                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 10549
                              --------------------

                                  SCHEDULE 14A
                                 (Rule 14a-101)
                            Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

         Filed by the Registrant                     |X|
         Filed by a Party other than the Registrant  |_|

         Check the appropriate box:
         |X|      Preliminary Proxy Statement
         |_|      Confidential, for Use of the Commission Only
                  (as permitted by Rule 14a-6(e)(2))
         |_|      Definitive Proxy Statement
         |_|      Definitive Additional Materials
         |_|      Soliciting Material Pursuant to ss. 240.14a-12

                             AB HOLDING GROUP, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

         Payment of Filing Fee (check the appropriate box):

         |_|      No fee required
         |X|      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
                  (1)  Title of each class of securities to which transaction
                       applies: Common Stock
                  (2)  Aggregate number of securities to which transaction
                       applies: 11,976,991
                  (3)  Per unit price or other underlying value of transaction
                       computed pursuant to Exchange Act Rule 0-11 (set forth
                       the amount on which the filing fee is calculated and
                       state how it is determined): Fee calculated as
                       one-fiftieth of one percent of the maximum cash expected
                       to be distributed to security holders ($2,000,000); no
                       assets or securities are expected to be distributed to
                       security holders.
                  (4)  Proposed maximum aggregate value of transaction:
                       $2,000,000
                  (5)  Total fee paid: $400
         |_|      Fee paid previously with preliminary materials.
         |_|      Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

                  (1)      Amount Previously Paid:
                  (2)      Form, Schedule or Registration Statement No.:
                  (3)      Filing Party:
                  (4)      Date Filed:




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<PAGE>


                             AB HOLDING GROUP, INC.
                               2320 SE Ag-Bag Lane
                               Warrenton, OR 97146

                              _______________,_____

Dear Stockholder:

You are cordially invited to attend the 2005 Annual Meeting of Stockholders (the
"Annual Meeting") of AB Holding Group, Inc. (the "Company").

                  Place:   The offices of Ag-Bag Forage Solutions
                           92365 Riekkola Rd.
                           Astoria, OR  97103

                  Date:    ____________, _______________, ____

                  Time:    9:00 a.m. local time

The Notice of the Annual Meeting and Proxy Statement accompany this letter. The
Proxy Statement describes the business to be transacted at the meeting and
provides other information concerning the Company.

This meeting is important because we are asking you to approve the dissolution
and liquidation of the Company. Our Board of Directors believes the dissolution
and liquidation is advisable and in our best interests and the best interests of
our stockholders and our board is recommending that you vote for the dissolution
and liquidation proposal.

We know that many of our stockholders will be unable to attend the Annual
Meeting. Proxies are therefore solicited so that each stockholder has an
opportunity to vote on all matters that are scheduled to come before the
meeting. Whether or not you plan to attend the Annual Meeting, we hope that you
will have your stock represented by marking, signing, dating and returning your
proxy card in the enclosed envelope as soon as possible. Your stock will be
voted in accordance with the instructions you have given in your proxy card. You
may, of course, attend the Annual Meeting and vote in person even if you have
previously returned your proxy card.

                                   Sincerely,

                                   LouAnn Tucker, Secretary





--------------------------------------------------------------------------------
                                    IMPORTANT

A proxy card is enclosed herewith. All stockholders are urged to complete and
mail the proxy card promptly. The enclosed envelope for return of the proxy card
requires no postage. Any stockholder attending the Annual Meeting may personally
vote on all matters that are considered, in which event the signed proxy will be
revoked.

                    IT IS IMPORTANT THAT YOUR STOCK BE VOTED
--------------------------------------------------------------------------------
<PAGE>


                             AB HOLDING GROUP, INC.
                               2320 SE Ag-Bag Lane
                             Warrenton, Oregon 97146

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                        To Be Held _______________, ____


TO THE STOCKHOLDERS OF AB HOLDING GROUP, INC.:

The Annual Meeting of Stockholders ("Annual Meeting") of AB Holding Group, Inc.,
a Delaware corporation ("Company") will be held at the offices of Ag-Bag Forage
Solutions, 92365 Riekkola Rd., Astoria, Oregon, on ____________,
_______________, ____, at 9:00 A.M. local time, for the following purposes:

         1.       To consider a resolution to approve the Plan of Dissolution
                  and Liquidation of the Company in the form attached as Annex A
                  to the Proxy Statement and the dissolution of the Company in
                  accordance therewith;

         2.       To approve any motion to adjourn to a later time to permit
                  further solicitation of proxies if necessary to establish a
                  quorum or to obtain additional votes in favor of Proposal 1;

         3.       To elect two directors to serve for a three-year term and
                  until their successors are elected and qualified; and

         4.       To transact such other business as may properly come before
                  the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on _______________, ____
as the record date. Only stockholders of record as of such date are entitled to
notice of, and to vote at, the Annual Meeting and any adjournments or
postponements thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available for inspection at the offices of the Company.

                                   BY ORDER OF THE BOARD OF DIRECTORS


                                   LouAnn Tucker, Secretary

Warrenton, Oregon
_______________,_____








--------------------------------------------------------------------------------
All stockholders are cordially invited to attend the Annual Meeting. Whether or
not you plan to attend the Annual Meeting, please mark and sign the enclosed
proxy card and return it promptly in the enclosed envelope. The giving of such
proxy does not affect your right to revoke it later or vote your shares in
person in the event that you choose to attend the Annual Meeting.
--------------------------------------------------------------------------------
<PAGE>
                                Table of Contents
<TABLE>
<CAPTION>

                                                                            Page

<S>                                                                         <C>
   Solicitation                                                               1
   Voting Matters                                                             1
   Summary of Dissolution and Liquidation Proposal                            2
   Questions and Answers About The Annual Meeting and Dissolution and
   Liquidation Proposal                                                       3
   Forward-Looking Statements                                                 6
   PROPOSAL 1 -- Dissolution and Liquidation                                  6
         General Description                                                  6
         Principal Provisions of the Plan of Dissolution and Liquidation      7
         Background and Reasons for the Dissolution and Liquidation           8
         Liquidating Distributions                                            9
         Abandonment; Amendment                                              11
         Future Conduct of the Company                                       11
         Reporting Requirements                                              12
         Contingent Liabilities; Contingency Reserve; Liquidating Trust      12
         Cancellation of Stock and Closing of the Company's Stock
         Transfer Books                                                      13
         Material Tax Consequences of the Dissolution and Liquidation        13
         Interests of Certain Persons in the Dissolution and Liquidation     16
         No Dissenters' Rights                                               17
         Risk Factors                                                        17
         Recommendation of the Board of Directors                            18
   PROPOSAL 2 -- Motion to Adjourn                                           18
   PROPOSAL 3 -- Election of Directors                                       19
         The AB Holding Group, Inc. Board of Directors                       19
         Certain Relationships and Related Transactions                      22
         Audit Committee Report                                              22
         Security Ownership of Beneficial Owners                             25
         Performance Graph                                                   27
         Board Compensation Committee Report on Executive Compensation       28
         Executive Compensation                                              29
   Other Matters                                                             31
   Incorporation by Reference                                                32
   ANNEX A - Plan of Dissolution and Liquidation                            A-1
   -------
</TABLE>

















<PAGE>
                             AB HOLDING GROUP, INC.
                               2320 SE Ag-Bag Lane
                             Warrenton, Oregon 97146
                                 (503) 861-1812

                     --------------------------------------
                                 PROXY STATEMENT
                     For the Annual Meeting of Stockholders
                       To Be Held on _______________, ____
                     --------------------------------------

--------------------------------------------------------------------------------
                                  SOLICITATION
--------------------------------------------------------------------------------

The accompanying proxy is solicited by the Board of Directors of AB Holding
Group, Inc. a Delaware corporation ("Company," "we," "our" or "us"), in
connection with our Annual Meeting of Stockholders ("Annual Meeting") to be held
at the offices of Ag-Bag Forage Solutions, 92365 Riekkola Rd, Astoria, Oregon
97103 on _______________, ____, at 9:00 a.m. local time. Copies of this proxy
statement and the accompanying notice and proxy are being mailed to the
stockholders on or about _______________, ____.

We will pay the expense of this solicitation. We will make solicitations
primarily by the use of the mails. If necessary to obtain reasonable
representation of stockholders at the annual meeting, we may also solicit
proxies by telephone, electronic communications, or personal interview. The
Company may engage a solicitation firm, who will be compensated according to
their engagement, to make such further solicitations on behalf of the Company.
Our regular employees, who will not be additionally compensated therefor, will
coordinate solicitation activities. We will request brokers, banks or other
persons holding stock in their names, or in the names of their nominees, to
forward proxy materials to the beneficial owners of such stock or request
authority for the execution of the proxies and will reimburse brokers or other
persons for their expenses in so doing. Your cooperation in promptly completing,
signing, dating and returning the enclosed proxy card will help avoid additional
expense.

--------------------------------------------------------------------------------
                                 VOTING MATTERS
--------------------------------------------------------------------------------

RECORD DATE INFORMATION

The Board of Directors has fixed the close of business on _______________, ____
as the record date. Only stockholders of record at the close of business on
_______________, ____ are entitled to notice of, and to vote at, the Annual
Meeting. At the close of business on that date, 11,976,991 shares of Common
Stock, $0.01 par value per share, were outstanding ("Outstanding Shares").

QUORUM

A quorum is necessary to hold a valid meeting. If at least a majority of the
Outstanding Shares are present in person or represented by proxy, a quorum will
exist for Proposals 1 and 3. If at least one-third of the Outstanding Shares are
present in person or represented by proxy, a quorum will exist for Proposal 2.
Abstentions and broker non-votes will be counted toward the quorum. When a proxy
in the form accompanying this proxy statement is properly executed and returned,
the shares represented will be voted at the meeting in accordance with the
instructions specified in the proxy. If no instructions are specified, the
shares will be voted FOR each proposal and such votes will be counted toward
determining a quorum.

                                     Page 1
<PAGE>
VOTE NECESSARY FOR ACTION

Each Outstanding Share entitles the holder to one vote upon each matter to be
presented at the Annual Meeting.

Proposal 1: The approval of the Plan of Dissolution and Liquidation and the
dissolution of the Company will be approved if Proposal 1 receives the
affirmative vote of a majority of the Outstanding Shares. Abstentions and broker
non-votes will have the effect of negative votes.

Proposal 2: The approval of an adjournment of the Annual Meeting will be
approved if Proposal 2 receives the affirmative vote of a majority of the
Outstanding Shares that are present in person or represented by proxy at the
Annual Meeting and entitled to vote on the matter. Abstentions will have the
effect of negative votes and broker non-votes will not be taken into account in
determining the outcome.

Proposal 3: If a quorum is present, each nominee for election to the Board of
Directors will be elected by a plurality of the votes cast by holders of the
Outstanding Shares. Broker non-votes will not be taken into account in
determining the outcome of the election.

REVOCABILITY OF PROXY

Any person giving a proxy in the form accompanying this proxy statement has the
power to revoke it at any time before its exercise. The stockholder may revoke a
proxy given in response to this solicitation by (1) delivering a written notice
of revocation, or later-dated proxy, to the Secretary of the Company, or (2)
attending the meeting and voting in person. Attendance at the Annual Meeting
will not by itself revoke a proxy.

--------------------------------------------------------------------------------
                 SUMMARY OF DISSOLUTION AND LIQUIDATION PROPOSAL
--------------------------------------------------------------------------------

This summary highlights material aspects and implications of the dissolution and
liquidation of the Company. While we believe that the information contained in
this summary covers the material aspects of the dissolution and liquidation,
this summary may not contain all of the information that you may consider
important. To understand the proposal more fully and for a more complete
description of the legal terms of the proposal, you should read carefully the
entire proxy statement and the other documents we have referred to in this proxy
statement.

Plan of Dissolution and
Liquidation:                        If Proposal 1 passes, we will dissolve the
                                    Company and liquidate our assets according
                                    to the Plan of Dissolution and Liquidation
                                    approved by our Board of Directors. For more
                                    information about how the dissolution and
                                    liquidation will work, you should read
                                    "Proposal 1- General Description", "Proposal
                                    1- Principal Provisions of the Plan of
                                    Dissolution and Liquidation" and the Plan of
                                    Dissolution and Liquidation attached as
                                    Annex A.

Reasons for the Dissolution
and Liquidation:                    Our Board of Directors has determined that
                                    the dissolution and liquidation of our
                                    assets is advisable and in the best
                                    interests of the Company and the
                                    stockholders. For more information, please
                                    read "Proposal 1 - Background and Reasons
                                    for the Dissolution and Liquidation."

Liquidating Distributions:          We will distribute cash payments to our
                                    stockholders based on the number of shares
                                    of our stock held by each stockholder. We
                                    estimate that these cash payments will be in
                                    the range of $.13 to $.16 per share. See
                                    "Proposal 1 - Liquidating Distributions,
                                    Timing and Amount."

                                     Page 2
<PAGE>
Interest of Certain Persons
in the Dissolution and
Liquidation:                        Some of our directors, officers and
                                    employees own shares of our stock, and will
                                    receive liquidating distributions like our
                                    other stockholders. Additionally, some of
                                    our officers and employees may receive
                                    compensation for their services in the
                                    liquidation process. Also, the dissolution
                                    of the Company will trigger payments to
                                    certain employees pursuant to Change in
                                    Control Agreements that we have entered into
                                    with these employees. See "Proposal 1-
                                    Interests of Certain Persons in the
                                    Dissolution and Liquidation."

Conduct of Business Following
the Dissolution:                    After the dissolution, we will not conduct
                                    any activities except distributing our
                                    remaining cash, paying (or making provisions
                                    for the payment of) any of our existing
                                    debts and obligations, and winding up our
                                    business and affairs. See "Proposal 1 -
                                    Future Conduct of the Company."

Material U.S. Federal Income
Tax Consequences of the
Dissolution and Liquidation:        We will recognize gain or loss for federal
                                    income tax purposes on the distribution of
                                    any assets other than cash in the
                                    Dissolution. As a result of the Dissolution,
                                    our stockholders will recognize gain or
                                    loss, on a per share basis, for federal
                                    income tax purposes. The calculation of the
                                    gain or loss will depend on a number of
                                    factors and each individual stockholder's
                                    particular circumstances. For more
                                    information on the tax ramifications of the
                                    Dissolution, you should read "Proposal 1 -
                                    Material Tax Consequences of the Dissolution
                                    and Liquidation."

Risk Factors:                       There are risks associated with the asset
                                    sale. See "Proposal 1 - Risk Factors."

--------------------------------------------------------------------------------
                 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
                    AND DISSOLUTION AND LIQUIDATION PROPOSAL
--------------------------------------------------------------------------------

Set forth below are some key questions and answers to provide you with more
information about the Annual Meeting and Dissolution. The questions and answers
are qualified in their entirety by reference to the more detailed information
appearing elsewhere in or accompanying this proxy statement. We urge you to
review the entire proxy statement and accompanying materials carefully.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving this proxy statement?

         You have received this proxy statement and the enclosed proxy from us
         because you hold shares of our common stock. As a stockholder, you are
         invited to attend the Annual Meeting and are entitled to and requested
         to vote to approve the dissolution and liquidation proposal and other
         proposals described in this proxy statement.

Who is soliciting my proxy?

         Our board of directors is soliciting your proxy for use at the Annual
         Meeting.

                                     Page 3
<PAGE>
What do I need to do now?

         We urge you to read this proxy statement carefully, including the Plan
         of Dissolution and Liquidation attached as Annex A, and consider how
         the dissolution affects you as a stockholder.

How do I vote?

         You should indicate on your proxy card how you want to vote, and sign
         and mail your proxy card in the enclosed return envelope as soon as
         possible so that your shares may be represented at the Annual Meeting.
         If you sign and mail a proxy that does not indicate how you want to
         vote, your proxy will be voted for approval of each proposal. See
         "Voting Matters."

If my shares are held in a brokerage account, will my broker vote my shares for
me?

         Your broker will not vote your shares for you on the Dissolution unless
         you provide instructions on how to vote. However, your broker may vote
         your shares for you with respect to the election of directors. It is
         important that you follow the directions provided by your broker
         regarding how to instruct your broker to vote your shares.

May I change my vote?

         Yes, you may change your vote at any time before your proxy is voted at
         the Annual Meeting. To change your vote, you can send a written
         revocation or a later-dated, completed and signed proxy card before the
         Annual Meeting or attend the Annual Meeting and vote in person.

         If your shares are held in "street name" and you wish to change your
         vote, you must follow instructions received from that broker, bank or
         nominee with this proxy statement in order to change your vote or vote
         at the Annual Meeting. See "Voting Matters."

QUESTIONS AND ANSWERS ABOUT THE DISSOLUTION AND LIQUIDATION PROPOSAL

Why is our board of directors recommending the dissolution and liquidation?

         After considering a number of factors, including transactional
         alternatives like the sale of the Company or merger, our Board of
         Directors has determined that the dissolution and liquidation is
         advisable and in our best interest and the best interest of our
         stockholders. See "Proposal 1 - Background and Reasons for the
         Dissolution and Liquidation."

Who must approve the dissolution proposal?

         In addition to the approval by our Board of Directors, which has
         already been obtained, the dissolution and liquidation proposal must be
         approved by a majority of our outstanding shares of common stock. See
         "Voting Matters."

When do you expect the dissolution and liquidation to be completed?

         We are working toward completing the dissolution and liquidation as
         quickly as possible following stockholder approval. We currently expect
         to dissolve the Company immediately after approval, and to complete the
         liquidation and payment to stockholders shortly thereafter. See
         "Proposal 1 - Liquidating Distributions, Timing and Amount."

                                     Page 4
<PAGE>
What will our business be following the dissolution?

         After the dissolution, we will not operate any business, nor will we
         own any material assets other than cash. We will not conduct any
         activities except distributing our remaining cash, paying, satisfying
         and discharging (or making provisions for payment thereof) any existing
         debts and obligations, and winding up our business and affairs. See
         "Proposal 1 - Future Conduct of the Company."

Will I receive any payment as a result of the dissolution?

         We expect to make a liquidating distribution to stockholders although
         there are uncertainties as to the timing and amount. We currently
         estimate that the liquidating distributions will be in the range of
         $.13 to $.16 per share. See "Proposal 1 - Liquidating Distributions,
         Timing and Amount."

Will I owe any federal income tax as a result of the dissolution?

         Tax ramifications of the dissolution and liquidation to each
         stockholder will depend on various factors unique to the individual
         stockholder. See "Proposal 1--Material Tax Consequences of the
         Dissolution."

Will I have appraisal or dissenters' rights?

         No, you will not have any appraisal or dissenters' rights in connection
         with the dissolution and liquidation.

Will employees of the Company receive any special payments as a result of the
dissolution and liquidation?

         Yes. We have Change in Control Agreements with Larry R. Inman and
         Michael R. Wallis and they will receive a combined total of
         approximately $380,071 in cash and benefits as a result of the
         dissolution and liquidation. The Company has previously accrued a
         liability for these payments upon the asset sale in November 2004,
         which amounts are reflected in the Company's balance sheet under
         "Discontinued Operational Costs Payable." See "Proposal 1 - Interests
         of Certain Persons in the Dissolution and Liquidation."

Are there any risks relating to the dissolution?

         Yes, there are risks you should consider before approving the
         Dissolution. See "Proposal 1 - Risk Factors."














                                     Page 5
<PAGE>
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                           FORWARD-LOOKING STATEMENTS
--------------------------------------------------------------------------------

Any statements in this proxy statement and the documents incorporated by
reference in and attached to this proxy statement about our expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as "believe,"
"will likely result," "expect," "will continue," "anticipate," "estimate,"
"intend," "plan," "projection," "would" and "outlook." Accordingly, these
statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this proxy statement. The following are key factors
that could cause our actual results to differ materially from those projected in
the forward-looking statements made in this proxy statement:

o        failure to close the sale of our Warrenton facility;

o        potential litigation against us relating to the dissolution and
         liquidation;

o        previously unknown claims against us identified in the dissolution and
         liquidation process;

o        government approvals, actions and initiatives that may impact our
         ability to pursue the procedures outlined in the Plan of Dissolution
         and Liquidation;

o        any claim for indemnification in connection with our 2004 asset sale
         transaction and real property sale agreements; and

o        the other risks identified in "Proposal 1 - Risk Factors."

These factors could cause actual outcomes to differ materially from those
expressed in any forward-looking statements made in this proxy statement, and
you should not place undue reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is
made and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of unanticipated events. In addition, we cannot
assess the impact of each factor on our prospects following the dissolution or
the extent to which any factor, or combination of factors, may cause actual
outcomes to differ materially from those contained in any forward-looking
statements contained in this proxy statement.

                     PROPOSAL 1: DISSOLUTION AND LIQUIDATION

GENERAL DESCRIPTION

Since we sold all of our operating assets in November 2004 ("Asset Sale"), we
have limited our activities to selling our remaining assets and preparing the
Company for sale or dissolution. The Company's Board has approved the
dissolution, winding up and liquidation of the Company pursuant to the Delaware
General Corporation Law (the "Dissolution") as described in the Plan of
Dissolution and Liquidation attached as Appendix A to this Proxy Statement
("Plan of Dissolution"). We are asking our stockholders to approve the Plan of
Dissolution and Dissolution of the Company. Specifically, we are asking our
stockholders to approve the following resolution:

         RESOLVED, that the Plan of Dissolution and Liquidation presented to the
         stockholders, and the dissolution of AB Holding Group, Inc. in
         accordance therewith, is approved.

If the Plan of Dissolution is approved by the Company's stockholders, the
Company's Board, without further action by the Company's stockholders (except
those actions as may be required by law or as the Company's Board may deem
appropriate), will dissolve the Company and pay, or provide for the payment of,
all debts and liabilities of the Company in the manner and to the extent as
provided by law. To the


                                     Page 6
<PAGE>
extent that there are any remaining assets after the payment of, or provision
for the payment of, its debts and liabilities, the Company will distribute the
assets to its stockholders in one or more distributions. See "Liquidating
Distributions."

The Plan of Dissolution grants broad discretion and authority to the Company's
Board in the administration of the Plan of Dissolution, including the engagement
of employees and consultants to facilitate the Dissolution, the provision for
indemnification of the Company's directors and officers, payment of all of its
debts and liabilities, establishment of a liquidating trust and the
determination of the timing and amount of distributions. In addition, the Plan
of Dissolution provides that the Company's Board may modify, amend or abandon
the Plan of Dissolution even if it is approved by the Company's stockholders.

PRINCIPAL PROVISIONS OF THE PLAN OF DISSOLUTION AND LIQUIDATION

The Plan of Dissolution provides for the dissolution, winding up and liquidation
of the Company pursuant to the Delaware General Corporation Law. Capitalized
terms used in this proxy statement that are otherwise not defined herein have
the meanings set forth in the Plan of Dissolution. The principal provisions of
the Plan of Dissolution are as follows:

     o   Approval--The Plan of Dissolution must be approved by the holders of a
         majority of the outstanding shares of the Company's common stock.

     o   Consummation of the Real Estate Transaction--If the Real Estate
         Transaction closes as contemplated; the Company will have completed the
         sale of the remainder of its business assets, and will not engage in
         any further business activities except for those related to managing,
         completing and winding up of its business and affairs in accordance
         with the Dissolution.

     o   Employees and Consultants--For the purpose of effecting the liquidation
         of its remaining assets, the Company may hire or retain certain
         employees and consultants the Board deems necessary or advisable to
         supervise the liquidation.

     o   Certificate of Dissolution--The Company will file a Certificate of
         Dissolution with the Delaware Division of Corporations.

     o   Expenses--The Board will provide, from the Company's assets, reasonable
         funds for payment of the expenses of the Dissolution, including filing
         fees and other expenses related to the liquidation process.

     o   Payment of Claims--The Company will satisfy, or adequately provide for
         satisfaction of, all of its legally enforceable debts and liabilities
         in an orderly matter.

     o   Change In Control Payments--The Company will make payments to Larry R.
         Inman and Michael R. Wallis pursuant to Change in Control Agreements.

     o   Indemnification of Board and Officers--The Company has obtained
         insurance for continued indemnification of the members of its Board,
         officers and agents, and other parties that the Company has agreed to
         indemnify.

     o   Distributions to Shareholders--After paying or adequately providing for
         the expenses of liquidation and debts and liabilities, the Board is
         authorized to make a distribution to the stockholders from the Company
         in accordance with their respective shareholdings and the Delaware
         General Corporation Law.

                                     Page 7
<PAGE>
     o   Liquidating Trust--If deemed advisable, the Board may cause the Company
         to create a liquidating trust and to distribute beneficial interests in
         the liquidating trust to the Company's stockholders as part of the
         liquidation process. The liquidating trust will be constituted pursuant
         to a liquidating trust agreement in the form as approved by the
         Company's Board.

     o   Abandonment; Amendment--The Company's Board may amend or abandon
         implementation of the Plan of Dissolution without the further approval
         of the Company's stockholders, to the extent permitted by the Delaware
         General Corporation Law.

BACKGROUND AND REASONS FOR THE DISSOLUTION AND LIQUIDATION

On October 14, 2005, the Company's Board unanimously adopted a resolution
authorizing the Plan of Dissolution, subject to stockholder approval. In
adopting the Plan of Dissolution, the Company's Board considered a number of
factors, including alternatives to the proposal and the future prospects of the
Company. The Company's Board concluded that the Plan of Dissolution was
advisable and in the best interests of the Company and its stockholders.

Prior to the approval of the Plan of Dissolution, management and the Board
considered various acquisition, merger and strategic partnering strategies. The
Company's Board had been kept informed continuously of the Company's business,
affairs and financial condition since the closing of the Asset Sale in November
2004, and has considered these issues in the context of the Company's future
after the suspension of its operating business. Further, the Company's Board has
been kept informed of management's efforts to identify potential acquirers or
merger partners to consummate strategic business combinations or other
alternatives to maximize stockholder value.

Since the Asset Sale, the Company considered the following transactions that
involved a sale of the Company:

     o   After some preliminary discussions, the Company received a written
         proposal from Geneva Pacific, L.L.C. ("Geneva") on August 11, 2005. The
         Geneva proposal involved options on the Company's Blair Facility
         (defined below) and Warrenton Facility (defined below), an investment
         by the Company in Geneva, and an option for Geneva to acquire the
         Company as a public shell. The Board considered the proposal but, after
         consultation with the Company's tax and legal advisors and various
         negotiations between Company management and Geneva during August and
         September, decided that the proposal was not feasible and involved a
         considerable amount of risk. Although the compensation elements of the
         proposal were complicated, the Company estimated that the proposal
         would provide approximately $150,000 in net cash to the Company.

     o   After some preliminary discussions, the Company received a written
         proposal from Mackay Limited Partnership ("Mackay") on September 14,
         2005. The Mackay proposal would have involved a tender offer for 85% of
         the Company's outstanding shares for $.18 per share. The proposal was
         conditioned on a financing contingency and a minimum cash balance in
         the Company of $2 million. After subsequent discussions, Mackay also
         indicated it would condition the proposal on the tender of at least 85%
         of the Company's outstanding shares. The Board considered the proposal
         but decided not to pursue it because (a) it was not expected to result
         in more total cash to the stockholders than liquidation if only 85% of
         each stockholder's shares were purchased, (b) Mackay's plans for the
         Company after the tender offer were unclear and therefore the Company
         was not able to evaluate the risks to stockholders with respect to
         their remaining 15% of shares not purchased in tender offer, and (c)
         the tender offer was subject to substantial contingencies and the
         Company would experience significant delays and additional costs if the
         tender offer was not successful when compared to moving forward with a
         liquidation of the Company.

                                     Page 8
<PAGE>
After consideration of the above transactions, the Board concluded that the
distribution of our assets in a liquidation had a greater probability of
producing more value to our stockholders than other alternatives. Among the
factors that the Board had considered, the Board ultimately found that the
following factors weighed in favor of pursuing dissolution and liquidation:

     o   The Company had not identified any other attractive opportunities to
         acquire another operating business.

     o   Our Board of Directors believed that it would be in the best interests
         of our stockholders to allow our stockholders to determine how to
         invest available cash rather than our pursuing an acquisition strategy
         involving the investment of our cash in another business.

     o   Our Board of Directors believed there was a low probability that we
         would obtain, within a reasonable period of time under the
         circumstances, any viable offer to engage in an attractive alternative
         merger or sale transaction.

     o   Our Board of Directors believed that the Company would continue to
         incur administrative costs without any offsetting income and this would
         be detrimental to stockholder value.

Our Board also identified and considered potentially negative factors associated
with the Dissolution, including those set forth in this proxy statement under
the caption "Risk Factors." The Board did not receive a solvency opinion or any
report, opinion or appraisal from an outside party that is materially related to
the Company's Dissolution, including any report, opinion or appraisal relating
to the consideration or the fairness of the consideration to be offered to our
stockholders or the fairness of the Dissolution to the Company or to our
stockholders who are not affiliates.

Based on this information, the Company's Board believed that dissolution and a
liquidating distribution to the stockholders of the Company's net assets would
return the greatest likely value to the Company's stockholders, when adjusted
for risk and transaction costs associated with alternative strategies. The
Company's Board believes that it is advisable and in the best interests of the
Company and its stockholders to proceed with the Plan of Dissolution and
thereafter to distribute to the stockholders the net available assets pursuant
to the Plan of Dissolution. If the Plan of Dissolution is not approved by the
stockholders, the Company's Board will explore the alternatives then available
for the future of the Company. The Board of Directors does not presently
believe, however, that there are viable alternatives to the Dissolution.

LIQUIDATING DISTRIBUTIONS

Timing and Amount

Assuming approval of the Plan of Dissolution by the stockholders, the Company
plans to review all of its remaining debts and liabilities, and in accordance
with applicable law and the Plan of Dissolution, initiate actions to satisfy
those obligations. Based on this analysis, and as soon as possible after the
approval of the Plan of Dissolution, the Company intends to make a cash
distribution to our stockholders that is currently expected to be between $.13
and $.16 per share.

While the Company anticipates making the liquidating distribution as quickly as
possible after the approval of the Dissolution, the Board has not established a
firm timetable for the distribution. Under the terms of the Plan of Dissolution,
the Company will make the distribution as soon as possible after providing for
the payment of its debts and liabilities. Alternatively, if the Board elects,
the Company may transfer its remaining assets to a liquidating trust and issue
each stockholder a non-transferable interest, which may or may not be
certificated, in the liquidating trust. All distributions will be paid to
stockholders of record at the close of business on the final record date, pro
rata, based on the number of shares owned by each stockholder (or alternatively,
to interest-holders in the liquidating trust based on the same principles).

                                     Page 9
<PAGE>
Although the Company cannot be sure of the amounts ultimately available for
distribution, the Board currently believes that stockholders will receive
aggregate liquidating cash distributions in the range of $.13 to $.16 per share.
However, should actual circumstances differ from the assumptions made by the
Company, stockholders could receive more or less than this amount. See "Risk
Factors" for a discussion of matters which may impact the amount and timing of
distributions.

Calculation of Estimated Distributions

Management has estimated the debts and liabilities to be satisfied and the
general and administrative expenses and other costs likely to be incurred during
the liquidation process. These estimates form the basis upon which the estimated
ranges of distributions have been determined.

The Company sold substantially all of its operating assets on November 30, 2004,
for approximately $6.6 million in cash in the Asset Sale. After the closing of
the Asset Sale, the Company's remaining material assets consisted primarily of
real estate: the Company's Warrenton, Oregon facility (the "WARRENTON
FACILITY"); and its Blair, Nebraska facility (the "BLAIR FACILITY"). On August
23, 2005, the Company executed a Commercial & Investment Real Estate Purchase &
Sale Agreement (the "WARRENTON AGREEMENT") pursuant to which the Company will
sell the Warrenton Facility for $850,000, payable in cash at closing. The
closing of the Warrenton Agreement is scheduled to occur on or before November
21, 2005. The company expects to receive net proceeds from the Warrenton
Facility, after deducting transactional expenses, of approximately $750,000.

On September 1, 2005, the Company executed a Purchase Agreement pursuant to
which the Company sold the Blair Facility for $1,550,000, payable in cash at
closing. The sale of the Blair Facility closed on September 29, 2005. The
Company received net proceeds (after transactional expenses and payment of the
loans secured by the property) of $890,407 from the sale of the Blair Facility.

The Company has sufficient net operating loss carryforwards available to offset
the gains from the sale of the Warrenton Facility and Blair Facility. The
Company believes that it will have sufficient cash and cash equivalents to pay
all of its current and accrued debts and liabilities from the proceeds from both
real estate transactions and the proceeds remaining from the Asset Sale. With
the proceeds of the real estate transactions combined with cash held by the
Company (comprised primarily of the remaining proceeds of the Asset Sale), the
Company will have an estimated $2.7 million in available cash to satisfy its
remaining current and accrued debts and liabilities and to make a liquidating
distribution.

Factors which will impact the net distributions available to the Company's
stockholders include: (1) the administrative and operating expenses incurred
prior to the real estate transaction and continuing through to the final
liquidation of the Company; (2) transaction costs; and (3) phase down costs
related to transition activities that will continue until all of the Company's
obligations have been satisfied. These phase down costs include retained
employee payroll, employee medical and other benefit compensation obligations,
and residual liabilities. If additional debts and liabilities are identified, or
costs are incurred for a liquidating trust, the cash available for distribution
will be reduced. If the Company were to incur unanticipated liabilities, the
proceeds that the Company's stockholders receive may be substantially lower.

The Company is required by law, to the extent possible, to satisfy all of its
known debts and liabilities prior to its liquidation and dissolution. If
additional debts and liabilities are identified, the cash available for
distribution will be reduced. Also, liabilities and expenses will continue to
accrue following approval of the Plan of Dissolution, as the expenses that the
Company has estimated for professional fees and other expenses of liquidation
are significant. These expenses will also reduce the amount of cash available
for distribution to stockholders. In addition, if a liquidating trust is
established, the expenses of administering the trust will further reduce the
amount of cash available for distribution to stockholders.

                                    Page 10
<PAGE>
Uncertainties Relating to Estimated Distributions

The Company's estimates of potential distributions were prepared solely for
planning purposes. The preparation of these estimates involved judgments and
assumptions with respect to the liquidation process which, although considered
reasonable at the time by management, may not be realized. The Company cannot be
sure that actual results will not vary materially from the estimates. As the
Company has disclosed under "Risk Factors," certain examples of uncertainties
that could cause the aggregate amount of distributions to be less than its
estimates include the following:

     o   The Company's estimate of distributable cash resulting from its
         liquidation is based on estimates of the costs and expenses of both the
         liquidation and operating the Company through to dissolution. If actual
         costs and expenses exceed the estimated amount, aggregate distributions
         to stockholders could be less than estimated.

     o   If liabilities, unknown or contingent at the time of the mailing of
         this proxy statement, later arise which must be satisfied or reserved
         for as part of the Plan of Dissolution, the aggregate amount of
         distributions available to stockholders could be less than estimated.

     o   Delays in consummating the Plan of Dissolution could result in
         additional expenses and result in aggregate distributions to
         stockholders being less than estimated.

     o   If a liquidating trust is established, the expenses of administering
         the trust will further reduce the amount of cash available for
         distribution to our stockholders.

The Company does not anticipate updating or otherwise publicly revising the
estimates presented in this document to reflect circumstances existing or
developments occurring after the preparation of these estimates or to reflect
the occurrence of anticipated events. The estimates have not been audited,
reviewed or compiled by the Company's independent auditors.

ABANDONMENT; AMENDMENT

Under the Plan of Dissolution, the Company's Board may modify, amend or abandon
the implementation of the Plan of Dissolution, notwithstanding stockholder
approval, to the extent permitted by the Delaware General Corporation Law. The
Company's Board will not amend or modify the Plan of Dissolution under
circumstances that would require additional stockholder approval under the
Delaware General Corporation Law without complying with the applicable
provisions of the Delaware General Corporation Law.

FUTURE CONDUCT OF THE COMPANY

If our stockholders approve the Dissolution, we expect to promptly file a
Certificate of Dissolution with the Secretary of State of the State of Delaware.
Although the legal effect of the filing and effectiveness of the Certificate of
Dissolution will be to dissolve the Company, pursuant to Delaware law, we will
continue to exist for three years after the Dissolution becomes effective (which
we expect will be the date on which we file the Certificate of Dissolution with
the Delaware Secretary of State) or for such longer period as the Delaware Court
of Chancery directs, for the purpose of prosecuting and defending lawsuits,
settling and closing our business, disposing of our property, discharging our
liabilities and distributing to our stockholders any remaining assets.

If our stockholders approve the Dissolution, the Company will cease its business
and will not engage in any business activities except for the purpose of
collecting and distributing its assets, paying, satisfying and discharging (or
making provisions for payment thereof) any existing debts and obligations, and
doing all other acts required to liquidate and wind up its business and affairs.

                                    Page 11
<PAGE>
During the liquidation process, we may pay our officers, directors, employees,
and agents compensation for services rendered in connection with the
implementation of the Plan of Dissolution. Your approval of the Dissolution will
constitute your approval of the payment of any such compensation.

REPORTING REQUIREMENTS

Whether or not the Plan of Dissolution is approved, the Company has an
obligation to continue to comply with the applicable reporting requirements of
the Securities Exchange Act of 1934 ("EXCHANGE ACT"). If the Plan of Dissolution
is approved, the Company may seek relief from the SEC from the reporting
requirements under the Exchange Act in order to curtail expenses. The Company
anticipates that, if this relief is granted, the Company would continue to file
current reports on Form 8-K to disclose material events relating to the
Dissolution along with any other reports that the SEC might require. There can
be no certainty that relief will be granted if requested.

CONTINGENT LIABILITIES; CONTINGENCY RESERVE; LIQUIDATING TRUST

Under the Delaware General Corporation Law and in connection with the
Dissolution, the Company is required to pay or provide for payment of all of its
liabilities and obligations. Following the authorization and approval of the
Plan of Dissolution by its stockholders, the Company will pay all expenses and
fixed and other known liabilities to the extent of its available funds and
assets.

If deemed necessary or desirable by its Board, the Company may during the course
of the liquidation process transfer some or all of its then remaining assets to
a liquidating trust for the benefit of its stockholders. The liquidating trust
would also likely assume some or all of its liabilities remaining at the time of
the transfer of assets. Any liquidating trust would be administered by one or
more trustees selected by the Company's Board and appointed pursuant to a
liquidating trust agreement. If a liquidating trust is established, the Company
would distribute to its then current holders of stock beneficial interests in
the liquidating trust pro rata according to the number of shares of stock owned
by its stockholders. The sole purpose of the liquidating trust would be to
liquidate the assets transferred to the liquidating trust on terms satisfactory
to the liquidating trustees, to pay any of its liabilities assumed by the
liquidating trust, and to distribute to the Company stockholders any assets
remaining in the liquidating trust after the completion of this process. The
liquidating trust would be obligated to pay any of its debts and liabilities
assumed by it. Approval of the Plan of Dissolution will constitute the approval
by the Company's stockholders of the Board's establishment of such a liquidating
trust, if deemed appropriate, its appointment of one or more individuals (who
may or may not be former directors or officers of the Company) or corporate
persons to act as trustee or trustees, and the terms of any liquidating trust
agreement adopted by the Company's Board. It is anticipated that the beneficial
interests in the liquidating trust would not be freely transferable. Therefore,
the recipients of the beneficial interests would not realize any value from the
interests unless and until the liquidating trust distributes cash or other
assets to them, which would be solely in the discretion of the trustees.

The Company's Board may utilize a liquidating trust to reserve some of the
Company's cash for the future satisfaction of contingent liabilities. This might
enable the Company to complete its dissolution and, potentially, to distribute
assets to its stockholders without delaying those actions until the validity and
amounts of the contingent liabilities have been determined.

From and after the date of the Company's transfer of its remaining assets to the
liquidating trust, the Company would no longer have an interest of any character
in and to these assets, which would thereafter be held by the liquidating trust
for the purposes set forth in the Plan of Dissolution.

The activities of the liquidating trust would be limited to discharging its
debts and liabilities, and distributing any remaining cash to the Company's
stockholders. Because the Company's stockholders would be considered the owners
of the liquidating trust's assets for tax purposes, each shareholder would

                                    Page 12
<PAGE>
be required to take into account in computing his, her or its own taxable income
his, her or its pro rata share of each item of the trust's income, gain, loss
and deduction. Distributions received from the trust would not be separately
taxable. See "Material Tax Consequences of the Dissolution and Liquidation."

CANCELLATION OF STOCK AND CLOSING OF THE COMPANY STOCK TRANSFER BOOKS

The distributions to the stockholders pursuant to the Plan of Dissolution will
be in complete redemption and cancellation of all of the outstanding common
stock of the Company. As a condition to receipt of any distribution to the
stockholders, the Board of Directors or the trustees of any liquidating trust
may require the stockholders to (i) surrender their stock certificates to the
Company or its agent or (ii) furnish the Company with evidence satisfactory to
the Board of Directors or the trustees of the loss, theft or destruction of
their stock certificates, together with such surety bond or other security or
indemnity as may be required by and satisfactory to the Board of Directors or
the trustees. The Company will close its stock transfer books and discontinue
recording transfers of shares of its stock on the earliest date (the "FINAL
RECORD DATE") to occur of (i) the close of business on the record date fixed by
the Board of Directors for the final liquidating distribution or, (ii) the close
of business on the date on which the remaining assets of the Company are
transferred to a liquidating trust or (iii) the filing of the Certificate of
Dissolution, and thereafter certificates representing common stock will not be
assignable or transferable on the books of the Company except by will, intestate
succession, or operation of law.

MATERIAL TAX CONSEQUENCES OF THE DISSOLUTION

The following discussion is a general summary of the material United States
federal income tax consequences affecting the Company's stockholders that are
anticipated to result from the dissolution and liquidation of the Company. This
discussion is not intended to be a complete analysis of all the potential tax
effects. The discussion is based upon the Internal Revenue Code of 1986, as
amended, Treasury Regulations, IRS rulings, and judicial decisions now in
effect, all of which are subject to change at any time; any changes may be
applied retroactively. Any such change, which may or may not be retroactive,
could alter the tax consequences to the Company and its stockholders as
described herein.

In addition, the Company's stockholders should be aware that this discussion
does not deal with all federal income tax considerations that may be relevant to
particular Company stockholders in light of their particular circumstances, such
as:

     o   dealers in securities,

     o   stockholders who are subject to the alternative minimum tax provisions
         of the Code,

     o   foreign persons,

     o   tax-exempt organizations,

     o   financial institutions,

     o   insurance companies and broker-dealers,

     o   stockholders who hold their shares as part of a hedge, straddle, wash
         sale, synthetic security, conversion or other risk-reduction
         transaction,

     o   persons who acquired their shares in compensatory transactions,

     o   stockholders who hold Company stock as qualified small business stock
         for purposes of Section 1202 of the Code, and

                                    Page 13
<PAGE>
     o   stockholders who do not hold their Company stock as a capital asset.

Moreover, the following discussion does not address the tax consequences of the
liquidation and dissolution of the Company under foreign, state or local tax
laws.

The following discussion has no binding effect on the IRS or the courts and
assumes that the Company will liquidate in accordance with the Plan of
Dissolution in all material respects. No ruling has been requested from the IRS
with respect to the anticipated tax treatment of the Plan of Dissolution, and
the Company will not seek an opinion of counsel with respect to the anticipated
tax treatment. Accordingly, the Company stockholders are urged to consult their
own tax advisors as to the specific tax consequences to them of the Plan of
Dissolution, including the applicable federal, state, local and foreign tax
consequences.

Federal Income Taxation of the Company

After the approval of the Plan of Dissolution and until the Dissolution is
completed, the Company will continue to be subject to federal income tax on its
taxable income, if any. Upon the distribution of any asset, other than cash, to
stockholders pursuant to the Plan of Dissolution, the Company will recognize
gain or loss with respect to each asset in an amount equal to the difference
between the fair market value and the adjusted basis of such asset distributed
in the Dissolution, unless the distribution is not treated as a distribution in
complete liquidation of the Company wherein certain exceptions to the
recognition of loss apply. The Company currently expects that the only assets
distributed to stockholders will be cash. Given the uncertainty as to the exact
timing of all distributions, we cannot give assurances that all of the
distributions will be treated as distributions in a complete liquidation for
federal income tax purposes.

Federal Income Taxation of the Company's Stockholders

As a result of the Dissolution, for federal income tax purposes, the Company
stockholders will recognize gain or loss equal to the difference between (i) the
sum of the amount of cash distributed to them and the fair market value (at the
time of distribution) of any property distributed to them, and (ii) their tax
basis for their shares of the Company's common stock. A stockholder's tax basis
in his or her shares will depend upon various factors, including the
stockholder's cost and the amount and nature of any distributions received with
respect thereto.

A stockholder's gain or loss will be computed on a "per share" basis. The
Company may make more than one liquidating distribution, in which case each will
be allocated proportionately to each share of stock owned by a stockholder. The
amount of cash and the fair market value (at the time of distribution) of any
property distributed with respect to each liquidating distribution will first be
applied against and reduce a stockholder's tax basis in his or her shares of
stock, but not below zero. Gain will be recognized as a result of a liquidating
distribution to the extent that the aggregate amount of cash and the fair market
value (at the time of distribution) of any property received by a stockholder
with respect to a share pursuant to all liquidating distributions exceeds his or
her tax basis for that share. Any loss will generally be recognized only when
the final distribution from the Company has been received and then only if the
aggregate amount of cash and the fair market value (at the time of distribution)
of any property received pursuant to all liquidating distributions with respect
to a share is less than the stockholder's tax basis for that share. Gain or loss
recognized by a stockholder will be capital gain or loss provided the shares are
held as capital assets. Such capital gain or loss will be long-term capital gain
or loss if the stockholder's holding period for the shares is more than one year
or short-term capital gain or loss if the stockholder's holding period for the
shares is one year or less. Long-term capital gains of non-corporate taxpayers
are currently taxed at a maximum 15% federal rate. Short-term capital gains are
taxed at ordinary income rates. If it were to be determined that a distribution
made pursuant to the Plan of Dissolution was not a distribution in complete
liquidation of the Company, such distribution would generally be taxable to a
stockholder at ordinary income rates to the extent of the Company's current and
accumulated earnings and profits, and any excess

                                    Page 14
<PAGE>
would be treated in the same manner as a liquidating distribution discussed
above except that no loss will be recognized by a stockholder with respect to
such distribution.

Upon any distribution of property, the stockholder's tax basis in such property
immediately after the distribution will be the fair market value of such
property at the time of distribution. The gain or loss realized upon the
stockholder's future sale of that property will be measured by the difference
between the stockholder's adjusted tax basis in the property at the time of such
sale and the proceeds of such sale.

After the close of its taxable year, the Company will provide stockholders and
the IRS with a statement of the amount of cash distributed to the stockholders
and its best estimate as to the value of any property distributed to them during
that year. There is no assurance that the IRS will not challenge such valuation.
As a result of such a challenge, the amount of gain or loss recognized by
stockholders might be changed. Distributions of property other than cash to
stockholders could result in tax liability to any given stockholder exceeding
the amount of cash received, requiring the stockholder to meet the tax
obligations from other sources or by selling all or a portion of the assets
received.

It is possible that the Company will have liabilities not fully covered by any
contingency reserve for which the stockholders will be liable up to the extent
of any liquidating distributions they have received. Such a liability could
require a stockholder to satisfy a portion of such liability out of prior
liquidating distributions received from the Company and from any liquidating
trust or trusts. Payments by stockholders in satisfaction of such liabilities
would commonly produce a capital loss, which, in the hands of stockholders who
are individuals, may not be carried back to prior years to offset capital gains
realized from liquidating distributions in those years.

Certain Federal Income Tax Consequences Arising from Liquidating Trusts

If the Company transfers assets to a liquidating trust or trusts, the Company
intends to structure such trust or trusts so that stockholders will be treated
for federal income tax purposes as having received their pro rata share of the
property transferred to the liquidating trust or trusts, reduced by the amount
of certain liabilities assumed by the liquidating trust or trusts or to which
the property transferred is subject. Contingent, speculative or unknown
liabilities do not reduce the value of property transferred to a liquidating
trust. Assuming such treatment is achieved; the value of assets (net of known,
non-contingent and non-speculative liabilities) transferred to a liquidating
trust will cause the stockholder to be treated in the same manner for federal
income tax purposes as if the stockholder had received a net distribution
directly from the Company. The liquidating trust or trusts themselves should not
be subject to federal income tax, assuming that they are treated as liquidating
trusts for federal income tax purposes. After formation of the liquidating trust
or trusts, the stockholders must take into account for federal income tax
purposes their allocable portion of any income, gain or loss recognized by the
liquidating trust or trusts. As a result of the transfer of property to the
liquidating trust or trusts and the ongoing operations of the liquidating trust
or trusts, stockholders should be aware that they may be subject to tax, whether
or not they have received any actual distributions from the liquidating trust or
trusts with which to pay such tax. There can be no assurance that the
liquidating trust or trusts (if deemed necessary by the Company's Board)
described in the Plan of Dissolution will be treated as a liquidating trust or
trusts for federal income tax purposes.

THE FOREGOING SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS
INCLUDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO
ANY STOCKHOLDER. THE TAX CONSEQUENCES OF THE PLAN OF DISSOLUTION MAY VARY
DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF THE STOCKHOLDER. THE COMPANY
RECOMMENDS THAT YOU CONSULT YOUR OWN TAX ADVISOR REGARDING THE FEDERAL INCOME
TAX CONSEQUENCES OF THE PLAN OF DISSOLUTION AS WELL AS THE STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES.

                                    Page 15
<PAGE>
INTERESTS OF CERTAIN PERSONS IN THE DISSOLUTION AND LIQUIDATION

General

Some of our executive officers and directors own shares of our common stock
and/or options to purchase shares of our common stock and, to that extent, their
interest in the Dissolution is the same as that of other holders of our common
stock.

During the liquidation process, we may pay our officers, directors, employees,
and agents compensation for services rendered in connection with the
implementation of the Plan of Dissolution. Your approval of the Dissolution will
constitute your approval of the payment of any such compensation.

Change in Control Agreements

We have Change in Control Agreements with Larry R. Inman and Michael R. Wallis.
Those agreements provide for termination payments and other benefits if the
employee's employment is terminated without cause by us or for good reason by
the employee within two years of a change in control. The termination payments
are equal to one year's annual base salary and a bonus of $5,000 for each year
of service in excess of five years. The benefits include up to $5,000 worth of
outplacement services and continued employee benefit coverage for a one year
period.

The Asset Sale in November 2004 constituted a change in control and in
connection with the Dissolution we intend to terminate the above employees.
Therefore we will be required to make termination payments and pay other
benefits to these persons upon termination. The Company has previously accrued a
liability for these payments upon the Asset Sale in November 2004, which amounts
are reflected in the Company's balance sheet under "Discontinued Operational
Costs Payable." The total amount accrued for the termination payments and the
cost of all other benefits under the Change in Control Agreements is
approximately $380,071.

The value of the payments and benefits to each employee which have been
previously accrued are as follows:

-------------------------------------- ----------------------------------------
                                          APPROXIMATE VALUE OF TERMINATION
NAME AND POSITION                               PAYMENTS AND BENEFITS
-------------------------------------- ----------------------------------------
Larry R. Inman, President, Chairman                   $240,886
of the Board and director
-------------------------------------- ----------------------------------------
Michael R. Wallis, CFO and Vice                       $139,185
President of Finance
-------------------------------------- ----------------------------------------
         TOTAL                                        $380,071   *
-------------------------------------- ----------------------------------------

     *   These liabilities were accrued in November 2004 from the Asset Sale and
         are included in the Company's balance sheet under "Discontinued
         Operational Costs Payable."

Directors' and Officers' Insurance

We have purchased insurance coverage for our officers, directors, employees,
agents and representatives against liability asserted against or incurred by
such persons in their capacity as such or arising from their status as officer,
director, employee, agent, or representative, and for actions taken in
connection with the Dissolution and the winding up of our affairs, which will
continue in effect until December 31, 2008.

                                    Page 16
<PAGE>
NO DISSENTERS' RIGHTS

Under Delaware law, stockholders are not entitled to dissenters' rights of
appraisal in connection with the Dissolution.

RISK FACTORS

You should carefully consider the following risk factors relating to the
Dissolution before you decide whether to vote to approve the Dissolution. You
should also consider the other information in the proxy statement and the
additional information in our other reports on file with the Securities and
Exchange Commission.

SEVERAL UNCERTAINTIES COULD CAUSE THE AGGREGATE AMOUNT OF DISTRIBUTIONS TO OUR
STOCKHOLDERS TO BE LESS THAN ESTIMATED.

Although the Company cannot be sure of the amounts ultimately available for
distribution, the Board currently believes that stockholders will receive
aggregate liquidating cash distributions in the approximate range of $.13 to
$.16 per share. However, the following uncertainties could significantly reduce
the actual amount of distributions:

     o   Our estimate of distributable cash resulting from the dissolution is
         based on projected income tax liability, estimates of retained
         liabilities, costs and expenses of both the liquidation and operation
         of the Company through the dissolution (including unanticipated legal
         and regulatory requirements), winding up, and liquidation. If actual
         costs and expenses exceed the estimated amount, aggregate distributions
         to stockholders could be less than estimated. Additionally, if a
         liquidating trust is established, costs associated with its
         administration will further reduce any remaining distributions to our
         stockholders.

     o   If liabilities, unknown or contingent at the time of the mailing of
         this proxy statement, later arise which must be satisfied or reserved
         for as part of the Plan of Dissolution, the aggregate amount of
         distributions available to our stockholders could be less than
         estimated.

     o   Delays in consummating the Plan of Dissolution could result in
         additional operational expenses, which would result in aggregate
         distributions to stockholders being less than estimated.

EACH STOCKHOLDER MAY BE LIABLE TO OUR CREDITORS FOR AN AMOUNT UP TO THE AMOUNT
DISTRIBUTED TO SUCH STOCKHOLDER BY US IF WE DO NOT ADEQUATELY PROVIDE FOR ALL OF
OUR LIABILITIES.

Under applicable Delaware law, in the event we fail to create an adequate
contingency reserve for payment of our expenses and liabilities, each of our
stockholders could be held liable for payment to our creditors up to the amount
distributed to such stockholder in the liquidation. In such event, a stockholder
could be required to return up to all amounts received as distributions pursuant
to the Plan of Dissolution and ultimately could receive nothing under the Plan
of Dissolution. Moreover, even though a stockholder has paid taxes on amounts
previously received, a repayment of all or a portion of such amount will not
result in a recalculation of the gain or loss on the liquidation. Instead, a
stockholder's repayment will generally be deductible as a capital loss in the
year in which the contingent liability is paid, and such capital loss cannot be
carried back to offset any liquidation gain recognized earlier. See "Material
Tax Consequences of the Dissolution and Liquidation." We cannot assure you that
the Plan of Dissolution will provide for all potential liabilities.

STOCKHOLDERS MAY NOT BE ABLE TO RECOGNIZE A LOSS FOR FEDERAL INCOME TAX PURPOSES
UNTIL THEY RECEIVE A FINAL DISTRIBUTION FROM US, WHICH MAY BE THREE YEARS AFTER
OUR DISSOLUTION AND COULD BE LONGER.

                                    Page 17
<PAGE>
As a result of our Dissolution, for federal income tax purposes stockholders
will recognize gain or loss equal to the difference between (1) the sum of the
amount of cash and the aggregate fair market value of any property distributed
to them (reduced by any liability assumed or subject to which it is taken), and
(2) their tax basis in their shares of our capital stock. A stockholder's tax
basis in our shares will depend upon various factors, including the
stockholder's cost and the amount and nature of any distributions received with
respect thereto. A stockholder generally may recognize a loss only when he, she,
or it has received a final distribution from us, which may be three years or
more after our Dissolution.

THE BOARD MAY ABANDON OR DELAY IMPLEMENTATION OF THE PLAN OF DISSOLUTION EVEN IF
IT IS APPROVED BY THE STOCKHOLDERS.

The Board has adopted a Plan of Dissolution for the dissolution, winding up and
liquidation of the Company. Even if the Plan of Dissolution is approved and
adopted by the stockholders, the Board has reserved the right, in its
discretion, to abandon or delay implementation of the Plan of Dissolution for
various reasons, including in connection with its fiduciary duties to the
stockholders and/or creditors, as the case may be.

THE COMPANY'S STOCK TRANSFER BOOKS WILL CLOSE ON THE FINAL RECORD DATE FOR THE
LIQUIDATING DISTRIBUTION, AFTER WHICH IT WILL NOT BE POSSIBLE FOR STOCKHOLDERS
TO PUBLICLY TRADE IN OUR STOCK.

We intend to close our stock transfer books and discontinue recording transfers
of common stock at the close of business on the Final Record Date. Thereafter,
certificates representing the Company's common stock will not be assignable or
transferable on the books of the Company except by will, intestate succession or
operation of law. The proportionate interests of all of our stockholders will be
fixed on the basis of their respective stock holdings at the close of business
on the Final Record Date, and, after the Final Record Date, any distributions
made by the Company will be made solely to the stockholders of record at the
close of business on the Final Record Date, except as may be necessary to
reflect subsequent transfers recorded on its books as a result of any
assignments by will, intestate succession, or operation of law.

IF THE COMPANY FAILS TO RETAIN THE SERVICES OF APPROPRIATE EMPLOYEES AND/OR
CONSULTANTS, THE PLAN OF DISSOLUTION MAY NOT SUCCEED.

The success of the Plan of Dissolution depends in large part upon our ability to
retain the services of qualified employees who will be charged with winding up
and liquidating the Company following the dissolution. The retention of these
employees and/or consultants may be particularly difficult under the Company's
current circumstances. There can be no assurance that we will be successful in
retaining the services of these employees and/or consultants at all or at the
compensation levels it is willing to pay for these services.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Company's Board unanimously recommends that the stockholders vote "FOR"
Proposal 1 described above.

                          PROPOSAL 2: MOTION TO ADJOURN

The second proposal is to approve any motion to adjourn to a later time to
permit further solicitation of proxies if necessary to establish a quorum or to
obtain additional votes in favor of Proposal 1.

                                    Page 18
<PAGE>
RECOMMENDATION OF THE BOARD OF DIRECTORS

The Company's Board unanimously recommends that the stockholders vote "FOR"
Proposal 2 described above.

                        PROPOSAL 3: ELECTION OF DIRECTORS

--------------------------------------------------------------------------------
                  THE AB HOLDING GROUP, INC. BOARD OF DIRECTORS
--------------------------------------------------------------------------------

STRUCTURE

The business and affairs of the Company are managed under the direction of its
Board of Directors. The Company's Bylaws provide that the Board of Directors
shall consist of not more than 12 members with the exact number to be determined
by the Board of Directors. Members of the Board of Directors are elected for a
term of three years or until their successors are elected. Currently, the Board
of Directors has fixed the number of Class I, II, and III directors at two per
class and has fixed the number of directors constituting the Board of Directors
at six.

The Company has a classified Board of Directors currently consisting of six
directors: two Class I directors, Messrs. Foster and Weber; two Class II
directors, Messrs. DeMatteo and Schuette; and two Class III directors, Messrs.
Inman, and Cunningham. At each Annual Meeting, the members of one class of
directors are elected for a term of three years to succeed those directors whose
terms expire at that Annual Meeting. The terms of the Class I directors expire
at the 2005 Annual Meeting. The Board of Directors has nominated Michael W.
Foster and Udo Weber as Class I directors ("Nominees"). Messrs. Foster and Weber
are members of the present Board of Directors and have consented to continue to
serve as directors.

If any Nominee becomes unable to serve prior to the Annual Meeting, the proxy
holders will have the discretion to vote for a replacement nominee.

     CLASS I - DIRECTORS UP FOR ELECTION IN 2005 FOR TERMS EXPIRING IN 2008

     o   MICHAEL W. FOSTER, 64, President of Astoria Pacific Industries, Inc.,
         an investment company, (since 1989); President of Astoria High School
         Scholarships, Inc., a nonprofit foundation, (since 1990); educator
         (1976-1996); executive director of Clatsop Community College
         Foundation, a nonprofit foundation (1999-2003). Mr. Foster has been a
         director of the Company since 1990.

     o   UDO WEBER, 41, Managing director of BAG-Budissa an agriculture company,
         (since 1994); Managing director of BAW, a bag distribution company
         (former joint venture with the Company) (since 1997); Managing director
         of Ag-Bag Polska, an Ag-Bag distribution company (a subsidiary of BAW)
         (since 1999). Mr. Weber has been a director of the Company since 2002.

               CLASS II - DIRECTORS REMAINING IN OFFICE UNTIL 2006

     o   ARTHUR P. SCHUETTE, 66, Territory Sales Manager of Miller St. Nazianz,
         Inc., a farm equipment manufacturer, (since 2004); Vice President of
         Sales of the Company (1991-2004); Treasurer of the Company (1990-1999);
         Treasurer of Ag-Bag Corporation (1983-1991) (former subsidiary of the
         Company). Mr. Schuette has been a director of the Company since 1990.

     o   JAMES C. DEMATTEO, 48, General Manager of Cargill, Inc., an
         agricultural supply/feed-nutrition company, (since 2004); Manager of
         dairy business development, Cargill Animal Nutrition Western Business
         Unit, a nutrition group of Cargill, (1999-2004); Dairy nutritionist,
         Cargill Animal

                                    Page 19
<PAGE>
         Nutrition (1994-1999); Director, Dairy Vision Group, a dairy business
         group of Cargill, (since 2001); Member, Applied Dairy Technology Team,
         a technical and scientific advisory group within Cargill Animal
         Nutrition, a nutrition group of Cargill, (since 1994). Mr. DeMatteo has
         been a director of the Company since 2002.

              CLASS III - DIRECTORS REMAINING IN OFFICE UNTIL 2007

     o   LARRY R. INMAN, 54, Chief Executive Officer of the Company (1990-2002;
         2004 to present); Chairman of the Board (1990-2000; 2002 to present);
         President of the Company (since 1993); President of Ag-Bag Corporation
         (1984-1989) (former subsidiary of the Company) and Chairman
         (1989-1994). Mr. Inman has been a director of the Company since 1990.

     o   ROY F. CUNNINGHAM, 42, Supervisor, Knex, Inc., a fiber optic company
         (1999-2004); Director, Seminole Lake golf course (since 2003); Sales
         representative, Ag-Bag Corporation (1992-1995) (former subsidiary of
         the Company); Security officer, Bealls Department Stores (1996-1999);
         Farm Manager, Post Oak Ranch, a beef cattle operation (1990-1992). Mr.
         Cunningham has been a director of the Company since 2004 and replaced
         his father, Lemuel E. Cunningham, who is deceased.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES
PRESENTED IN THIS PROPOSAL.

BOARD MEETINGS AND COMMITTEES

In 2004, the Board of Directors met 13 times. In addition to those meetings,
directors attended meetings of individual board committees. Each director
attended more than 75% of the aggregate number of meetings of the Board and
committees during the period for which such director was a member of the Board
and any such Committee. The Company does not have a policy with regard to
directors' attendance at annual stockholders' meetings. One director attended
last year's annual stockholders' meeting.

Our Board has 3 standing committees.

The AUDIT COMMITTEE reviews the Company's annual audit and any comments or
management reports issued in connection therewith and reports to the Board of
Directors on any matters it believes should be brought to the Board's attention.
It is also responsible for reviewing the Company's conflicts of interest, if
any, and reviews matters relating to disclosure, corporate practices, regulatory
and financial reporting, accounting procedures and policies, and financial and
accounting controls. The Audit Committee also recommends the independent auditor
for appointment by the Board and reviews updates on emerging accounting and
auditing issues provided by the independent auditor and by management, to assess
their potential impact on the Company. During 2004, the Audit Committee held 2
meetings.

The COMPENSATION COMMITTEE assists the Board of Directors in fulfilling its
responsibilities in connection with the compensation of Company directors,
officers and employees. It performs this function by recommending standards for
the Company's compensation programs and plans, including various incentives,
compensation, retirement and other benefit plans. The Compensation Committee
members, along with the Board of Directors, participated in the deliberations
concerning executive officer compensation. During 2004, the Compensation
Committee held 1 meeting.

The EXECUTIVE COMMITTEE assists the Board on corporate governance issues and
strategic planning. The Executive Committee consists of the Chairman of the
Board and one non-management director. The Executive Committee also acts as the
nominating committee and makes recommendations to the Board regarding
appropriate size and composition of the Board. The Executive Committee does not
have a charter. Mr. Larry Inman of the Executive Committee is not "independent"
as defined in the NASD Marketplace Rule 4200(a)15. The Executive Committee will
identify qualified individuals to become directors, and make

                                    Page 20
<PAGE>
recommendations to the full Board for approval. It is expected that all
directors will be alert to potential board candidates with appropriate skills
and characteristics and communicate such information to the Executive Committee.
The Executive Committee will consider stockholder suggestions as to nominees for
directors. Such suggestions should be addressed to the Secretary of the Company
at its principal executive offices and contain the name, age, business address
and residence address of the proposed nominee, the principal occupation or
employment of the proposed nominee, the number of shares of the Company held by
the proposed nominee, any other information required by the SEC rules to be
disclosed in a proxy statement and a written consent of the proposed nominee to
being named as a nominee and to serve as a director if elected. In addition, the
proposing stockholder must provide such stockholder's name and address, the
number of shares of the Company held by the stockholder, a description of any
arrangement between the proposed nominee and the stockholder, confirmation that
the stockholder will appear at the meeting to nominate the proposed nominee and
any other information required by the SEC rules to be disclosed in a proxy
statement. Any nominee should have experience in positions with a high degree of
responsibility, be a leader in the organization with which the nominee is
affiliated, understand the Company's business environment and be free from
relationships or conflicts of interest that could interfere with the director's
duties to the Company and its stockholders. The nominee must be willing to
devote sufficient time to carrying out the director's duties and
responsibilities effectively and should be committed to serve on the board for
an extended period of time. The Executive Committee may also develop and
recommend to the Board additional criteria for selecting new directors,
including background, skills, experience, age, diversity, time availability
(including the number of other boards the person sits on), needs of the Board
and current and further business directions of the Company. Although the
Executive Committee has not adopted specific criteria, any proposed nominees
must meet the qualifications set forth in any written guidelines or policies,
when adopted. Assuming compliance with the procedures, there would be no
differences in the evaluation of a proposed nominee if the proposed nominee is
recommend by a stockholder. The Company received no notice of a director
candidate recommended by a stockholder or group within 120 days before the
anniversary of the prior year's release of the proxy statement. The Company did
not pay a fee to any third party to identify or evaluate or assist in
identifying or evaluating potential director nominees. In order to be considered
for the 2006 Annual Meeting of Stockholders, such suggestions should be received
by no later than December 31, 2005.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                              Committee Membership
-----------------------------------------------------------------------------------------------------------------
                                                               Audit         Compensation         Executive
<S>                                                      <C>               <C>                <C>
-----------------------------------------------------------------------------------------------------------------
Roy F. Cunningham (Non-Management Director)                                       |X|
-----------------------------------------------------------------------------------------------------------------
James C. DeMatteo (Non-Management Director)                     |X|
-----------------------------------------------------------------------------------------------------------------
Michael W. Foster (Non-Management Director)              *      |X|        *      |X|
-----------------------------------------------------------------------------------------------------------------
Larry R. Inman                                                                                *      |X|
-----------------------------------------------------------------------------------------------------------------
Arthur P. Schuette (Non-Management Director)
-----------------------------------------------------------------------------------------------------------------
Udo Weber (Non-Management Director)                             |X|                                  |X|
-----------------------------------------------------------------------------------------------------------------
*Chairman of Committee
</TABLE>

                                    Page 21
<PAGE>
COMMUNICATIONS WITH DIRECTORS

Anyone who has a concern about the Company's conduct, accounting, internal
accounting controls, auditing matters or other matters may communicate that
concern directly to the directors, or to the Audit Committee. Concerns may be
submitted confidentially or anonymously. Submissions for directors and the Audit
Committee will be reviewed and relayed by the chair of the Audit Committee, Mr.
Foster. Submissions may be submitted in writing, or reported by phone as
follows:

Michael W. Foster
AB Holding Group, Inc. Audit Comm. Chairman
1636 Irving St.
Astoria, OR  97103
Phone: 503-325-2353

CODE OF ETHICS

The Company has not adopted a Code of Ethics, within the meaning of applicable
SEC rules, relating to the conduct of its officers and directors. The Company
has identified the need for a Code of Ethics but has been unable to adopt one
yet because of other management focus and time constraints.

--------------------------------------------------------------------------------
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

On September 30, 2004, the Company redeemed all 174,000 shares of preferred
stock outstanding owned by the Lemuel E. Cunningham Trust and by members of Mr.
Cunningham's family. The Company maintained life insurance on the life of Mr.
Cunningham in the amount of $1,000,000, and exchanged the life insurance policy
owned by the Company with a value on September 30, 2004, of $363,633, for all of
the outstanding shares of the preferred stock, with a book value of $696,000.
Current Director Roy F. Cunningham is the son of Lemuel E. Cunningham, who is
deceased.

The Company purchased its Tri-Dura(R) rolls from a company owned by Steven G.
Ross ("Supplier") pursuant to a supply agreement. Steven G. Ross is a 15.03%
stockholder in the Company and President of a company which competed with the
Company's Tri-Dura(R) bags. The supply agreement provided that the Company
purchase all of its plastic rolls, with certain exceptions, from Supplier
through at least December 31, 2007. Thereafter, either the Company or Supplier
could terminate the supply agreement upon two years' prior written notice. The
Company could purchase plastic rolls from other suppliers to the extent Supplier
was unable to supply plastic rolls under the supply agreement. Since the closing
of the Asset Sale, the Company no longer has any requirements for plastic rolls
under this supply agreement. On February 9, 2005 in a settlement with Supplier,
the supply agreement was terminated. Pursuant to the terms of the settlement,
the Company paid $400,000 to Supplier, and Supplier agreed to file motions to
dismiss its lawsuit and arbitration against the Company. The Company and
Supplier also released each other from any future claims arising from the
circumstances surrounding the lawsuit and arbitration. Total purchases from
Steven G. Ross for the years ended December 31, 2004, 2003, and 2002, were in
excess of $6 million annually.

--------------------------------------------------------------------------------
                             AUDIT COMMITTEE REPORT
--------------------------------------------------------------------------------

The Audit Committee of the Board of Directors is comprised of three directors
and operates under a written charter adopted by the Board. All directors serving
on the Audit Committee are "independent" as defined in the NASD Marketplace Rule
4200(a)15. Under rules adopted by the SEC, the Company is required to disclose
whether it has an "Audit Committee Financial Expert" serving on its Audit
Committee. Although management

                                    Page 22
<PAGE>
believes that at least one member of the Audit Committee would qualify as an
Audit Committee Financial Expert, the Company's Board of Directors has not
designated any particular member of the Audit Committee as the Audit Committee
Financial Expert under the SEC's rules. Management believes that at least one
member of the Audit Committee is capable of: (i) understanding generally
accepted accounting principles and financial statements; (ii) assessing the
general application these principles in connection with the accounting for
estimates, accruals and reserves; (iii) analyzing and evaluating the Company's
consolidated financial statements; (iv) understanding internal control over
financial reporting; and (v) understanding audit committee functions.

Management is responsible for the Company's internal controls and financial
reporting process. The independent accountants ("auditors") are responsible for
performing an independent audit of the Company's financial statements in
accordance with generally accepted audit standards and issuing a report thereon.
The Audit Committee's responsibility is to monitor these processes. In this
regard, the Audit Committee meets with management and the auditors at each
committee meeting. The committee has the authority to conduct or authorize
investigations into any matters within the scope of its responsibilities and the
authority to retain such outside counsel experts, and other advisors as it
determines appropriate to assist it in the conduct of any such investigation. In
addition, the Audit Committee recommends to the Board the appointment of the
Company's auditors.

In this context, the Audit Committee has discussed with the Company's auditors
the overall scope and plans for the independent audit. The Audit Committee
reviewed and discussed the audited financial statements with management and
management represented to the Audit Committee that the Company's audited
financial statements were prepared in accordance with generally accepted
accounting principles. Discussions about the Company's audited financial
statements included the auditors' judgments about the quality, not just the
acceptability of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements. The Audit
Committee also discussed with the auditors other matters required by Statement
on Auditing Standards No. 61 Communication with Audit Committees, as amended by
SAS No. 90 Audit Committee Communications. Management and the auditors also made
presentations to the Audit Committee during the year on the applicability of new
accounting releases, the Company's critical accounting policies, and the new
requirements of the Sarbanes-Oxley Act of 2002 implemented during the year.

The Company's auditors provided to the Audit Committee the written disclosures
required by Independence Standards Board Standard No. 1 Independence Discussions
with Audit Committees and the Audit Committee discussed the auditors'
independence with management and the auditors. In addition, the Audit Committee
considered whether other non-audit consulting services provided by the auditors'
firm are compatible with maintaining the auditors' independence.

Based on (i) the Audit Committee's discussion with management and the auditors,
(ii) the Audit Committee's review of representations of management, and (iii)
the report of the auditors to the Audit Committee, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2004
filed with the Securities and Exchange Commission. This report shall not be
deemed to be incorporated by reference into any filing by the Company under
either the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, except to the extent that the Company specifically
incorporates the same by reference.

                                    Michael W. Foster, Chairman
                                    James C. DeMatteo
                                    Udo Weber

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Moss Adams LLP was our principal accountant until its resignation as the
Company's principal independent accountant, effective on October 25, 2004. On
January 12, 2005, the Company engaged Semple & Cooper

                                    Page 23
<PAGE>
LLP as its principal independent accountants. Moss Adams LLP and Semple & Cooper
LLP are collectively referred to in this section as the Company's "Principal
Accountants."

Fees billed by our Principal Accountants during the last two fiscal years were
as follows:

<TABLE>
<CAPTION>
                                               ------------------- -------------------
                                                      2004                2003
---------------------------------------------- ------------------- -------------------
<S>                                            <C>                 <C>
Audit Fees(1)                                       $81,977             $102,928
---------------------------------------------- ------------------- -------------------
Audit-related Fees                                   $6,750              $9,000
---------------------------------------------- ------------------- -------------------
Tax Fees                                            $17,250             $22,565
---------------------------------------------- ------------------- -------------------
All other fees(2)                                    $4,848                -
---------------------------------------------- ------------------- -------------------
</TABLE>

(1)  Financial Statement Audit and Quarterly Reviews of Forms 10-Q (including
     expenses)
(2)  Includes reviews of Form 8-K, and proxy (including expenses)

All of the services of the Principal Accountants, whether for audit or non-audit
services, are pre-approved by the Audit Committee. The Audit Committee
pre-approves annually the engagement letter from the Principal Accountants,
which details the specific services to be performed. Those pre-approved services
include the annual audit and 10-K review, quarterly 10-Q reviews, assistance
with adoption of new accounting pronouncements or auditing and disclosure
requirements, internal control reviews and assistance with internal control
reporting requirements, tax compliance, tax planning, preparation and related
tax services and assistance and consultation on questions raised by taxing or
regulatory agencies. Any additional engagement that does not fit within the
definition of the pre-approved service contained in the annual engagement letter
may be presented to the Audit Committee for consideration at its next scheduled
meeting, or if earlier consideration is required, to the committee chairman.



















                                    Page 24
<PAGE>
--------------------------------------------------------------------------------
                     SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                            (As of October 14, 2005)
--------------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of October 14, 2005, by (i) each director,
director nominee and named executive officer; (ii) each person known to the
Company to be a beneficial owner of more than 5% of the outstanding Common
Stock; and (iii) all directors and executive officers as a group. Except as
otherwise indicated in the notes below, each person whose ownership is reported
has sole voting power and sole dispositive power as to the number of shares
shown.

<TABLE>
<CAPTION>
Name and Address                                    Amount and Nature of                Percent of Class
of Beneficial Owner                                 Beneficial Ownership                  Outstanding

<S>                                                 <C>                                  <C>
Steven G. Ross                                            1,800,000                          15.03%
2000 West Marshall Dr.
Grand Prairie, TX  75051

Roy F. Cunningham                                          659,090             (1)           5.50%
332 N. McGowan Ave.
Crystal River, FL  34429
Director

Peter Cundill & Associates (Bermuda) Ltd.                  812,000                           6.78%
Peter Cundill Holdings (Bermuda) Ltd.
The Peter Cundill Trust
15 Alton Hill
Southampton SN01
Bermuda

Larry R. Inman                                             996,881                           8.32%
2320 SE Ag-Bag Lane
Warrenton, OR  97146
Chief Executive Officer, Chairman of the Board,
Director, & President

Michael W. Foster                                          224,260             (2)           1.87%
1636 Irving St.
Astoria, OR  97103
Director

Arthur P. Schuette                                         267,959             (3)           2.24%
513 Porters Neck Rd.
Wilmington, NC  28411
Director

Michael R. Wallis                                          44,057                              *
2320 SE Ag-Bag Lane
Warrenton, OR  97146
Chief Financial Officer & Vice President of Finance






                                    Page 25
<PAGE>
Name and Address                                    Amount and Nature of                Percent of Class
of Beneficial Owner                                 Beneficial Ownership                  Outstanding


Udo Weber                                                  10,000              (4)             *
Birnenalle 10
OT Kleinbautzen
02694 Malschwitz
Germany
Director

James C. DeMatteo                                             -                                -
100 County Road 43
Big Lake, MN  55309
Director

Amy R. White                                               656,289             (5)           5.48%
6486 W. Seven Rivers Dr.
Crystal River, FL  34429

Harvey Houtkin                                             738,618             (6)           6.17%
160 Summit Avenue
Montvale, NJ  07645

All directors and officers as a group (8 persons)         2,438,659            (7)          20.34%
-------------------------------------------------------------------------------------
</TABLE>

* less than 1%

(1)  Includes 216,290 shares held by Roy F. Cunningham Trust, 220,000 shares
     held by Morgan Nicole Cunningham Trust, and 220,000 shares held by Victoria
     E. Cunningham Trust, of which Mr. Cunningham is the trustee.

(2)  Includes 5,118 shares owned by Astoria Pacific Industries, Inc., of which
     Mr. Foster is the President.

(3)  Includes 266,979 shares held jointly with Mr. Schuette's wife.

(4)  Includes 10,000 shares of Common Stock issuable upon exercise of option
     granted under the Incentive Stock Option Plan.

(5)  Includes 448,710 shares held by Amy Cunningham Trust, and 207,579 shares
     held by Brandy Lynn White Trust, of which Ms. White is trustee.

(6)  Includes 163,618 shares owned by Domestic Securities, Inc., of which Mr.
     Houtkin is CEO, 125,000 shares owned by Mr. Houtkin's wife, 100,000 shares
     owned by Stuart Houtkin, 100,000 shares owned by Michael Houtkin, and
     100,000 shares owned by Brad Houtkin, all of whom are Mr. Houtkin's sons.

(7)  Includes 10,000 shares issuable upon exercise of option granted under the
     Incentive Stock Option Plan.





                                    Page 26
<PAGE>
--------------------------------------------------------------------------------
                                PERFORMANCE GRAPH
--------------------------------------------------------------------------------

The following performance graph compares cumulative total return for Company
stockholders over the past five years against the cumulative total return of the
Standard & Poor's 500 Stock Index, and against the Standard & Poor's Machinery
Group Index. (The Company, since it had eleven months of its operations as an
equipment manufacturing concern, felt the S&P Machinery Group Index was the best
available peer group index to use for comparison purposes.) The graph assumes
$100 is invested in Company stock and each of the other two indices at the
closing market quotation on December 31, 1999 and dividends are reinvested. The
stock price performance shown on the graph is not necessarily indicative of
future price performance.

                                [GRAPHIC OMITTED]

                  1999       2000       2001       2002        2003        2004
                  ----       ----       ----       ----        ----        ----
AB Holding      $100.00    $ 84.64    $ 51.70    $ 54.16     $ 86.16     $ 83.70
S&P 500         $100.00    $ 90.97    $ 80.19    $ 62.57     $ 80.32     $ 88.94
S&P Mach.       $100.00    $ 96.94    $104.61    $102.07     $153.48     $184.42

Although the companies included in the Standard & Poor's Machinery Group Index
generally have a larger market capitalization than the Company and its former
operations, such companies were believed to provide the closest peer group
representation with respect to the industry formerly served by the Company.

This performance graph shall not be deemed to be incorporated by reference into
any filing by the Company under either the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, except to the extent that
the Company specifically incorporates the same by reference.
























                                    Page 27
<PAGE>
--------------------------------------------------------------------------------
                       BOARD COMPENSATION COMMITTEE REPORT
                            ON EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

The underlying objectives of the Company's compensation strategy are to attract
and retain the best possible executive talent, to motivate those executives to
achieve optimum operating performance for the Company, to link executive and
stockholder interests through equity-based plans and to provide a compensation
package that recognizes individual contributions as well as overall business
results. There are three components to the Company's executive compensation:
base salary, long-term incentives in the form of stock options, and incentive
(bonus) payments. The incentive (bonus) payments are only paid in the event the
Company is profitable as they are based on a percentage of net income.

Base Salary. Base salary for each executive officer, other than for Larry R.
Inman, was subjectively determined by an assessment of his or her sustained
performance, advancement potential, experience, responsibility, scope and
complexity of the position, and current salary in relation to salary levels for
comparable positions in the industry, based on the Company's general awareness
of such salary levels.

Long-Term Incentives. Stock options are periodically granted to the Chief
Executive Officer and other executive officers to encourage management of the
Company from the perspective of an owner with an equity interest in the Company.
Vesting is used to encourage key employees to continue in the employ of the
Company.

Annual Incentives. The Company's executive officers receive an annual bonus from
the Company under their employment agreements. There were no bonus payments made
in the fiscal year ended December 31, 2004.

Chief Executive Officer. Prior to his resignation on December 1, 2004, Mr.
Schoville's compensation was based on his employment arrangement with the
Company, which provided for a base salary and had a bonus provision of 2.5% of
the net income of the Company. Since the Company was not profitable for 2004,
there was no bonus paid to Mr. Schoville. Mr. Schoville's compensation as set
forth in his employment arrangement was derived from the value of his industry
expertise and the compensation of comparable industry executives. Mr. Inman's
compensation, who became CEO upon the resignation of Mr. Schoville, is based on
his employment contract with the Company, which provides for a base salary and
has a bonus provision of 2.5% of the net income of the Company. Since the
Company was not profitable for 2004, there was no bonus paid to Mr. Inman. Mr.
Inman's compensation as set forth in his employment contract was derived from
the value of his industry expertise and the compensation of comparable industry
executives.

The Company does not have any "Excessive Employee Remuneration" as defined in
section 162(m) of the Internal Revenue Code.

This report shall not be deemed to be incorporated by reference into any filing
by the Company under either the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates the same by reference.

                                        Michael W. Foster, Chairman
                                        Roy F. Cunningham




                                    Page 28
<PAGE>
--------------------------------------------------------------------------------
                             EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

The following table sets forth certain information for each of the years ended
December 31, 2004, 2003 and 2002, regarding compensation accrued or paid by the
Company to (1) the Company's Chief Executive Officer, and (2) each executive
officer of the Company who accrued or was paid compensation in excess of
$100,000 in the year ended December 31, 2004 (the "Named Executive Officers"):

<TABLE>
<CAPTION>
---------------------------- ---------- ----------------------------------------- -------------- ---------------- -----------------
                                               Summary Compensation Table

---------------------------- ---------- ----------------------------------------- ------------------------------- -----------------
                                                  Annual Compensation                 Long Term Compensation
                                        ----------------------------------------- -------------------------------

                                                                 Other Annual       Restricted      Securities        All Other
Name and Principal Position               Salary      Bonus      Compensation         Stock         Underlying       Compensation
                               Year        ($)         ($)            ($)             Awards         Options             ($)
---------------------------- ---------- ----------- ---------- ------------------ --------------- --------------- -----------------
<S>                          <C>        <C>         <C>        <C>                <C>             <C>             <C>
Michael J. Schoville,          2004       99,917        -              -                -               -                 -
CEO (until 12/01/2004)         2003      110,000        -              -                -               -                810 (3)
                               2002       91,667        -              -                -             30,000             810 (3)
---------------------------- ---------- ----------- ---------- ------------------ --------------- --------------- -----------------
Larry R. Inman,                2004      123,581        -              -                -               -                 -
CEO (after 12/01/2004)         2003      133,138        -              -                -               -                 -
& President                    2002      108,000        -         14,400 (1)            -               -                 -
---------------------------- ---------- ----------- ---------- ------------------ --------------- --------------- -----------------
Michael R. Wallis,             2004       91,015        -              -                -               -                 -
CFO & VP of Finance            2003       99,350        -              -                -               -                 -
                               2002       90,000        -          4,800 (2)            -               -                 -
---------------------------- ---------- ----------- ---------- ------------------ --------------- --------------- -----------------
</TABLE>

(1)  Included a $4,800 automobile expense allowance and a $9,600 farm-related
     expense allowance.
(2)  Automobile expense allowance.
(3)  Dollar value of term life insurance premium paid on behalf of Mr.
     Schoville.

No stock appreciation rights or stock options were granted to the Company's
executive officers during the last fiscal year. Mr. Schoville exercised his
outstanding option during the last fiscal year, prior to his resignation on
December 1, 2004.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                           Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values


                                                               -------------------------------------- ------------------------------
                                                                  Number of Securities Underlying      Value of Unexercised In-the-
                                                                    Unexercised Options/SARs at           Money Options/SARs at
------------------------------- ---------------- -------------           December 31, 2004                  December 31, 2004
                                Shares Acquired     Value                        (#)                                ($)
             Name               on Exercise (#)  Realized ($)       (Exercisable/Unexercisable)        (Exercisable/Unexercisable)
------------------------------- ---------------- ------------- -------------------------------------- ------------------------------

<S>                             <C>              <C>           <C>                                    <C>
Michael J. Schoville (1)            20,000        $3,200 (2)                    0/0                                $0/$0
------------------------------- ---------------- ------------- -------------------------------------- ------------------------------
Larry R. Inman                         0              0                         0/0                                $0/$0
------------------------------- ---------------- ------------- -------------------------------------- ------------------------------
Michael R. Wallis                      0              0                         0/0                                $0/$0
------------------------------- ---------------- ------------- -------------------------------------- ------------------------------
</TABLE>

(1) - Mr. Schoville resigned from his position as Chief Executive Officer
      effective December 1, 2004.
(2) - Calculated based upon the closing market price of the Company's Common
      Stock at November 29, 2004 of $.41, the exercise date, and the exercise
      price of $.25 for the option.



                                    Page 29
<PAGE>
DIRECTOR COMPENSATION

Of our current Board members, Mr. Inman is a salaried employee of the Company.
In 2004, Mr. Schuette was a salaried employee of the Company prior to his
termination as a result of the Asset Sale. Board members that are not salaried
employees of the Company receive separate compensation for Board service. For
2005, that compensation includes:
--------------------------------------------------------------------------------
Attendance Fees:                   $1,000 for each in-person Board meeting
                                   $  500 for each Board committee meeting
                                   Expenses related to attendance
--------------------------------------------------------------------------------
Stock Options:                     Per Non-Employee Director Stock Option Plan*
--------------------------------------------------------------------------------
*Pursuant to the Company's Non-Employee Director Stock Option Plan, adopted in
1996, each non-employee director receives an initial option to purchase 50,000
shares of the Company's Common Stock, ("Common Stock"), which vest over a three
year period at the rate of 40% after six months, 40% after two years and 20%
after three years. At each annual meeting, directors who have served a
three-year term receive an annual option to purchase 10,000 shares of Common
Stock exercisable six months after the grant date. The exercise price for the
options granted to non-employee directors is equal to the fair market value of
the Common Stock on the date of grant. During 2004 as a result of the Asset Sale
to Miller, all options outstanding under this plan were accelerated and became
exercisable 15 days prior to the closing of the Asset Sale or they expired. No
options were exercised during this acceleration period and all 300,000 options
previously outstanding, expired and went back into the plan for future use. No
annual grant occurred in 2004. There were no options outstanding under this
Non-Employee Director Stock Option Plan at December 31, 2004.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with executive officers Messrs. Inman, and
Wallis, which are automatically renewed on a yearly basis, unless terminated by
the death or disability of the employee, or upon at least six months written
notification by either party. The employment agreements provide for base
compensation, bonus compensation and participation in the employee benefit plans
offered by the Company. Prior to the closing of the Asset Sale, Mr. Jay and Mrs.
Tucker previously had employment agreements with the Company which were
terminated upon the closing of the Asset Sale. The base compensation and bonus
compensation provided for in the employment agreements is summarized in the
following table:

<TABLE>
<CAPTION>
------------------------------ --------------------------------- ----------------------------------------------
Employee                       Base Compensation                 Bonus Compensation
------------------------------ --------------------------------- ----------------------------------------------
<S>                            <C>                               <C>
Larry R. Inman                 $121,881 per year                 2.5% of net income after taxes and bonus (if
                                                                 any)
------------------------------ --------------------------------- ----------------------------------------------
Michael R. Wallis              $90,180 per year                  2.5% of net income after taxes and bonus (if
                                                                 any)
------------------------------ --------------------------------- ----------------------------------------------
</TABLE>

On April 11, 2000, the Company entered into Change of Control Agreements with
its current and former executive officers, Messrs Inman, Jay, Wallis and
Schuette, and Mrs. Tucker and other key personnel. These agreements provide for
payments to the executive officer or key employee of the Company, of one year's
annual base salary, and a bonus of $5,000 for each year of Company service in
excess of five years, in addition to outplacement services and continued Company
employee benefit coverage for a one year period, in the event that such officer
is terminated without cause within the period governed by the agreement.

As a result of the change of control from the closing of the Asset Sale, and the
termination of employment by the Company, these agreements became effective for
former executive officers Jay, Schuette, and Tucker, and other key personnel,
and pursuant to the terms of the agreements, the Company began making payments
under these agreements. The approximate value of the termination payments and
benefits were as follows:

                                    Page 30
<PAGE>
-------------------------------------- ----------------------------------------
Name and Position                         Approximate Value of Termination
                                                Payments and Benefits
-------------------------------------- ----------------------------------------
Walter L. Jay, Vice President of                      $199,185
Manufacturing
-------------------------------------- ----------------------------------------
Arthur P. Schuette, Vice President                    $187,005
of Sales and director
-------------------------------------- ----------------------------------------
LouAnn Tucker, Vice President and                     $186,765
Secretary
-------------------------------------- ----------------------------------------
Debbie Linder, Environmental                          $126,115
Operations Manager
-------------------------------------- ----------------------------------------
Linda Shepard, Blair Office Manager                   $135,005

-------------------------------------- ----------------------------------------
         Total                                        $834,075
-------------------------------------- ----------------------------------------


--------------------------------------------------------------------------------
                                  OTHER MATTERS
--------------------------------------------------------------------------------

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires that the Company's officers, directors or persons who own more
than 10% of the Common Stock of the Company file with the Securities and
Exchange Commission (the "SEC") initial reports of beneficial ownership on Form
3 and reports of changes in beneficial ownership of Common Stock and other
equity securities of the Company on Form 4 and Form 5. Officers, directors and
holders of more than 10% of the Common Stock are required by SEC regulations to
furnish to the Company copies of all Section 16(a) reports that they file. Based
solely on a review of the copies of such reports furnished to the Company and
written representations with respect to the fiscal year ended December 31, 2004,
Mr. Roy F. Cunningham filed a late Form 3 to report his initial holdings upon
becoming a director of the Company.

STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING

Proposals submitted in reliance upon Rule 14a-8 of Regulation 14A: Any
stockholder proposals to be considered for inclusion in the proxy materials for
the Company's 2006 Annual Meeting must be received at the principal executive
offices of the Company not later than _______________, 2006.

Proposals not submitted in reliance upon Rule 14a-8 of Regulation 14A: The proxy
holders will have discretionary authority to vote on any proposal that is
presented at the 2006 Annual Meeting and not contained in the Company's proxy
materials unless the Company receives notice of such proposal at its principal
office no later than _______________, 2006.

MATTERS RAISED AT THE MEETING NOT INCLUDED IN THIS STATEMENT

As of the date of this Proxy Statement, the Company is not aware of any other
business to be presented at the Annual Meeting. However, if other matters
properly come before the meeting, the proxy holders will vote the proxies
received in accordance with their best judgment on such matters to the extent
allowed by Rule 14a-4(c) of Regulation 14A.

                                    Page 31
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS

Moss Adams LLP was our principal accountant for the year ended December 31,
2003. On October 25, 2004, Moss Adams LLP notified the Company that they were
resigning as the Company's independent accountant. The resignation became
effective on October 25, 2004. On January 12, 2005, the Company engaged Semple &
Cooper LLP as its principal independent accountants.

The report of Moss Adams LLP on the financial statements for the fiscal year
ended December 31, 2003 contains no adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope, or accounting
principles. The report of Semple & Cooper LLP on the financial statements for
the fiscal year ended December 31, 2004 contains no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principles.

In connection with its audit for the fiscal year ended December 31, 2003 and
through the effective date of Moss Adams LLP's resignation, there have been no
disagreements with Moss Adams LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moss Adams LLP, would have
caused it to make reference thereto in its reports on financial statements for
such year.

Semple & Cooper LLP continues as our principal accountant for the current year.
We do not expect a representative of Moss Adams LLP, or Semple & Cooper LLP to
be present at the Annual Meeting. Therefore, we do not expect that Moss Adams
LLP or Semple & Cooper LLP will have an opportunity to make a statement if they
desire to do so, and will not be available to respond to questions from
stockholders.

--------------------------------------------------------------------------------
                           INCORPORATION BY REFERENCE
--------------------------------------------------------------------------------

This proxy statement incorporates by reference the documents listed below, which
contain important business and financial information. The information
incorporated by reference is considered a part of this proxy statement, except
for any information superseded by information contained in this proxy statement.

The following documents are attached to and incorporated by reference into this
proxy statement:

     o   Our Annual Report on Form 10-K for the fiscal year ended December 31,
         2004; and

     o   Our Quarterly Report on Form 10-Q for the quarter ended September 30,
         2005.

Any statement contained in a document incorporated by reference in this proxy
statement will be deemed to be modified or superseded for purposes of this proxy
statement to the extent that a statement contained in this proxy statement
modifies or supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this proxy statement.

We also file reports, proxy statements and other information with the SEC. You
may read any document filed by us at the SEC's public reference room at 450
Fifth Street, NW, Washington, D.C. 20549. Please call the SEC toll free at
1-800-SEC-0330 for information about its public reference room. You may also
read our filings at the SEC's web site at http://www.sec.gov.


                                   BY ORDER OF THE BOARD OF DIRECTORS


                                   LouAnn Tucker, Secretary



                                     Page 32

<PAGE>
                                     ANNEX A

                             PLAN OF DISSOLUTION AND
                      LIQUIDATION OF AB HOLDING GROUP, INC.

         This Plan of Dissolution and Liquidation (the "PLAN") is intended to
accomplish the dissolution and liquidation of AB Holding Group, Inc., a Delaware
corporation (the "COMPANY"), in accordance with Section 275 and other applicable
provisions of the Delaware General Corporation Law ("DGCL") and Sections 331 and
336 (or Sections 332 and 337, as appropriate) of the Internal Revenue Code of
1986, as amended (the "CODE").

1.       APPROVAL AND ADOPTION OF PLAN.

         This Plan will be effective when all of the following steps have been
completed:

         (a) Resolutions of the Company's Board of Directors. The Company's
         Board of Directors (the "BOARD") will have adopted a resolution or
         resolutions with respect to the following:

              (i) Dissolution and Liquidation: The Board will determine that it
              is deemed advisable for the Company to be dissolved and liquidated
              completely.

              (ii) Adoption of the Plan: The Board will approve this Plan as the
              appropriate means for carrying out the dissolution and complete
              liquidation of the Company.

         (b) Adoption of this Plan by the Company's Common Stockholders. The
         holders of a majority of the outstanding shares of the Company's common
         stock (the "COMMON STOCK") entitled to vote thereon will have adopted
         this Plan at a meeting of the stockholders of the Company called for
         such purpose by the Board.

2.       DISSOLUTION AND LIQUIDATION PERIOD.

         Once the Plan is effective, the steps set forth below will be completed
at such times as the Board, in its absolute discretion, deems necessary,
appropriate or advisable:

         (a) The filing of a Certificate of Dissolution of the Company (the
         "CERTIFICATE OF DISSOLUTION") pursuant to Section 275 of the DGCL
         specifying the date (no later than ninety (90) days after the filing)
         upon which the Certificate of Dissolution will become effective (the
         "EFFECTIVE DATE");

         (b) The cessation of all of the Company's business activities, except
         and insofar as necessary for the sale of its assets (including the
         closing of the real estate transaction discussed in Section 4 below)
         and for the proper winding up of the Company pursuant to Section 278 of
         the DGCL;

         (c) The payment, or the making of adequate provision for payment, of
         all known and unknown claims against the Company, including all
         expenses of the sale of any of the Company's assets and of the
         dissolution and liquidation provided for by the Plan in accordance with
         Section 280 of the DGCL;

         (d) The distribution of the remaining funds of the Company and the
         distribution of remaining unsold assets of the Company, if any, to its
         stockholders pursuant to Sections 7 and 8 below; and

         (e) The completion of all actions that may be necessary, appropriate or
         desirable to dissolve and terminate the corporate existence of the
         Company.

         Notwithstanding the foregoing, the Company will not be required to
follow the procedures described in Section 280 of the DGCL, and the adoption of
the Plan by the holders of the Company's Common Stock will constitute full and
complete authority for the Board and the officers of the Company, without
further stockholder action, to proceed with the dissolution and liquidation of
the Company in accordance with any applicable provision of the DGCL, including,
without limitation, Section 281(b) thereof.
<PAGE>
3.       AUTHORITY OF OFFICERS AND DIRECTORS.

         After the Effective Date, the Board and the officers of the Company
will continue in their positions for the purpose of winding up the affairs of
the Company as contemplated by the DGCL. The Board may appoint officers, hire
employees and retain independent contractors in connection with the winding up
process, and is authorized to pay to the Company's officers, directors and
employees, or any of them, compensation or additional compensation above their
regular compensation, in money or other property, in recognition of the
extraordinary efforts they, or any of them, will be required to undertake, or
actually undertake, in connection with the successful implementation of this
Plan, provided that any such compensation is fair and reasonable with respect to
the efforts extended by any recipient of such compensation. Adoption of this
Plan by holders of a majority of the voting power represented collectively by
the outstanding shares of Common Stock will constitute the approval of the
Company's stockholders of the Board's authorization of the payment of any such
compensation.

The adoption of the Plan by the holders of the Company's Common Stock will
constitute full and complete authority for the Board and the officers of the
Company, without further stockholder action, to do and perform any and all acts
and to make, execute and deliver any and all agreements, conveyances,
assignments, transfers, certificates and other documents of any kind and
character that the Board or such officers deem necessary, appropriate or
advisable: (i) to dissolve the Company in accordance with the laws of the State
of Delaware; (ii) to sell, dispose, convey, transfer and deliver any remaining
the assets of the Company; (iii) to satisfy or provide for the satisfaction of
the Company's obligations in accordance with the DGCL; and (iv) to distribute
all of the remaining funds of the Company and any unsold assets of the Company
to the holders of the Company's Common Stock.

4.       CLOSING OF REAL ESTATE TRANSACTION; CONVERSION OF ASSETS INTO CASH OR
         OTHER DISTRIBUTABLE FORM.

         Upon the closing of the sale of the Company's Warrenton, Oregon
facility, all of the Company's material assets must be converted to cash, and
the Company may not engage in any further business activities except those
related to the dissolution and liquidation of the Company as set forth in this
Plan.

         Subject to approval by the Board, the officers, employees and agents of
the Company must, as promptly as feasible, proceed to collect any and all sums
due or owing to the Company; to sell and convert into cash any and all remaining
corporate assets; and to pay, satisfy and discharge out of the assets of the
Company, or make adequate provision for the payment, satisfaction and discharge
of, all debts and liabilities of the Company pursuant to Section 2 above,
including all expenses of the sale of assets and of the dissolution and
liquidation provided for by the Plan.

5.       PROFESSIONAL FEES AND EXPENSES; CHANGE IN CONTROL PAYMENTS

         It is specifically contemplated that the Board may authorize the
payment of professional fees and expenses of the Company, including, among other
things, any costs payable pursuant to the indemnification of the Company's
officers or members of the Board provided by the Company pursuant to its
Certificate of Incorporation and Bylaws or the DGCL or otherwise.

         In addition, in connection with and for the purpose of implementing and
assuring completion of this Plan, the Company may, in the sole and absolute
discretion of the Board, pay any brokerage, agency and other fees and expenses
of persons rendering services to the Company in connection with the collection,
sale, exchange or other disposition of the Company's property and assets and the
implementation of this Plan. The Company may also pay any applicable filing fees
and expenses necessary to implement this Plan.

         The Company will make certain payments to Larry R. Inman and Michael R.
Wallis pursuant to Change in Control Agreements between the Company and those
individuals.

6.       INDEMNIFICATION.

         The Company will continue to indemnify its officers, directors,
employees and agents in accordance with its Certificate of Incorporation and
Bylaws and any contractual arrangements, for actions taken in connection with
this Plan and the winding up of the affairs of the Company. The Board, in its
sole and absolute discretion, is authorized to obtain and maintain insurance as
may be necessary, appropriate or advisable to cover the Company's obligations
hereunder, including without limitation directors' and officers' liability
coverage.
<PAGE>
7.       LIQUIDATING TRUST.

         The Board may, but is not required to, establish a liquidating trust
(the "LIQUIDATING TRUST") and distribute assets of the Company to the
Liquidating Trust. The Liquidating Trust may be established by agreement with
one or more trustees (the "TRUSTEES") selected by the Board. If the Liquidating
Trust is established by agreement with one or more Trustees, the trust agreement
establishing and governing the Liquidating Trust will be in form and substance
determined by the Board. In the alternative, the Board may petition a court of
competent jurisdiction for the appointment of one more Trustees to conduct the
liquidation of the Company, subject to the supervision of the court. Whether
appointed by an agreement or by the court, the Trustees will in general be
authorized to take charge of the Company's property, and to collect the debts
and property due and belonging to the Company, with power to prosecute and
defend, in the name of the Company or otherwise, all such suits as may be
necessary or proper for the foregoing purposes, and to appoint agents under them
and to do all other acts which might be done by the Company that may be
necessary, appropriate or advisable for the final settlement of the unfinished
business of the Company.

8.       LIQUIDATING DISTRIBUTIONS.

         Liquidating distributions, in cash or in kind, must be made from time
to time after the adoption of the Plan to the holders of record of outstanding
shares of Common Stock of the Company, pro rata in accordance with the
respective number of shares held of record; provided that in the opinion of the
Board adequate provision has been made for the payment, satisfaction and
discharge of all known, unascertained or contingent debts, obligations and
liabilities of the Company (including costs and expenses incurred and
anticipated to be incurred in connection with the complete liquidation of the
Company). All determinations as to the time for and the amount and kind of
liquidating distributions must be in the exercise of the absolute discretion of
the Board and must be in accordance with Section 281 of the DGCL. As provided in
Section 11 below, distributions made pursuant to this Plan must be treated as
made in complete liquidation of the Company within the meaning of the Code and
the regulations promulgated thereunder.

9.       AMENDMENT, MODIFICATION OR ABANDONMENT OF PLAN.

         If for any reason the Board determines that such action would be in the
best interests of the Company, it may amend, modify or abandon the Plan and all
action contemplated thereunder, notwithstanding stockholder approval of the
Plan, to the extent permitted by the DGCL; provided, however, that the Board may
not amend or modify the Plan under circumstances that would require additional
stockholder approval under the DGCL and the federal securities laws without
complying with the DGCL and the federal securities laws. Upon the abandonment of
the Plan, the Plan will be void.

10.      CANCELLATION OF STOCK AND STOCK CERTIFICATES.

         The distributions to the stockholders pursuant to Sections 7 and 8 will
be in complete redemption and cancellation of all of the outstanding common
stock of the Company. As a condition to receipt of any distribution to the
stockholders, the Board of Directors or the Trustees, in their absolute
discretion, may require the stockholders to (i) surrender their certificates
evidencing the common stock to the Company or its agent for recording of such
distributions thereon or (ii) furnish the Company with evidence satisfactory to
the Board of Directors or the Trustees of the loss, theft or destruction of
their certificates evidencing the common stock, together with such surety bond
or other security or indemnity as may be required by and satisfactory to the
Board of Directors or the Trustees ("SATISFACTORY EVIDENCE AND INDEMNITY"). As a
condition to receipt of any final distribution to the stockholders, the Board of
Directors or the Trustees, in their absolute discretion, may require the
stockholders to (i) surrender their certificates evidencing common stock to the
Company or its agent for cancellation or (ii) furnish the Company with
Satisfactory Evidence and Indemnity. The Company will finally close its stock
transfer books and discontinue recording transfers of Common Stock on the
earliest date (the "FINAL RECORD DATE") to occur of (i) the close of business on
the record date fixed by the Board of Directors for the final liquidating
distribution, (ii) the close of business on the date on which the remaining
assets of the Company are transferred to the Liquidating Trust or (iii) the
Effective Date, and thereafter certificates representing common stock will not
be assignable or transferable on the books of the Company except by will,
intestate succession, or operation of law.
<PAGE>
11.      LIQUIDATION UNDER CODE SECTIONS 331 AND 336 (OR SECTIONS 332 AND 337,
         AS APPROPRIATE).

         It is intended that this Plan be a plan of complete liquidation of the
Company in accordance with the terms of Sections 331 and 336 (or Sections 332
and 337, as appropriate) of the Code. The Plan authorizes the taking of such
action as, in the opinion of counsel for the Company, may be necessary to
conform with the provisions of said Sections 331 and 336 (or Sections 332 and
337, as appropriate) and the regulations promulgated thereunder, including,
without limitation, the making of an election under Code Section 336(e), if
applicable.

12.      FILING OF TAX FORMS.

         The appropriate officers of the Company are authorized and directed,
within thirty (30) days after the effective date of the Plan, to execute and
file a United States Treasury Form 966 pursuant to Section 6043 of the Code and
such additional forms and reports with the Internal Revenue Service as may be
necessary or appropriate in connection with this Plan and the carrying out
thereof.







































<PAGE>

                             AB HOLDING GROUP, INC.
                     ANNUAL MEETING - ______________, _____
            THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Larry Inman and LouAnn Tucker, and each of them,
proxies, with power of substitution to vote on behalf of the undersigned all
shares that the undersigned may be entitled to vote at the annual meeting of
stockholders of AB Holding Group, Inc. to be held at the offices of Ag-Bag
Forage Solutions, 92365 Riekkola Rd., Astoria, Oregon, on ______________, _____,
at 9:00 A.M. local time, or at any adjournment or adjournments thereof, with all
powers that the undersigned would possess if personally present, with respect to
the following:

--------------------------------------------------------------------------------
PROPOSAL 1 - Approval of dissolution and liquidation of the Company (Proposed by
Board of Directors)

      |_|      FOR              |_|      AGAINST            |_|     ABSTAIN

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPOSAL 2 - Approval of adjournment of the Annual Meeting (Proposed by Board of
Directors)

      |_|      FOR              |_|      AGAINST            |_|     ABSTAIN

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPOSAL 3 - Election of class I directors (Proposed by Board of Directors)

         |_|      FOR all nominees listed below (except as marked to the
                  contrary below) or, if any named nominee is unable to serve,
                  for a substitute nominee.

         |_|      WITHHOLD AUTHORITY to vote for all nominees listed below.

                  Michael W. Foster             Udo Weber

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

                  ------------------------     -------------------------

--------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE PROPOSALS.

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH
PROPOSAL. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION AS TO OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

                                   Date: _______________________, 200_.

                                   _____________________________________________
                                   Stockholder's Signature

                                   _____________________________________________
                                   Stockholder's Signature (if shares are held
                                   jointly)

                                   Please date and sign exactly as your name
                                   appears hereon, including designation as
                                   executor, trustee, etc., if applicable. When
                                   shares are held jointly, each joint owner
                                   should sign. If a corporation, please sign in
                                   full corporate name by the president or other
                                   authorized officer. If a partnership or other
                                   entity, please sign in such entity's name by
                                   an authorized person.


PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
