AGREEMENT AND PLAN OF MERGER

            THIS AGREEMENT AND PLAN OF MERGER, made this 17^th day of July, 2003, by and between F. RAY WEEMS ("R. Weems") and JANET WEEMS ("J. Weems")  (R. Weems and J. Weems are sometimes hereinafter referred to together as "Securityholders"), SOUTHERN MARYLAND CABLE, INC., a Maryland close corporation (the "Company"), PUROFLOW INCORPORATED, a Delaware corporation (the "Parent"), and PFLW/SMC ACQUISITION CORPORATION ("Subsidiary"), a Delaware corporation and a 100% subsidiary of Parent.

INTRODUCTORY STATEMENT

            A.        Securityholders collectively own fifty(50)shares of capital stock of the Company, which shares constitute all of the issued and outstanding capital stock (the "Stock") of the Company.

            B.         The Company provides inside premise wiring services to the federal government and underground and aerial construction services and splicing to major telecommunications and utilities customers.

            C.        Parent has agreed with the Securityholders for Parent to acquire the Company by means of a merger of the Company with and into Subsidiary, upon the terms and subject to the conditions set forth herein.

            D.        In furtherance of such acquisition, the Boards of Directors of Parent, Subsidiary and the Company have each approved the plan of merger to merge the Company with and into Subsidiary (the "Merger") in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL") and the Maryland General Corporation Law ("MGCL"), and upon the terms and subject to the conditions set forth here in.

            E.         Pursuant to the Merger, the record holders of each outstanding share of the Company's common stock, without par value, shall be entitled to receive the Merger Consideration (as defined in Section 2.1) so that upon receipt of the Merger Consideration, such share of the Stock shall be cancelled, all upon the terms and subject to the conditions set forth herein.

            NOW, THEREFORE, for and in consideration of the premises and the mutual representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do agree as follows:

DEFINITIONS

            The following terms when used in this AGREEMENT AND PLAN OF MERGER shall have the following meanings:

            "2002 Value of the Company" shall mean the value of the Company equal to the product of three (3) times the December 2002 12 Month Adjusted Cash Flow.

            "Accounts Receivable" means accounts receivable, notes due from all sources of the Company, and credits for returned or damaged merchandise.

            "Act" shall mean the Securities Act of 1933, as the same has been and shall be amended from time to time.

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            "Adverse Consequences" means all material actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and attorneys' fees and expenses, net of all tax savings and insurance proceeds actually received by an Indemnitee with respect to any of the foregoing.

            "Agreement" means this AGREEMENT AND PLAN OF MERGER.

            "Certificate of Merger" has the meaning set forth n Section 1.2 below.

            "Closing" means the transfer of the Stock to Subsidiary and the payment of the Purchase Price to Securityholders pursuant to this Agreement.

            "Closing Balance Sheet" shall mean the audited balance sheet and profit and loss statement of the Company for the period ending as of the Closing Date, as adjusted to present them on an accrual basis for a C corporation, prepared by the Company's Regular CPA, and accepted by the accounting firm of Ernst & Young.

            "Closing Date" means the date of Closing, established under Section 3 of this Agreement.

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

            "Company" means Southern Maryland Cable, Inc., and all of its subsidiaries and affiliates (unless the context clearly indicates otherwise), for all references prior to the Merger, and the Subsidiary, which will conduct the business of Southern Maryland Cable, Inc., after the Merger.

            "Company's Regular CPA" means the accounting firm of Sturn Wagner Lombardo & Co., LLC, the Company's regular independent certified public accountant

            "DGCL" has the meaning set forth in the introductory statement.

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            "December 2002 Audit" shall mean the audit of the Company for the twelve (12) month period ending December 31, 2002, prepared in accordance with GAAP by the Company's Regular CPA, and acceptable to the accounting firm of Ernst & Young.

            "December 2002 12 Month Adjusted Cash Flow" shall mean that value determined in accordance with GAAP and based on the December 2002 Audit, equal to the difference between (a) that number equal to the twelve (12) month net income of the Company as of December 31, 2002, adjusted by adding back (i) all deductions taken in determining such number, if any, for interest, depreciation, amortization and income taxes and (ii) the total compensation paid or earned by Senior Management during such period, and (b) the total annualized compensation agreed to by Senior Management for the twelve month period ending on the first anniversary of the Closing Date.

            "Employment Agreements" means the Employment Agreements to be executed by the Company, R. Weems, Maclin, Graybill, and the other key employees pursuant to Section 6.6 hereof.

            "Environmental, Health, and Safety Laws" means the United States federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with all other laws (including rules, regulations, codes, and judicial decisions thereunder of federal, state, local, and foreign governments and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of Hazardous Materials into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.

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            "Escrow Agreement" shall mean the Escrow Agreement executed by the Securityholders, Company and Parent pursuant to Sections 6.5 and 2.2(b) hereof.

            "Escrowed Purchase Price" shall mean that sum equal to $260,000.00 and placed in escrow pursuant to Section 2.2(b) hereof.

            "Escrow Release Date" shall have the meaning set forth in Section 2.2(b) hereof.

            "Extremely Hazardous Substance" has the meaning set forth in Section 302 of the Emergency Planning and Community Right-to-Know Act of 1986, as amended.

            "Filing Date" shall have the meaning set forth in Section 1.2 hereof.

            "Financial Statements" means collectively (i) the December 2002 Audit, (ii) the audited consolidated financial statements of the Company for the Company's fiscal year ending December 31, 2001, (iii) the internally generated consolidated financial statements of the Company for the twelve (12) month periods ending as of the last day of each month in calendar year 2003 from and including January through the month immediately preceding the month in which the Closing Date occurs, as reviewedby the Company's Regular CPA, and (iv) the Closing Balance Sheet, including in all cases the notes thereto, prepared by the Company's Regular CPA, and accepted by the accounting firm of Ernst & Young.  The Financial Statements shall be presented after making all appropriate adjustments required to present them on an accrual basis for a C corporation.

            "Fiscal Year 2004 Audit" shall have the meaning set forth in Section 2.2(b) hereof.       

            "GAAP" shall mean in accordance with generally accepted accounting principles, consistently applied.

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            "Graybill" shall mean Lori Graybill, an officer of the Company.

            "Gross Margin" shall mean the gross margin of the Company, based on the December 2002 Audit, determined by deducting from the revenues of the Company all direct material and labor costs and all other direct operating costs of the Company, including, but not limited to, all depreciation of the tangible assets used by the Company in generating such revenues.

            "Hazardous Materials" shall include, without limitation, any pollutants or other toxic or hazardous substances or any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste (including materials to be recycled, reconditioned or reclaimed), oil or petroleum flammable materials, explosives, radioactive materials, hazardous waste, hazardous or toxic substances, or related materials, asbestos requiring treatment as a matter of law, or any other substance or materials defined as hazardous or harmful, or requiring special treatment or special handling by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.), the Occupational Safety and Health Act of 1970 and the regulations adopted and publications promulgated pursuant thereto.

            "Initial Payment" shall mean the consideration paid at Closing, which is the amount equal to the difference between the 2002 Value of the Company and the Escrowed Purchase Price.

            "MGCL" has the meaning set forth in the introductory statement above.

            "Maclin" shall mean Brenda Maclin, an officer of the Company.

            "Main Facility Lease" shall have the meaning set forth in Section 4.9(b) hereof.

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            "Material Adverse Effect" shall mean any fact, circumstance or occurrence that has or could have, solely or together with any other previous or simultaneous fact, circumstance or occurrence, an adverse effect in excess of $75,000.

            "Merger" means the merger of the Company into Subsidiary.

            "Merger Consideration" means the aggregate consideration set forth in Section 2 hereof.

            "Net Worth" shall mean the total assets of the Company, reduced by any value placed on the intangible assets of the Company, including, but not limited to, goodwill, less the total liabilities of the Company as those terms are shown on the Financial Statements.

            "Puroflow" shall mean the Parent, Puroflow Incorporated, a Delaware corporation, with its principal offices located at One Church Street, Suite 302, Rockville, Maryland 20850, and its successors and assigns.

            "Senior Management" shall mean, for all references prior to the Merger, R. Weems, Maclin and Graybill, and, for all references after the Merger, those individuals or the persons who have the same duties or hold the same offices as those individuals. 

            "Stock" shall mean all of the authorized issued and outstanding capital stock of the Company, including all warrants, options, convertible securities or right (contingent or otherwise) to purchase or acquire stock of the Company.

            "Surviving Corporation" has the meaning set forth in Section 1.1 below.

            "Subsidiary" has the meaning set forth in the preface above.

            "R. Weems" shall mean F. Ray Weems, a stockholder, officer and director of the Company and a signatory to this Agreement.

            "J. Weems" shall mean Janet Weems, a stockholder, officer and director of the Company and a signatory to this Agreement. 

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SECTION 1

THE MERGER

            1.1       Effective Time.  On the Closing Date (as defined in Section 3), and subject to and upon the fulfillment or waiver of the terms and conditions of this Agreement, the DGCL and the MGCL, Parent shall, effective as of June 30, 2003 for internal accounting and reporting purposes, acquire the Company by means of the Company being merged with and into Subsidiary, whereby the separate corporate existence of the Company shall cease, and Subsidiary shall continue as the surviving corporation. Subsidiary as the surviving corporation after the Merger is hereinafter sometimes referred to as the "Surviving Corporation."

            1.2       Certificate of Merger.  On the Closing Date, assuming satisfaction or waiver of the conditions set forth in Section 6, the parties hereto shall cause the Merger to be consummated by filing Certificates of Merger as contemplated bythe DGCL and the MGCL (the "Certificates of Merger"), together with any required related certificates, with the Secretary of State of the State of Delaware, and the Secretary of State of the State of Maryland, respectively, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL and the MGCL.  The dateof filing of the respective Certificates of Merger shall be deemed the Filing Date.

            1.3       Effect of the Merger.  Upon the consummation of the Merger, the effect of the Merger shall be as provided in this Agreement, the Certificates of Merger and the applicable provisions of the DGCL and the MGCL.  Without limiting the generality of the foregoing, and subject thereto, upon the consummation of the Merger all the property, rights, privileges, powers and franchises of the Company and Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Subsidiary shall become the debts, liabilities and duties of the Surviving Corporation.

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            1.4       Certificate of Incorporation, By-Laws.

                        (i)         Certificate of Incorporation.  Unless otherwise determined by Parent prior to the Closing Date, upon the consummation of the Merger the Certificate of Incorporation of Subsidiary, as in effect immediately prior to the consummation of the Merger, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Certificate of Incorporation.

                        (ii)        By-Laws.  Unless otherwise determined by Parent prior to the consummation of the Merger, the By-Laws of Subsidiary, as in effect immediately prior to the Closing Date, shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with the DGCL, the Certificate of Incorporation of the Surviving Corporation and such By-Laws.

            1.5       Officers.  The officers of Subsidiary immediately prior to the consummation of the Merger, with the addition of R. Weems initially as Senior Operating Executive, shall be the initial officers of the Surviving Corporation, in each case until their respective successor are duly elected or appointed and qualified.

SECTION 2

MERGER CONSIDERATION

            2.1       Shares of Company.  As of the Filing Date, each share of Stock issued and outstanding as of the Closing Date, shall by virtue of the merger and without any action on the part of the holder thereof, be converted into the right to receive an amount per share in cash ("Merger Consideration"), without interest, determined in accordance with Sections 2.2 and 2.3.

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