ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT is entered into as of this 30th day of August 2004, by and between Huttig Building Products, Inc., a Delaware corporation (Huttig), and McCray Lumber Company, a Missouri corporation (the Buyer). Capitalized terms are defined in Article 1.

RECITALS

A. The Buyer desires to purchase the Purchased Assets and assume the Assumed Liabilities from Huttig, on the following terms and conditions; and

B. Huttig desires to sell the Purchased Assets, and to assign the Assumed Liabilities to the Buyer, on the following terms and conditions.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Without limiting the effect of any other terms defined in the text of this Agreement, the following words shall have the meaning given them in this Article 1:

1.1 Affiliate means, with respect to any Person, any other Person which is controlling, controlled by, or under common control with, directly or indirectly through any Person, the Person referred to, and, if the Person referred to is a natural person, any member of such Persons immediate family. The term control (including, with correlative meaning, the terms controlled by and under common control with) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.2 Agreement means this Agreement as executed on the date hereof and as amended or supplemented in accordance with the terms hereof, including the Disclosure Schedule and all Exhibits hereto.

1.3 Assumed Liabilities has the meaning set forth in Section 2.3.

1.4 Benefit Plans means all written material employee benefit plans and programs of Huttig (in respect of the Business) or otherwise applicable to Employees as of the date hereof, including plans and programs providing for pension, retirement, profit sharing, savings, bonus, deferred or incentive compensation, hospitalization, medical, life or disability insurance, vacation and paid holiday, termination or severance pay, restricted stock, stock option or stock appreciation rights benefit plans.

1.5 Business means the business of the Builder Resource Division of Huttig conducted at the Facilities, as such business has been conducted by Huttig on the date hereof.

1.6 Business Day means any day which is not a Saturday, Sunday or a legal holiday in the State of Missouri, United States of America.

1.7 Buyer has the meaning set forth in the preamble.

1.8 CIT Agreement has the meaning set forth in Section 2.14.

1.9 Closing means the consummation of the transactions contemplated by this Agreement, as provided for in Section 2.6.

1.10 Closing Date means August 30, 2004 or such other date as shall be mutually agreed upon by the Parties.

1.11 Closing Statement has the meaning set forth in Section 2.7.

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

1.13 Contract means any contract, lease, binding commitment, purchase order, or instrument to which Huttig (in respect of the Business) is a party or by which it is bound.

1.14 Delayed Equipment means all vehicles and equipment located at the Facilities that are subject to the Delayed Lease Agreements.

1.15 Delayed Lease Agreements has the meaning set forth in Section 2.14.

1.16 Disclosure Schedule means the schedule, dated the date hereof of exceptions to the representation and warranties made, and the listings of information provided, by Huttig hereunder.

1.17 Effective Time means the effective time of the Closing, which shall be deemed to be 12:00 a.m. Central Daylight Time on the Closing Date.

1.18 Employees means the individuals listed on Exhibit A, which shall be updated by Huttig and delivered to the Buyer at the Closing, who as of the date of this Agreement and, as such Exhibit may be updated, as of the Effective Time, are all of the employees of Huttig who are primarily employed in the Business.

1.19 Encumbrances means material mortgages, liens, charges, claims, security interests, easements or other encumbrances.

1.20 Environmental Law means all laws, regulations or orders relating to pollution or protection of the environment, and all permits, approvals, consents or other authorizations by or pursuant to any such laws, regulations, or orders.

1.21 Equipment Notice has the meaning set forth in Section 2.14.

1.22 Escrow Agent has the meaning set forth in Section 2.12.

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1.23 Escrowed Funds has the meaning set forth in Section 2.12.

1.24 Excluded Assets has the meaning set forth in Section 2.2.

1.25 Excluded Liabilities has the meaning set forth in Section 2.4.

1.26 Facilities means the facilities of the Business at the addresses listed on Exhibit B.

1.27 Financial Statements means the unaudited balance sheets of the Business as of December 31, 2002 and 2003 and the related unaudited statements of operations for the periods then ended, and the unaudited statement of operations for the 7-month period ended July 31, 2004.

1.28 GAAP means generally accepted accounting principles and practices which are used in the United States and recognized as such by the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, as in effect as of the date of this Agreement.

1.29 Huttig has the meaning set forth in the preamble.

1.30 IBM Agreement has the meaning set forth in Section 2.14.

1.31 Indemnifying Party has the meaning set forth in Section 9.3.

1.32 Indemnity Threshold has the meaning set forth in Section 9.6.

1.33 Injured Party has the meaning set forth in Section 9.3.

1.34 Knowledge or knowledge means a Persons actual knowledge (i.e., the conscious awareness of facts or other information) after due inquiry. The words know, knowing and known shall be construed accordingly. In the case of Huttig, Knowledge or knowledge means the knowledge of the persons listed on Exhibit C

1.35 Law means any statute, law, ordinance, decree, order, injunction, rule, directive, or regulation of any government or quasi-governmental authority, and includes rules and regulations of any regulatory or self-regulatory authority compliance with which is required by Law.

1.36 Leased Personal Property has the meaning set forth in Section 3.9.

1.37 Leased Real Property has the meaning set forth in Section 3.9.

1.38 Leases has the meaning set forth in Section 3.9.

1.39 Loss or Losses means each and all of the following items to the extent actually paid or incurred: losses, liabilities, damages, judgments, fines, costs, penalties, amounts paid in settlement and reasonable out-of-pocket costs and expenses incurred in connection therewith (including, without limitation, costs and expenses of suits and proceedings, and reasonable fees and

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disbursements of counsel), but net of any insurance proceeds received or receivable by the Injured Party with respect to such Losses and net of any tax benefit received or receivable by the Injured Party in respect of such Losses.

1.40 Master Leases has the meaning set forth in Section 2.14.

1.41 Material Adverse Effect means a material adverse effect on the assets, business, financial condition or results of operations of the Business taken as a whole, but shall not be deemed to include (i) any changes resulting from general economic, regulatory or political conditions, (ii) acts attributable to, omissions by or circumstances affecting the Buyer and/or its Affiliates, (iii) circumstances that affect the industries in which the Business operates generally, or (iv) any changes resulting from the announcement or pendency of the transactions provided for in this Agreement.

1.42 Material Contract has the meaning set forth in Section 3.12.

1.43 Maximum Indemnity Amount has the meaning set forth in Section 9.6.

1.44 Notice of Claim has the meaning set forth in Section 9.3.

1.45 Ordinary Course means, with respect to the Business, the ordinary course of commercial operations customarily engaged in by the Business.

1.46 Party means either Huttig or the Buyer, and Parties means both of them.

1.47 Permitted Encumbrances means, collectively, (a) Encumbrances that are disclosed in the Disclosure Schedule, (b) liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet delinquent or are being contested in good faith by appropriate proceedings, and (c) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of law for amounts which are owed, but not yet delinquent.

1.48 Person shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

1.49 Prepaid Expenses means all payments made and deposits with suppliers for inventory, goods and services used in the conduct of the Business which have not been delivered to the Business.

1.50 Proratable Items has the meaning set forth in Section 2.8(c).

1.51 Purchase Price has the meaning set forth in Section 2.5.

1.52 Purchased Assets has the meaning set forth in Section 2.1.

1.53 Records has the meaning set forth in Section 6.3.

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1.54 Retention Bonus Agreements means the phantom stock and retention bonus agreements listed in Exhibit D.

1.55 Ryder Agreement has the meaning set forth in Section 2.14.

1.56 Straddle Period means any taxable period or billing period that begins prior to and ends after the Effective Time.

1.57 Subleases has the meaning set forth in Section 6.8.

1.58 Taxes means all taxes, charges, fees, levies, or other like governmental assessments applicable to the Business that are assessed on income, capital, or property, in the countries in which it operates, including, without limitation, all material federal, possession, state, city, county and foreign (or governmental unit, agency, or political subdivision of any of the foregoing) income, profits, franchise, gross receipts, sales, use, transfer, stamp, occupation, property, capital, windfall profits, customs, duties, ad valorem, value-added and excise taxes; and all penalties, additions to tax and interest relating to any such taxes, or charges. Any one of the foregoing Taxes shall be referred to sometimes as a Tax.

1.59 Third-Party Claim has the meaning set forth in Section 9.4.

1.60 Transferred Employees means those Employees who accept employment with the Buyer or any of its Affiliates pursuant to Section 5.1.

1.61 Use Period has the meaning set forth in Section 2.14.

ARTICLE 2

PURCHASE AND SALE OF THE BUSINESS

2.1 Transfer of Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing and as of the Effective Time, Huttig shall sell, assign, transfer and convey to the Buyer and the Buyer shall purchase, acquire and accept from Huttig, all of Huttigs right, title and interest to and in all assets, properties and rights owned by Huttig as of the Effective Time that are located at the Facilities (other than the Excluded Assets) (the Purchased Assets), free and clear of all Encumbrances other than Permitted Encumbrances. The Purchased Assets shall include, but not be limited to:

(a) all equipment, machinery, supplies, vehicles, spare parts, tools, furniture and other tangible personal property owned by Huttig and set forth on Exhibit F;

(b) all inventory of Huttig with respect to the Business, including without limitation raw materials, works-in-progress and finished goods, whether stored at a Business location or stored at a third-party location or other location of Huttig;

(c) all Prepaid Expenses;

(d) all of Huttigs rights pursuant to the Contracts;

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(e) all customer and vendor lists to the extent relating primarily to the Business, and all files and documents to the extent relating solely to customers and vendors of the Business, and all other Records (whether in hard copy, computer format or any other storage media) to the extent relating primarily to the Business, provided, however, this information does not include any information owned by Huttig that is not related to the Business, including but not limited to customer and vendor lists or pricing information;

(f) all advertising, marketing, sales, creative and promotional materials relating primarily to the Business; and

(g) all warranties and all claims in respect of rights of set off against third parties, that relate primarily to the Purchased Assets.

2.2 Excluded Assets of the Business. Notwithstanding any provision in this Agreement to the contrary, the following assets of Huttig (the Excluded Assets) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Huttig after the Closing:

(a) all cash, cash equivalents, including without limitation, bank deposits, investments in money market funds, commercial paper funds, certificates of deposit, Treasury Bills and accrued interest thereon;

(b) all accounts receivable, promissory notes, and other amounts owed to Huttig in connection with the Business;

(c) the corporate minute books and records of Huttig;

(d) all refunds of Taxes and interest thereon received by, or credited against Tax liability of the Buyer or any Affiliate of the Buyer attributable to Taxes paid by Huttig or an Affiliate of Huttig for periods or portions thereof ending on or prior to the Effective Time;

(e) any assets utilized by Huttig in connection with businesses other than the Business, provided that such assets are not located at the Facilities or primarily used by the Business;

(f) all current and prior insurance policies; and any reimbursement for, or other benefit associated with prepaid insurance, and any rights associated with any prepaid expense for which the Buyer will not receive the benefit after the Effective Time, including without limitation any insurance proceeds with respect to events occurring prior to the Effective Time;

(g) all assets of any Benefit Plan;

(h) the Huttig and Builder Resource names and any derivations thereof;

(i) non-transferable software licenses;

(j) licenses, permits and government authorizations which by their terms are not transferable;

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(k) the Contracts and leases set forth on Exhibit E attached hereto; and

(l) any rights, claims or causes of action that Huttig may have against any Person arising from or related to the ownership or use of the Purchased Assets or operation of the Business before the Effective Time.

2.3 Liabilities to be Transferred with the Business. On the Closing Date, the Buyer shall assume and discharge when and as due only the following specifically enumerated debts, liabilities and obligations of Huttig, as of the Effective Time, arising out of or pertaining to the Business or the Purchased Assets (the Assumed Liabilities):

(a) all liabilities to suppliers for materials and services relating to the Business ordered in the Ordinary Course prior to the Effective Time, but scheduled to be delivered or provided thereafter, and all liabilities to customers under purchase orders for products of the Business which have not yet been shipped at the Effective Time;

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