TABLE OF CONTENTS

1.3 Owned Real Property

1.4 Ownership of Shares

2.2 Buyer, Consents, Approvals, Etc.

3.6 Seller Consents, Approvals, Etc.

3.8 Conduct of Business

3.9 Properties

3.10 Licenses and Permits

3.11 Intellectual Property Rights

3.13 Insurance

3.14(a) Employee Contracts and Arrangements

3.14(b) Effect of Consummation

3.15 Contracts and Agreements

3.16 Claims and Proceedings

3.19 Business Relations

3.21 Bank Accounts

3.22 Agents

3.23 Indebtedness To and From Officers, Etc.

3.24 Commission Sales Contracts

3.26 Interest in Competitors, Etc.

3.27 Inventory

3.28 Warranties

3.29 Environmental

A Form of Real Property Leases

C Form of Noncompetition Agreement

D Form of Henry F. Long, III Employment Agreement

E Form of Other Employment Agreements

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement" ) is entered into as of October 6, 1998, among MMI Products, Inc., a Delaware corporation ("Buyer"), Security Fence Supply Co., Inc., a Maryland corporation (the "Company"), and Henry F. Long, Jr. and Henry F. Long, III (each a "Seller" and, collectively, the "Sellers").

The parties hereto agree as follows:

ARTICLE I

1.1 Agreement. Upon the basis of the representations and warranties, for the consideration, and subject to the terms and conditions set forth in this Agreement, each of the Sellers agrees to sell all of the shares of common stock, no par value per share ("Shares"), of the Company owned by such Seller to Buyer, and Buyer agrees to purchase such Shares from each such Seller, for a price per Share to be determined in the manner set forth in Section 1.3 hereof and payable in accordance with the terms of Section 1.4 hereof.

1.2 Closing. The closing of the transactions contemplated hereby (the "Closing") shall take place at (a) the offices of O'Malley, Miles, Nylen & Gilmore, P.A., Calverton, Maryland, at 9:00 a.m., local time, on the later of (i) October 6, 1998 or (ii) five business days following the date on which all conditions to the obligations of both parties set forth in Article V hereof (other than conditions which, by their terms, cannot be satisfied until the Closing) shall have been satisfied or waived by the party entitled to waive such conditions, or (b) such other time and place and/or on such other date as Buyer and the Company may agree; provided, however, that the Closing shall occur, if at all, no later than October 31, 1998. The date on which the Closing occurs is hereinafter referred to as the "Closing Date."

1.3 Purchase Price. (a) The aggregate purchase price to be paid by Buyer for all Shares (the "Purchase Price") shall be, subject to adjustment as provided in Section 1.3(b), the sum of (i) $20,000,000, plus (ii) the aggregate cost basis for federal income tax purposes of the Company and/or the Subsidiary (as defined below), as of the Closing Date, with respect to the Owned Real Property (the "Owned Real Property Tax Basis"). The "Owned Real Property" means those parcels of real property owned in fee simple by the Company or Discount Fence Center, Inc., a Maryland corporation and a wholly owned subsidiary of the Company (the "Subsidiary"), which parcels of property are identified on Schedule 1.3 attached hereto (which schedule indicates, with respect to each parcel of Owned Real Property, whether such parcel is owned by the Company or the Subsidiary), excluding, however, any machinery or other equipment of the Company that may constitute fixtures on such Owned Real Property. The portion of the Purchase Price payable for each Share shall be equal to the Purchase Price divided by the total number of outstanding Shares.

(b) The Purchase Price shall be increased or reduced, as applicable, by an amount equal to the amount by which total cash and cash equivalents of the Company and the Subsidiary, on a consolidated basis as of the Closing Date, are greater than (the "Cash Excess") or less than (the "Cash Deficiency"), as applicable, the sum of (i) amounts owed by the Company or the Subsidiary to either of the Sellers (or any of their respective affiliates) as of the Closing Date, plus (ii) accrued liabilities, including but not limited to accrued income taxes, accrued wages and payroll taxes, and accrued legal and accounting or audit fees of the Company and the Subsidiary on a consolidated basis as of the Closing Date (provided, however, that such accrued liabilities, for purposes of this clause (ii), shall include only 50% of accrued commissions), plus (iii) accounts payable of the Company and the Subsidiary on a consolidated basis as of the Closing Date to the extent such accounts payable do not represent obligations for purchases of inventory, plus (iv) accounts payable of the Company and the Subsidiary on a consolidated basis as of the Closing Date to the extent such accounts payable represent obligations to purchase inventory and such accounts payable are not within their respective terms for timely payment as of the Closing Date, plus (v) estimated payments for any and all legal, accounting and audit services rendered prior to the Closing Date in connection with this Agreement to the extent they have not been accrued as of the Closing Date, plus (vi) estimated payments for any and all fees of Ernst & Young and/or Callow, Machen & Crawford to be rendered following the Closing in connection with the audit of the consolidated balance sheet and statement of income of the Company and the Subsidiary as of July 31, 1998 and for the ten months then ended (the "July 1998 Financial Statements"), plus (vii) estimated payments for any and all legal fees of O'Malley, Miles, Nylen & Gilmore, P.A. for services rendered following the Closing in connection with this Agreement. Any refund to which the Company is entitled for overpayments of federal income tax obligations shall be applied to reduce the amount of accrued liabilities calculated pursuant to clause (ii) of this Section 1.3(b).

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