ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is made as of September 9, 2004, by and between Quik Drive, U.S.A., Inc., a Tennessee corporation (Quik Drive USA), Quik Drive Canada Inc., an Ontario corporation (Quik Drive Canada), and G. Lyle Habermehl (Habermehl), on the one hand, and Simpson Strong-Tie Company Inc., a California corporation (Buyer), and Simpson Manufacturing Co., Inc., a Delaware corporation (Parent), on the other hand, with reference to the following facts:

Quik Drive USA, Quik Drive Canada and Quik Drive Australia Pty. Limited, a New South Wales corporation (Quik Drive Australia) (collectively, the Companies and, individually, a Company), are engaged in the business principally of developing, designing, manufacturing, marketing, distributing and selling collated screw fastening systems.  Habermehl owns of record and beneficially all of the issued and outstanding shares of capital stock of Quik Drive USA and Quik Drive Canada.  Quik Drive USA owns all of the issued and outstanding shares of capital stock of Quik Drive Australia (the Australia Shares).  Habermehl, Quik Drive USA and Quik Drive Canada are herein sometimes called, collectively, the Sellers and, individually, a Seller.

Buyer is engaged in the business principally of developing, designing, manufacturing, marketing, distributing and selling connectors, fasteners and other products used in the building construction industry.  Buyer is a wholly owned subsidiary of Parent.

Sellers desire to sell to Buyer or its designee(s) the Habermehl Patent Rights (as that term is defined in section 1.1.3(c)) and substantially all of the assets of Quik Drive USA and Quik Drive Canada (including the Australia Shares but excluding the Excluded Assets (as that term is defined in section 1.1.5)) (such assets and the Habermehl Patent Rights being herein collectively called the Assets), and Buyer desires to purchase or cause its designee(s) to purchase the Assets, as a going concern, although Sellers will continue to be liable for all, and Buyer and its designees will not assume or otherwise have any liability for any, of the debts or obligations of any of Sellers (except for the Assumed Liabilities (as that term is defined in section 1.2)), all as, and on the terms and conditions, hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein, Buyer and Sellers agree as follows:

1.                                       Purchase and Sale.  Subject to and in reliance on the representations, warranties and agreements of Sellers and Buyer and subject to the terms and conditions provided in this Agreement:

1.1                                 Assets.  At the Closing (as that term is defined in section 2.7), Buyer shall purchase from Sellers and Sellers shall sell and transfer to Buyer all of the Assets, as follows:

1.1.1                        Equipment and Furnishings.  All apparatuses, equipment, appliances, machines and machinery, devices, furniture, furnishings, tools, cloth and synthetic material goods, vehicles, fuel, spare parts and supplies (collectively, the Equipment);

1.1.2                        Inventory.  All inventory, whether held for sale or held for demonstration or as samples, including inventory in transit (Inventory);

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1.1.3                        Intangible Property.  All intangible property (Intangible Property), including, without limitation,

(a)                                  all right, title and interest of any Company in, to and under all leases, contracts and contract rights (including, without limitation, all licenses and license agreements) to which any Company is a party or which are for the benefit of any Company, and which are listed in Schedule 1.1.3(a) attached hereto (the Assigned Contracts); provided that Buyer shall not purchase or acquire any interest in, and the Assigned Contracts do not include, any contract or agreement that is not listed on Schedule 1.1.3(a);

(b)                                 all permits, authorizations and licenses, if any, applicable to any Company or its business and assignable by such Company (whether or not subject to the consent or approval of any third party);

(c)                                  all secret inventions, letters patent, patent applications, trade secrets, know-how and other intellectual property, including, without limitation, the patents and patent applications listed and described as being owned by any Company on Schedule 5.1.13 attached hereto (the Company Patent Rights) and the patents and patent applications listed and described as being owned by Habermehl on Schedule 5.1.13 attached hereto (the Habermehl Patent Rights and, together with the Company Patent Rights, the Patent Rights);

(d)                                 all copyrights, trademarks, service marks, trade names (including, without limitation, all right, title and interest in and to the trademarks, service marks, trade names and fictitious business names listed on Schedule 5.1.13 attached hereto), applications for the registration thereof, registrations thereof, and the goodwill associated therewith;

(e)                                  all judgments, orders, decrees, files, books, records, financial statements, tax returns, correspondence, instruments, plans, projections, data, information and documents of or relating to the Assets or the Companies businesses;

(f)                                    all prepaid deposits and expenses (the Prepaid Expenses);

(g)                                 all other accounts of any of the Companies (including, without limitation, accounts and notes receivable, but excluding accounts receivable that are Excluded Receivables, as that term is defined in section 1.1.5, and excluding other Assets described in this section 1.1) (the Accounts), and chattel paper, contract rights and general intangibles of any of the Companies;

(h)                                 all cash, certificates of deposit, bank accounts, brokerage accounts, money market accounts or similar accounts of any of the Companies (the Cash); and

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(i)                                     all goodwill of any of the Companies; and

1.1.4                        After-Acquired Assets.  All property used or useful in any Companys business and acquired by any Company after the date hereof.

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