STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is entered into as of January __, 2000, among MMI Products, Inc., a Delaware corporation ("Buyer"), Hallett Wire Products Co., a Minnesota corporation (the "Company"), J. Wells McGiffert, as the Sellers' Representative (the "Sellers' Representative") and the other signatories to this Agreement (collectively referred to as the "Sellers").

1. 
   
   Agreement of Purchase and Sale

   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 issued and outstanding shares ("Shares") of common stock, par value $100 per share (collectively, the "Common Stock"), of the Company owned by such Seller to Buyer, and Buyer agrees to purchase such Shares from each such Seller, for an aggregate purchase price of Forty Million Dollars ($40,000,000) (the "Purchase Price"), allocated among the Sellers as set forth on Schedule 1.1 hereto.

   2. Closing. The closing of the transactions contemplated hereby (the "Closing") shall take place at (a) the offices of Hanft Fride, a Professional Association, 1000 U.S. Bank Place, 130 West Superior Street, Duluth, Minnesota, at 9:00 a.m., local time, on the later of (i) January 31, 1999, or (ii) three business days following the date on which all conditions to the obligations of both parties set forth in Article V hereof shall have been satisfied or waived by the party entitled to waive such conditions, or (b) or at such other time and place and/or on such other date as Buyer and the Company may agree. The date on which the Closing occurs is hereinafter referred to as the "Closing Date."

   3. Delivery and Payment. At the Closing, each Seller shall deliver or cause to be delivered to Buyer the stock certificate or certificates evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1 attached hereto duly endorsed or accompanied by a duly executed stock power assigning such shares to Buyer and otherwise in good form for transfer and Buyer shall (a) deliver by wire transfer to a bank account designated in writing by each Seller, such Seller's pro rata portion of the Purchase Price (less the Escrowed Funds), as set forth beside such Seller's name on Schedule 1.1 attached hereto and (b) deliver to the Escrow Agent (as hereinafter defined), by wire transfer or intrabank transfer, the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Escrowed Funds").

   4. Escrow. Prior to the Closing, Buyer, the Company, the Sellers' Representative on behalf of the Sellers, and Norwest Bank, N.A. (or such other entity or person as Buyer, the Company and the Sellers' Representative shall mutually select) (the "Escrow Agent") shall enter into an Escrow Agreement (herein so called) substantially in the form of Exhibit A attached hereto, whereby the Sellers shall agree, through their Sellers' Representative, that a portion of the Purchase Price to be paid to the Sellers hereunder, in the respective amounts set forth opposite the name of each such Seller on Schedule 1.1 attached hereto, shall be deposited into and held in escrow for a period of up to two years under and pursuant to the Escrow Agreement.

2. 
   
   Representations and Warranties of Buyer

   1. Buyer represents and warrants to the Sellers and the Company as follows (with the understanding that the Sellers and the Company are relying materially on such representations and warranties in entering into and performing this Agreement):

   2. Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and perform this Agreement.

   3. Due Authorization; No Conflicts. This Agreement has been duly and validly authorized, executed, and delivered by Buyer and constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms. Except as set forth on Schedule 2.3 attached hereto, the execution, delivery, and performance of this Agreement by Buyer will not (a) violate any federal, state, county, or local law, rule, or regulation applicable to Buyer or its property, (b) violate or conflict with, or permit the cancellation of, any agreement to which Buyer is a party or by which it or its property is bound, (c) permit the acceleration of the maturity of any indebtedness of, or any indebtedness secured by the property of, Buyer, or (d) violate or conflict with any provision of Buyer's certificate of incorporation or bylaws. No action, consent, or approval of, or filing with, any federal, state, county, or local governmental authority is required in connection with the execution, delivery, or performance of this Agreement by Buyer except for those described in Section 4.12 hereof.

   4. Brokers and Finders. Buyer has not engaged, or caused to be incurred any liability to, any finder, broker, or sales agent in connection with the execution, delivery, or performance of this Agreement or the transactions contemplated hereby.

   5. Investment Intent. Buyer is acquiring the Shares for its own account for investment purposes and not with a view to, or in connection with, any distribution thereof.

3. 
   
   Representations and Warranties of the Company and the Sellers

   The Company, the Sellers' Representative and the Sellers hereby jointly and severally represent and warrant to Buyer as follows (with the understanding that Buyer is relying materially on each such representation and warranty in entering into and performing this Agreement); provided, that the term "Company" shall refer to the Company and its Subsidiary or Subsidiaries (as defined herein), unless the context otherwise requires:

   1. Capitalization; Ownership of Shares. The authorized capital stock of the Company consists of 50,000 shares, par value $100 per share, of which 29,792 shares are issued and outstanding. All such issued and outstanding Shares are duly authorized, validly issued, fully paid, and nonassessable. Except for the Shares, there are, and, as of the Closing Date there will be, no other equity securities of the Company outstanding. All of the Shares are owned of record and beneficially by the Sellers as set forth on Schedule 3.1 attached hereto. None of the Shares were issued or will be transferred under this Agreement in violation of any preemptive or preferential rights of any person.

   2. No Liens on Shares. Except as set forth on Schedule 3.2 attached hereto, each Seller is the true and lawful owner, of record and beneficially, of his Shares, free and clear of any liens, restrictions, security interests, claims, rights of another, or encumbrances (each a "Lien"); none of the Shares are subject to any outstanding options, warrants, calls, or similar rights of any other person to acquire the same; none of the Shares are and as of the Closing Date will be subject to any restrictions on transfer thereof; and each Seller has and as of the Closing Date will have the full power and authority to convey, and will convey to Buyer at Closing, good and marketable title to such Seller's Shares, free and clear of any Liens.

   3. Other Rights to Acquire Capital Stock. There are no authorized or outstanding warrants, options, or rights of any kind to acquire from the Company or from any Seller any equity or debt securities of the Company or securities convertible into or exchangeable for equity or debt securities of the Company.

   4. Due Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Minnesota and has full power and authority to carry on its business as now conducted and as proposed to be conducted. Complete and correct copies of the certificate of incorporation and bylaws of the Company and all amendments thereto have been delivered to Buyer and have been certified by the Secretary of the Company. The Company is qualified to do business as a foreign corporation and is in good standing in the states set forth on Schedule 3.4 attached hereto. The Company is duly qualified to do business as a foreign corporation in every jurisdiction where such qualification is required except where failure to be so qualified would not have a material adverse effect on the business, properties, or assets of the Company. The Company has not received any notice or communication from any other jurisdiction to the effect that it is or may be required to qualify to do business as a foreign corporation in any such jurisdiction.

   5. Subsidiaries.

      1. Schedule 3.5 sets forth (i) the name, percentage ownership and number of shares of stock owned or controlled by the Company of each corporation, partnership, joint venture or other entity in which the Company has, directly or indirectly, an equity interest therein (individually, a "Subsidiary" and collectively, "Subsidiaries"); (ii) the jurisdiction of incorporation, capitalization and ownership of each Subsidiary; (iii) the names of the officers and directors of each Subsidiary; and (iv) the jurisdictions in which each Subsidiary is qualified or licensed to do business as a foreign corporation.

      2. The Company owns of record and beneficially all the capital stock of each of the Subsidiaries free and clear of all Liens. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed on Schedule 3.5.

      3. Each of the shares of capital stock of each Subsidiary shown in Schedule 3.5 to be issued and outstanding has been duly authorized and is validly issued, fully paid and nonassessable and is free of preemptive rights.

      4. There are not, and on the Closing Date there will not be, outstanding any (i) options, warrants or other rights with respect to the capital stock of any Subsidiary, (ii) securities convertible into or exchangeable for shares of such capital stock or any other debt or equity security of any Subsidiary or (iii) other commitments of any kind for the issuance of additional shares of capital stock or any other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such securities.

   6. Due Authorization; No Conflicts. The Company has full corporate power and authority to enter into and perform this Agreement and each other agreement, instrument, and document required to be executed by the Company in connection herewith. The execution, delivery, and performance of this Agreement and such other agreements, instruments, and documents have been duly authorized by the Board of Directors of the Company. Each Seller has full power and authority to enter into and perform this Agreement and each other agreement, and document required to be executed by each Seller in connection herewith. This Agreement has been duly and validly executed and delivered by the Company and each of the Sellers and constitutes a valid and binding obligation of the Company and each of the Sellers enforceable in accordance with its terms. Upon its execution and delivery to Buyer, the Escrow Agreement shall have been duly and validly executed and delivered by the Company and the Sellers' Representative and shall constitute a valid and binding obligation of the Company and the Sellers' Representative enforceable in accordance with its terms. Upon their execution in accordance with Section 5.1(o) hereof, the Noncompetition Agreements (as hereinafter defined) shall have been duly and validly executed and delivered by each of the Sellers listed on Schedule 5.1(o) and shall constitute valid and binding obligations of each such Seller enforceable in accordance with their terms. None of the execution, delivery, and performance of this Agreement and, with respect to the Company and the Sellers' Representative only, the Escrow Agreement, by the Company, the Sellers' Representative and the Sellers, or the execution, delivery, and performance of the Noncompetition Agreements by the Sellers listed on Schedule 5.1(o), shall (a) violate any federal, state, county, or local law, rule, or regulation applicable to the Company, any Seller, or their respective properties, (b) violate or conflict with, or permit the cancellation of, any agreement to which the Company or any Seller, is a party, or by which any of them or any of their respective properties is bound, or result in the creation of any lien, security interest, charge, or encumbrance upon any of such properties, (c) permit the acceleration of the maturity of any indebtedness, or indebtedness secured by the property of, the Company or any Seller, or (d) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company. No action, consent, or approval of, or filing with, any governmental authority is required in connection with the execution, delivery, or performance of this Agreement (or any agreement or other document executed in connection herewith by the Company or any Seller) except for any filings described in Section 4.12 hereof.

   7. Financial Statements. The following Financial Statements (herein so called) of the Company have been delivered to Buyer by the Company:

      1. audited consolidated balance sheets, statements of income and cash flow, and statements of changes in financial position of the Company as of and for each of the years ended December 31, 1998, 1997 and 1996, together with, in each case, the notes thereto and the report of Kolquist Seitz & Goldman, certified public accountants with respect thereto (collectively, the "Audited Financial Statements"); and

      2. unaudited consolidated balance sheet, statements of income and cash flow, and statement of changes in financial position of the Company as of and for each of the nine months ended September 30, 1999 and 1998 (collectively, the "Interim Financial Statements").

      The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated and fairly present the financial position, results of operations, and changes in financial position of the Company as of the indicated dates and for the indicated periods (except, in the case of the Interim Financial Statements, for the absence of notes thereto and subject to normal year-end audit adjustments and accruals required to be made in the ordinary course of business which are not materially adverse to and are consistent with past practices of the Company). Except to the extent reflected or provided for in the balance sheet included in the Interim Financial Statements, the Company has no liabilities or obligations (whether absolute, contingent, or otherwise), other than open-account current liabilities incurred in the ordinary course of business subsequent to September 30, 1999; and neither the Company nor any Seller has knowledge of any basis for the assertion of any such liability or obligation. Since December 31, 1998, there has been no material adverse change in the financial position, assets, results of operations, or business of the Company. To the best knowledge of the Company and each of the Sellers, there are no pending or proposed statutes, rules, or regulations, nor any current or pending developments or circumstances, which could have a material adverse effect on the financial position, assets, results of operations, or business of the Company.

   8. Conduct of Business; Certain Actions. Except as set forth on Schedule 3.8 attached hereto, since September 30, 1999, the Company has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) paid or declared any dividend or distribution or purchased or retired any indebtedness from any holder of capital stock of the Company (a "Stockholder") and has not purchased, retired, or redeemed any capital stock from any Stockholder, (b) increased the compensation of any of the directors, officers, or key employees or sales representatives of the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Company, increased the compensation of any other employees or sales representatives of the Company, (c) made any capital expenditures exceeding $50,000 individually or $100,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $50,000 individually or $100,000 in the aggregate (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any Lien or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances to any party whatsoever, (g) suffered or permitted any Lien, to arise or be granted or created against or upon any of the assets of the Company, real or personal, tangible or intangible, (h) cancelled, waived, or released any of the Company's debts, rights, or claims against third parties, (i) amended the certificate of incorporation or bylaws of the Company, (j) made, paid or incurred (1) any severance or termination payment or obligation therefor with respect to any employee, consultant, or sales representative of the Company or (2) any legal, accounting and HSR Act filing fees, as to items (1) and (2) together, in excess $250,000 in the aggregate, (k) made any change in the method of accounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any entity, (n) amended or experienced a termination of any material contract, agreement, lease, franchise, or license to which the Company is a party, except in the ordinary course of business, (o) incurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, except in the ordinary course of business, (p) enter into any other material transaction except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(p) of this Section 3.8, (r) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (s) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, (t) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, the Company, (u) materially accelerated the collection of accounts receivable or decelerated payment of accounts payable, except in the ordinary course of business consistent with past practice, or (v) made or rescinded any material express or deemed election relating to Taxes, settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable law, made any change to any of its material methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return.
      
       

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