreed Rate plus 2 per cent. per annum (accrued daily and compounded monthly) for the period from the due date for payment to the date of payment.

6.4

Unless otherwise agreed by the Buyers and the Sellers, all payments referred to in this clause 6 shall be made without any set-off, restriction or condition and without any deduction or withholding (save only as required by law) by transfer of funds for same day value.

6.5

Any payment made pursuant to clauses 6.3.1 or 6.3.2 shall take effect as an adjustment to the consideration payable by the Buyers in respect of the Shares and shall be allocated between the WA Shares, the NAPI Shares, the PSI Shares and the PSIL Shares in proportion to the WA Cash/Debt Free Price, NAPI Cash/Debt Free Price, PSI Cash/Debt Free Price and PSIL Cash/Debt Free Price.

7.

AMOUNTS OWING BETWEEN GROUP COMPANIES

For the avoidance of doubt, there will be no adjustment to the purchase price in respect of trading, loan or other amounts owing from one Group Company to another Group Company.

8.

CONDITION

8.1

Completion is conditional on the shareholders of the Sellers' ultimate parent undertaking, Roxboro, passing the Resolution without amendment.

8.2

Roxboro shall, within 7 days of the date of this Agreement, post to each of its shareholders at his registered address a circular convening the EGM for a date not later

than 20 days after the date of despatch of the circular and containing the Resolution and, subject to their fiduciary duties, a recommendation from the directors of Roxboro to vote in favour of the Resolution at the EGM.

8.3

If, at any time, any Seller becomes aware of a fact or circumstance that might prevent the Condition being satisfied, it shall inform the Buyers of the matter as soon as practicable.

8.4

If the Condition has not been satisfied by the end of the EGM this Agreement shall automatically terminate with immediate effect.

8.5

Each Party's further rights and obligations cease immediately on termination, but termination does not affect a Party's accrued rights and obligations at the date of termination.

9.

COMPLETION

9.1

Completion shall take place at the offices of ▇▇▇▇▇▇▇▇ Chance LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ on the Completion Date.

9.2

At Completion the Sellers and the Buyers shall do all those things respectively required of them in schedule 2 and the Buyers shall pay to the Sellers or as the Sellers direct in writing the amounts set out in clause 3.2 which are stated as payable at Completion by transfer of funds for value by 2.00 p.m. on the Completion Date in such account or accounts as shall have been notified to the Buyers by the Sellers at least 3 Business Days before the Completion Date.

9.3

Neither the Sellers nor the Buyers are obliged to complete this Agreement unless:

9.3.1

in the case of the Sellers, each Buyer and, in the case of the Buyers, each Seller complies with all its obligations under this clause 9 and schedule 2; and

9.3.2

the sale and purchase of all the Shares is completed simultaneously.

9.4

If Completion does not take place on the Completion Date because either Buyer or any Seller fails to comply with any of its obligations under this clause 9 and schedule 2 (whether such failure amounts to a repudiatory breach or not), the Sellers, in the case of failure to comply by either Buyer, shall be entitled by notice to the Buyers, and the Buyers, in the case of failure to comply by any Seller, shall be entitled by notice to the Sellers to:

9.4.1

proceed to Completion to the extent reasonably practicable (without limiting their rights under this Agreement); or

9.4.2

postpone Completion to a date not later than the date falling 10 Business Days after the end of the EGM.

9.5

If Completion is postponed to another date in accordance with clause 9.4.2, the provisions of this Agreement, including for the avoidance of doubt clause 9.4, apply as if that other date is the Completion Date.

9.6

In the event that pursuant to clause 9.4.2 Completion is postponed because:

9.6.1

a Buyer fails to comply in any material respect with its obligations under this clause 9 and schedule 2, the Buyers shall pay; and

9.6.2

a Seller fails to comply in any material respect with its obligations under this clause 9 and schedule 2, the Sellers shall pay:

an amount in respect of interest at the rate of the Agreed Rate plus 2 per cent. per annum (accrued daily and compounded monthly) on the amounts set out in clause 3.2 which are stated as payable at Completion from the Completion Date until the date on which Completion takes place.

9.7

If the Sellers have previously postponed Completion pursuant to clause 9.4.2 and either Buyer fails to comply in any material respect with any of its obligations under this clause 9 and schedule 2 on the new date set for Completion, the Sellers shall, in addition to the Sellers' rights pursuant to clause 9.4, be entitled to terminate this Agreement.

9.8

If the Buyers have previously postponed Completion pursuant to clause 9.4.2 and any Seller fails to comply in any material respect with any of its obligations under this clause 9 and schedule 2 on the new date set for Completion, the Buyers shall, in addition to the Buyers' rights pursuant to clause 9.4, be entitled to terminate this Agreement.

9.9

If this Agreement is terminated pursuant to clause 9.7 or 9.8, each Party's further rights and obligations cease immediately on termination, but termination does not affect a Party's accrued rights and obligations at the date of termination.

9.10

The Buyers acknowledge that in the event that either or both of them fail to complete and the Sellers terminate this Agreement pursuant to clause 9.7, the rights and remedies available to the Sellers in respect of such a breach by the Buyer(s) should in no way be diminished by the Sellers' knowledge that, at the date of this Agreement, the Buyers may not have had unconditional funds available for the completion of the share purchase contemplated by this Agreement.

9.11

The Sellers agree that the quantification of damages in relation to a Claim brought by any of the Sellers in respect of a failure by the Buyers to complete the purchase of the Shares shall be carried out in accordance with English law principles.

9.12

The Sellers acknowledge their duty to mitigate any loss they may suffer under the general law in relation to a claim brought by any of the Sellers in respect of a failure by the Buyers to complete the purchase of Shares.

10.

THE SELLERS' WARRANTIES AND PRE-COMPLETION CONDUCT AND INDEMNITY

10.1

Each of ROL and RHI severally warrants to the First Buyer and WGL severally warrants to the Second Buyer in the terms set out in schedule 3, part A at the date of

10.3.8

in respect of pensions matters are those contained in paragraph 14 or in paragraph 15 of schedule 3, part A and none of the other Warranties shall be deemed to be given in relation to pensions matters.

10.4

Each Seller's liability for Relevant Claims shall be limited or excluded, as the case may be, as set out in schedule 4 and each Seller's liability for Tax Claims shall be limited or excluded as the case may be, as set out in the Tax Deed and/or schedule 4 (as applicable).

10.5

The Warranties are qualified by the facts and circumstances contained in this Agreement or the Tax Deed or fairly disclosed in or by the Disclosure Letter.

10.6

Each Buyer acknowledges and agrees that the Sellers give no warranty, representation or undertaking as to the accuracy or completeness of any of the forecasts, estimates, projections, statements of intent or statements of opinion provided to such Buyer or any of its advisers or agents (howsoever provided).

10.7

Between the execution of this Agreement and Completion:

10.7.1

ROL shall procure that PSIL complies with the provisions of schedule 5;

10.7.2

RHI shall procure that NAPI and PSI and their subsidiary undertakings comply with the provisions of schedule 5; and

10.7.3

WGL shall procure that WA and its subsidiary undertakings comply with the provisions of schedule 5.

10.8

The Sellers shall indemnify the Buyers in respect of those matters set out in, and in accordance with the provisions of, schedule 7.

10.9

No warranty is given in schedule 3 in respect of any of the matters falling within sub-paragraphs (a), (b) or (c) of the definition of Environmental Losses under schedule 7.

10.10

Prior to Completion, the Sellers shall use best endeavours to amend the Norwich Aero Products, Inc. 401(k) Profit Sharing Plan (the "Norwich 401(k) Plan") into the form of a nonstandardized prototype plan. As soon as practicable after Completion the Buyers shall procure that NAPI shall make a filing under the United States Internal Revenue Service's Employee Plans Compliance Resolution System (the "EPCRS") with respect to the status of the Norwich 401(k) Plan as a "standardized plan". The Sellers shall, and shall procure that each Seller's Group Undertaking, and the Buyers shall, and shall procure that each Buyers' Group Undertaking shall, agree to cooperate with each other with respect to any filing by NAPI under the EPCRS, and the Buyers shall procure that NAPI shall (i)(a) obtain the agreement of the Sellers (which will not be unreasonably withheld) and (b) take all other action reasonably requested by the Sellers, in each case as to all filings and other steps taken pursuant to the EPCRS filing with respect to the Norwich 401(k) Plan, and (ii) promptly inform the Sellers in relation to any communication or correspondence received from any person in relation to the EPCRS filing with respect to the Norwich 401(k) Plan.

10.11

Notwithstanding any provisions in this Agreement to the contrary, the Sellers shall fully and effectively indemnify, defend and hold harmless each of the Buyers following Completion (and their respective directors, officers, employees, agents and representatives) for, from and against any and all claims, penalties, damages, taxes, fees, reasonable costs and expenses and liabilities suffered or incurred by NAPI related to the failure to extend participation in the Norwich Aero Products, Inc. 401(k) Profit Sharing Plan to all individuals employed by Norwich Aero Products, Inc.'s ERISA Affiliates (as defined in paragraph 15 of schedule 3), including, without limitation, any fees, reasonable costs and expenses and liabilities incurred to fully correct this violation under the EPCRS, and any such claims shall be deemed to be a "Relevant Claim"; provided, however, that the provisions of paragraphs 1.1, 2, 3, 4.2 (to the extent relating to the Buyers' consent to the EPCRS filing), 7 (but only to the extent inconsistent with clause 10.10 and this clause 10.11) and 13 of schedule 4 shall not apply to any claims made by the Buyers under clause 10.11.

11.

THE BUYERS' REMEDIES

11.1

Notwithstanding that a Buyer becomes aware at any time (whether or not by reason of the Disclosure Letter or any of the documents annexed to the Disclosure Letter):

11.1.1

of a fact or circumstance which gives rise to or which would or might give rise to a Relevant Claim;

11.1.2

that there has been a breach of any other provision of this Agreement; or

11.1.3

that there may be a claim against a Seller under any representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment given by or on behalf of such Seller in connection with this Agreement,

neither of the Buyers shall be entitled to rescind this Agreement or treat this Agreement as terminated but the relevant Buyer shall be entitled to claim damages in respect of such matter and, accordingly, each Buyer waives all and any rights of rescission it may have in respect of any such matter (howsoever arising or deemed to arise), other than any such rights arising as a matter of law out of any fraud.

12.

THE BUYERS' WARRANTIES AND UNDERTAKINGS AND INDEMNITIES

12.1

The Buyers severally warrant to the Sellers in the terms set out in schedule 10 at the date of this Agreement.

12.2

Each Buyer (for itself and as agent and trustee for each Buyer's Group Undertaking) undertakes to each Seller (for itself and as agent and trustee for each other Seller's Group Undertaking) that (in the absence of fraud) such Buyer:

12.2.1

has no rights against; and

12.2.2

may not make any claim against,

of the relevant Sellers' Group Undertaking from such Relevant Indemnity and pending such release shall keep the relevant member of the Sellers' Group fully indemnified against any liability arising under such Relevant Indemnity.

12.6

The Buyers shall procure that following Completion all necessary notifications of the Transaction have been made and all necessary regulatory consents, approvals and clearances of the Transaction from the competent authorities of any relevant jurisdiction have been obtained, or waiting periods have expired; provided that these obligations shall only apply to notifications, consents, approvals and clearances that the Buyers are legally obliged to make or obtain.

12.7

The Buyers shall indemnify and hold harmless the Sellers and each member of the Sellers' Group to the fullest extent lawful, from and against, and hereby agree that the Sellers shall have no liability to the Buyers for, any losses, claims, damages, actions, penalties or liabilities arising from their failure to comply with the obligation under clause 12.6, brought by any third party (including competent authorities of any relevant jurisdiction) and will reimburse the Sellers for all reasonable expenses including penalties and reasonable costs as they are incurred and/or imposed on the Sellers in connection with investigations or preparing or defending any such action or claim.

12.8

The Buyers shall be responsible for all transfer, documentation, sales, use, stamp, registration and similar Taxes incurred in connection with this Agreement and the other Transaction Documents. The Buyers shall also be responsible for and hereby indemnify and hold the Sellers harmless for the amount of such Taxes and any related filing costs.

12.9

The First Buyer and the Second Buyer acknowledge the potential liability of WGL as sole member of WA between 25 December 2001 and 16 May 2003 pursuant to section 24 of the Act and, accordingly, the Second Buyer:

12.9.1

undertakes to procure that WA will settle in the ordinary course of business all debts of WA arising during the period referred to above; and

12.9.2

agrees that for the purposes of this clause 12.9, the provisions of clause 20.11 shall not apply.

12.10

The First Buyer and the Second Buyer acknowledge the potential liability of WGL and Zoomclose as members of WA pursuant to section 74 of the Insolvency ▇▇▇ ▇▇▇▇ and, accordingly, the Second Buyer:

12.10.1

undertakes to procure that no Buyer's Group Undertaking shall, in the period from Completion until the date falling 12 months and 1 day following the date on which WGL and Zoomclose cease to be members of WA, take any steps or procure the taking of any steps to wind up or liquidate WA; and

12.10.2

agrees that for the purpose of this clause 12.10, the provisions of clause 20.11 shall not apply.

12.11

The Buyers shall procure that for the period of 12 months from Completion, no Group Company shall change the terms and conditions of employment of any person who is an employee of that Group Company at Completion.

12.12

The Buyers shall procure that, no later than 3 Business Days following Completion, the register of members of WA is amended to show that WGL and Zoomclose cease to be members of WA; and the Buyers shall deliver to WGL a copy, certified by a director or the company secretary of WA or by Eversheds LLP to be a true copy of the original, of the amended register of members of WA.

12.13

The Buyers shall procure that each Group Company will assist the Sellers' Group in relation to the preparation of the Sellers' Group's half year accounts for the period ending 30 June 2003 (the "Half Year Accounts") including without limitation the provision by each Group Company to the Sellers' Group of:

12.13.1

no later than 15 July 2003, the accounts of that Group Company in respect of the period from 1 January 2003 to Completion in the usual form provided to Roxboro in relation to the preparation of the Sellers' Group's half year accounts;

12.13.2

reasonable access to directors and employees of that Group Company for the purpose of the preparation of and responding to queries in relation to the Half Year Accounts; and

12.13.3

reasonable access to the records of that Group Company that may be relevant in relation to the preparation of the Half Year Accounts.

12.14

The Buyers shall procure that each Group Company will assist the Sellers' Group in relation to the preparation of the Sellers' Group's tax computations for corporation tax for any period prior to Completion including without limitation the provision by each Group Company to the Sellers' Group of:

12.14.1

no later than 31 July 2003, the tax computation of that Group Company in respect of the period from 1 January 2003 to Completion (the "Completion Tax Computation") in the usual form provided to Roxboro in relation to the preparation of that Group Company's tax computation;

12.14.2

reasonable access to directors and employees of that Group Company for the purpose of the preparation of and responding to queries in relation to the tax computation of that Group Company in respect of any period prior to Completion; and

12.14.3

reasonable access to the records of that Group Company that may be relevant in relation to the preparation of the Completion Tax Computation and any tax computation in respect of any other period prior to Completion.

trade ▇▇▇▇, symbols or logos, provided that, save in respect of the name "Weston", nothing in this clause 13.1.5 shall prevent any Seller's Group Undertaking from continuing to use any such trade name, trade ▇▇▇▇, symbol or logo which is also used in the business of any Seller's Group Undertaking at the date of this Agreement, or any trade name, trade ▇▇▇▇, symbol or logo which is confusingly similar thereto,

provided that, save in respect of the supply of products used in flight applications, nothing in clause 13.1.1 or 13.1.2 shall prevent Solartron Mobrey Limited (a company incorporated in England and Wales (registered no. 00293743), whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇) from supplying products and services it has supplied within the 24 months prior to or products under development as at the date of this Agreement (together, the "Relevant Products") or any developments of Relevant Products or any products similar to Relevant Products or any products serving a similar purpose to Relevant Products and, in each case, related services.

13.2

Each undertaking in clause 13.1 constitutes an entirely independent undertaking and if one or more of the undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade the remaining undertakings shall continue to bind the Sellers.

13.3

Except so far as required by law or, to the extent relevant, the regulations of any stock exchange or listing authority or the Panel on Takeovers and Mergers or any other governmental or regulatory organisation and in those circumstances only after prior consultation with the Buyers, each of the Sellers undertakes to the Buyers and each Group Company that such Seller will not at any time after Completion:

13.3.1

disclose any Confidential Information to any person except to those authorised by the relevant Group Company to know or to the Sellers' professional advisers or consultants;

13.3.2

use any Confidential Information for the Sellers' own purposes or for any purposes other than those of the relevant Group Company; or

13.3.3

cause or permit any unauthorised disclosure of any Confidential Information.

13.4

It is agreed that nothing contained in clause 13.1 shall in any way prevent or inhibit any Seller's Group Undertaking from:

13.4.1

(either individually or in aggregate with all other Seller's Group Undertakings) holding or being beneficially interested in up to and including 5 per cent. of the securities of any listed or quoted company;

13.4.2

in the ordinary course of its business, being a customer or supplier of any person in respect of which it is or has been a customer or supplier at any time during the 12 month period prior to the date hereof; or

13.4.3

acquiring any business or company (an "Acquisition"), provided that, if that part of the business, the company or any subsidiary or associated undertaking of the company or business so acquired, in each case with an annual turnover exceeding [POUND]3,000,000 as at or at any date after the date of Acquisition (the "Relevant Date"), competes with the business as carried on by any Group Company as at the date hereof in a manner which would, but for this clause 13.4.3 result in any of the Sellers being in breach of any of the undertakings set out in clause 13.1, then the Sellers shall, within 12 months after the Relevant Date, if the breach is not remedied, either (i) cease the business causing the breach or (ii) procure the sale of such competing business to a person (not being a Seller's Group Undertaking).

13.5

Each Seller agrees to use its best endeavours to secure at Completion (or as soon thereafter as is practicable) the release of each Group Company from any indemnity, guarantee, surety, letter of comfort or other contingent liability or commitment given or entered into by any member of the Group in relation to obligations or liabilities of any member of the Seller's Group and, prior to such release, shall keep the relevant Buyer (for itself and as agent and trustee for each Buyer's Group Undertaking) fully indemnified against any liability arising under such indemnity, guarantee, surety, letter of comfort or other contingent liability or commitment.

13.6

The Sellers agree to use their best endeavours to secure at Completion (or as soon as practicable thereafter) the release of each Group Company from all mortgages and charges over the Properties owned by them and prior to such release shall keep the Buyers indemnified in respect of:

13.6.1

all amounts due and unpaid in respect of such mortgages and charges; and

13.6.2

any costs reasonably incurred by a Buyer's Group Undertaking to release such mortgages or charges.

13.7

For a period of 3 years following the Completion Date, the Sellers shall give to the Buyers all reasonable assistance in connection with establishing the nature and extent (including claims histories) of insurance policies in place since 1989 in respect of WA, its subsidiary undertakings and any predecessors in title.

14.

PENSIONS AND REAL PROPERTY

14.1

The Sellers and the Buyers shall implement the pension arrangements in schedule 8.

14.2

The Sellers and the Buyers shall implement the arrangements in respect of the real property contained in schedule 14.

15.

CONFIDENTIAL INFORMATION

15.1

Subject to clause 15.3 and clause 16, the Sellers undertake to the Buyers, for themselves and as agents and trustees for each Group Company, that they shall treat as confidential all information received or obtained as a result of entering into or performing this Agreement which relates to:

15.1.1

the Buyers' Group;

15.1.2

the provisions or the subject matter of this Agreement or any other Transaction Document and any claim or potential claim thereunder; or

15.1.3

the negotiations relating to this Agreement or any documents referred to herein.

15.2

Subject to clause 15.3 and clause 16, the Buyers undertake to the Sellers, for themselves and as agents and trustees for each other Seller's Group Undertaking, that they shall treat as confidential all Information and shall not use any Information and that they shall treat as confidential all information received or obtained as a result of entering into or performing this Agreement which relates to:

15.2.1

the provisions or the subject matter of this Agreement or any other Transaction Document and any claim or potential claim thereunder; or

15.2.2

the negotiations relating to this Agreement or any documents referred to herein or any other agreement or arrangement with Roxboro.

15.3

Clauses 15.1 and 15.2 do not apply to disclosure of any such information as is referred to therein:

15.3.1

which is required to be disclosed by law, by a rule of a listing authority or stock exchange to which any Party is subject or submits or by a governmental authority or other authority with relevant powers to which any Party is subject or submits, whether or not the requirement has the force of law provided that the disclosure shall, so far as is practicable, be made after consultation, in the case of a Seller, with the Buyers and, in the case of a Buyer, with the Sellers and after taking into account such other Parties' reasonable requirements as to its timing, content and manner of making or despatch;

15.3.2

to an adviser for the purposes of advising in connection with the transactions contemplated by this Agreement provided that such disclosure is essential for these purposes and is on the basis that clause 15.1 or 15.2 (as the case may be) applies to the disclosure by the adviser;

15.3.3

to a director, officer or employee of a Buyer or of a Seller's Group Company whose function requires him to have the relevant confidential information;

15.3.4

to the extent that the information is already public (without being made so by the Sellers or the Buyers in breach of clause 15.1 or 15.2) or has been made public by, or with the consent of, in the case of disclosure by a Seller, the Buyers and, in the case of disclosure by a Buyer, the Sellers; or

15.3.5

to an adviser or to the court in relation to any reduction of capital of WGL.

15.4

The restrictions contained in this clause 15 shall continue to apply after any termination of this Agreement pursuant to clause 8.4 or clause 9.4.3 without limit in time.

17.2.1

if any assignee ceases to be a wholly owned subsidiary undertaking of the initial assignor's ultimate holding company, the benefit of those obligations shall be reassigned to the initial assignor or a wholly owned subsidiary undertaking of the initial assignor's ultimate holding company; and

17.2.2

no assignee shall be entitled to receive under this Agreement or any Transaction Document any greater amount than that to which the initial assignor would have been entitled.

18.

COSTS

Except where this Agreement provides otherwise, each Party shall pay its own costs relating to the negotiation, preparation, execution and performance by it of this Agreement and of each Transaction Document.

19.

ENTIRE AGREEMENT

19.1

This Agreement, the Confidentiality Agreement and each Transaction Document constitute the entire agreement and supersede any previous agreement between the parties relating to the subject matter of this Agreement.

19.2

The Sellers are not liable to the Buyers (in equity, contract or tort (including negligence), under the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or in any other way) for a representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment (whether contractual or otherwise) that is not set out in this Agreement or any Transaction Document.

19.3

Each Buyer acknowledges and represents that it has not entered into this Agreement in reliance on any representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment (whether contractual or otherwise) other than as set out in this Agreement or any Transaction Document.

19.4

Each Buyer acknowledges and represents that it has not relied on or been induced to enter into this Agreement by any representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment (whether contractual or otherwise) given by any Seller's Group Undertaking or any adviser to the Sellers or any Seller's Group Undertaking.

19.5

The Buyers agree that no Seller's Group Undertaking or adviser to the Sellers or other Seller's Group Undertaking shall have any liability to the Buyers (in equity, contract or tort (including negligence), under the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or in any other way) for a representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment (whether contractual or otherwise) that is not set out in this Agreement or any Transaction Document. A Seller's Group Undertaking or an adviser to the Sellers or other Seller's Group Undertaking may enforce the terms of clause 19.4 and this clause 19.5 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.

20.7

Save as otherwise provided herein, any payment to be made by any Party under this Agreement shall be made in full without any set off, restriction, condition or deduction for or on account of any counterclaim.

20.8

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect:

20.8.1

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

20.8.2

the legality, validity or enforceability under the law of any other jurisdiction of that or another provision of this Agreement.

20.9

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.

20.10

Except as provided in clauses 19.4 and 19.5, a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

20.11

Save in the case of a claim brought by any of the Sellers in respect of a failure by the Buyers to complete the purchase of the Shares or as specifically provided elsewhere in this Agreement, no Party to this Agreement shall, in any event, be liable to another Party to this Agreement for any consequential, special, exemplary or punitive damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach or non-performance or alleged non-performance of this Agreement or any of the Transaction Documents.

21.

NOTICES

21.1

A notice or other communication under or in connection with this Agreement (a "Notice") shall be:

21.1.1

in writing;

21.1.2

in the English language; and

21.1.3

delivered personally or sent by pre paid recorded delivery (and air mail if overseas) or by fax to the person due to receive the Notice to the address set out in clause 21.3 or to another address, person or fax number specified by that person by not less than 7 days' written notice to the sender received before the Notice was despatched.

21.2

Unless there is evidence that it was received earlier, a Notice is deemed given if:

21.2.1

delivered personally, when left at the address referred to in clause 21.1.3;

21.2.2

sent by mail, except air mail, 2 Business Days after posting it;

21.2.3

sent by air mail, 6 Business Days after posting it; and

21.2.4

sent by fax, when confirmation of its transmission has been recorded by the sender's fax machine.

21.3

The address referred to in clause 21.1.3 is:

Name of party

Address

Fax No.

Marked for the
attention of

ROL, RHI, WGL
or Roxboro

▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇

+ 44 1223 424 632

The Company
Secretary, The
Roxboro Group PLC

The First Buyer
With a copy to:

▇▇▇▇▇▇▇▇▇ Technologies
Corporation
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇

001 425 519 1895

▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
Strategy and
Technology

The Second
Buyer With a
copy to:

▇▇▇▇▇▇▇▇▇ Technologies
Corporation
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇

001 425 519 1895

▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
Strategy and
Technology

21.4

Where in a Transaction Document, Notice is required to be given to the Buyers, it shall be deemed to be given if given to the First Buyer or the Second Buyer.

22.

GOVERNING LAW AND JURISDICTION

22.1

This Agreement is governed by English law.

22.2

Subject to clause 22.4 the courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a "Dispute") including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity.

22.3

The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

22.4

This clause is for the benefit of the Sellers only. As a result, and notwithstanding clause 22.2, it does not prevent the Sellers from taking proceedings relating to a

Dispute ("Proceedings") in any other court with jurisdiction. To the extent allowed by law, the Sellers may take concurrent Proceedings in any number of jurisdictions.

22.5

The parties agree that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on the relevant Party in accordance with clause 21. In addition, these documents may be served in any other manner allowed by law. This clause applies to all Proceedings wherever started.

SCHEDULE I
Information about the Companies
and their Subsidiary Undertakings

PART A: THE COMPANIES

Company Name:

Pressure Systems International Limited

Company Number:

02858303

Place of Incorporation:

England

Type of Company:

Private Limited Company

Status:

Active

Previous Names:

Solartron Transducers (1994) Limited (changed 24/04/1996)
Lotuslane Limited (changed 15/11/1993)

Registered Office:

▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

Date of Incorporation:

30/09/1993

Authorised Share Capital:

[POUND]100 divided into 100 ordinary shares of
[POUND]1 each

Issued Share Capital:

1 ordinary share of [POUND]1

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇

Secretary:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Accounting Reference Date:

31 December

Subsisting charges:

None

Shareholder:

Roxboro Overseas Limited

Company Name:

Pressure Systems Inc.

Place of Incorporation:

Virginia, USA

Status:

Active

Previous Names:

None

Principal Place of Business:

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇

Date of Incorporation:

29 November 1977

Authorised Share Capital:

150,000 shares of common stock, no par value

Issued and Outstanding Share
Capital:

80,490 shares of common stock, no par value

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇

Secretary:

▇▇▇▇▇▇ ▇▇▇▇▇

Assistant Secretaries:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇

Fiscal Year End:

31 December

Subsisting charges:

None

Shareholder:

Roxboro Holdings Inc.

Company Name:

Norwich Aero Products Inc.

Place of Incorporation:

New York, USA

Status:

Active

Previous Names:

Merged with Roxboro Aerospace Products Inc on 8 January 1999.

Principal Place of Business:

Norwich
New York (Chenango County)

Date of Incorporation:

21 September 1983

Authorised Share Capital:

5,000,000 shares of common stock, $.20 par value

Issued and Outstanding Share
Capital:

1 share of common stock, $.20 par value

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇

Secretary:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Assistant Secretaries:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇

Fiscal Year End:

31 December

Subsisting charges:

None

Shareholder:

Roxboro Holdings Inc.

Company Name:

Weston Aerospace

Company Number:

03817397

Place of Incorporation:

England

Type of Company:

Unlimited Company

Status:

Active

Previous Names:

Weston Aerospace Limited (changed 25/06/2001)
Upperflame Limited (changed 16/09/1999)

Registered Office:

▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

Date of Incorporation:

30/07/1999

Authorised Share Capital:

[POUND]13,808,000 divided into 13,808,000 ordinary shares of [POUND]1 each

Issued Share Capital:

[POUND]9,445,000 divided into 9,445,000 ordinary shares of [POUND]1 each

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇

Secretary:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Accounting Reference Date:

31 December

Subsisting charges:

None

Shareholders:

Weston Group Limited (9,444,999 shares)
Zoomclose Limited (1 share)

Company Name:

Pressure Systems International Inc.

Place of Incorporation:

Virginia, USA

Status:

Dormant

Previous Names:

None

Principal Place of Business:

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇

Date of Incorporation:

27 April 1982

Authorised Share Capital:

5,000 shares of common stock, $10 par value

Issued and Outstanding Share
Capital:

300 shares of common stock, $10 par value

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇

Secretary:

▇▇▇▇▇▇ ▇▇▇▇▇

Assistant Secretaries:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇

Fiscal Year End:

31 December

Subsisting charges:

None

Shareholder:

Pressure Systems Inc.

Company Name:

SureSeal Corporation

Place of Incorporation:

New York, USA

Status:

Dormant

Previous Names:

None

Principal Place of Business:

▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇

Date of Incorporation:

7 October 1994

Authorised Share Capital:

200 shares of common stock, no par value

Issued and Outstanding Share
Capital:

1 share of common stock, no par value

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇

Secretary:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Assistant Secretaries:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇

Fiscal Year End:

31 December

Subsisting charges:

None

Shareholder:

Norwich Aero Products Inc.

Company Name:

Weston Aerospace (2003) Limited

Company Number:

02852989

Place of Incorporation:

England

Type of Company:

Private Limited Company

Status:

Dormant

Previous Names:

Solartron Limited (changed 06/03/2003) Solartron Group Limited (changed 19/06/2001)

Registered Office:

▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

Date of Incorporation:

08/09/1993

Authorised Share Capital:

[POUND]322,750 divided into 32,275,000 ordinary shares of [POUND]0.01 each

Issued Share Capital:

[POUND]0.02 divided into 2 ordinary shares of [POUND]0.01 each

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇

Secretary:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Accounting Reference Date:

31 December

Subsisting charges:

None

Shareholder:

Weston Aerospace

Company Name:

Norwich Aero Products Limited

Company Number:

02858312

Place of Incorporation:

England

Type of Company:

Private Limited Company

Status:

Dormant

Previous Names:

Weston Group Limited (changed 18/06/2001)
Norwich Aero Products Limited (changed 17/07/2000)
Weston Aerospace Limited (changed 16/09/1999)
Lotusflame Limited (changed 15/11/1993)

Registered Office:

▇▇▇ ▇▇▇

Date of Incorporation:

30/09/1993

Authorised Share Capital:

[POUND]1,000,000 divided into 1,000,000 ordinary shares of [POUND]1 each

Issued Share Capital:

[POUND]1,000,000 divided into 1,000,000 ordinary shares of [POUND]1 each

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇

Secretary:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Accounting Reference Date:

31 December

Subsisting charges:

None

Shareholder:

Weston Aerospace

Company Name:

Weston Aerospace (1994) Limited

Company Number:

02858309

Place of Incorporation:

England

Type of Company:

Private Limited Company

Status:

Dormant

Previous Names:

Lotushill Limited (changed 15/11/1993)

Registered Office:

▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

Date of Incorporation:

30/09/1993

Authorised Share Capital:

[POUND]100 divided into 100 ordinary shares of [POUND]1.00 each

Issued Share Capital:

1 ordinary share of [POUND]1.00

Directors:

▇▇▇▇▇ Tee
▇▇▇ ▇▇▇▇▇▇

Secretary:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Accounting Reference Date:

31 December

Subsisting charges:

None

Shareholder:

Norwich Aero Products Limited

SCHEDULE 2
Completion Requirements

1.

SELLERS' OBLIGATIONS

1.1

At Completion each of the Sellers shall in respect of the Shares held by it and WGL shall in respect of the 1 WA Share held by Zoomclose:

1.1.1

deliver to the Buyers evidence of satisfaction of the Condition;

1.1.2

deliver to the Buyers duly executed assignment documents or other instruments of transfer required by applicable law to effect a transfer of shares in the applicable jurisdiction in respect of the Shares in favour of the relevant Buyer or, provided that the relevant Seller receives written notice from the relevant Buyer not less than 5 Business Days prior to Completion, its nominee(s) and the share certificates for the Shares (or an indemnity in lieu thereof);

1.1.3

deliver to the Buyers evidence of the authority of each person executing a document referred to in this schedule on its behalf;

1.1.4

make available to the Buyers the common seal (if any), statutory books, certificates of incorporation, certificates of incorporation on change of name and memorandum and articles of association or by-laws (as applicable) for the Company it is selling and each of its Subsidiary Undertakings;

1.1.5

deliver to the Buyers share certificates, in respect of the US Group Companies, duly endorsed in blank for all issued shares in the capital of each Subsidiary Undertaking of the Company it is selling;

1.1.6

deliver to the Buyers copies of the letters from their auditors resigning their office with effect from Completion and containing the statement referred to in section 394 of the Act, the originals of the letters having been deposited at the registered office of the relevant company; and

1.1.7

deliver to the Buyers resignations as directors and, in respect of the US Group Companies, as officers from ▇▇▇▇▇ Tee and ▇▇▇ ▇▇▇▇▇▇, and each other person nominated by the relevant Buyer, in each case expressed to take effect from the end of the meetings held pursuant to paragraph 1.3.

1.2

At Completion, each of the Sellers shall deliver to the Buyers the Tax Deed duly executed by it.

1.3

Each of the Sellers shall ensure that at Completion a meeting of the board of directors of each Company it is selling and its Subsidiary Undertakings (if applicable) is held at which the directors of the Company and its Subsidiary Undertakings (if applicable) as applicable:

1.3.1

in respect of the English Group Companies, vote in favour of the registration of the relevant Buyer or its nominee(s) as member(s) of the Company in respect of the Shares in the Company (subject to the production of properly stamped transfers);

1.3.2

appoint persons nominated by the relevant Buyer as directors and, with respect to the US Group Companies as officers, with effect from the end of the meeting;

1.3.3

accept the resignations of each director and officer resigning so as to take effect from the end of the meeting; and

1.3.4

vote in favour of changing the registered address or principal place of business of the Company and its Subsidiary Undertakings (if any).

1.4

At or prior to Completion, the Sellers shall procure that all loans, indebtedness or borrowing owed or incurred by any Group Company to any third party (other than trade creditors and any Group Company's overdraft facility) are repaid in full and that all necessary releases in respect of charges and guarantees given to banks in respect of UK accounts are executed and delivered to the Buyers.

1.5

At Completion, the Sellers shall deliver to the Buyers all relevant deeds and documents in respect of the ownership, operation or maintenance of the Property and within their possession or reasonable control.

1.6

At Completion, RHI shall deliver to Buyers a duly executed certification of non-foreign status substantially in the form set forth in Treasury Regulations section 1.1445-2(b)(2)(iii)(B).

2.

BUYERS' OBLIGATIONS

2.1

At Completion the Buyers shall deliver to the Sellers:

2.1.1

the Tax Deed duly executed by the Buyers; and

2.1.2

evidence of the authority of each person executing a document referred to in this schedule on each Buyer's behalf.

SCHEDULE 3
Sellers' Warranties

PART A

1.

CAPACITY AND AUTHORITY

1.1

Incorporation and existence

1.1.1

The Seller and the Company are limited companies duly incorporated and have been in continuous existence since incorporation. [ROL ONLY]

1.1.2

The Seller is a limited company and the Company is an unlimited company and each is duly incorporated and has been in continuous existence since incorporation. [WGL ONLY]

1.1.3

Each of the Seller and each Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. [RHI ONLY]

1.1.4

Each of the Seller and each Company is duly qualified or licensed to transact business as a foreign corporation and is in good standing in each jurisdiction within the United States of America in which the nature of its business or location of its properties requires such qualification or licensing and in which the failure to so qualify or be in good standing would have a material adverse effect on its business or its ability to perform its obligations under this Agreement and each Transaction Document. [RHI ONLY]

1.2

Right, power, authority and action

1.2.1

The Seller has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement and each Transaction Document.

1.2.2

Each Group Company has the right, power and authority to conduct its business as conducted at the date of this Agreement.

1.3

Binding agreements

2.

SHARES AND SUBSIDIARY UNDERTAKINGS

2.1

The Shares

2.1.1

The Shares comprise the whole of the Company's allotted and issued share capital and are fully paid or credited as fully paid. [ROL AND WGL ONLY]

2.1.2

The Seller has good and marketable title to the Shares in the Company. [RHI ONLY]

2.1.3

The Seller is the sole legal, beneficial and record owner of the Shares in the Company.

2.1.4

There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the Shares or unissued shares in the capital of the Company.

2.1.5

Other than this Agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Company (including, without limitation, an option or right of pre emption or conversion).

2.2

Subsidiary Undertakings

2.2.1

The Company does not have and has not had in the six years preceding the date of this Agreement a subsidiary undertaking other than its Subsidiary Undertakings.

2.2.2

The Company has no interest in, and has not agreed to acquire an interest in or merge or consolidate with, a corporate body or any other person other than its Subsidiary Undertakings.

2.2.3

Each share which is authorised, allotted and issued in the capital of each of its Subsidiary Undertakings is legally and beneficially owned by a Group Company alone and is fully paid or credited as fully paid.

2.2.4

There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to a share or unissued share in the capital of any of the Company's Subsidiary Undertakings.

2.2.5

Each of WA's Subsidiary Undertakings is a dormant company within the meaning of section 249 AA(4) of the Act and has incurred no liability nor acquired any assets at any time during the six years preceding the date of this Agreement [WGL ONLY].

2.2.6

Except as set forth in the Disclosure Letter, no Subsidiary Undertaking of Pressure Systems Inc. or Norwich Aero Products Inc. has any employees or material assets, liabilities or business. [RHI ONLY]

3.

ACCOUNTS

3.1

General - English Group Companies [ROL AND WGL ONLY]

3.1.1

The Accounts of each Group Company have been prepared and audited on a proper and consistent basis in accordance with the law and applicable standards, principles and practices generally accepted in the United Kingdom.

3.1.2

No change in accounting policies has been made in preparing the Accounts of each Group Company for each of the two financial years of the Group Company ended on the Last Accounting Date, except as stated in the audited balance sheets, profit and loss accounts and notes for those years.

3.1.3

The Accounts of each Group Company show a true and fair view of the assets, liabilities and state of affairs of that Group Company as at the Last Accounting Date and of the profits and losses of that Group Company for the financial year ended on the Last Accounting Date.

3.2

Accounting Records of English Group Companies [ROL AND WGL ONLY]

Each Group Company's accounting records are up-to-date, in its possession or under its control and are properly complete in accordance with the law and applicable standards, principles and practices generally accepted in the United Kingdom.

3.3

NAPI, PSI and Pressure Systems International Inc. [RHI ONLY]

The Accounts of NAPI, PSI and Pressure Systems International Inc. have been prepared on a basis consistent with accounts packs produced for Roxboro's year end consolidated accounts for previous financial years, except for the adoption of FRS 19 "Deferred tax" in the Accounts of NAPI, PSI and Pressure Systems International Inc. respectively.

4.

CHANGES SINCE THE LAST ACCOUNTING DATE

Since the Last Accounting Date:

4.1

save as disclosed in the Disclosure Letter or agreed by the Buyers in the period to Completion no Group Company has declared, paid or made a dividend or distribution (including, without limitation, a distribution within the meaning of the Taxes Act) except as provided in the Accounts; [ROL AND WGL ONLY]

4.2

no Group Company has declared, paid or made a dividend or distribution except as provided in its Accounts; [RHI ONLY]

4.3

each Group Company's business has been operated in the ordinary and usual course in all material respects so as to maintain it as a going concern;

4.4

save for matters affecting similar businesses generally, there has been no material adverse change in the financial or trading position of the Group;

4.5

no Group Company has created, allotted, issued, acquired, repaid or redeemed share or loan capital or made an agreement or arrangement or undertaken an obligation to do any of those things; and

4.6

except for depreciation, there has been no material reduction in the value of the fixed assets of any Group Company determined in accordance with the same accounting policies as those applied in the Accounts.

5.

TAX

5.1

General

5.1.1

None of the Group Companies currently is the beneficiary of any extension of time within which to file any Tax Return. There are no liens or security interests on any of the assets of any of the Group Companies that arose in connection with any failure (or alleged failure) to pay any Tax. [RHI ONLY]

5.1.2

None of the Group Companies or RHI with respect to the Group Companies has waived any statute of limitations in respect of Taxes of such Group Company or for which a Group Company may be liable or agreed to any extension of time with respect to a Tax assessment or deficiency with respect to such Group Company or for which a Group Company may be liable. No power of attorney that is currently in effect has been granted by any Group Company or any Tax Affiliate with respect to such Group Company. [RHI ONLY]

5.1.3

All tax sharing agreements or similar arrangements with respect to the Group Companies shall be terminated with respect to the Group Companies on or prior to the Completion Date, and after the Completion Date, none of the Group Companies shall be bound by or have any liability thereunder. [RHI ONLY]

5.1.4

None of the Group Companies has been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a combined, consolidated, unitary or other similar group for state, local or foreign Tax purposes (other than the group the common parent of which is any member of the Sellers' Group), or has a current noncontingent liability for the Taxes of another person (other than the group the common parent of which is any member of the Sellers' Group) under Treasury Regulations section 1.1502-6 (or any similar provision of state, local or foreign law). [RHI ONLY]

5.1.5

None of the Group Companies has constituted a "distributing corporation" or a "controlled corporation" within the meaning of Code section 355 in a distribution described under Code section 355 (i) in the two years prior to the

date of this agreement or (ii) as part of a "plan" or "series of distributions" in connection with this Agreement, the other Transaction Documents or the Transaction under Code section 355(e). [RHI ONLY]

5.1.6

None of the assets of any Group Company (i) is property that is required to be treated as being owned by any other person under the so-called "safe harbor lease" provisions of former Section 168(f)(8) of the Code; (ii) directly or indirectly secures any debt the interest on which is tax-exempt under Section 103(a) of the Code; or (iii) is "tax-exempt use property" under Section 168(h) of the Code. [RHI ONLY]

5.1.7

No Group Company has made any payment or payments, or is obligated to make any payment or payments, and is a party to (or participating employer in) any agreement or arrangement that could obligate it or any of the Buyers' Group to make any payment or payments as a result of the completion of the Transaction that would constitute an "excess parachute payment," as defined in Section 280G of the Code (or any comparable provisions of state, local or foreign law). [RHI ONLY]

5.1.8

There are no intercompany items or excess loss accounts under the US consolidated return provisions that will be required to be recognised or otherwise take into account by any US Group Company as a result of the sale by RHI and the purchase by the First Buyer of the NAPI shares and the PSI Shares. [RHI ONLY].

5.1.9

The Group Companies have at all times been and, so far as the Seller is aware, remain resident only in the jurisdiction in which they were incorporated for all Tax purposes, and no Group Company is liable for Tax under the laws of any jurisdiction other than those jurisdictions for which Tax Returns have been filed by or with respect to such Group Company.

5.1.10

Each Group Company has paid all Tax which it has become liable to pay and is not, and has not in the three years ending on the date of this Agreement been, liable to pay a material penalty or fine in connection with Tax.

5.1.11

Without prejudice to paragraph 5.1.9, each Group Company has deducted or withheld all Tax which it has been obliged by law to deduct or withhold from amounts paid by it and has properly accounted to the relevant Tax Authority for all amounts of Tax so deducted or withheld.

5.1.12

Each Group Company has within applicable time limits made and filed all Tax Returns, provided all information and maintained all records in relation to Tax as it is required to make and file, provide or maintain and has fully complied on a timely basis with all notices served on it and any other requirements lawfully made of it by any Tax Authority. All such Tax Returns and information were complete and accurate in all material respects at the time they were made and filed or provided.

5.1.13

No Group Company is involved or, so far as the Seller is aware, expects to be involved in or the subject of any material dispute, action, investigation, proceeding, audit, claim, deficiency or assessment in relation to Tax of such Group Company or for which a Group Company may be liable.

5.1.14

Each Tax Affiliate has paid all material taxes which it has become liable to pay and has filed all material Tax Returns it is required to file.

5.1.15

The Disclosure Letter contains details so far as they affect each Group Company of all concessions, arrangements and agreements (whether formal or informal) negotiated with any Tax Authority and no action has been taken by or on behalf of any Group Company which has had or is likely to have the result of altering, prejudicing or in any way disturbing any such concession, arrangement or agreement.

5.1.16

Each Group Company has duly and properly made all Tax claims, disclaimers, elections and surrenders and given all notices and consents and done all other things in respect of Tax the making, giving or doing of which was assumed to have been made for the purposes of the Accounts, all such claims, disclaimers, elections, surrenders, notices, consents and other things have, so far as the Sellers are aware, been accepted as valid by the relevant Tax Authorities and none has been revoked or otherwise withdrawn.

5.1.17

The aggregate of rents, interest, annual payments and other sums of an income nature paid or payable by any Group Company since the Last Accounting Date, or which any Group Company is under an obligation to pay, that are wholly or partially disallowable as deductions or charges in computing the profits of any Group Company for the purposes of corporation tax. (Whether by virtue of the provisions of section 74, 79, 125, 338, 577, 779 to 786 (inclusive) or 787 ICTA or otherwise), will not materially exceed such amounts (pro-rated by reference to the date this warranty is given) incurred by Group Companies in the previous accounting period. [WGL AND ROL ONLY]

5.1.18

No Group Company has within the last six years acquired any asset from any company which at the time of the acquisition was a member of the same group of companies as defined in section 170 TCGA. [WGL AND ROL ONLY]

5.1.19

No Group Company has any outstanding group relief claims and is not liable to make or entitled to receive a payment for group relief. [WGL AND ROL ONLY]

5.1.20

So far as the Sellers are aware, no Group Company has entered into or been a party to any scheme, arrangement or transaction containing a pre-ordained series of steps or stages designed partly or wholly for the purpose of avoiding or deferring Tax in circumstances where the principles set out in ▇▇▇▇▇▇▇ -v-

▇▇▇▇▇▇ could be applied to recategorise such scheme, arrangement or transaction for fiscal purposes. [WGL and ROL ONLY].

5.1.21

If each of the capital assets of each Group Company owned at the Last Accounting Date was disposed of for a consideration equal to the book value of that asset in, or adopted for the purpose of, the Accounts, or in the case of assets acquired since the Last Accounting Date, equal to the consideration given on acquisition, no liability to corporation tax on chargeable gains or balancing charge under the Capital Allowances Act 2001 would arise (and for this purpose there will be disregarded any relief or allowance available to the Company other than amounts falling to be deducted from the consideration receivable under section 38 TCGA. [WGL AND ROL ONLY]

5.1.22

No Group Company has at any time acquired or disposed of any asset or entered into any transaction or arrangement whatsoever otherwise than by way of a bargain at arm's length or in respect of which there may be substituted for the actual consideration given or received by the Company a different consideration for any Tax purpose. [WGL AND ROL ONLY]

5.1.23

So far as the Sellers are aware, no Group Company is, or has agreed to become, an agent, manager or factor for the purposes of section 47 VATA of any person who is not resident in the United Kingdom. [WGL AND ROL ONLY]

5.2

Stamp duty

All documents which are liable to stamp duty and which confer any right upon any Group Company have been duly stamped and no document which confers any right upon any Group Company and which is outside the United Kingdom would attract stamp duty if it were brought into the United Kingdom and there is no liability to any penalty in respect of such duty or circumstances which may give rise to such a penalty. [WGL AND ROL ONLY]

5.3

Quarterly instalment payments

No Group Company is obliged to pay corporation tax in quarterly instalments under the provisions of Corporation Tax (Instalment Payments) Regulations 1998 (SI 1998 No 3175) and section 59E Taxes Management ▇▇▇ ▇▇▇▇. [WGL AND ROL ONLY]

5.4

Group payment arrangements

No Group Company has entered into any group payment arrangements under the provisions of section 36 FA 1998. [WGL AND ROL ONLY]

5.5

Transfer pricing

5.5.1

No Group Company has undertaken, or has agreed to undertake, any transaction which under the provisions of schedule 28AA ICTA has resulted or, so far as the Sellers are aware, will result in the actual consideration given

or received by the Company being substituted for a different consideration for UK corporation tax purposes. [WGL AND ROL ONLY]

5.5.2

No Group Company has entered into any advance pricing arrangements with the Inland Revenue under the provisions of section 85 FA 1999. [WGL AND ROL ONLY]

5.6

Accounts

To the extent that the provision for deferred tax made in accordance with Financial Reporting Standard 19 was not made in the Accounts, full details of such amounts and the matter to which the deferred tax relates are disclosed in the notes to the Accounts. [WGL AND ROL ONLY]

5.7