STOCK PURCHASE AGREEMENT



      This Stock Purchase Agreement (the "Agreement") is made and entered into

on the 2nd day of January, 2003 by and among John D. Whalen, Donald J.

Carrozzino, Frank Wallitsch, Jr. and Nancy S. Hansen (each of the foregoing,

individually, a "Seller"; and collectively, the "Sellers"), being the owners of

all of the issued and outstanding common stock of Pennsylvania Crusher

Corporation, a Delaware corporation (the "Company"), and PCC Acquisition Co., a

Delaware corporation (the "Buyer").



      The Sellers own all of the issued and outstanding common stock of the

Company (the "Shares"), with each Seller owning the number of Shares set forth

after such Seller's name in column A of Exhibit A hereto. The Buyer desires to

purchase from the Sellers, and the Sellers desire to sell to the Buyer, all of

the Shares in accordance with the provisions of this Agreement.



      NOW, THEREFORE, intending to be legally bound hereby, the parties hereto

agree as follows:



      1. Sale and Purchase of Shares. Subject to the terms and conditions of

this Agreement and on the basis of and in reliance upon the representations,

warranties, covenants and agreements set forth herein, on the Closing Date (as

defined in Section 2(a) hereof) each Seller shall sell to the Buyer and the

Buyer shall purchase from each Seller all of the Shares owned by such Seller in

exchange for a purchase price determined and payable as follows:



      (a) cash in the amount set forth after such Seller's name in column B of

Exhibit A hereto shall be paid by the Buyer to such Seller on the first business

day following the Closing Date (the "Payment Date") in the manner provided in

the last sentence of Section 2(b) hereof, with $19.5 million being the total

amount of cash to be paid to all of the Sellers on the Payment Date

(collectively, the "Closing Payments"). It is contemplated by the parties that

following the sale of the Shares (i) the Buyer will merge with and into the

Company, (ii) the Company will borrow funds from National City Bank and (iii)

the Company will, on the Payment Date, pay the Closing Payments in full by wire

transfer of immediately available funds as described in the last sentence of

Section 2(b);



      (b) cash in the amounts set forth after such Seller's name in columns C, D

and E of Exhibit A hereto shall be paid by the Buyer to such Seller on each of

the second, third and fourth anniversaries of the Closing Date, respectively,

(or if any such payment date is not a day on which banks in New Jersey and

Pennsylvania are open for business, the next succeeding day on which banks in

such states are so open), with $4.0 million being the total amount of cash to be

paid to all of the Sellers on these three anniversary dates, together in each

case with simple interest on the unpaid balance thereof from the Closing Date at

the rate of 6% per annum, payable on and for the periods ending each April 2,

July 2, October 2 and January 2 until such deferred purchase price obligation

has been satisfied, with the final interest payment to be on the date of such

satisfaction; all of the foregoing, with respect to each Seller, to be satisfied

by the Buyer's delivery on the Closing Date of a promissory note made by the

Buyer's ultimate parent, K-Tron International, Inc. ("K-Tron"), in favor of such

Seller in the form attached hereto as Exhibit B (individually with respect to

each Seller, a "Seller Note", and collectively, the "Seller Notes"); and



      (c) cash in an amount to be determined pursuant to Section 3 hereof shall

be paid by the Buyer to the Sellers, or by the Sellers to the Buyer, as the case

may be, in accordance with such Section 3.





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      2. Closing. (a) The closing (the "Closing") of the sale and purchase of

Shares described in Section 1 hereof shall take place at the offices of Morgan,

Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA, commencing at 10:00

a.m., local time, on the date hereof and shall be deemed effective as of the

opening of business of the Company and its Subsidiary (as defined in Section 5.3

hereof) on that date. The date of the Closing is sometimes herein referred to as

the "Closing Date".



      (b) At the Closing, each Seller shall deliver to the Buyer, free and clear

of all pledges, liens, transfer and stamp tax obligations, encumbrances, claims

and other charges thereon of every kind, the certificates for the Shares to be

sold by such Seller in negotiable form, duly endorsed in blank, or with separate

stock transfer powers attached thereto and signed in blank, in exchange for the

delivery by the Buyer to such Seller (i) on the Payment Date, of the

consideration to be paid to such Seller pursuant to Section 1(a) hereof and (ii)

at the Closing, of the Seller Note to which such Seller is entitled pursuant to

Section 1(b) hereof. All cash payments pursuant to Section 1(a) hereof shall be

by wire transfer of immediately available funds to such accounts at such banks

as the Sellers or their counsel shall direct in writing delivered to the Buyer

no less than three business days prior to the Closing.



      (c) The allocations set forth in columns B, C, D and E of Exhibit A hereto

have been provided to the Buyer by the Sellers, were determined by the Sellers

alone, and have been agreed among the Sellers acting alone. The Buyer shall have

no responsibility whatsoever with respect to the determination of the

allocations set forth in columns B, C, D and E of Exhibit A hereto.



      (d) Immediately following the Closing, the Sellers shall make available to

the Buyer the written resignations of all the directors of the Company and its

Subsidiary effective as of the Closing, and shall cause to be made available to

the successor directors and to the officers of the Company and its Subsidiary,

including any new officers elected on the Closing Date (the "post-Closing

directors and officers"), all minute books, stock record books, books of

account, corporate seals, leases, contracts, agreements, securities, bank,

checking and money market accounts, other investments, deposits, customer and

subscriber lists, files and other documents, instruments and papers belonging to

the Company and its Subsidiary and shall cause full possession and control of

all of the assets and properties of every kind and nature, tangible and

intangible, of the Company and its Subsidiary and of all other things and

matters pertaining to the operation of the business of the Company and its

Subsidiary to be transferred and delivered to the post-Closing directors and

officers. At the Closing, the Sellers shall deliver to the Buyer, and the Buyer

shall deliver to the Sellers, the certificates, opinions and other instruments

and documents referred to in Sections 8 and 9 hereof, respectively.



      3. Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably

practical following (but not more than 60 days after) the Closing Date, the

Company (in consultation with the Chief Financial Officer of K-Tron and also

with the Sellers' Representative (as defined in Section 11.1 hereof)) shall

prepare and deliver to the Sellers and K-Tron an audited consolidated balance

sheet of the Company and its Subsidiary as of the close of business on the last

business day immediately preceding the Closing Date (the "Closing Balance

Sheet"), together with the report thereon of KMPG LLP. The Closing Balance Sheet

shall be prepared in accordance with this Agreement and generally accepted

accounting principles consistent with past practice in the Company's preparation

of its fiscal year 2001 audited balance sheet (the "2001 Balance Sheet"), except

to the extent that there is any new generally accepted accounting principle(s)

that must be adopted. Further, the Closing Balance Sheet shall not take into

account any of the transactions contemplated by this Agreement, or any fees,

expenses and costs of the Sellers (unless paid for by the Company or its

Subsidiary prior to the Closing despite the provisions of Section 11.2(a)

hereof, in which case their payment would be taken into account on the Closing

Balance Sheet) in connection with the consideration, preparation, negotiation

and completion thereof, other than as set forth in Section 11.2(a) hereof. All

expenses incurred in connection with the preparation of the Closing Balance

Sheet shall be the responsibility of the Company.





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      (b) The Closing Balance Sheet shall become final and binding upon the

parties unless within 30 days following its submittal to the Sellers and K-Tron,

either all of the Sellers as a group notify K-Tron of their objection thereto,

or K-Tron notifies the Sellers of its objection thereto, which objection may

only be that the Closing Balance Sheet was not properly prepared under Section

3(a) hereof. Such 30-day period shall be extended for an additional 30 days at

the request of either all of the Sellers as a group, or K-Tron, should either

the Sellers or K-Tron reasonably require additional time to complete their

review of the Closing Balance Sheet. During such 30-day review period (or 60-day

review period, if so extended), the Company shall make reasonably available to

the Sellers, K-Tron and their respective representatives, and shall use

reasonable efforts to cause its representatives to make reasonably available to

the Sellers, K-Tron and their respective representatives, on a timely basis, all

books, records and appropriate personnel to provide the Sellers, K-Tron and

their respective representatives with such information regarding the Closing

Balance Sheet as the Sellers, K-Tron and their respective representatives may

reasonably request. If within 30 days following the receipt by the other party

of any notice of objection by K-Tron or the Sellers, any of such differences

have not been resolved, they shall be resolved by Ernst & Young LLP,

Philadelphia, Pennsylvania, whose decision thereon shall be final, binding and

not subject to any appeal. The fees and expenses of Ernst & Young LLP in

connection with any such resolution shall be allocated between (and paid by)

K-Tron and the Sellers in the same proportion that the aggregate amount of the

disputed items so submitted to Ernst & Young LLP that is unsuccessfully disputed

by each such party (as finally determined by Ernst & Young LLP) bears to the

total amount of such disputed items so submitted.



      (c) Within ten days following the final determination of the Closing

Balance Sheet in accordance with Section 3(b) hereof, either



            (i) if the consolidated stockholders' equity on the Closing Balance

      Sheet is less than $9 million, then the Sellers shall pay to the Buyer (or

      to the Company as its successor by merger), as a decrease in the purchase

      price for the Shares, the amount of such shortfall (together with simple

      interest thereon, from the Closing Date to the date of payment, at the

      rate of 6% per annum); or



            (ii) if the consolidated stockholders' equity on the Closing Balance

      Sheet is greater than $9 million, then the Buyer (or the Company as its

      successor by merger) shall pay to the Sellers, as an increase in the

      purchase price for the Shares, the amount of such excess (together with

      simple interest thereon, from the Closing Date to the date of payment, at

      the rate of 6% per annum).



In the case of any payment to or by the Sellers under this Section 3(c), each

Seller shall be paid or pay that part of the total payment due equal to such

total payment multiplied by the percentage set forth after such Seller's name in

column A of Exhibit A hereto, all of which percentages have been provided to the

Buyer by the Sellers, were determined by the Sellers alone, and have been agreed

among the Sellers acting alone. The Buyer shall have no responsibility

whatsoever with respect to the determination of the percentages set forth in

column A of Exhibit A hereto.



      (d) Nothing in this Section 3 shall preclude any party from exercising, or

shall adversely affect or otherwise limit in any respect the exercise of, any

right or remedy available to it hereunder or otherwise for any misrepresentation

or breach of warranty hereunder, but (i) neither the Buyer nor any Seller shall

have any right to dispute the Closing Balance Sheet or any portion thereof once

the Closing Balance Sheet has been finally determined in accordance with Section

3(b) hereof and (ii) the Buyer shall not have the right to be indemnified

hereunder for any breach of any representations or warranties contained in this

Agreement regarding the value of the accounts receivable, inventory or other

items classified as current assets on the Closing Balance Sheet.





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<PAGE>

      4. Individual Representations and Warranties of the Sellers. Each Seller,

separately and individually, and not jointly, represents and warrants to the

Buyer as follows:



      4.1 Share and Interest Ownership; Authority. Each Seller is the lawful

owner of record and beneficially of the number of Shares set beside such

Seller's name in column A of Exhibit A hereto, free and clear of all pledges,

liens, encumbrances, claims and other charges and restrictions thereon of every

kind, including without limitation any agreements, subscriptions, options,

warrants, calls, commitments or rights (contingent or otherwise) of any

character granting to any person any interest in or right to acquire from such

Seller at any time, or upon the happening of any stated event, any Shares owned

by such Seller. Each Seller has full right, power and authority to execute,

deliver and perform this Agreement. This Agreement has been duly executed and

delivered by each Seller. This Agreement constitutes the legal, valid and

binding obligation of each Seller enforceable against each Seller in accordance

with its terms, except as such enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium or other similar laws now or hereafter in

effect relating to creditors' rights generally and by general principles of

equity (whether considered in an action at law or in equity).



      4.2 Validity of Contemplated Transactions; Etc. The execution, delivery

and performance of this Agreement by each Seller will not contravene or violate

(a), any law, rule or regulation to which any Seller is subject or (b) any

judgment, order, writ, injunction or decree of any court, arbitrator or

governmental or regulatory official, body or authority which is applicable to

any Seller; nor will such execution, delivery or performance violate, be in

conflict with or result in the breach (with or without the giving of notice or

lapse of time, or both) of any term, condition or provision of, or require the

consent of any other party to, any contract, commitment, agreement, lease,

license, permit, authorization, document or other understanding, oral or

written, to or by which any Seller is a party or otherwise bound or affected. No

authorization, approval or consent of, and no registration or filing with, any

governmental or regulatory official, body or authority is required in connection

with the execution, delivery and performance of this Agreement by any Seller.



      4.3 No Claims Against the Company or its Subsidiary. No Seller has any

claim, either accrued, absolute, contingent or otherwise and whether known or

unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated,

secured or unsecured, against the Company or its Subsidiary for any reason,

other than claims in the ordinary course, consistent with past practice, for the

payment of salary, bonuses, commissions, expense reimbursements or payments

arising from other employee benefits to the extent accrued but not yet paid (all

of which shall be fully reflected on the Closing Balance Sheet).



      5. Joint and Several Representations and Warranties of the Sellers. Each

Seller, jointly and severally, represents and warrants to the Buyer as follows:





      5.1 Corporate Existence. The Company is a corporation duly organized,

validly existing and in good standing under the laws of the State of Delaware,

and it has all requisite power and authority and all licenses, permits and

authorizations necessary to carry on its business as it has been and is now

being conducted and to own, lease and operate the properties used in connection

therewith. The Company is qualified as a foreign corporation authorized to do

business and is in good standing in each jurisdiction in which such

qualification is required, except for those jurisdictions where the failure to

be so qualified would not be reasonably expected to have a material adverse

effect on the Company's business, operations, assets, properties or condition

(financial or otherwise). Schedule 5.1 hereto sets forth all of the

jurisdictions in which the Company is qualified to conduct business as a foreign

corporation.



      5.2 Capitalization. (a) The total authorized capital stock of the Company

consists of (i) 50,000 shares of Class A common voting stock, par value $.01 per

share, of which 12,826 shares and no others are issued and outstanding (all such

issued and outstanding shares have been previously defined as the "Shares") and

(ii) 50,000 shares of Class B common non-voting stock, par value $.01 per share,

none of





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<PAGE>

which are issued and outstanding. All of the Shares have been duly authorized

and validly issued, are fully paid and non-assessable, were not issued in

violation of the terms of any agreement or other understanding binding upon the

Company and were issued in compliance with the Certificate of Incorporation and

By-Laws of the Company and all applicable federal, state and foreign securities

and other laws, rules and regulations. There are, and except as set forth on

Schedule 5.2 hereto have been, no preemptive rights with respect to the issuance

of the Shares or any other shares of capital stock of the Company, and there

have been no issuances in violation of any preemptive rights. All redemptions

and repurchases of shares of capital stock by the Company have been completed in

accordance with law and the terms thereof, and the Company has no liability or

obligation of any nature in connection therewith. Except for the agreements,

contracts and commitments listed on Schedule 5.2 hereto, the Company is not a

party to, and has not in the past five years entered into or made, any

agreement, contract or commitment in connection with any redemption or

repurchase of shares of its capital stock.



      (b) Except as set forth on Schedule 5.2 hereto, there are no outstanding

subscriptions, options, warrants, convertible securities, calls, commitments,

agreements or rights (contingent or otherwise) of any character to purchase or

otherwise acquire from the Company or any Seller any shares of, or any

securities convertible into shares of, the capital stock of the Company.



      5.3 Subsidiary; No Interest in Other Entities. (a) Jeffrey Specialty

Equipment Corporation (the "Subsidiary") is the only direct or indirect

subsidiary of the Company. The Subsidiary is a corporation duly organized,

validly existing and in good standing under the laws of the State of Delaware,

and has all requisite power and authority and all licenses, permits and

authorizations necessary to carry on its business as it has been and is now

being conducted and to own, lease and operate the properties used in connection

therewith. The Subsidiary is qualified as a foreign corporation authorized to do

business and is in good standing in each jurisdiction in which such

qualification is required, except for those jurisdictions where the failure to

be so qualified would not be reasonably expected to have a material adverse

effect on the Subsidiary's business, operations, assets, properties or condition

(financial or otherwise). Schedule 5.3 hereto sets forth all of the

jurisdictions in which the Subsidiary is qualified to conduct business as a

foreign corporation.



      (b) The authorized, issued and outstanding capital stock of the Subsidiary

is listed on Schedule 5.3 hereto. All of such issued and outstanding shares of

capital stock have been duly authorized and validly issued, are fully paid and

non-assessable, were not issued in violation of the terms of any agreement or

other understanding binding upon the Subsidiary and were issued in compliance

with the Certificate of Incorporation and By-Laws of the Subsidiary and all

applicable federal, state and foreign securities and other laws, rules and

regulations. There are no outstanding subscriptions, options, warrants,

convertible securities, calls, commitments, agreements or rights (contingent or

otherwise) of any character to purchase or otherwise acquire from the Subsidiary

or the Company any shares of, or any securities convertible into shares of, the

capital stock of the Subsidiary. There are, and except as set forth on Schedule

5.3 hereto have been, no preemptive rights with respect to the issuance of

shares of capital stock of the Subsidiary, and there have been no issuances in

violation of any preemptive rights.



      (c) The Company is the lawful owner of record and beneficially of all of

the issued and outstanding shares of capital stock of the Subsidiary, free and

clear of all pledges, liens, encumbrances, claims and other charges and

restrictions thereon of every kind, including without limitation any agreements,

subscriptions, options, warrants, calls, commitments or rights (contingent or

otherwise) of any character granting to any person any interest in or right to

acquire from the Company or the Subsidiary at any time, or upon the happening of

any stated event, any shares of capital stock of the Subsidiary.



      (d) Except as set forth on Schedule 5.3(d), neither the Company nor the

Subsidiary owns any shares of any corporation other than the Company's ownership

of the Subsidiary, and neither the





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<PAGE>

Company nor the Subsidiary has any other ownership or other investment interest,

either of record, beneficially or equitably, in any association, partnership,

joint venture or legal entity, except for bank, checking and money market

accounts and other cash equivalent investments.



      5.4 Financial Statements. (a) The Sellers have delivered to the Buyer

prior to the date hereof (i) the consolidated balance sheets of the Company and

its Subsidiary as of December 31, 2001, 2000 and 1999 and the related

consolidated statements of income, stockholders' equity and cash flows for the

12-month periods then ended, reported on without qualification by Arthur

Andersen LLP, independent certified public accountants (the "Audited

Financials"), and (ii) the unaudited consolidated balance sheet of the Company

and its Subsidiary as of September 30, 2002 (the "September Balance Sheet") and

the related consolidated statements of income and stockholders' equity for the

nine-month period then ended (the "Unaudited Financials"; and together with the

Audited Financials, the "Company Financials"). The Company Financials (including

without limitation all notes, comments, schedules and supplemental data

contained in or annexed to such statements), true, correct and complete copies

of all of which are attached hereto as Schedule 5.4, are accurate, complete and

in accordance with the books and records of the Company and its Subsidiary in

all material respects and present fairly the consolidated financial position and

assets and liabilities of the Company and its Subsidiary as of their respective

dates and the results of their consolidated operations for the periods then

ended, in conformity with generally accepted accounting principles applied on a

consistent basis except, in the case of the Unaudited Financials, for the

omission of footnote information and normal year end adjustments (none of which

will be material).



      (b) The accounting books and records maintained by the Company and its

Subsidiary, and upon which all of the Company Financials are based, taken as a

whole, accurately reflect all of their items of income and expense, assets,

liabilities and businesses. The Company maintains a system of internal

accounting controls sufficient to provide reasonable assurances that

transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to

maintain accountability for assets.



      (c) The outstanding balance under the Loan Agreement, dated November 1,

1999, between the South Carolina Jobs-Economic Development Authority and the

Subsidiary, was paid in full on December 23,2002; the lender thereof has

terminated and released all rights and interests with respect thereto, and

neither the Company nor its Subsidiary has any remaining liability or obligation

in connection therewith.



      5.5 Accounts Receivable. To each Seller's knowledge, none of the accounts

receivable of the Company or its Subsidiary are subject to valid defenses,

set-offs or counterclaims other than normal returns and allowances and all of

such accounts receivable were generated only in the ordinary course of business.



      5.6 Inventory. All inventory of the Company and its Subsidiary consists of

items of a normal quality and quantity saleable in the ordinary course of their

businesses consistent with past practice.



      5.7 Absence of Undisclosed Liabilities. (a) Neither the Company nor its

Subsidiary is liable for or subject to any liability except for:



            (i) those liabilities and obligations reflected on the September

      Balance Sheet and not heretofore paid or discharged;



            (ii) those liabilities and obligations arising in the ordinary

      course of its business consistent with past practice under any contract,

      commitment or agreement specifically disclosed on any Schedule to this

      Agreement or not required to be disclosed thereon because of the term or

      amount involved or otherwise; and





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<PAGE>

            (iii) those liabilities and obligations incurred, consistent with

      past practice, in the ordinary course of its business since September 30,

      2002, which liabilities and obligations in the aggregate are of a

      character and magnitude consistent with past practice.



For purposes of this Section 5.7, the term "liabilities" shall include without

limitation any direct or indirect liability, indebtedness, guaranty,

endorsement, claim, loss, damage, deficiency, cost, expense, obligation or

responsibility, either accrued, absolute, contingent or otherwise.



      (b) The Company does not have any liability for any dividends or

distributions to any stockholder and, except as disclosed in Schedule 5.7 or

Schedule 5.18 hereto, since September 30, 2002 has not paid or delivered or

become committed to pay or deliver any dividend or payment, or made or become

committed to make any distribution or payment, to any stockholder in respect of

its capital stock. Since June 30, 2002, the Company has not redeemed, purchased

or otherwise acquired any of its capital stock.



      5.8 Existing Condition. Except as disclosed on Schedule 5.8 hereto, since

September 30, 2002, neither the Company nor its Subsidiary has:



      (a) sold, assigned or transferred any of its assets or properties except

in the ordinary course of its business consistent with past practice;



      (b) created, incurred, assumed or guaranteed any indebtedness for money

borrowed or incurred any other liabilities exceeding $10,000 in the aggregate

except for current liabilities incurred consistent with past practice;



      (c) suffered any damage, destruction or loss, whether or not covered by

insurance, (i) materially and adversely affecting its business, operations,

assets, properties or condition (financial or otherwise) or (ii) of any item

carried on its books of account at more than $10,000;



      (d) suffered any material adverse change in its business, operations,

assets, properties or condition (financial or otherwise);



      (e) made any capital expenditure or capital addition or betterment

exceeding $10,000 in the aggregate except for such as may be involved in the

ordinary repair, maintenance and replacement of its assets;



      (f) increased the salaries or other compensation of, or made any advance

(excluding advances for ordinary and necessary business expenses) or loan to,

any of its directors, officers or employees, or to any Seller, or made any

increase in, or any addition to, other benefits to which any of its directors,

officers or employees or any Seller may be entitled; or



      (g) entered into any transaction other than in the ordinary course of its

business consistent with past practice.



Except as disclosed on Schedule 5.8 hereto, since December 31, 2001, neither the

Company nor its Subsidiary has made or suffered any amendment to or termination

of any material contract or commitment to which it is or was a party or by which

it or any of its properties are bound.



      5.9 Assets and Properties. (a) Schedule 5.9 hereto contains a description

of each parcel of real property owned, leased or subleased by the Company or its

Subsidiary or in which the Company or its Subsidiary has any real estate

interest and each lease agreement under which the Company or its Subsidiary has

any direct or indirect leasehold interest in any real property (collectively,

"Real Property").





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<PAGE>

Schedule 5.9 hereto also contains a list of all inventory, and all equipment

(having a value in excess of $10,000 individually on the books of the Company or

its Subsidiary), owned by the Company or its Subsidiary as of September 30,

2002. The Company and its Subsidiary own outright, have good, valid and

marketable title (and as to any owned Real Property, fee title) to and are in

possession of all of their Real Property and other owned properties and assets,

whether solely real, personal or mixed, including without limitation all of the

properties and assets reflected on the September Balance Sheet and those

acquired since September 30, 2002 (except in each case for properties and assets

sold or otherwise disposed of since September 30, 2002 in the ordinary course of

their businesses consistent with past practice), free and clear of all

mortgages, liens, pledges, security interests, charges, claims, restrictions and

other encumbrances and defects of title of any nature whatsoever, except liens

for current taxes not yet due and payable and items disclosed on Schedule 5.9

hereto. All leases or subleases in any manner related to the Real Property, or

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