**Exhibit 10.11**

 

**STOCK PURCHASEAGREEMENT**

 

***Stock PurchaseAgreement*** executed on May 14, 2001 betweenCastletop Investments, L.P. (d/b/a Castletop Capital), a Texas limitedpartnership with a principal place of business located at 5000 Plaza on theLake, Suite 170, Austin, Texas 78746 (“Purchaser”) and Bio-ReferenceLaboratories, Inc., a New Jersey corporation with a principal place of businesslocated at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (“BRLI”).

**WITNESSETH:**

 

**WHEREAS,** thePurchaser has provided BRLI’s management with valuable managerial advice andBRLI wishes to obtain the Purchaser’s services as a director in the future toprovide managerial guidance and assistance on an on-going basis, and

 

**WHEREAS,** thePurchaser wishes to make a substantial equity investment in BRLI and is willingto serve as a member of BRLI’s board of directors on the terms and conditionsherein set forth, and

 

**WHEREAS,** BRLI iswilling to sell a substantial number of shares of its authorized but unissuedcommon stock to the Purchaser at a discount from the current market price forthe common stock in the over-the-counter market on the terms and conditionsherein set forth.

 

**NOW THEREFORE,** inconsideration of the mutual covenants and agreements herein contained, the partiesagree as follows:

 

**1.             Sale and Purchaseof the BRLI Shares of Common Stock**

 

Basedupon the representations and warranties herein contained and subject to theterms and conditions hereinafter set forth, the Purchaser shall purchase fromBRLI and BRLI shall sell to the Purchaser, an aggregate 1,500,000 shares ofBRLI’s authorized but unissued common stock (the “Shares”) at an aggregatepurchase price of $1,500,000 (the “Purchase Price”) or $1.00 per Share.

 

**2.             The Closing**

 

(A)          The closing of such sale and purchase(the “Closing”) shall take place at the offices of BRLI at 481 Edward H. RossDrive, Elmwood Park, New Jersey 07407 at 2:00 o’clock P.M. (local time) onMonday, May 14, 2001, or at such date and time thereafter as the parties heretoshall mutually agree, in a writing executed by BRLI on the one hand and byPurchaser on the other.

 

(B)           At the Closing, the Purchaser willdeliver a certified or bank check or will wire funds payable to BRLI in NewYork Clearing House Funds, in the amount of the Purchase Price, to BRLI, infull payment for the Shares.

(C)           At the Closing, BRLI will deliver astock certificate for the Shares, in the Purchaser’s name, to the Purchaser.The certificate will be registered in the name of the Purchaser but the Shareswill not be registered under the Securities Act of 1933 (the “Securities Act”).

 

**3.             Representations andWarranties of BRLI**

 

BRLIhereby represents and warrants to the Purchaser that the following is true:

 

(A)          Organization, Good Standing andQualification – BRLI is a corporation duly organized, validly existing andin good standing under the laws of the State of New Jersey and has allrequisite power and authority to carry on its business as it is now beingconducted. BRLI is duly qualified to transact business and is in good standingin each jurisdiction in which the failure to so qualify would have a materialadverse effect on its business or properties.

 

(B)           Corporate Power – BRLI willhave at the Closing all requisite corporate power and authority (i) to executeand deliver this Stock Purchase Agreement and each other document executed inconnection herewith, (ii) to sell and issue the Shares, and (iii) to carry outand perform its obligations under the terms of this Stock Purchase Agreement.

 

(C)           Filings – BRLI has filed withthe Securities and Exchange Commission (the “SEC”) all documents (the “SECDocuments”) required to be filed with the SEC since November 1, 1999 pursuantto the Securities Exchange Act of 1934 (the “Exchange Act”). BRLI has madeavailable to the Purchaser, true and complete copies of the SEC Documents thatBRLI has been required to file and/or has filed with the SEC relating to theyear ended October 31, 2000 and all periods thereafter. To the best of BRLI’sknowledge and belief, as of their respective filing dates, the SEC Documentscomplied in all material respects with the requirements of the Exchange Act,and, to the best of BRLI’s knowledge and belief, none of the SEC Documentscontained any untrue statement of a material fact or omitted to state amaterial fact required to be stated therein or necessary to make the statementsmade therein, in light of the circumstances under which they were made, notmisleading. BRLI qualifies under applicable law as a “Registrant” to use a FormS-3 Registration Statement to effect the registration of its securities withthe SEC but does not meet the “transaction” requirements for a primary offeringunder Form S-3. To the best of BRLI’s knowledge and belief, the financialstatements of BRLI, including the notes thereto, included in the SEC Documents(the “Financial Statements”) comply as to form in all material respects withapplicable accounting requirements and with the published rules and regulationsof the SEC with respect thereto, have been prepared in accordance withgenerally accepted accounting principles consistently applied (except as may beindicated in the notes thereto or, in the case of unaudited statements, aspermitted by Form 10-Q of the SEC) and fairly present the financial conditionat the dates thereof and of its operations and cash flows for the periods thenended (subject, in the case of unaudited statements, to normal, recurring auditadjustments). There has been no change in BRLI’s accounting policies except asdescribed in the notes to the Financial Statements. BRLI has no materialobligation other than (i) those set forth in the Financial Statements and (ii)those not required to be set forth in the Financial Statements under generallyaccepted accounting principles.

(D)          No Material Adverse Change –Since January 31, 2001, there has not been any material adverse change in theresults of operations, financial condition, assets, liabilities or businessprospects of BRLI or, except as described in (E) of this Section 3, therecurrence of any event which, with the passage of time or otherwise, wouldresult in a material adverse change in the financial condition, assets,liabilities or business prospects of BRLI (other than on account of matterswhich affect generally the economy or the industry in which BRLI is engaged).

 

(E)           Compliance with Other Instruments– At October 31, 2000, BRLI was in default under its principal Loan Agreement(the “Loan Agreement”) with PNC Bank (the “Bank”) due to BRLI’s failure tomaintain a certain tangible net worth at fiscal year end as well as due to itsadvancing of loans to two wholly owned subsidiaries. The Bank waived theseviolations effective October 31, 2000 and the loan due date was extended toSeptember 30, 2001. At January 31, 2001 and again at April 30, 2001, BRLIcontinued to be in default with respect to the prohibitions against loans tothese two subsidiaries and notified the Bank which has taken no action withrespect thereto at the date hereof. Except for the above defaults with respectto the prohibition against loans under the Loan Agreement, BRLI is not, to thebest of its knowledge and belief, in default in the performance of any materialobligation, agreement or condition contained in any note or other evidence ofindebtedness or in any indenture or loan agreement which default would affordto any person the right to accelerate any material indebtedness or terminateany material right or agreement of BRLI. BRLI is not in violation of itsCertificate of Incorporation, as amended, or its bylaws, nor, to the best ofits knowledge and belief, is BRLI in default under any material contract(excluding the Loan Agreement) or license to which it is a party. Neither thesale of the Shares nor the execution and delivery of the Stock Purchase Agreement,nor the fulfillment of the terms herein set forth and the consummation of thetransactions herein contemplated will (i) conflict with or constitute a breachof, default under or violation of BRLI’s Certificate of Incorporation, asamended, or bylaws; or to the best of BRLI’s knowledge and belief, (ii)conflict with or constitute a breach of, default under or violation of anymaterial agreement, indenture or other material instrument or undertaking bywhich BRLI is bound or to which any of its properties are subject; (iii)constitute a violation of any law, administrative regulation or court decreebinding upon BRLI; or (iv) result in the creation of or imposition of anymaterial lien, charge or encumbrance upon any substantial portion of theproperty or assets of BRLI.

 

(F)           Capitalization – BRLI’sauthorized capital stock consists of 18,333,333 shares of common stock, $.01per value (“Common Stock”) and 1,666,667 shares of preferred stock, $.01 parvalue (“Preferred Stock”). At the time of the Closing, BRLI will have not morethan 9,184,449 shares of Common Stock issued and outstanding or in the processof being issued (including 159,578 shares of Common Stock which, althoughoutstanding, are being held in escrow for delivery to a third party vendor uponthe completion by the vendor of the furnishing of services to BRLI) and notmore than 604,078 shares of Preferred Stock (Series A Senior Preferred Stock)issued and outstanding, and convertible on a share for share basis into CommonStock. The Series A Senior Preferred Stock is owned by BRLI’s president andchief executive officer, Marc D. Grodman M.D., and his wife. In addition, atthe time of the Closing, BRLI will have outstanding options and warrants (somecontingent upon certain future conditions being fulfilled) exercisable topurchase not more than an aggregate 1,983,224 shares of Common Stock, and therewill be no other outstanding subscriptions, options or warrants to purchase orcontracts or other agreements or commitments to issue or any other rightsentitling anyone to acquire, or outstanding securities convertible into sharesof BRLI’s capital stock except for this Stock Purchase Agreement providing forthe issuance of the Shares to the Purchaser.

 

(G)           Title to the Shares – Uponcompletion of the Closing described in Section 2 herein including thePurchaser’s payment of the Purchase Price to BRLI and BRLI’s delivery of astock certificate for the Shares to the Purchaser, the Shares will be dulyauthorized, validly issued, fully-paid and non-assessable, and the Purchaserwill be the record owner of the Shares on the transfer books and records ofBRLI.

(H)          Litigation – Except for thepending review by BRLI’s Medicare carrier and the pending Right Body Foodslitigation referred to in Section 4(E) herein, there are no suits, actions orlegal, administrative, arbitration or other proceedings or governmentalinvestigations against BRLI pending or, to BRLIs knowledge, threatened, which(i) if determined adversely to BRLI, could be expected to result in a materialadverse effect on the financial condition, assets, business prospects orresults of operations of BRLI or (ii) seek to prevent the consummation of thetransaction contemplated hereby.

 

(I)            Compliance with Laws – To thebest of BRLI’s knowledge and belief, BRLI has complied with and is not inviolation of any federal, state or local statute, law or regulation withrespect to the conduct of its business or the ownership or operation of itsbusiness, assets or properties. Furthermore, BRLI has not received any noticeof violation with respect to any such statute, law or regulation.

 

(J)            Offering – Subject in part tothe truth and accuracy of the Purchaser’s representations set forth in Section4 of this Stock Purchase Agreement, the offer, sale and issuance of the Sharesas contemplated by this Stock Purchase Agreement are exempt from theregistration requirements of Section 5 of the Securities Act, and neither BRLInor any authorized agent acting on its behalf will take any action hereafterthat would cause the loss of such exemption.

 

(K)          Effectiveness of Representationsand Warranties at Closing – The representations and warranties of BRLIcontained in this Stock Purchase Agreement will be true and correct on the dateof the Closing as though then made and as though the date of the Closing wassubstituted for the date of this Stock Purchase Agreement throughout same,except as affected by the transactions expressly contemplated herein.

 

**4.             Representations andWarranties of the Purchaser**

 

ThePurchaser hereby represents and warrants to BRLI that the following is true:

 

(A)          Accredited Investor Acquiring forInvestment – The Purchaser is an “accredited investor” as defined in Rule501(a) of  Regulation D promulgated bythe SEC under the Securities Act and as illustrated by the background of theManaging Director of its General Partner, is sophisticated in business andfinancial matters. The Purchaser is acquiring the Shares for its own accountfor investment, not for the interest of any other person and not with a view toor in connection with a sale or distribution, and it will not sell or otherwisetransfer the Shares without registration under the Securities Act unlesspursuant to an applicable exemption therefrom. The Purchaser has been advisedthat transfer stops will be placed against the Shares to insure compliance withthe foregoing representation and warranty and that a restrictive legend will beplaced on the stock certificate representing the Shares.

 

(B)           Partnership Power – ThePurchaser will have at the Closing all requisite power and authority (i) toexecute and deliver this Stock Purchase Agreement and each other documentexecuted in connection herewith, (ii) to purchase the Shares, and (iii) tocarry out and perform its obligations under the terms of this Stock PurchaseAgreement.

(C)           Relationship to Other Investments– The Purchaser’s overall commitment to investments which are not readilymarketable (including this investment in BRLI) is reasonable in relation to andis not disproportionate to its net worth and it has no present need forliquidity in this investment. The Purchaser understands that there issubstantial risk in this investment in BRLI.

 

(D)          Access to Information – ThePurchaser has received and has carefully reviewed copies of BRLI’s annualreport on Form 10-K for the year ended October 31, 2000 and BRLI’s quarterlyreport on Form 10-Q for the quarter ended January 31, 2001. In addition, priorto making its decision to purchase the Shares, the Purchaser has had face toface meetings with members of BRLI’s management at BRLI’s executive offices andhas asked questions and obtained responses concerning the business andfinancial condition of BRLI which are consistent with the information containedin the SEC Documents.

 

(E)           Awareness of Risk – ThePurchaser is aware of the substantial risk to its investment hereunder asreflected herein and in the SEC Documents including but not limited to BRLI’sdefault under its Loan Agreement with the Bank, described in Section 3(E)above, pending reviews by BRLI’s Medicare carrier and pending litigationconcerning BRLI’s acquisition of the business of Right Body Foods.

 

(F)           Directorship – Morton L.Topfer, the Managing Director of the General Partner of the Purchaser, willserve as a BRLI director upon his election as such, until the next annualmeeting of BRLI’s stockholders, provided that he is so elected by BRLI’sdirectors within 30 days after the Closing. If so requested by the Purchaser,BRLI’s management will include Morton L. Topfer in its slate of directors atthe next annual meeting of BRLI’s stockholders.

 

(G)           Timely Filings of Reports –The Purchaser has been advised that its purchase of the Shares, when completed,will result in it becoming a more than 5% beneficial owner of BRLI’s outstandingCommon Stock. As a result, the Purchaser will be required pursuant to §13(d)under the Exchange Act to file a report on Schedule 13D with the SEC and withBRLI within ten days after the Closing. In addition, by virtue of the fact thatthe Shares will comprise more than 10% of BRLI’s outstanding Common Stock, thePurchaser  will also be required to filea Form 3 at the same time. The Purchaser agrees to file the Schedule 13D andthe Form 3 on a timely basis.

 

(H)          Effectiveness of Representationsand Warranties at Closing – The Purchaser’s representations and warrantiescontained in this Stock Purchase Agreement will be true and correct on the dateof the Closing as though then made and as though the date of the Closing wassubstituted for the date of the Stock Purchase Agreement throughout same,except as affected by the transactions expressly contemplated herein.

 

**5.         Registration Rights andAdditional Agreements**

 

(A)          Not more than twice during the periodcommencing one year after the Closing and expiring four years thereafter, thePurchaser shall have the right, exercisable by written notice to BRLI, todemand that BRLI file with the SEC, a registration statement under theSecurities Act and such other documents, including a prospectus, as may benecessary in the opinion of BRLI’s securities counsel, in order to comply withthe provisions of the Securities Act, so as to permit a public offering andsale of its Shares by the Purchaser for four consecutive months after theeffective date thereof, as well as by any other holders (the “Holders”) ofShares which have not been publicly distributed and who notify BRLI to includesuch Shares in the registration statement within ten days after receivingnotice from BRLI of the demand. BRLI shall not be required to file more thantwo such registration statements and the filing dates for such registrationstatements shall be at least twelve months apart.

(B)           BRLI shall use its best efforts tofile a registration statement within 45 days of receipt of any demand therefor,shall use its best efforts to cause any filed registration statements to bedeclared effective at the earliest possible date, and shall furnish thePurchaser and each Holder desiring to sell Shares with a reasonable number ofprospectuses.

 

(C)           BRLI shall pay all costs (excludingfees and expenses of the Purchaser’s and of each Holder(s)’ counsel and anyunderwriting or selling commissions or other charges of any broker-dealeracting on behalf of the Purchaser and the Holder(s)), fees and expenses withrespect to any registration statement filed pursuant to this Section 5,including, without limitation, BRLI’s legal and accounting fees, printingexpenses, and in not more than ten states, blue sky fees and expenses. Inconnection with qualifying the Shares for sale in any state (not to exceed tenin number), BRLI shall not be obligated to execute or file any general consentto service of process or to qualify as a foreign corporation to do businessunder the laws of such jurisdiction (unless BRLI is already so qualified oralready subject to service in such jurisdiction and except as may be requiredby the Securities Act).

 

(D)          BRLI, the Purchaser and each sellingHolder shall execute and deliver to each other, typical indemnificationagreements with respect to claims arising under the federal securities lawsbased upon disclosures made or omitted in the said registration statements.

 

(E)           BRLI will file a Nasdaq Small CapMarket Notification Form to list the Shares at the end of its current fiscalyear.

 

(F)           BRLI hereby agrees at the cost andexpense of BRLI to:

 

(i)            Make and keep public informationavailable concerning BRLI, as those terms are understood and defined in Rule144 under the Securities Act.

 

(ii)           file with the SEC in a timely mannerall reports and other documents required of BRLI under the Securities Act andthe Exchange Act; and

 

(iii)          so long as the Purchaser owns anyShares, furnish to the Purchaser forthwith upon request (i) a written statementby BRLI as to its compliance with the reporting requirements under Rule 144(and of the Securities Act and the Exchange Act), (ii) providing the proposedtransfer would be exempt from registration under the Securities Act, an opinionof counsel addressed to BRLI’s transfer agent as may be required to effect thetransfer of any and all Shares sold by the Purchaser, and (iii) such otherinformation as may be reasonably requested in availing the Purchaser or anyHolder of any rule or regulation of the SEC that permits the selling of anysuch securities without registration.

(G)           During the time that he is serving asa BRLI director, BRLI shall promptly reimburse Morton L. Topfer for all of hisreasonable out-of-pocket expenses incurred in attending each meeting of theBoard of Directors of BRLI (in addition to any other compensation or otherbenefits given to members of BRLI’s Board of Directors). BRLI shall withinthirty (30) calendar days of the Closing apply to financially sound andreputable insurers to obtain directors and officers insurance covering theofficers and directors of BRLI (including Morton L. Topfer), and will use itsbest efforts to obtain such coverage. BRLI will cause to be maintained thedirectors and officers insurance required by this subsection during any timeperiod in which Morton L. Topfer serves on BRLI’s Board of Directors. Suchpolicy shall not be cancelable by BRLI without prior approval of the Board ofDirectors.

 

**6.             Conditions toBRLI’s Obligation to Close**

 

Theobligation of BRLI to consummate this Stock Purchase Agreement and complete thesale of the Shares shall be subject to each of the following conditions.

 

(A)          Each of the representations andwarranties made by the Purchaser in Section 4 hereof shall be true and accurateas of the date when made and shall be deemed to be made again at and as of thetime of the Closing hereunder and shall then be true and accurate in allrespects.

 

(B)           No suit or action, investigation orinquiry by any administrative agency or governmental body, and no legal oradministrative proceeding shall have been instituted or threatened which in anyway questions the validity or legality of this Stock Purchase Agreement or thetransactions contemplated hereby, at or prior to the Closing.

 

(C)           BRLI shall have received confirmationfrom The Nasdaq Stock Market, Inc. that the issue and sale of the Shares to thePurchaser does not require shareholder approval pursuant to the rules of TheNasdaq Stock Market.

 

(D)          Each and every one of the transactionsrequired herein to occur at the Closing shall have been completed.

 

**7.             Conditions to thePurchaser’s Obligation to Close**

 

Theobligation of the Purchaser to consummate this Stock Purchase Agreement andcomplete the purchase of the Shares shall be subject to each of the followingconditions.

 

(A)          Each of the representations andwarranties made by BRLI in Section 3 hereof shall be true and accurate as ofthe date when made and shall be deemed to be made again at and as of the timeof the Closing hereunder and shall then be true and accurate in all respects.

 

(B)           No suit or action, investigation orinquiry by any administrative agency or governmental body, and no legal oradministrative proceeding shall have been instituted or threatened which in anyway questions the validity or legality of this Stock Purchase Agreement or thetransactions contemplated hereby, at or prior to the Closing.

(C)           BRLI shall have received confirmationfrom The Nasdaq Stock Market, Inc. that the issue and sale of the Shares to thePurchaser does not require shareholder approval pursuant to the rules of TheNasdaq Stock Market.

 

(D)          BRLI shall have executed and deliveredthe Indemnification Agreement in substantially the form of Exhibit Aattached hereto.

 

(E)           Each and every one of thetransactions required herein to occur at the Closing shall have been completed.

 

**8.             Survival ofRepresentations and Warranties**

 

Eachstatement of fact contained herein or in any statement, certificate, scheduleor other document delivered by or on behalf of the Purchaser or by BRLIpursuant to this Stock Purchase Agreement or in connection with thetransactions contemplated hereby, shall be deemed a representation and warrantyof the Purchaser or BRLI hereunder, as the case may be. All covenants,agreements, representations and warranties made by the Purchaser or by BRLIunder or in connection with this Stock Purchase Agreement shall survive theClosing and remain effective regardless of any investigation at any time by oron behalf of the Purchaser or BRLI with respect thereto.

 

**9.             Miscellaneous**

 

(A)          Each party hereto represents andwarrants to the other party hereto that neither he nor it has incurred anyobligation or liability contingent or otherwise, for brokerage or a finder’sfees or an agent’s commission or other like payment in connection with this StockPurchase Agreement or the transactions contemplated hereby, and each partyagrees to indemnify and hold the other party hereto harmless against and inrespect of any such obligation or liability based in any way on agreements,arrangements or understandings claimed to have been made by such party with anythird party.

 

(B)           This Stock Purchase Agreementconstitutes the entire agreement between the parties hereto and supercedes allprior agreements and understandings, oral and written, between the parties withrespect to the subject matter hereof. No representation, promise, inducement orstatement of fact has been made by the Purchaser or by BRLI which is notembodied in this Stock Purchase Agreement or in a written statement,certificate, schedule or other document delivered pursuant hereto or madeexpress reference to herein, and neither the Purchaser nor BRLI shall be boundor liable for any alleged representation, promise, inducement or statement offact not so set forth.

 

(C)           This Stock Purchase Agreement shallinure to the benefit of and be binding upon the Purchaser and BRLI and theirrespective successors and assigns.

 

(D)          All notices, requests, demands andother communications which are required or may be given under or in connectionwith this Stock Purchase Agreement shall be in writing and shall be deemed tohave been duly given if mailed, certified or registered mail, postage prepaid:

 

(i)            if to the Purchaser addressed to itat 5000 Plaza on the Lake, Suite 170, Austin, Texas 78746 (with a copy (whichshall not constitute notice) to John A. Menchaca, Esq., Jenkens &Gilchrist, a Professional Corporation, 2200 One American Center, 600 CongressAvenue, Austin, Texas 78701).

 

(ii)           if to BRLI, addressed to MarcGrodman, President, Bio-Reference Laboratories, Inc. 481 Edward H. Ross Drive,Elmwood Park, New Jersey 07407 (with a copy (which shall not constitute notice)to Roger A. Tolins, Esq., Tolins & Lowenfels, A Professional Corporation,747 Third Avenue, New York, NY 10017).

 

Suchnotices, requests, demands and other communications shall be deemed given three(3) days after date of deposit thereof with the United States mail in a postageprepaid envelope by certified or registered mail.

 

(E)           This Stock Purchase Agreement shallbe construed and enforced in accordance with the laws of New Jersey withoutregard to the principle of the conflict of laws. The parties hereto agree thatthe exclusive venue for any action arising out of or relating to this StockPurchase Agreement shall be the federal or state courts located in the State ofNew Jersey and each party hereby irrevocably submits and consents to theexclusive jurisdiction of such courts. In the event that any dispute among theparties to this Stock Purchase Agreement should result in litigation, theprevailing party in such dispute shall be entitled to recover from the losingparty all fees, costs and expenses of enforcing any right of such prevailingparty under or with respect to this Stock Purchase Agreement, including,without limitation, such reasonable fees and expenses of attorneys andaccountants, including all reasonable fees, costs and expenses of appeal.

 

(F)           The parties agree to take all suchadditional actions and to execute and deliver all such additional documents asshall be necessary in order to effectuate all of the foregoing.

 

(G)           This Stock Purchase Agreement shallnot be modified or amended except by a writing duly executed by both of theparties hereto.

 

(H)          A facsimile, telecopy or otherreproduction of this Stock Purchase Agreement may be executed by one or moreparties hereto, and an executed copy of this Stock Purchase Agreement  may be delivered by one or more partieshereto by facsimile or similar electronic transmission device pursuant to whichthe signature of or on behalf of such party can be seen, and such execution anddelivery shall be considered valid, binding and effective for all purposes. Atthe request of any party hereto, all parties hereto agree to execute anoriginal of this Agreement as well as any facsimile, telecopy or otherreproduction hereof.

 

**IN WITNESS WHEREOF,**the parties hereto have made and entered into this Agreement effective the datefirst hereinabove set forth.

 

 
| Castletop Investments, L.P.  (d/b/a Castletop Capital)  a Texas limited partnership             (the “Purchaser”)                             | Bio-Reference Laboratories, Inc. (“BRLI”) |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|
|                                                                                                                                                                                                                | By                                             | /s/Marc D. Grodman, President |   |
|                                                                                                                                                                                                                |                                                |
| By: Topfer Holdings I, Inc.             a Texas corporation             Its general partner |                                                |
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|                                                                                                                                                                                                                |                                                |
| By                                                                                                                                                                                                                  | /s/ Morton L. Topfer, Managing Director             |   |   |
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|                                                                                                                                                                                                                |                                                |
| AGREED solely as to the provisionsof Section 4(F)                                                                                                                                                                   |                                                |
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|                                                                                                                                                                                                                |                                                |
| /s/ Morton L. Topfer, Managing Director                                                                                                                                                                             |                                                |   |
| (Individually)                                                                                                                                                                                                      |                                                |
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