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                                                                    EXHIBIT 10.2

          SHARE PURCHASE AGREEMENT
          11 January 2001


          between
          Simpson Strong-Tie(R) International, Inc.
          or its designee or affiliate


          and
          BMF Holding A/S



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     CONTENTS


                                                                                
1.   Definitions....................................................................   2
2.   Purchase Price.................................................................   4
3.   Incorporation of the company...................................................   6
4.   Subsidiaries...................................................................   7
5.   Authorised share capital, shares, distributions................................   7
6.   Financial statements...........................................................   8
7.   Net equity.....................................................................  10
8.   Assets.........................................................................  10
9.   Receivables and debts..........................................................  11
10.  Depreciations and provisions...................................................  12
11.  Off balance sheet commitments, guarantees, endorsements, security interests....  12
12.  Disputes.......................................................................  12
13.  Bankruptcy proceedings.........................................................  12
14.  Product claims.................................................................  13
15.  Insurance......................................................................  14
16.  Environmental Matters..........................................................  14
17.  Intellectual property rights (IPR) and IT......................................  15
18.  Taxes, social security contributions, customs..................................  16
19.  Real estate....................................................................  18
20.  Contracts......................................................................  18
21.  Outstanding amounts............................................................  19
22.  Employees/management...........................................................  19
23.  Competition law and legal regulations..........................................  21
24.  Due diligence..................................................................  22
25.  Confidentiality and press release..............................................  22
26.  Interim period.................................................................  23
27.  Powers.........................................................................  23
28.  Indemnification of the buyer and remedies......................................  24
29.  Buyer's intentions, representations and warranties.............................  25
30.  The future business of the company.............................................  26


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31.  Non-competition clause.........................................................  27
32.  Closing........................................................................  27
33.  Expenses.......................................................................  28
34.  Competition authorities........................................................  28
35.  Governing law and arbitration..................................................  28
36.  Counterparts...................................................................  28
37.  Schedules......................................................................  29


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             SHARE PURCHASE AGREEMENT

BETWEEN
             Simpson Strong-Tie(R) International, Inc.
             4120 Dublin Boulevard, Suite 400
             Dublin California 94568
             USA

             or its designee or affiliate

             ("the Buyer")

AND

             BMF Holding A/S
             Hedegardsvej 11
             Boulstrup
             DK-8300 Odder
             Danmark

             ("the Seller")

             regarding the shares in BMF Bygningsbeslag A/S




WHEREAS, BMF Bygningsbeslag A/S ("the Company") is a public limited liability
company (in Danish "aktieselskab") having its registered office at Hedegardsvej
11, Boulstrup, DK-8300 Odder, Denmark.

WHEREAS, the Seller is the owner of A-shares of a nominal value of DKK 300,000
and B-shares of a nominal value of DKK 3,200,000 or in total a share capital of
DKK 3,500,000. The differ-

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ence between the A-shares and the B-shares is that the A-shares have tenfold
voting rights compared to the B-shares;

WHEREAS, the Company's business is to produce and manufacture structural timber
metalwork;

WHEREAS, the Seller has the intention to sell to the Buyer and the Buyer has the
intention to buy from the Seller 100 percent of the shares of the Company (the
"Shares"), consisting of in total DKK 300,000 A-shares and DKK 3,200,000
B-shares;

WHEREAS, the Parties have signed a Letter of Intent on November 12, 2000;

WHEREAS, the Parties have agreed on the terms and conditions of such sale;

WHEREAS, the Buyer has had access to carry through a due diligence on the
Company in the period from the end of November 2000 to January 11, 2001.

NOW, THEREFORE, on the basis of the representations, warranties and agreements
contained in this Agreement, the Parties hereinafter agree as follows:


1.      DEFINITIONS


1.1     In this Agreement the following expressions are defined as follows,
        unless the context requires otherwise:

        a)     "Additional Purchase Price (1)" shall mean the additional
               purchase price for the Shares as set out in Clause 2.4.

        b)     "Additional Purchase Price (2)" shall mean the additional
               purchase price for the Shares as set out in Clause 2.5.

        c)     "Agreement" shall mean this Share Purchase Agreement.


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        d)     "Assets" shall mean

               (i)    all assets figuring or reflected in the Interim Balance

               (ii)   the IPR belonging to the Company and the Subsidiaries

               (iii)  other assets owned by the Company and the Subsidiaries and
                      which are not shown in the Interim Balance including
                      Assets which have been written of or expensed.

        e)     "Audited Financial Statements" shall mean the annual accounts of
               the Company for the financial years 1997, 1998 and 1999 (Schedule
               1) and the reviewed annual accounts of BMF Holzverbinder GmbH,
               Germany, for the financial years 1997, 1998 and 1999 and the non
               audited annual accounts for 1998 and 1999 for BMF Jutor SP.z.o.o.
               cf. Schedule 2.

        f)     "Closing" shall mean the completion of the sale and purchase of
               the Shares.

        g)     "Closing Date" shall mean 11 January 2001.

        h)     "Company" shall mean BMF Bygningsbeslag A/S, company reg. no. 65
               65 38 18.

        i)     "GADAP" shall mean Generally Accepted Danish Accounting
               Principles.

        j)     "Interim Balance" shall mean an interim balance sheet and profit
               and loss account of the Company and the Subsidiaries as at 30
               September 2000 reviewed by the Company's auditor
               (PricewaterhouseCoopers) including report on review of interim
               financial statements of 13 December 2000 on interim accounts
               prepared by the Company's auditor, cf. Schedule 3.

        k)     "IPR" shall mean intellectual property rights, including patents,
               utility patents, trademarks, registered design rights, copyright
               and know-how.

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        l)     "Net equity" shall mean the aggregate amount of the share capital
               and the retained profit as shown in the balance sheet of the
               Interim Balance.

        m)     "Party" or "Parties" shall mean the Buyer and the Seller or one
               of them individually.

        n)     "Purchase Price" shall mean the sum of the basic Purchase Prise,
               Additional Purchase Price (1) and Additional Purchase Price (2).

        o)     "Seller Represents" shall mean that the Seller informs the Buyer,
               based upon what the Seller knows or ought to have known upon due
               inquiry into the affairs of the Company. Seller's knowledge shall
               include any knowledge which Poul Bentsen and Henrik Bentsen
               personally may have and shall also include knowledge of any
               material matters which Henrik Bentsen and Poul Bentsen normally
               ought to have had as managers, and knowledge which they normally
               would have obtained upon due inquiry if any matters of the
               Company or of this Agreement would give reasonably cause for such
               inquiry.

        p)     "Shares" shall mean all shares of the Company at a nominal value
               of DKK 3.5 million in the Company and being the entire share
               capital of the Company.

        q)     "Subsidiaries" shall mean BMF Holzverbinder GmbH and BMF Jutor
               Spz.o.o.

2.      PURCHASE PRICE


2.1     The Purchase Price for the Shares consists of the basic purchase price,
        the Additional Purchase Price (1) and the Additional Purchase Price (2).

2.2     The Purchase Price shall be payable in three instalments.


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2.3     At Closing Date the basic purchase price DKK 100,000,000 (in writing
        Danish kroner one hundred million) shall be paid in cash by wire
        transfer to Sellers bank, account no. 5494 689377 (reg. no. 2191), in
        Unibank A/S, Copenhagen K.

2.4     If the profit before tax according to the financial statement for the
        financial year 2000 in the audited consolidated accounts for the Company
        is equal to or exceeding DKK 8,200,000 the Buyer shall pay Additional
        Purchase Price (1), DKK 10,000,000 (in writing Danish kroner ten
        million). The Additional Purchase Price (1) shall be paid 14 days after
        the financial statement is audited. If the profit before tax according
        to the financial statement for the financial year 2000 in the audited
        consolidated accounts is less than DKK 8,200,000 the Additional Purchase
        Price (1) shall be DKK 0 (in writing Danish kroner zero). The principles
        for calculating the profit before tax is outlined in Schedule 3 A.

        The Additional Purchase Price (1) shall be placed in an escrow account
        with Lett & Co. in the name of the Seller to be released to the Buyer or
        the Seller as applicable subject to the joint instruction from the Buyer
        and the Seller or an arbitration decision to this effect.. Interest
        accrued on the escrow account shall be released to the Buyer

2.5     If the operating profit according to the financial statement for the
        financial year 2001 in the audited consolidated accounts for the Company
        is equal to or exceeding DKK 12,000,000 the Buyer shall pay Additional
        Purchase Price (2), DKK 10,000,000 (in writing Danish kroner ten
        million). The Additional Purchase Price (2) shall be paid 14 days after
        the financial statement is audited, and with a 4% p.a. interest from the
        signing of this Agreement. If the operating profit according to the
        financial statement for the financial year 2001 in the audited
        consolidated accounts for the Company is less than DKK 12,000,000 the
        Additional Purchase Price (2) shall be DKK 0 (in writing Danish kroner
        zero). The principles for calculating the operating profit is outlined
        in Schedule 3 B.


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2.6     The audited consolidated accounts for the Company shall include the
        Company and the Subsidiaries and other subsidiaries, if any, that the
        Company may control.


2.7     If Simpson Strong-Tie International Inc. transfers the Agreement to a
        designee or affiliate Simpson Strong-Tie International Inc. guarantees
        the payment of the Additional Purchase Price (2).


2.8     Resolution regarding dividend for the Company for the accounting year
        1999 has been validly passed at the ordinary shareholders' meeting on 23
        May 2000 as reflected in the Audited Financial Statement of 1999 and
        paid to the Seller in the fall of 2000. Dividend, if any, for the fiscal
        year 2000 will not be decided until after the Closing Date and shall be
        decided by and for the benefit of the Buyer.

3.      INCORPORATION OF THE COMPANY


3.1     Seller warrants ("garanterer") that the Company has been duly
        incorporated and is lawfully established and existing in accordance with
        Danish law. Seller warrants that the copy of the Company's Articles of
        Association and the transcript from the Danish Commerce and Companies
        Agency (in Danish "Erhvervs-og Selskabsstyrelsen") attached as Schedule
        4 are true, correct and complete.

3.2     Seller warrants that the Company's Shareholders' Register and all other
        records which must be drawn up or kept by the Company in accordance with
        current laws and regulations are in good order, complete and exact and
        up to date on the date of signature of this Agreement with the only
        exception that minutes of the general meeting held in 1998 for the
        financial year 1997 have not been prepared.

3.3     Seller warrants that there are no reportable corporate changes regarding
        the Company that have not yet been registered with the Danish Commerce
        and Companies Agency.

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4.      SUBSIDIARIES


4.1     Seller warrants that the Company has the subsidiaries BMF Holzverbinder
        GmbH, Germany and BMF Jutor Sp.z.o.o, Poland.

4.2     Seller warrants that the Company owns shares of a nominal value of Euro
        150,000 of the shares in BMF Holzverbinder GmbH, company reg. no. HR.B.
        2587 representing the entire issued and outstanding share capital of the
        Company.

4.3     Seller warrants that the Company owns shares of a nominal value of PLZ
        130,500 of the shares in BMF Jutor Sp.z.o.o., company reg. no. DZ IAL B.
        53884 representing the entire issued and outstanding share capital of
        the Company.

4.4     Seller warrants that the Subsidiaries has been duly incorporated and are
        lawfully established and existing in accordance with German and Polish
        law respectively.

4.5     Seller warrants that the Shareholders Register for the Subsidiaries and
        all other records which must be drawn up or kept by the Company in
        accordance with current laws and regulations are in good order, complete
        and exact and up to date on the date of signature of this Agreement.

5.      AUTHORISED SHARE CAPITAL, SHARES, DISTRIBUTIONS


5.1     Seller warrants that the Company has an outstanding share capital of DKK
        3,500,000. Seller warrants that the Shares and the shares in the
        Subsidiaries are validly issued. Seller warrants that the Seller has a
        valid, unrestricted and transferable title to the Shares representing
        100 per cent of the share capital of the Company and 100 percent of the
        voting power in the Company, and that the Company has valid and
        unrestricted title to the shares in the Subsidiaries and all voting
        rights in the Subsidiaries. Seller warrants that the Shares and the
        shares in the Subsidiaries are free of all liens, beneficial interests,
        co-ownership, options, guarantees, appropriations, security inter-



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        ests, pledges, distraint, escrow, protective measures, encumbrances,
        priority rights, pre-emptive rights, prior consents or other rights,
        requests, claims or other restrictions whatsoever to the free
        transferability thereof.

5.2     Seller warrants that the Company has not at present issued any share
        certificates due to the fact that the Company in 1996 decided to
        withdraw the issued share certificates and such share certificates have
        been destroyed.

5.3     Seller warrants that BMF Holzverbinder GmbH has not at present issued
        any share certificates.

5.4     Seller warrants that BMF Jutor Sp.z.o.o. has not at present issued any
        share certificates.

5.5     Seller warrants that neither the Company nor the Subsidiaries have
        issued any debt convertible into shares and that neither the Company nor
        the Subsidiaries have issued any warrants or other rights to any person
        to subscribe for or acquire new shares in the Company and/or the
        Subsidiaries or granted any third party right to the profits of the
        Company and/or the Subsidiaries.

6.      FINANCIAL STATEMENTS


6.1     Seller warrants that the Audited Financial Statements (Schedule 1) and
        the Interim Balance (Schedule 3) give a true and fair view of the
        Company's and the Subsidiaries' operation and financial position as well
        as a true and fair view of the profit and losses of the Company and the
        Subsidiaries, and in the period from the Interim Balance to the signing
        of the Agreement there has been no indication that the Interim Balance
        does not give a true and fair view of the Company's and the
        Subsidiaries' operation and financial position. Seller warrants that
        from the date of the Interim Balance and to the signing of this
        Agreement, the Company and the Subsidiaries have acted in the ordinary
        course of business only, and that there has been no material changes in
        the financial position of the Company and/or the Subsidiaries at the
        signing of this

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        Agreement compared to the date of the Interim Balance. Seller informs
        that the fourth quarter of the year 2000 will result in a seasonal
        deficit of approx. DKK 2-4 million, which in light of the Company's past
        history is not out of the ordinary for the season.

6.2     Seller warrants that the Audited Financial Statements and Interim
        Balance have been prepared in accordance with the books and records of
        the Company and for the Company in accordance with the Danish Companies
        Account Act (in Danish "Arsregnskabsloven") and with GADAP and in
        accordance with the accounting principles specified in the Audited
        Financial Statements and the Interim Balance. Seller warrants that the
        Audited Financial Statements and the Interim Balance have been prepared
        using the same accounting principles throughout the period, unless
        otherwise expressly stated in the Audited Financial Statements or in the
        Interim Balance, and that the Company from the date of The Interim
        Balance has followed and throughout the period until payment mentioned
        in Clause 2.4 and 2.5 has been made will follow the same accounting
        principles.

6.3     Seller Represents that no liabilities, known or anticipated, exist as pr
        30 September 2000 except those fully disclosed to the Buyer or
        sufficiently provided for in the Interim Balance. Seller Represents that
        no further liabilities except for liabilities relating to the ordinary
        course of business have arisen since 30 September 2000.

6.4     Seller warrants that the annual accounts of the Company have since the
        incorporation of the Company in 1981 been certified by the Company's
        statutory auditors without qualifications.

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6.5     The Company's and the Subsidiaries' budget for the financial year 2001
        is attached as Schedule 5. The budget is based on a stand alone-scenario
        for the Company and the Subsidiaries. Seller warrants that the budget is
        based on the same accounting principles as the last of the Audited
        Financial Statements and the Interim Balance. The Seller Represents that
        the budget for the financial year 2001 (Schedule 5) in the Seller's
        opinion is realistic and should be reasonably obtainable.

7.      NET EQUITY


7.1     The Company is having a Net Equity of minimum DKK 60 million as at 30
        September 2000 according to the Interim Balance. Seller warrants that
        there has been no material reduction of the Net Equity from 30 September
        2000 to the signing of this Agreement except for the ordinary fourth
        quarter, cf. Clause 6.1 i.f.

8.      ASSETS


8.1     Seller warrants that all Assets are owned by the Company and the
        Subsidiaries and are free of liens or mortgages except as otherwise
        provided in Clause 19.2 and Schedule 22 and are in existence on the date
        of signature of this Agreement except otherwise provided in Schedule 6
        and all obsolete or deteriorated stocks have been fully written down in
        accordance with the accounting principles stipulated in the Interim
        Balance.

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8.2     Subject to Clause 16, Seller warrants that the Assets in all major
        aspects are legal, in legal use and in fair and good working condition,
        except normal wear and tear, and in general comply with all regulations
        for continued legal use. However, Seller Represents that at present
        there are eight machines for internal production use which are not
        CE-marked, due to the fact that there is no sufficient documentation to
        fulfil the requirements of the CE-marking directives. Seller Represents
        that it is possible to CE-mark the machines, and that this will involve
        external costs in the amount of DKK 100,000 as a maximum as well as
        internal costs, which have been accounted for in the Company's Budget
        for 2001(Schedule 5).

8.3     Seller warrants that the Assets comprise all the assets necessary for
        the continued conduct of the business of the Company and the
        Subsidiaries, except for the assets listed in Schedule 7 which are
        leased.

8.4     Seller warrants that the Assets in the Interim Balance are and will
        until Closing be recorded in accordance with the Danish Company Accounts
        Act (Arsregnskabsloven) and GADAP.

9.      RECEIVABLES AND DEBTS


9.1     Seller warrants that the Company does not owe any sum whatsoever and has
        not undertaken to pay any sum whatsoever to any of its shareholders,
        directors, employees, sales representatives, agents or distributors,
        whether past or present, or to any of their spouses, children or
        relatives or any person acting on their behalf or any legal entity in
        which the Seller, directly or indirectly, holds more than 10% of the
        shares or the voting rights, otherwise than in payment for services
        provided on arm's length terms.

        Buyer is aware of the pension amounts to be paid in for Poul and Henrik
        Bentsen for the year 2000 which amounts have been taken into account in
        the Interim Balance, cf. Schedule 3.


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10.     DEPRECIATIONS AND PROVISIONS


10.1    Seller warrants that the depreciations and provisions in the Audited
        Financial Statements and in the Interim Balance are adequate and have
        been determined in accordance with applicable laws, regulations and
        trade practices and with GADAP and the principles of conservatism and
        sound management.

11.     OFF BALANCE SHEET COMMITMENTS, GUARANTEES, ENDORSEMENTS, SECURITY
        INTERESTS


11.1    Seller Represents that there are at the signing of this Agreement no off
        balance sheet commitments not included or mentioned in the Interim
        Balance.

11.2    Seller warrants that the Company and the Subsidiaries have not given and
        will not give before Closing, unless as accepted in writing by the
        Buyer, any guarantee (except from product guarantees given in the
        ordinary course of business) security interest or endorsement relating
        to the fulfilment of obligations contracted by third parties (including
        by its shareholders, directors or employees).

12.     DISPUTES


12.1    Seller warrants that except as set forth in Schedule 8, neither the
        Company nor the Subsidiaries are currently involved in any litigation or
        disputed claims in court or in any administrative or arbitration
        proceedings and Seller Represents that no claims that may entail such
        litigation or proceedings are threatened.

12.2    Seller warrants that neither the Company nor the Subsidiaries are in
        default under any judgement or order of any court, arbitrator or
        administrative authority.


13.     BANKRUPTCY PROCEEDINGS


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13.1    Seller warrants that the Company and the Subsidiaries are not insolvent
        and are not concerned by any receivership or liquidation subject to
        court supervision or any conciliation, voluntary settlement or other
        bankruptcy proceedings provided for under current law.

        The Seller has informed the Buyer that the equity of BMF Jutor Sp.z.o.o.
        is negative according to the Interim Balance, cf. Schedule 3 and that
        the Company has planned to convert a part of the Company's outstanding
        amount in BMF Jutor Sp.Z.o.o. to share capital which decision will be
        made in connection with the financial reporting for 2000.

13.2    Subject to Clause 13.1 Seller warrants that there is nothing, at the
        date hereof, to lead one to believe that the Company or the Subsidiaries
        may subsequently be insolvent or be concerned by any bankruptcy
        proceedings.

14.     PRODUCT CLAIMS


14.1    Seller warrants that there are no current, known product claims with
        regard to products manufactured, assembled or sold by the Company and/or
        the Subsidiaries, and that Seller is not aware of facts on which such a
        claim could be based except as shown in Schedule 9.

14.2    With regard to the Munch Stal A/S case (as described in Schedule 9,
        Articles A and C), Seller warrants that the Company shall not incur
        further costs as a result of the defective steel supply from Munch Stal
        A/S, except for costs related to the Company's own risk deductible under
        the product liability insurance, in-company time spent by the Company's
        employees and legal expenses for the Company's attorneys which shall be
        borne by the Company.

14.3    With regard to the problem with the defective "cantilevers", in Danish
        "Gerberbeslag" (as described in Schedule 9, Article A) Seller warrants
        that the Company shall not incur further costs as a result of the
        defective cantilevers, except for costs related to

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        the Company's own risk deductible under the product liability insurance,
        in-company time spent by the Company's employees and legal expenses for
        the Company's attorneys which shall be borne by the Company.

14.4    With regard to the case with Tibnor A/S regarding defective
        galvanization (as described in Schedule 9 Article D), Seller warrants
        that the Company shall not incur further costs, except for cost related
        to the Company's own risk deductible under the product liability
        insurance, in-company time spent by the Company's employees and legal
        expenses for the Company's attorneys which shall be borne by the
        Company.

14.5    Seller Represents that a spot test procedure of the existing stock of
        screws, in Danish "beslagskruer", has been performed. Seller finds that
        the spot test has been a sufficient test of the supply of defective
        screws.

14.6    Schedule 10 shows a transcript from the Company's insurance company
        showing the product claims raised by the Company and the Subsidiaries
        against the insurance company. Seller warrants that there have been no
        material product claims for the last 5 years except as listed in
        Schedule 9-10.

15.     INSURANCE


15.1    Seller warrants that the Company and the Subsidiaries are insured under
        the insurance policies shown in Schedule 11. Seller Represents that such
        insurance is normal based on the Company's and the Subsidiaries
        operations and in Seller's opinion and in the opinion of the Board of
        Directors of the Company is adequate and normal.

16.     ENVIRONMENTAL MATTERS


16.1    Seller Represents that the Company and the Subsidiaries have complied
        and are in compliance with all the relevant environmental laws and
        regulations in all material respects.

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16.2    Seller Represents that there are no judicial or administrative
        proceedings or investigations pending regarding environmental matters
        relating to the Company and/or the Subsidiaries and threatened against
        the Company and/or the Subsidiaries.

16.3    Seller Represents that there is no pollution on the properties of the
        Company and the Subsidiaries or resulting from their activities, and
        that no environmental works or cleaning up are required, apart from
        pollution (if any) expressly mentioned in the environmental
        investigation report by Carl Bro A/S of 18 December 2000 and the
        Technical note by Carl Bro A/S of 8 January 2001, Schedule 12.

16.4    Seller informs and Buyer accepts that for a short period galvanization
        has been made on the premises of the Company, cf. Schedule 13.

16.5    Buyer accepts that Buyer cannot claim proportionate reduction in the
        Purchase Price ("forholdsmaessigt afslag") due to environmental matters
        and that Buyer may only raise any claims related to environmental
        matters if such claim is based on breach of any of Seller's
        representations.

17.     INTELLECTUAL PROPERTY RIGHTS (IPR) AND IT


17.1    Seller warrants that the IPR listed in Schedule 14 has been registered.
        The Seller Represents that the Company has the sufficient IPR to carry
        out the current production and sale in the Company and the Subsidiaries.
        Seller warrants that IPR owned by the Company are free of any liens,
        mortgages and license rights, except as disclosed in Schedule 15.

17.2    Seller warrants that the Company is not bound by any contract or any
        agreement concerning IPR or by any contract entered into with one or
        more employees concerning their inventions.

17.3    Seller Represents that the Company has made contracts with suppliers of
        software and hardware as described in Schedule 16 and has a license to
        use all software used

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        by the Company at present.

17.4    Seller Represents that the Company and the Subsidiaries do not infringe
        any third party IPR except as provided in Schedule 17.

17.5    Seller Represents that the IPR belonging to the Company and the
        Subsidiaries is not violated by third party except as provided in
        Schedule 18.

17.6    Seller Represents that neither the Company nor the Subsidiaries are
        parties to any claims or disputes regarding IPR except as described in
        Schedule 19.

17.7    The name of the Company shall continue to be BMF Bygningsbeslag A/S
        until 31 January 2003 unless otherwise agreed between the Buyer and the
        Seller.

17.8    Seller accepts that BMF Holzverbinder GmbH shall be named BMF Simpson
        GmbH and thus both the logo of the Company and the Buyer shall be used.

17.9    Seller Represents that the management information system of the Company
        is running and no new investment is necessary to the basic system at the
        current level except if the Company decides to have extra
        functionalities.

18.     TAXES, SOCIAL SECURITY CONTRIBUTIONS, CUSTOMS


18.1    Seller warrants that the Company and the Subsidiaries have duly paid to
        the relevant government authorities within the required time limits all
        the taxes, contributions, duties, other tax, special tax, social
        security or customs expenses owed by it. It does not owe any fine or
        interest on late payments.

        However, Seller has informed Buyer that there might be a problem with
        regard to Polish stamp duty.

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18.2    Seller warrants that the Company and the Subsidiaries have duly filed
        all information required under Danish tax law.

18.3    Seller warrants that the provisions for taxes, contributions, duties
        including Polish stamp duties and fines for not paying in due time,
        other tax, special tax, social security and customs expenses, such as
        they are included in the Interim Balance and in the Audited Financial
        Statements for the years up to 30 September 2000, are exact and
        cumulatively sufficient for that period, except as disclosed in Schedule
        20 and except the item DKK 523,000 for tax owed mentioned in
        PricewaterhouseCoopers' report included in the Interim Balance (Schedule
        3).

18.4    Seller warrants that the Company is not the subject of any tax
        assessment, any request or investigation by the tax authorities and
        Seller represents that no such assessment, request or investigation is
        threatened. Seller warrants that no proceeding by any court or
        administrative or governmental body is pending and Seller Represents
        that no proceedings are threatened with respect to any taxes due from or
        relating to the Company.

18.5    If the authorities intend to change the tax assessment of the Company
        and the Subsidiaries (or other assessment comprised by Clause 18) the
        Buyer shall procure the Company to contest at the Company's expense such
        proposed change by the authorities' assessment, provided that such
        procedure in the opinion of the Company's lawyer or auditor is likely to
        be won by the Company and/or the Subsidiaries.

18.6    Seller warrants that the Company and the Subsidiaries are not jointly
        taxed at present. However, Seller warrants that the Company and BMF
        Holzverbinder GmbH have been jointly taxed in the period 1 January 1993
        up to and including 31 December 1998 and that the cessation of the joint
        taxation has not and will not affect the Company or the Subsidiaries in
        any way which has not already been reflected in the Audited Financial
        Statements, the Interim Balance or in Schedule 20.

                                       17
   21

18.7    Seller warrants that the Company and its subsidiary BMF Holzverbinder
        GmbH have no corporate or other tax exposures arising from the
        resolution to increase the share capital of BMF Holzverbinder GmbH by
        DEM 1,000,000 that was approved on 2 July 1999 and that has not yet been
        finally registered.

19.     REAL ESTATE


19.1    Seller warrants that the Company's and the Subsidiary's real estate (cf.
        Schedule 21) is used legally and is in good condition, except normal
        wear and tear.

19.2    Seller warrants that the real estate is free from liens and mortgages
        except as provided in Schedule 22 and the Audited Financial Statements
        and the Interim Balance.

19.3    Seller warrants that neither the Company nor the Subsidiaries' are party
        to any lease agreements as lessee or lessor except as listed in Schedule
        23.

19.4    The Company owns some farm land. The Company shall be obliged to have
        the farm land transferred from the rural zone into the urban zone (which
        can take place as soon as the local development plan has been finalized)
        or otherwise sell the land, cf. Schedule 24.

19.5    Buyer has been informed that the Company is preparing the purchase of a
        site in Poland with a view to building its own office and storage
        facilities. The Buyer is aware of these preparations and the Seller
        acknowledges that a final purchase must be approved by the Board of
        Directors of the Company.

20.     CONTRACTS


20.1    Seller warrants that all major contracts of the Company and the
        Subsidiaries are listed in Schedule 25.

                                       18
   22

20.2    Seller Represents that all contracts and agreements not listed in
        Schedule 25 have been entered into on normal terms in the ordinary
        course of business.

20.3    Seller Represents that neither the Company nor the Subsidiaries are in
        breach of any term or obligation under any contract or agreement to
        which the Company or the Subsidiaries are a party.

20.4    Seller Represents that there are no change of control clause in any of
        the Company and/or the Subsidiaries' contracts and that the transfer of
        the Shares will not cause any breach under or termination of any
        material contract or agreement of the Company or the Subsidiaries.

21.     OUTSTANDING AMOUNTS


21.1    Seller warrants that outstanding amounts have been and will until
        Closing be posted in the Interim Balance in line with GADAP and in
        accordance with the usual accounting principles and has been recorded in
        line with past practice. The composition of the outstanding amounts does
        not differ from past practice.

22.     EMPLOYEES/MANAGEMENT


22.1    Seller warrants that all the Company's and the Subsidiaries' employees
        as at 1 December 2000 are listed in Schedule 26 which includes date of
        employment. Other relevant information regarding the terms and
        conditions upon which they are employed with the Company and the
        Subsidiaries including salary and pension obligations, terms of notice
        and other important salary accessories is listed in Schedule 27-29 .
        Employees considered as key employees are identified in Schedule 27 and
        Schedule 29. The Buyer is aware that due to seasonal variations in the
        turnover there are more employees in the Company in the summer period
        than in the winter period.

22.2    Except as set forth in Schedule 27 and Schedule 29 Seller warrants that
        the Company has not granted any benefits to its employees which go
        beyond what follows

                                       19
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        from applicable collective bargaining agreements (Schedule 28) and/or
        the Danish Salaried Employees Act (in Danish "Funktionaerloven").

22.3    The Buyer is under an obligation to employ the present managing
        directors Mr Poul Bentsen and Mr Henrik Bentsen on the terms stipulated
        in the service agreements, cf. Schedule 29.

        Mr Poul Bentsen and Mr Henrik Bentsen shall be a key part of the Buyer's
        European management team.

In      this connection the Buyer recognizes that Mr Henrik Bentsen's interest
        in factory automation and product development could have real benefits
        and involvement with all of the Buyer's European operations. In
        addition, the Buyer recognizes that Mr Poul Bentsen will have a valuable
        insight into other possible sales opportunities and assistance with the
        Simpson Group's strategic plans for the European market.

22.4    Seller warrants that the Company has not received any notice of any key
        employee to leave the Company and/or the Subsidiaries and the Seller
        Represents that it is not aware of any intention of them to give such
        notice.

22.5    Seller warrants that no present or previous employee of the Company
        and/or the Subsidiaries has any claim against the Company arising out of
        any breach by the Company of any of its obligations towards such
        employee, except the claims mentioned in Schedule 30. Seller warrants
        that no previous employee has submitted any claim for redundancy
        payment, damages or other compensation as a result of the termination of
        his/hers employment with the Company and/or the Subsidiaries.

22.6    Seller warrants that all provisions for pension contributions, holiday
        payments or allowances or other compensation or payments owed by the
        Company or the Subsidiaries to past or present employees as at 30
        September 2000 have been included in the Interim Balance. Seller
        warrants that a list of provisions for pension contributions, holiday
        payments or allowances or other compensation or payments owed by the

                                       20
   24


        Company or the Subsidiaries to past or present employees as at 30
        November 2000 is enclosed as Schedule 31, and that since this date and
        until signing of this Agreement there has been no material change in the
        amounts owed except in the ordinary course of business and in accordance
        with past practice.

22.7    An extraordinary general meeting shall be convened in the Company
        without delay after Closing to appoint a new Board of Directors of the
        Company. It is agreed between the Parties that the Board in the first
        two years after Closing shall be appointed by the Buyer and in such a
        way that three persons shall be appointed in accordance with the
        nomination by the Seller which appointment shall not be unreasonably
        withheld and two persons shall be appointed in accordance with the
        nomination by the Buyer. In addition, according to Danish rules, up to
        three employees shall be Board members.

        After Closing the Board of Directors for the first term shall consist of
        the persons listed in Schedule 32.

        Board meetings shall be held at least three times a year. Simpson's
        agreement will be required on the Board of Directors for certain major
        and specific board matters as budget and budget procedure and salary
        level and strategic decisions for the Company and the Subsidiaries which
        would include as a minimum: Proposed business and real estate
        acquisitions, lease or debt obligations in excess of 1/2 million DKK,
        capital expenditures in excess of 1/2 million DKK, director and key
        management compensation.

23.     COMPETITION LAW AND LEGAL REGULATIONS


23.1    Subject to Schedule 33 Seller warrants that the Company and the
        Subsidiaries have not entered into agreements with any third party and
        is not engaged in any practice violating any provisions of applicable
        competition law. However, the Company rebate system as described in
        Schedule 33 is structured as usual within the business.

                                       21
   25

23.2    The Parties agree that the Company and the Subsidiaries shall in the
        future in accordance with the instructions given by the Board of
        Directors of the Company comply with the competition law if this is not
        already the case. It is also agreed that the members of the Board of
        Directors of the Company appointed by the Seller shall be under an
        obligation to vote in the same manner as board members appointed by the
        Buyer in matters regarding competition law issues.

23.3    Seller warrants that, the Company and the Subsidiaries are in compliance
        with all applicable legal regulations in all material respects.

24.     DUE DILIGENCE


24.1    The Buyer has made a comprehensive due diligence review. Seller
        Represents that the information disclosed in the due diligence process
        has been for the information disclosed accurate, complete and precise in
        all major aspects and the information passed on by the Seller gives a
        fair and accurate picture of the Company's affairs.

24.2    A copy of all documents submitted by the Seller to the Buyer in the due
        diligence process will at the signing of the Agreement be placed in
        boxes under common seal of the Parties and shall be kept, seal unbroken,
        by Kromann Reumert for at least five years following Closing. Either
        Party shall upon due notification of the other Party be allowed access
        to the documentation in case of any dispute between the Parties related
        to this Agreement. See Schedule 33a.

25.     CONFIDENTIALITY AND PRESS RELEASE


25.1    Except if required by law, no public announcement or other disclosure to
        any third party concerning the contents of this Agreement and the
        negotiations between the Parties shall be made without the prior written
        approval of the other Party. Such approval shall not be unreasonably
        withheld. However, the Seller accepts that the Buyer is obliged to
        announce the proposed transaction to the SEC after the Agreement has
        been signed. Therefore, after the Agreement has been signed both Parties
        will issue a

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   26

        press release and for the Company customer information as well. Each
        Party's press release and the Company's customer information shall be
        approved by the other Party and such approval shall not be unreasonably
        withheld.

26.     INTERIM PERIOD


26.1    Seller warrants that the Company and the Subsidiaries have since 30
        September 2000 carried out and will carry out until the Closing Date its
        activities solely in the normal and usual course of business, with care
        and responsibility, so as to protect its relations and reputation
        vis-a-vis third parties, the public authorities and any other persons
        maintaining business relations with the Company and the Subsidiaries.

26.2    All warranties and representations of the Seller under this Agreement
        shall be deemed given or reiterated at Closing, and in so far as a
        warranty or representation is made with respect to the situation at the
        date of the signing of this Agreement it shall be deemed to apply also
        at Closing Date, unless the Seller no later than the day before Closing
        Date at 6.00 p.m. local Danish time informs the Buyer in writing that a
        certain warranty or representation due to facts of which the Seller was
        not aware at the signing cannot be given or apply at Closing Date. If
        the Buyer receives such notice, the Buyer shall at its discretion be
        entitled to terminate this Agreement forthwith, and neither Party shall
        be liable to the other due to such termination. However the Buyer shall
        not be entitled to terminate this Agreement due to subjects of
        insignificant nature.

27.     POWERS


27.1    Schedule 34 lists the names and addresses of each person who has
        received a general or special power of attorney from the Company or its
        legal representatives, including any power concerning the Company's bank
        accounts.

        The Company's bank accounts are listed in Schedule 35.

                                       23
   27

28.     INDEMNIFICATION OF THE BUYER AND REMEDIES


28.1    Seller shall not be liable for the breach of this Agreement to the
        extent that the facts which would result in the breach are disclosed in
        any of the Appendices to this Agreement or Seller proves that the
        information has come to the Buyer's knowledge as a result of the
        discussions and negotiations from June 2000 up to signing the Letter of
        Intent and in the period from signing the Letter of Intent to signing
        this Agreement, provided that such disclosure is sufficiently detailed
        and comprehensive in order to enable the Buyer to reliably assess the
        risk and the possible damage or loss which may result from such facts.

28.2    No liability shall arise in respect of any breach of any warranties or
        otherwise

        (i)    if and to the extent that any claim occurs as the result of any
               legislation not in force at the time hereof, or which takes
               effect retrospectively or occurs as a result of any increase in
               the rate of tax in force on the date hereof or any change in the
               legal practice of the relevant tax authorities;

        (ii)   which will not have arisen but for the intentional negligent act
               or omission carried out by the Buyer, or any other person
               deriving title from the Buyer, after Closing Date;

        (iii)  in respect of any deficiency or cost which is recoverable under a
               policy of insurance in force on the Closing Date for the Company
               and/or the Subsidiaries, provided that the Company shall be
               reimbursed any capital value of the potential increase in the
               premium and own risk deductible, if any;

        (iv)   if any individual claim raised by the Buyer against the Seller
               has the value of less than DKK 250,000;

        (v)    if the aggregated amount of claims raised by the Buyer against
               the Seller is less than DKK 2.15 million.

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   28

        The limitations of indents (iv) and (v) shall not apply to any claim
        under Clause 18 of this Agreement. Such claims may be raised regardless
        of individual size or aggregate amounts and without any time bar.

28.3    For product claims according to Clause 14.2-14.4 Clause 28.2 (iv) shall
        mean that with respect to a specific product defect the Buyer shall be
        entitled to combine claims raised on the basis of the same product
        defect and consider such claims as one claim as regards the amount of
        money claimed.

28.4    Any claim under the Agreement shall be raised within three years after
        the Closing Date, except for tax claims. If a claim has not been raised
        within three years after the Closing Date (except for tax claims) such
        claim cannot be validly raised against the Seller.

28.5    The limitations according to Clause 28.2(iv) and (v) and Clause 28.4
        shall not apply with respect to any claim relating to Seller's title to
        the Shares or in case of any act or information of Seller which is
        fraudulent or intentionally misleading.

28.6    The time bar according to Clause 28.4 shall not apply with respect to
        product claims according to Clause 14.2-14.4. Any such product claims
        shall be raised within five years after the Closing Date. If a product
        claim according to Clause 14.2-14.4 has not been raised within five
        years after the Closing Date such claim cannot be validly raised against
        Seller.

29.     BUYER'S INTENTIONS, REPRESENTATIONS AND WARRANTIES


                                       25
   29

29.1    The Parties agree that there are favourable advantages to maintain
        production in Denmark. Therefore, there is no intention to move
        production from Boulstrup. It is the Buyer`s intention to have the
        production facilities in Boulstrup operate as a key production unit for
        the Buyer's activities in North and Central Europe. Bulldog-Simpson's
        long term relationship with production in Norway is an exception.

29.2    The Buyer warrants that it will maintain production in Boulstrup at
        least until December 31, 2005, except, if due to deteriorating market
        and competitive conditions, the Company incurs losses at the operating
        profit level (excluding goodwill and interest from the acquisition) for
        two consecutive years. It is also agreed that this warranty does not
        prevent the Buyer from moving a product/production line to another
        country (e.g. Poland) if it is the most advantageous for the Simpson
        Group as a whole. If market conditions make it necessary, the Company
        will make redundancies to reduce production.

29.3    The Buyer shall provide a statement from the Board of Simpson
        Manufacturing Company Inc. stating that the Simpson group of companies
        intends to maintain its European activities at least until December 31,
        2005.

30.     THE FUTURE BUSINESS OF THE COMPANY


30.1    It is agreed that where practicable and where it is for the best
        advantage for the overall European operations of the Simpson Group, any
        current and future activities within the part of Europe listed in the
        enclosed Schedule 36 within the product area of standard connectors for
        timber and masonry (hangers, brackets, straps, etc.) will within the
        limits of the competition law be carried out by the Company and/or the
        Subsidiaries.

30.2    The future strategy of the Company is focused on continued growth and
        development of both existing and new markets through both organic growth
        and acquisition of competing and/or related companies.

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30.3    The Buyer agrees subject to Buyer's purchase of the remaining shares in
        Bulldog-Simpson GmbH to consolidate Bulldog-Simpson GmbH, Simpson's
        sales company in Germany, with the Company's and/or the Subsidiaries'
        sales activities in Germany in a single operation, provided that this is
        in the best interest of the Simpson Group from a legal and financial
        point of view.

30.4    The Parties agree that if the Company takes over
        GH-Baubeschlage-Hartmann GmbH, the German company shall be merged with
        BMF Holzverbinder GmbH (or coordinated in a similar way). If the Buyer
        takes over GH-Baubeschlage-Hartmann GmbH, GH-Baube-schlage-Hartmann
        GmbH's future activities shall be consolidated with the activities of
        the Company and/or the Subsidiaries provided that this is in the best
        interest of the Simpson Group from a legal and financial point of view.

30.5    The provisions of this Clause 30 shall be subject to further review in
        the light of competition law. If this review shows that the proposed
        provisions conflict with competition law, the Parties shall agree on
        terms which are as close as possible to the provisions of this Clause 30
        and which may be validly agreed upon according to competition law.

31.     NON-COMPETITION CLAUSE


31.1    For a period of two years after Closing Date the Seller undertakes not
        to have any direct or indirect financial or business interest whether in
        any form of business in Europe (except for passive investment in stocks
        listed on a public stock exchange) which competes with the current
        activities of the Company.

32.     CLOSING


32.1    The Closing shall take place at the offices of Kromann Reumert, Arhus on
        Closing Date or such other place or time as the Parties may agree.

32.2    At the Closing,

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        a)     Buyer shall cause the basic purchase price to be paid to the
               Seller in accordance with Clause 2.1 above,

        b)     Seller shall deliver to Buyer a resolution of the Board of
               Directors of the Company approving the transfer of the Shares to
               the Buyer;

        c)     Seller shall deliver to Buyer (i) duly updated Shareholders'
               Register for the Company; (ii) the Company's Minutes Book,
               Auditing Protocol, and all other corporate books.

33.     EXPENSES


33.1    Each Party shall bear its own expenses with respect to this transaction.

34.     COMPETITION AUTHORITIES


34.1    Seller is of the opinion that it is not necessary to notify the Danish
        and German competition authorities about this transaction whereas the
        Buyer shall bear the responsibility for handling any notification to or
        approval from competition authorities in any other countries, except
        from Norway which is handled by Seller.

35.     GOVERNING LAW AND ARBITRATION


35.1    This Agreement shall be governed by and construed in accordance with
        Danish law.

35.2    Any dispute or claim arising out of or in connection with this Agreement
        shall be settled by arbitration in accordance with the "Rules of
        Procedure of the Danish Institute of Arbitration (Copenhagen
        Arbitration)". The arbitration tribunal shall be composed by three
        arbitrators. The place of arbitration shall be Copenhagen and the
        language of the proceedings, including any written pleadings, shall be
        English.

36.     COUNTERPARTS


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36.1    This Agreement is signed in two original copies, one for each of the
        Parties.

37.     SCHEDULES


        Schedule 1:  Annual Accounts

        Schedule 2:  Accounts for the Subsidiaries

        Schedule 3:  Interim Balance

        Schedule 3A: Definition of profit before tax

        Schedule 3B: Definition of operating profit

        Schedule 4:  The Company's Articles of Association and transcript from
                     the Danish Commerce and Companies Agency

        Schedule 5:  The Company's Budget for 2001

        Schedule 6:  Assets sold etc. Schedule 7: Leased equipment

        Schedule 8:  Litigation

        Schedule 9:  Product claims

        Schedule 10: Insurance claims

        Schedule 11: Insurance policies

        Schedule 12: Report by Carl Bro A/S of 18 December 2000 and Technical
                     note of 8 January 2001

        Schedule 13: Memorandum on galvanization

        Schedule 14: Registered IPR

        Schedule 15: IPR rights to which third party has restricted rights

        Schedule 16: Contracts with software and EDP-equipment suppliers

        Schedule 17: Potential infringement of third party IPR

        Schedule 18: Infringement by third party

        Schedule 19: IPR disputes

        Schedule 20: Changes in tax assessment for the income years 1996-1998

        Schedule 21: Deeds of real estate

        Schedule 22: Mortgages etc.

        Schedule 23: Lease agreements

        Schedule 24: The Company's farm land

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        Schedule 25: Major contracts

        Schedule 26: List of employees

        Schedule 27: Employment contracts

        Schedule 28: Collective Bargaining Agreements and Local Agreements.

        Schedule 29: Service Agreements for Poul Bentsen and Henrik Bentsen

        Schedule 30: Claims from employees

        Schedule 31: List over payments owed by the Company as at 30 November
                     2000

        Schedule 32: Board members

        Schedule 33: The Company's rebate system

        Schedule 34: List of persons who have received a general or special
                     power of attorney

        Schedule 35: The Company's bank accounts

        Schedule 36: The Company's main territory

Place and date:                           Place and date:

For Simpson Strong-Tie(R)
International, Inc.:                      For BMF Holding A/S:
(Buyer)                                   (Seller)

By:  /s/THOMAS J FITZMYERS                By:  /s/HENRIK BENTSEN
     --------------------------------     --------------------------------------
     Name:  Thomas J Fitzmyers            Name:  Henrik Bentsen
     Title:  Chairman                     Title:  Manager


     /s/STEPHEN B. LAMSON                 /s/POUL BENTSEN
     --------------------------------     --------------------------------------
     Name:  Stephen B. Lamson             Name:  Poul Bentsen
     Title:  President                    Title:  Manager


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