Dickie, McCamey & Chilcote Sample Contracts

VoIP Telecom – Contract (February 24th, 2005)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT made and entered into on this 31st day of January, 2005, by and among FREEPORT BRICK COMPANY, INC. ("Freeport") KITTANNING BRICK COMPANY ("Kittanning"), FREE-MADIE COMPANY ("Free-Madie"), FREEPORT REFRACTORIES, INC. ("Refractories" and, together with Freeport, Kittanning and Free-Madie, the "Sellers") and FREEPORT AREA ENTERPRISES, INC. (the "Shareholder"), each of the Sellers and Shareholder being a Pennsylvania corporation, on the one hand, and REFRACTORY & INDUSTRIAL SUPPLY GROUP, INC., a Tennessee corporation (the "Buyer"), and DIVERSIFIED THERMAL SOLUTIONS, INC., a Nevada corporation ("Diversified"), on the other hand. W I T N E S S E T H: WHEREAS, Sellers are engaged in the business of manufacturing refractory products, including but not limited to fireclay, high alumina, ladle, barrier, high duty, bottom pour and chemical resistant bricks;