exv10w1



 






Exhibit 10.1




STOCK PURCHASE AGREEMENT




     THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 1, 2005, by and
among JOHN W. GREEN IV (“Green”) and RICHARD M. NORDSKOG (“Nordskog,” and with Green, each a
“Stockholder,” and together, the “Stockholders”) and NATIONAL DENTEX CORPORATION, a Massachusetts
corporation (“Buyer”).



W I T N E S S E T H:




     WHEREAS, Green Dental Laboratories, Inc., an Arkansas corporation (the “Company”), operates a
dental laboratory business (the “Laboratory”) at 1099 Wilburn Road, Heber Springs, AR 72543;



     WHEREAS, the Stockholders collectively own of record all of the issued and outstanding Shares
(as defined in Section 4(f)) of the Common Stock (as defined in Section 4(f)) of the Company, which
Shares represent all of the issued and outstanding capital stock of the Company; and



     WHEREAS, the Stockholders desire to sell to Buyer, and Buyer desires to purchase from the
Stockholders, the Shares, upon the terms and conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



     1. Purchase and Sale of the Shares. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of the parties set forth herein,
the Stockholders hereby agree to sell to Buyer, and Buyer hereby agrees to purchase from the
Stockholders the Shares, on the Closing Date (as defined in Section 3), for the consideration set
forth in Section 2.



     2. Consideration.




          (a) Purchase Price. The purchase price shall be up to an aggregate purchase
price of up to Twenty Two Million Two Hundred Twenty-Four Thousand Dollars ($22,224,000)
(the “Purchase Price”), calculated and payable as follows:




               (i) At the Closing, Buyer shall pay an amount equal to Nineteen Million Seven
Hundred Eighty Thousand Three Hundred Eighty-Two Dollars ($19,780,382) by wire
transfer (the “Closing Payment”) to the Stockholders, and each Stockholder consents
and agrees that the Closing Payments shall be allocated among the Stockholders in
accordance with Schedule 2(a); and




               (ii) Buyer shall pay certain of the Stockholders up to Two Million Four Hundred
Forty-Three Thousand Six Hundred Eighteen Dollars ($2,443,618) (without interest, if
timely paid) payable, subject to the provisions of Section 2(e), in three (3) annual
installments, commencing on the first anniversary of the Closing Date, by check or
wire transfer (the “Deferred Payment”).




               (iii) The Closing Payment shall be adjusted pursuant to Sections 2(b), (c) and
(d).




          (b) Adjustments to the Closing Payment. The Closing Payment shall be adjusted
as of the Closing as follows:



 









 






               (i) The Closing Payment shall be increased dollar for dollar for the amount of
the cash balances and cash equivalents (including bank accounts, deposits in transit
with respect to automatic credit card charges authorized by customers, and
certificates of deposit), if any, of the Company as of the Closing Date, as
reflected on the Closing Balance Sheet, provided, however, cash and cash equivalents
shall exclude cash held by the Company as deposits (which are reflected on the
Closing Balance Sheet as liabilities) from other third parties.




               (ii) The Closing Payment shall be decreased dollar for dollar for the amount of
any liabilities other than Permitted Liabilities (as defined herein) as reflected on
the Closing Balance Sheet. The term “Permitted Liabilities” means the following:




                    (A) trade payables and accrued expenses incurred in the ordinary course
of business, including, but not limited to, payroll, payroll taxes, real
estate taxes, professional fees, and year 2005 profit-sharing expense; and




                    (B) employee withholding taxes; and




                    (C) note payable to Heber Springs State Bank #809132 of $96,019.76
(“Heber Springs Bank Note”).




               (iii) The Closing Payment shall be increased by $103,980.24, representing the
difference between amount of the Heber Springs Bank Note and $200,000.




               (iv) The preliminary adjustment to the Closing Payment shall be made on an
estimated basis at the Closing in accordance with the Pro Forma Closing Balance
Sheet (as defined in Section 2(c)(i)) and with any final adjustment and any
resulting payment to be made from the Stockholders on the one hand and the Buyer on
the other hand, or vice versa, shall be made within 15 days after completion of the
Closing Balance Sheet (as defined and prepared in accordance with the provisions of
Section 2(c)(ii)).



     (v) Any adjustments made to the Closing Payment pursuant to Sections 2(b)(i), (ii) and (iii)
shall be allocated to the Stockholders on a pro rata basis based upon the percentage of Shares
owned by such Stockholders, and such pro rata amounts shall increase or decrease, as applicable,
the amounts payable to the Stockholders pursuant to Schedule 2(a).




               (vi) There shall be no adjustment to the Closing Payment for any change in the
value of the Fixed Assets between December 31, 2004 and the Closing Date.




(c) Closing Balance Sheets.




               (i) On or prior to the Closing Date, the Stockholders and Buyer shall jointly
prepare a pro forma balance sheet of the Company as of the Closing Date (the “Pro
Forma Closing Balance Sheet”), determined on an accrual basis in accordance with
generally accepted accounting principles (“GAAP”) consistently applied and compiled
in accordance with Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants, (the “Standards”), which
Pro Forma Closing Balance Sheet shall be utilized by the parties to assist in the
calculation of the preliminary adjustments to the Purchase Price and the preparation
of the Closing Balance Sheet as hereinafter provided.




               (ii) Within 60 days after the Closing Date, Buyer with the assistance of the
Stockholders shall prepare a balance sheet of the Company as of the Closing Date
(the “Closing Balance Sheet”), in accordance with GAAP and compiled in accordance
with the Standards. If the parties are unable to agree upon the Closing Balance
Sheet, or any portion thereof, within 15 days after the parties have commenced
resolution of the dispute, then the matter shall be submitted for resolution
to a mutually agreeable certified public accounting firm (the “Independent
Accountants”),



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whose determination shall be final and binding upon the parties, and
whose fees shall be borne equally by the Stockholders and Buyer except, however,
that if the Independent Accountants determine that the Closing Balance Sheet
proposed by Buyer was correct in its entirety, then the Stockholders shall be solely
responsible for the fees of the Independent Accountants; if the Independent
Accountants determine that the dispute should be resolved in favor of the objections
raised in the Closing Balance Sheet by the Stockholders in its entirety, then Buyer
shall be solely responsible for the fees of the Independent Accountants.




          (d) Final Adjustments. To the extent that there are assets or liabilities
other than Permitted Liabilities, which were not (i) included in the Pro Forma Closing
Balance Sheet; or (ii) reflected in any adjustment made at the Closing to the Purchase
Price, but which are included in the Closing Balance Sheet or discovered subsequent thereto,
and which would, if they had been included in the Pro Forma Closing Balance Sheet, have
resulted in an adjustment to the Purchase Price, the amount thereof shall be deemed an
adjustment to the Purchase Price and the net amount due, whether from Buyer or the
Stockholders, shall be remitted to the other party within five (5) days of request therefor
from the party to whom such payment is due.




          (e) Payment of Deferred Payments. The Deferred Payment shall be determined and
payable as follows:




               (i) Deferred Payments.




                    (A) On the first (1st) anniversary of the Closing Date,
Buyer shall pay Green $814,540 of the Deferred Payment;




                    (B) on the second (2nd) anniversary of the Closing Date,
Buyer shall pay Green $814,540 of the Deferred Payment; and




                    (C) on the third (3rd) anniversary of the Closing Date,
Buyer shall pay Green $814,538 of the Deferred Payment.




               (ii) Payments Upon Death or Disability. In the event of the death or
disability of Green, any Deferred Payments due Green shall be paid to Green’s legal
representative, heirs or other beneficiaries, as directed by Green or his legal
representative, or applicable law.




               (iii) Interest and Acceleration. The Deferred Payments shall not bear
interest; provided, however, in the event that a Deferred Payment is not
received by Green within 20 days of its due date, Buyer agrees to pay Green interest
at the then maximum lawful rate of interest under Arkansas law until paid in
addition to the Deferred Payment; provided further, in the event that a
Deferred Payment is not received by Green within 20 days of its due date, any
additional Deferred Payments shall become immediately due and payable and shall bear
interest at the then maximum lawful rate of interest under Arkansas law until paid.



     3. Closing. The closing of the purchase and sale of the Shares (the “Closing”) shall
take place and be effective as of the commencement of business on March 1, 2005 (the “Closing
Date”).



     4. Representations and Warranties of the Stockholders. The Stockholders, except as
otherwise specifically provided for in this Agreement, jointly and severally, represent and warrant
to and agree with Buyer on and as of the date hereof and as of the Closing Date, as follows:




          (a) Organization. The Company is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Arkansas. The Company has all
requisite corporate power and authority to own its property and to carry on its business as
presently conducted. The Company is duly qualified as a foreign corporation to do business
and is in good standing in each jurisdiction where the nature of the business conducted by the Company or its assets located therein requires
such qualification, except where failure to do so would not have a Material Adverse Effect
(meaning any material adverse



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change, event, circumstance or development with respect to, or
material adverse effect on, the business, assets or properties, liabilities, capitalization,
condition (financial or other), prospects or results of operations of the Company, taken as
a whole. For the avoidance of doubt, the parties agree that the terms “material”,
“materially” or “materiality” as used in this Agreement with an initial lower case “m” shall
have their respective customary and ordinary meanings, without regard to this meaning). Set
forth on Schedule 4(a) is a true, correct and complete list of all jurisdictions in
which the Company is duly qualified as a foreign corporation to do business and the Company
is in good standing in each of these jurisdictions. The Company has no subsidiaries. The
Company has delivered to Buyer true, complete and correct copies of minutes of all meetings
of its directors (including committees thereof) and stockholders (or written actions or
consents in lieu of meetings) since January 1, 2000.




          (b) Authority and Binding Effect. Each Stockholder represents and warrants,
for himself or herself, severally and not jointly, that (i) such Stockholder has full legal
right, and complete and unrestricted power, authority and capacity to execute and deliver
this Agreement and the other agreements executed and deliver by him or her pursuant hereto,
to consummate the transaction contemplated hereby and perform his or her obligations under
this Agreement and the agreements executed and delivered by him or her pursuant hereto; and
(ii) this Agreement and all other agreements, documents and instruments have been duly
executed and delivered by such Stockholder and constitute a valid and binding obligation of
the Company and such Stockholders, as the case may be, enforceable against each of them in
accordance with their respective terms.




          (c) Non-contravention. The execution and delivery by the Stockholders of this
Agreement and all other agreements, documents and instruments to be executed in connection
herewith, and the consummation of the transactions contemplated and compliance with the
provisions contained hereby and thereby, do not, and will not, (i) conflict with or violate
any of the provisions of the charter documents, by-laws or other organization documents of
the Company; (ii) to the knowledge of the Stockholders, with or without the passage of time,
constitute a violation of, be a default (or an event that with notice or lapse of time or
both would become a default) under, give rise to any right of termination, amendment,
cancellation, acceleration or any other right under, conflict with, modify any obligations
under, require any consent, approval, notice or other action under, or increase the
liability of the Company or any Stockholder under, any contract, lease, indenture,
agreement, deed of trust, license, order, judgment or decree or other instrument to which
the Company or any Stockholder is a party or by which any of them is bound or to which any
of the Company’s assets are subject, and does not, and will not, violate or constitute a
default (or an event that with notice or lapse of time or both would become a default) under
any statute, rule, regulation, order, or ordinance of any governmental, judicial or
arbitrary body; (iii) result in the creation of any encumbrance, lien, mortgage, charge,
claim, option, pledge, license, sublicense, security interest, assignment by way of
security, call, proxy or similar restriction over the Shares or any assets or properties of
the Company; and (iv) conflict with, contravene or violate any law, statute, ordinance, rule
or regulation, or any order, writ, judgment, injunction, consent, decree, determination or
award of any court or any governmental agency or authority, currently in effect relating to
the Company or any of its properties or assets.




          (d) Compliance with Laws.




               (i) The Company is currently conducting, and has at all times conducted its
business in compliance in all respects with (A) its charter documents, by-laws and
other organizational documents; and (B) to the knowledge of the Stockholders, all
applicable Federal, state and local laws, statutes, rules, regulations, ordinances
and orders, judicial or administrative judgments, decrees, orders, settlements,
writs, injunctions or similar commands. Without limiting the generality of the
foregoing, the Company currently conducts, and has at all times conducted, its
business in compliance with all applicable Federal, state and local laws, statutes,
regulations, ordinances and rules concerning the collection, use, storage and
transmission of patient information.




               (ii) The Company is not in default with respect to any judgment, order, writ,
injunction, decree, demand or assessment issued by any court or of any Federal,
state, municipal or other governmental agency, authority, board, commission, bureau,
instrumentality or department relating to any aspect of its business or assets.



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               (iii) The Company has not been charged or, to the knowledge of the Stockholders
threatened with, and is not under investigation with respect to, any violation of
any provision of any Federal, state, municipal or other law or administrative rule
or regulation relating to its business or assets.



               (iv) The Company currently is, and has at all times been, in compliance with
all requirements of insurance carriers applicable to its business or assets.




          (e) Governmental Approval; Permits.




               (i) Except as set forth on Schedule 4(e), no consent, approval or
authorization of, or registration, designation, declaration or filing with, any
governmental agency or authority, whether domestic, foreign, Federal, state,
municipal or other, on the part of the Company or any Stockholder, is required in
connection with the execution and delivery by the Stockholders of this Agreement,
the consummation of the transactions contemplated hereby, or the other agreements
executed and deliver by any Stockholder pursuant hereto.




               (ii) Set forth on Schedule 4(e) is a true, correct and complete list of
all licenses and permits which the Company possesses (the “Licenses”), copies of
which have been delivered previously by the Company to Buyer. The Company has all
licenses, permits and other governmental authorizations required for the conduct of
its business or ownership of its assets, the consummation of the transactions
contemplated hereby and is in compliance therewith. The Licenses are in full force
and effect without default or notice of default and will not be impaired as a result
of, and will remain in full force and effect after, the Stockholders’ execution of
this Agreement and the consummation of the transaction contemplated hereby.




          (f) Capitalization. The authorized capital stock of the Company consists of
1,000,000 shares of voting, common stock, $0.01 par value per share (“Common Stock”),
235,500 shares of which are issued and outstanding (the “Shares”). The Shares, as set forth
on Schedule 4(f), are owned of record by the Stockholders in the respective amounts
set forth on Schedule 4(f). No other shares of capital stock of the Company are
issued, outstanding or reserved for issuance. All of the outstanding shares of Common Stock
have been duly authorized, validly issued, fully paid and non-assessable and were not issued
in violation of any preemptive or other similar rights and are not subject to preemptive or
other similar rights. There are not authorized, issued or outstanding any commitments for
the purchase or sale of, or any options, warrants or other rights to subscribe for or
purchase any shares of the capital stock or other securities of the Company, nor is the
Company obligated in any other manner to issue shares of its capital stock or other
securities, including securities convertible into or exchangeable for capital stock. There
are no restrictions on the transfer of shares of the Company’s capital stock, including the
Shares, other than those imposed by relevant Federal and state securities laws. The Shares
have been offered and sold by the Company to the Stockholders in compliance with all Federal
and state securities laws. The Company has made available to Buyer true and correct copies
of the Company’s Articles of Incorporation and by-laws, each in effect as of the date
hereof. There are not any shareholders agreements, voting trusts, proxies or other similar
agreements or understandings with respect to or concerning the capital stock of the Company.
The Company has no outstanding stock appreciations rights, phantom stock or stock
equivalents.




          (g) Title to Purchased Shares. Each Stockholder, for himself or herself,
severally and not jointly, represents and warrants that: (i) the Shares set forth next to
such Stockholder’s name on Schedule 4(f) are owned of record and beneficially by
such Stockholder and such Stockholder will transfer such Shares to Buyer on the Closing
Date, free and clear of all liens, encumbrances, options or other rights of any nature; and
(ii) there are not authorized, issued or outstanding any agreements, commitments or understandings for the
purchase or sale of, or any options to purchase or other rights relating to, his or her
Shares.




          (h) Financial Statements. The Company has delivered to Buyer, and there is
attached as Schedule 4(h), a copy of the audited annual financial statement of the
Company for its fiscal years ended



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December 31, 2001, 2002, 2003 and 2004 and internally
prepared financial statements for the year ended December 31, 2004 and for the 1-month
period ended January 31, 2005 (the “Financial Statements”). The Financial Statements are
(i) true, correct and complete; (ii) fairly present the financial condition and results of
operations of the Company as of the date thereof; (iii) were prepared in accordance with
GAAP and in a manner consistent with past practices; and (iv) were prepared in accordance
with the books, records and accounts of the Company, which books, records and accounts are
correct and complete in all material respects. Except to the extent reflected or reserved
against in the Financial Statements, the Company as of the date thereof did not have and
will not have any liabilities or obligations of any nature, whether accrued, absolute,
contingent, or otherwise, including, without limitation, Tax liabilities, due or to become
due or arising out of transactions entered into or any state of facts existing prior
thereto, other than obligations arising after the Closing under the Contracts, as disclosed
to Buyer.




          (i) Absence of Certain Changes or Events. Except as set forth on Schedule
4(i), since December 31, 2003, the Company has operated the business in the ordinary
course and the Company shall not have suffered any Material Adverse Effect and there has not
occurred any event, change or development which has had, or which would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect or which
would, individually or in the aggregate, reasonably be expected to prevent or materially
interfere with or delay the consummation of the transaction contemplated hereby. Without
limiting the generality of the foregoing, except as set forth on Schedule 4(i),
since December 31, 2003, the Company has not:




               (i) made any change in its authorized capital or outstanding securities;




               (ii) issued, sold, delivered or agreed to issue, sell or deliver any capital
stock, bonds or other corporate securities, including convertible securities,
(whether authorized and unissued or held in the treasury), or granted or agreed to
grant any options, warrants or other rights calling for the issue, sale or delivery
thereof;




               (iii) borrowed or agreed to borrow any funds or incurred, or become subject to,
any obligation or liability (absolute or contingent), except obligations and
liabilities incurred in the ordinary course of business, consistent with past
practices, none of which are, individually or in the aggregate, materially adverse;




               (iv) declared, set aside, made, or agreed to make distributions of any assets
of any kind whatsoever in respect of its capital stock, or purchased, redeemed or
otherwise acquired, or agreed to purchase, redeem or otherwise acquire, any of its
outstanding capital stock;




               (v) unless replaced with assets, property or rights of equal or greater value,
sold, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise
dispose of any of its assets, property or rights, or disposed of any inventory
except in the ordinary course of business consistent with past practices;




               (vi) entered or agreed to enter into any agreement or arrangement granting any
preferential rights to purchase any of its assets, property or rights, including
inventories, or requiring the consent of any party to the transfer and assignment of
any of such assets, property or rights;




               (vii) other than in the ordinary course of business, consistent with past
practices, made or permitted, or agreed to make or permit, any amendment or
termination of any contract, agreement or license to which it is a party or by which
it or any of its properties are subject;




               (viii) made, directly or indirectly, any accrual or arrangement for or payment
of bonuses (other than in the normal course of the Company) or special compensation
of any kind or any severance or termination pay to any present or former officer,
director or employee of the Company;



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               (ix) except for customary raises granted its employees in accordance with its
past practices and disclosed to Buyer, increased the rate of compensation payable or
to become payable by it to any of its stockholders, officers, directors or employees
or adopted any new, or made any increase in any, profit sharing, bonus, deferred
compensation, savings, insurance, pension, retirement or other employee benefit plan
payment or arrangement made to, for or with any of such stockholders, officers,
directors or employees, except as agreed to by Buyer;




               (x) merged or consolidated, or agreed to merge or consolidate, with any other
corporation or entity, or acquired or agreed to acquire any corporation,
association, partnership, joint venture or other entity;




               (xi) created, incurred, assumed or guaranteed any indebtedness for money
borrowed, or mortgaged, pledged or subjected to any lien, pledge, mortgage, security
interest, conditional sales contract or other encumbrance of any nature whatsoever
any of its assets or properties, other than liens, if any, for current Taxes not yet
due and payable;




               (xii) waived any rights of substantial value, whether or not in the ordinary
course of business;




               (xiii) suffered any damage, destruction or loss, whether or not covered by
insurance, which could have a Material Adverse Effect, or suffered any repeated,
recurring or prolonged shortage, cessation or interruption of inventory shipments,
supplies or utility services required to conduct its business and operations or
suffered any change in its financial condition or in the nature of its business or
operations which has had or might have a Material Adverse Effect;




               (xiv) amended or modified, or granted any material exception to, its credit
criteria for new or existing customers;




               (xv) materially changed any of the accounting principles followed by it or the
methods of applying such principles, except as required by GAAP and disclosed in the
Financial Statements;




               (xvi) changed its method of billing or collecting accounts receivable;




               (xvii) entered into any transaction other than in the ordinary course of
business consistent with past practice;




               (xviii) made any commitment to make any capital expenditures that has not been
fully paid prior to the Closing Date in excess of $15,000 individually, or $35,000
in the aggregate;




               (xix) received condemnation proceedings commenced with respect to any asset or
property of the Company, including, without limitation, any Real Property (as
defined in Section 4(q)); or




               (xx) entered into any agreement or commitment to which the Company is a party,
whether oral or in writing, to take any action described in this Section 4(i).




          (j) Assumptions or Guaranties of Indebtedness of Other Persons. The Company
has not assumed, guaranteed, endorsed or otherwise become directly or contingently liable on
(including without limitation, liability by way of agreement, contingent or otherwise, to
purchase, to provide funds for payment, to supply funds to or otherwise invest in any debtor or otherwise to assure any creditor
against loss), any indebtedness of any other person or entity.




          (k) Inventory and Accounts Receivable.



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               (i) The Company has adequate and sufficient inventories of supplies for the
conduct of its business in the ordinary course, and all inventories of the Company
are in good, usable and merchantable condition.




               (ii) The accounts receivable (including loans receivable and advances) of the
Company: (A) are lawful and valid; (B) have arisen out of bona fide transactions in
the ordinary course of business; (C) have sufficient consideration, and (D) are not
subject to any offset, allowance, credit, refund, counterclaim or similar diminution
or discount, whether customary in the trade or otherwise. To the knowledge of the
Stockholders, there are no facts or circumstances (other than general economic
conditions) which would result in any material increase in the uncollectability of
such receivables, in excess of the reserves set forth on the Financial Statements.




          (l) Contracts.




               (i) Set forth on Schedule 4(l) is a complete list of all contracts,
agreements, leases, instruments, understandings and arrangements, either oral or in
writing, extending beyond the Closing Date to which the Company is a party or by
which the Company is bound, including, without limitation, all non-competition
agreements with current employees and any employees whose employment was terminated,
for any reason, on or after January 1, 2003, except for open purchase or sales
orders for less than $5,000 (collectively, the “Contracts”). A true and correct
copy of each of the Contracts, or a description of any oral Contracts, has been
furnished by the Company to Buyer.




               (ii) Except as set forth on Schedule 4(l), (A) the Company, and to the
knowledge of the Stockholders any other party, to any of the Contracts, is not in
default (and no event has occurred which, with notice or lapse of time or both,
would put the Company or such other party in default) in the performance of any of
their respective obligations under any of the Contracts, nor has there occurred any
event giving others (with notice or lapse of time or both) any rights of
termination, amendment, acceleration or cancellation of, any Contract; (B) each
Contract is valid, binding and enforceable and in full force and effect; (C) none of
the Stockholders have any knowledge of any breach or anticipated breach by any other
party to any Contract; (D) no approval or consent of any person is needed in order
that the Contracts may continue in full force and effect following the Closing Date
and the consummation of the transactions contemplated hereby; (E) the Contracts will
continue to be valid, binding and enforceable and in full force and effect
immediately following the Closing in accordance with the terms and conditions
thereof as in effect immediately prior to the Closing and the change in ownership of
the Company pursuant to this Agreement will not result in the termination of, or
results in a right of termination under any Contract; and (F) the Company has not
delivered or received any notice of termination or an intention to terminate or
amend in an adverse manner any Contract.




          (m) Assets and Properties.




               (i) Except as set forth on Schedule 4(m), (i) the Company has good,
valid and record title to and beneficial ownership of all of its assets and
properties and will retain after the Closing all of such assets and properties, free
and clear of all liens, charges, claims and encumbrances of any nature, except only
such assets as were eliminated in accordance with the provisions of Section 2(d);
(ii) the Fixed Assets include all equipment currently used by the Company to conduct
its business in the ordinary course, are sufficient to operate the Company’s
business after the Closing and are in good condition (ordinary wear and tear
excluded); (iii) the Company as of the Closing Date will not have any liabilities or
obligations of any nature, whether accrued, absolute, contingent, or otherwise,
including without limitation, Tax liabilities, due or to become due, which shall create, give rise to or result in a lien or
encumbrance in its assets or properties; and (iv) the Company owns or leases, or has
rights to use, all material assets and properties sufficient for the conduct of the
Company’s business as presently conducted by the Company.



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(ii) (A) Schedule 4(m) sets forth an accurate and complete list and
description of all of the Intellectual Property (which shall mean all (1)
patent and patent rights, trademarks and trademark rights, trade names and
trade name rights, copyrights and copyright rights, service marks and
service mark rights, and all pending applications for and registrations of
the same; (2) brand names, trade dress, business and product names, logos
and slogans and all goodwill associated therewith; (3) proprietary
technology, including all know-how, trade secrets, quality control
standards, reports (including test reports), designs, processes, market
research and other data, computer software and programs (including, source
codes and related documentation), formulae, inventions and other ideas,
methodologies, and technical information; and (4) other intellectual
property) of the Company that is presently owned, held or used by the
Company, or under which the Company owns or holds any licenses, and
agreements relating to technology, know-how and processes that the Company
has licensed or authorized for use by others.




      (B) To the knowledge of the Stockholders, neither the Company, nor any
products or services sold or provided by the Company, has interfered with,
infringed upon, misappropriated, or violated any rights in Intellectual
Property of third parties, and the continued manufacture and sale of such
products and services by Buyer and the Company after Closing will not
interfere with, infringe upon, misappropriate or violate any right in the
Intellectual Property of third parties. The Company has not received any
claim, demand or notice alleging any such interference, infringement,
misappropriation or violation thereof. To the knowledge of the
Stockholders, no third party has interfered with, infringed upon,
misappropriated or violated any Intellectual Property of the Company. The
Company owns or possesses, and will convey to Buyer on the Closing Date,
adequate assignments, licenses or other valid rights to own the Intellectual
Property of the Company. The Intellectual Property of the Company
constitutes all the Intellectual Property that is material to the conduct of
the Company’s business as now conducted or proposed to be conducted. All
software used by the Company is used in accordance with all applicable
contracts. The Company has paid all amounts required to be paid in
connection with all software used by the Company.




      (C) None of the Intellectual Property of the Company is subject to any
lien or encumbrance in favor of any third party and the Company owns all
right, title and interest therein and thereto, except for licenses or rights
of use granted to customers in the ordinary course of business.




          (n) Litigation; and Claims. Except as set forth on Schedule 4(n),
there is no suit, action or legal, administrative, arbitration, mediation, investigation or
other proceedings of any nature pending, or to the knowledge of the Stockholders threatened,
(A) against the Company or any Stockholder; (B) which affects in any way the Company or any
Stockholder; or (C) which would materially and adversely affect the legality or validity of
this Agreement or the consummation of the transactions contemplated hereby, or the continued
operations and earnings of the Company.




          (o) Taxes.




               (i) The Company has (A) accurately prepared and timely filed with the
appropriate governmental agencies all Tax Returns required to be filed by it; (B)
paid, or accrued as a liability of the Company all Taxes, which have become due or will become due for the period
or periods ending on or before the Closing, pursuant to said Tax Returns or pursuant
to any assessment against the Company or pursuant to any Federal, state or local
law, including, without limitation, Federal, state and local income taxes, payroll
withholding and unemployment taxes, and sales, use, excise and property taxes; and
(C) withheld or collected all Taxes, to the extent required, and such Taxes have



9









 






been paid to the proper governmental authority or have been accrued on the books of
the Company as a liability.




               (ii) None of the Federal, state, local or other income, sales or other Tax
Returns of the Company have been audited or investigated by the Internal Revenue
Service or other appropriate taxing authorities, and to the knowledge of the
Stockholders no audit or investigation is threatened or contemplated. The
Stockholders have provided Buyer with true and complete copies of the Company’s
Federal and state income tax returns for the past three (3) years.




               (iii) There are no liens in favor of governmental agencies or authorities upon
any of the assets or properties of the Company, other than with respect to Taxes not
yet due and payable




               (iv) The Company has not: (A) received written notice from any jurisdiction
that the jurisdiction believes that the Company was required to file any Tax Return
that was not filed; (B) received a proposed assessment of Tax against the Company or
any of its assets or properties; (C) waived any statute of limitations with respect
to Taxes or agreed to an extension of time with respect to a Tax assessment or
deficiency; and (D) been a United States real property holding corporation within
the meaning of Section 897(c)(2) of the Code during the applicable period specified
in Section 897(c)(l)(A)(ii) of the Code.




               (v) The Company is not: (A) a party to, or bound by, or has any obligation
under, any Tax allocation or sharing agreement or similar contract or arrangement or
any agreement that obligates it to make any payment computed by reference to the
Taxes, taxable income or taxable losses of any other person or entity; and (B) (I)
is or has ever been a member of an affiliated group of corporations filing a
consolidated Federal income tax return (other than a group the common parent of
which was the Company), or (II) has any liability for the Taxes of any person or
entity (other than the Company) under Treasury Regulations Section 1.1502-6 (or any
similar provision of any state, local, or foreign law), as a transferee or
successor, by contract, or otherwise; and (C) a “consenting corporation” within the
meaning of Section 341(f) of the Code, and none of the assets of the Company is
subject to an election under Section 341(f) of the Code.




               (vi) The Company will not be required to include any item of income in, or
exclude any item of deduction from, taxable income for any taxable period (or
portion thereof) ending after the Closing Date as a result of any (A) change in
method of accounting for a taxable period ending on or prior to the Closing Date;
(B) “closing agreement” as described in Section 7121 of the Code (or any
corresponding or similar provision of state or local income tax law) executed on or
prior to the Closing Date; (C) intercompany transactions or any excess loss account
described in Treasury Regulations under Section 1502 of the Code (or any
corresponding or similar provision of state or local income tax law); (D)
installment sale or open transaction disposition made on or prior to the Closing
Date; or (E) prepaid amount received on or prior to the Closing Date.




               (viii) The Company has not distributed stock of another entity, or has had its
stock distributed by another person or entity, in a transaction that was purported
or intended to be governed in whole or in part by Section 355 or Section 361 of the
Code.




               (ix) Each Stockholder, severally and not jointly, represents and warrants that
such Stockholder has, with respect to the portion of the Company’s income allocated
to such Stockholder, (A) accurately prepared and timely filed with the appropriate
governmental agencies all Tax Returns required to be filed by him; (B) paid, or made
provision for the payment of, all Taxes, including all appropriate estimated Taxes,
which have become due or will become due for the period or periods ending on or
before the Closing, pursuant to said returns or pursuant to any assessment against
him or pursuant to any Federal, state or local law, including, without limitation,
Federal, foreign, state and local income taxes, excise and property taxes; and (C)
withheld or collected all Taxes, to the extent required, and such Taxes have been
paid to the proper governmental authority. Except as shown on Schedule
4(o), none of the Federal, foreign, state,



10









 






local or other income or other Tax
Returns of such Stockholder have been audited or investigated by the Internal
Revenue Service or other appropriate foreign, state or local taxing authorities, and
to the knowledge of such Stockholder no audit or investigation is threatened or
contemplated. No Stockholder has received written notice from any jurisdiction that
the jurisdiction believes that the Company was required to file any Tax Return that
was not filed.




               (x) “Tax” or “Taxes” shall mean (i) all taxes, charges, fees, levies or other
assessments, including, without limitation, income, gross receipts, excise, real and
personal property, profits, estimated, severance, occupation, production, capital
gains, employment, withholding, stamp, value added, alternative or add-on minimum,
sales, transfer, use, license, payroll and franchise taxes or any other tax, custom,
duty or governmental fee, or other like assessment or charge of any kind whatsoever,
imposed by the United States, or any state, county, local or foreign government or
subdivision or agency thereof, and such term shall include any interest, penalties
or additions to tax attributable to such taxes, charges, fees, levies or other
assessments and any obligations under any agreements or arrangements with any other
person or entity with respect to such amounts and including any liability for taxes
of a predecessor entity; and (ii) all obligations, including joint and several
liability pursuant to the law of any jurisdiction or otherwise, for the payment of
any of the types of taxes referred to in clause (i) of this definition as a result
of being a member of an affiliated, consolidated, combined, or unitary group for any
taxable period. “Tax Returns” shall mean any report, return, declaration or other
information required to be supplied to any taxing authority in connection with Taxes
(including any attached schedules), including, without limitation, any information
return, claim for refund, amended return and declaration of estimated Tax.




               (xi) Since October 1, 1995, the Company has been a validly electing “S”
Corporation within the meaning of Sections 1361 and 1362 of the Code.




          (p) No Change in Business. To the knowledge of the Stockholders, neither the
execution of this Agreement nor the consummation of the transactions contemplated hereby
will result in any cancellations or withdrawals of any business from the Company’s clients,
suppliers or customers.




          (q) Real Estate.




               (i) Owned Real Property.




                    (A) Set forth on Schedule 4(q) is a list of all the real
property owned by the Company (the “Owned Real Property”).




                    (B) There are no outstanding contracts for the sale of any of the Owned
Real Property.




                    (C) With respect to the Owned Real Property: (1) the Company has good
and marketable title to the Owned Real Property, in each case free and clear
of all encumbrances and liens other than (a) liens for taxes not yet due and
payable; (b) statutory liens of landlords and liens of carriers,
warehousemen, mechanics, materialmen and repairmen incurred in the ordinary
course of business, not material to the Company and not yet delinquent; and (c) matters of record, zoning,
building or other restrictions, variances, covenants, rights of way,
encumbrances, easements and other minor irregularities in title, none of
which, individually or in the aggregate, interfere with the present use of
or occupancy of any of the Owned Real Property or otherwise impair or
interfere with the business as presently conducted by the Company; (2) there
are no condemnation or appropriation or similar proceedings pending or
threatened against any of the Owned Real Property or the improvements
thereon; (3) the Owned Real Property, and the activities conducted by the
Company thereon, are not in violation of the certificate of occupancy or any
applicable building or zoning statute, regulation or ordinance, and



11









 






the
Company has not received any written notice from any governmental agency or
authority alleging any material violation by the Company at an Owned Real
Property of any applicable building, or zoning statute, regulation or
ordinance, which such alleged violation remains active and the Company has
not received any written notice of a default or breach under any of the
covenants, restrictions, conditions, rights of way or easements, if any,
affecting all or any portion of the Owned Real Property; (4) the Owned Real
Property, and the activities conducted by the Company thereon, are not in
violation of that restrictive covenants set forth in the Cleburne County
Industrial Park Restrictive Covenants dated October 27, 1987; (5) there are
no leases, subleases, licenses, concessions or any other contracts or
agreements granting to any person or entity other than the Company any right
to the possession, use, occupancy or enjoyment of any of the Owned Real
Property or any portion thereof; and (6) the Company is not obligated under
or bound by any option, right of first refusal, purchase contract or other
contractual right to sell or dispose of any Owned Real Property or any
portion thereof which Owned Real Property, individually or in the aggregate,
is material to the Company.




               (ii) Leased Real Property.




                    (A) Set forth on Schedule 4(q) is a list of all the real
property leased by the Company (the “Leased Real Property”, and together
with the Owned Real Property, the “Real Property”). A true and correct copy
of the lease agreements related to the Leased Real Property has been
furnished by the Company to Buyer.




                    (B) All rent, tenant reimbursables and other charges owed by the
Company with respect to the Leased Real Property for all periods prior to
the Closing Date have been paid in full.




               (iii) Condition of Real Property. All Real Property (including the
improvements located thereon) is in good operating condition and repair, including,
without limitation, all equipment, electrical, plumbing, sewerage and other
facilities and utility systems, consistent with its present use and has full legal
and practical access to public roads or streets and has all utilities and services
necessary for the proper and lawful conduct and operation of the business of the
Company as presently utilized. All Real Property and the use thereof for the
Company’s business conform in all material respects to all applicable Federal, state
and local laws, ordinances and regulations, including, without limitation, building
and zoning laws, OSHA regulations and the Americans with Disabilities Act, and
neither the Company nor the Stockholders have received any notice from any
governmental authority or any insurance rating bureau that the Real Property or the
use thereof for the Company’s business do not so conform.




          (r) Environmental Matters. To the knowledge of the Stockholders, the Company’s
business has not caused or allowed any violation of applicable environmental laws,
regulations, rules or ordinances.




          (s) Insurance.




               (i) The Company has in place public liability, casualty and other insurance
coverage insuring the products, properties, assets, business and operations of the
Company and its and their potential liabilities to third parties, and all general
liability policies maintained by the Company are in an amount and on such terms as
are reasonable and customary for businesses of the type conducted by the Company.
Since January 1, 2000, the Company has been covered by insurance policies in scope
and amount customary and reasonable for the business in which it has engaged since
such date.




               (i) Schedule 4(s) set forth a complete and correct list of all current
policies of theft, fire, liability, workmen’s compensation, life, property, casualty
and other insurance owned or held by the Company and for each policy shall specify
the insurer, the type of insurance, the amount of



12









 






coverage, the expiration date, the
policy number, if any, and any pending claims not wholly covered as to amount
thereunder. All such policies are in full force and effect, are sufficient for
compliance by the Company with all requirements of law and all agreements to which
the Company is a party (including, without limitation, the Contracts), and are
valid, outstanding and enforceable policies. Schedule 4(s) sets forth a
certificate(s) of insurance, issued within the past 30 days by the Company’s
insurance company, with respect to the insurance policies relating to the Real
Property. The Stockholders have delivered to the Buyer true and correct copies of
each insurance policy listed on Schedule 4(s).




               (iii) There are no outstanding unpaid premiums, and there are no provisions for
retrospective premium adjustments with the sole exception of worker’s compensation
insurance which, by law, is subject to audit and adjustment in subsequent time
periods. If there are any provisions for retrospective premium adjustments
contained in such policies, the Stockholders shall pay all such premium adjustments
which relate prior to Closing, as and when assessed.




               (iv) No notice of cancellation or non-renewal of, or disallowance of any claim
under, any such policy or binder has been received.




               (v) Neither the Company nor, to the knowledge of the Stockholders, any other
party to any insurance policy is in breach or default with respect to such insurance
policy (including with respect to the payment of all premiums due and payable and
the giving of notices thereunder), and no event has occurred which, with notice or
the lapse of time or both, would constitute such a breach or default, or permit
termination, modification or acceleration, under each such policy. Since the
respective dates of such policies, no notice of cancellation or non-renewal with
respect to any such policy has been received by the Company. The Company has not
received any letters relating to reservations of rights.




               (vi) There are no self-insurance arrangements affecting the Company.




          (t) Employees; and Employee Benefit Plans.




               (i) Set forth on Schedule 4(t) is the following information: (A) the
names of all of the Company’s employees, the job performed or position held by each
such person and a description of all fringe benefits, including, without limitation,
accrued and unpaid vacation and sick leave (expressed in time and dollars), and the
amount of all such benefits which will be accrued and owing to each such person as
of the Closing Date; and (B) a description of any plans providing pensions,
profit-sharing, insurance benefits or any other similar type of fringe benefits to
which the Company is a party or committed either orally, in writing or by law,
including all employee benefit plans (“Employee Benefit Plans”), as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), established by the Company or to which the Company contributes or is or
has been required to contribute.




               (ii) The Employee Benefit Plans and the related trusts comply and have complied
in all material respects with the provisions of ERISA, Internal Revenue Code of
1986, as amended (the “IRC”), and all other applicable laws, rules and regulations, and all necessary
governmental approvals for the Employee Benefit Plans have been obtained, including,
without limitation, qualification of the Employee Benefit Plans under the IRC. The
Employee Benefit Plans have been administered to date in compliance with the
requirements of ERISA, all other applicable laws, rules and regulations, and all
amendments thereto required by law have been duly and timely adopted by the Company.
True and complete copies of all reports or other documents required to be filed
with the Internal Revenue Service or the Department of Labor with respect to the
Employee Benefit Plans have been timely filed and the Company has delivered true and
complete copies of such reports to Buyer. To the knowledge of the Stockholders,
since December 31, 1974, no fiduciary of the Employee Benefit Plans has engaged in
any “prohibited transaction” (as defined in ERISA), no “reportable event” (as
defined in Section 4043(b) of ERISA) has occurred with respect to the Employee
Benefit Plans and there is no



13









 






unfunded vested liability or “accumulated funding
deficiency” (as defined in Section 302 of ERISA) with respect to the Employee
Benefits Plans. The Company, and any entities within the same group of trades or
businesses under common control, within the meaning of ERISA Section 4001(b)(1), as
the Company, (the “ERISA Affiliates”), do not have and has not had a material
liability under ERISA, the IRC, and all other applicable laws, rules and
regulations, including, without limitation, Title IV of ERISA, which has not been
paid in full.




               (iii) To the knowledge of the Stockholders, the Company and the ERISA
Affiliates have never maintained any plan or arrangement for providing medical or
non-pension benefits to terminated or retired employees or their dependents and have
never sponsored a or contributed to, or have had any liability or obligation in
respect of, any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA).
None of the Employee Benefit Plans is maintained outside the jurisdiction of the
United States or covers any employee outside the United States.




          (u) Labor Matters. The Company has no collective bargaining agreements with
any labor unions. The Company is currently conducting, and has at all times conducted, its
business in compliance with all Federal, state and local statutes, laws, rules, ordinances
and regulations respecting employment and employment practices, discrimination (including,
without limitation, discrimination on the basis of age, gender, race or national origin),
sexual harassment, terms and conditions of employment and wages, hours, benefits, equal
employment opportunity, immigration and workers’ compensation or otherwise, and there are no
claims, notices and communications received from Federal or state officials with respect to
violations of any such laws which are unremedied, nor has the Company received any claims,
notices, or other instruments, asserting violation of any such laws, rules and regulations
whether oral or in writing, from any of its present or former employees, which is unresolved
as of the date hereof. The Company is not engaged in any unfair labor practices. The
Company is not a party to, or otherwise bound by, any consent decree with, or citation by,
any governmental agency or authority relating to employees or employment practices. The
Company is not liable for any severance pay or other payments to any employee or former
employee arising from the termination of employment, nor will the Company have any liability
under any benefit or severance policy, practice, agreement, plan, or program which exists or
arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a
result of or in connection with the transactions contemplated hereunder or the termination
of any of the Employees on or prior to the Closing Date. The Company has not closed any
plant or facility, effectuated any layoffs of employees or implemented any early retirement,
separation or window program within the past three (3) years, nor has the Company planned or
announced any such action or program for the future. There are no pending or, to the
knowledge of the Stockholders, threatened: (i) actions, complaints, charges, inquiries,
proceedings or investigations by or on behalf of any employee, prospective employee, former
employee, labor organization or other representative of the employees; (ii) grievances or
arbitration proceedings which, if adversely decided, may reasonably, individually or in the
aggregate, create a liability or cause the Company to incur expenses or forgo operating
savings; (iii) unfair labor practice charges or complaints, disputes or grievances; (iv)
campaigns being conducted to solicit cards from any of the Employees to authorize
representation by any labor organization, and no such campaigns have been conducted within
the past three years; or (v) strikes, slow-downs, work stoppages, disputes, lockouts, labor
controversies or threats thereof, and the Company has not experienced any such labor
controversy within the past three (3) years.




          (v) Product Liability and Recalls. The Company has no liability under any pending, or
to the knowledge of the Stockholders threatened, claims for any injury to individuals or
property as a result of the ownership, possession or use of any product manufactured or sold
by the Company. Schedule 4(v) sets forth all voluntary, involuntary, pending and threatened
recalls relating to or carried out by the Company initiated on or after January 1, 2000.




          (w) Transactions with Affiliates. Except as set forth on Schedule
4(w), no Stockholder, or director or officer of the Company, nor any member of his or
her immediate family, owns or has, directly or indirectly, any ownership or other interest
in any business, other entity or otherwise, which is a party to, or in any asset or property
which is the subject of, agreements, arrangements or other relationships of any kind with
the Company.



14









 






          (x) Books and Records. The books of account, ledgers, order books and other
records and documents of the Company accurately and completely reflect all material
information relating to the business and affairs of the Company.




          (y) Brokerage. Neither the Stockholders nor the Company has engaged the
services of any broker, investment banker, financial advisor, finder or other person or
entity entitled to be paid a commission, fee or other compensation in connection with the
transactions provided for in this Agreement.




          (z) Disclosure. No representation or warranty made by the Stockholders in this
Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant
hereto or in connection herewith, contains or shall contain any untrue statement of a
material fact or omits or shall omit to state a material fact necessary to make the
statements contained therein not misleading. There is no material fact which adversely
affects, insofar as the Stockholders can now reasonably foresee, the Company’s business or
its assets or properties or prospects, or the ability of the Company or the Stockholders to
perform this Agreement or any of the transactions contemplated hereby, which has not been
set forth herein, in any Schedule hereto or in any document, certificate or statement
furnished by the Stockholders to Buyer pursuant hereto.



     5. Buyer’s Representations and Warranties. Buyer represents and warrants and agrees
with the Stockholders as follows:




          (a) Organization and Authority. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of Massachusetts. Buyer
has all requisite power to own its property and to carry on its business as presently
conducted, and Buyer has complete and unrestricted power and authority to perform this
Agreement and the transactions contemplated hereby.




          (b) Binding Effect. This Agreement and all other agreements, documents and
instruments executed by Buyer in connection herewith are and will be the valid and binding
obligations of Buyer, enforceable against Buyer in accordance with their respective terms,
and the execution, delivery and performance of this Agreement, and such other agreements,
documents and instruments executed by Buyer, and the transactions contemplated hereby and
thereby, have been duly and validly authorized and approved by Buyer’s Board of Directors.




          (c) Non-Contravention. The execution and delivery of this Agreement and all
other agreements, documents and instruments to be executed in connection herewith, and the
performance of the transactions contemplated hereby and thereby, do not, and will not,
constitute a violation of, be a default under, give rise to any right of termination,
cancellation or acceleration under, or conflict with the terms of, the Restated Articles of
Organization or By-laws of Buyer, each as amended to date, or any contract, lease,
indenture, agreement, order, judgment or decree to which Buyer is a party or by which it is
bound, and does not, and will not, violate or constitute a default under any statute, rule, regulation, order or ordinance of any
governmental, judicial or arbitrary body.




          (d) Litigation. There is no suit, action or legal, administrative, arbitration
or other proceedings of any nature pending, or to the knowledge of Buyer, threatened,
against Buyer which materially adversely affects Buyer, or which might materially and
adversely affect the legality or validity of this Agreement, or the consummation of the
transactions contemplated hereby.




          (e) Disclosure. No representation or warranty made by Buyer in this Agreement
or in any statement or certificate furnished or to be furnished to the Company or the
Stockholders pursuant hereto or in connection herewith, contains or shall contain any untrue
statement of material fact or omits or shall omit to state a material fact necessary to make
the statements contained therein not misleading.




          (f) Brokerage. Buyer has not engaged the services of any broker, investment
banker, financial advisor, finder, or other person or entity entitled to be paid a
commission, fee or other compensation in connection with the transactions provided for in
this Agreement.



15









 






          (g) Investment Representations.




               (i) Buyer is acquiring the Shares for its own account and for investment and
not with a view to any resale or distribution thereof within the meaning of the
Securities Act of 1933, as amended (the “Act”);




               (ii) The Buyer understands that the Shares have not been registered under the
Act and may not be offered, sold or otherwise transferred except pursuant to an
effective registration statement or pursuant to a duly available exemption from such
registration requirements;




               (iii) Buyer is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Act and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
acquisition of the Shares, and having had access to, or having been furnished with,
such information as it has considered necessary, it has concluded that it is able to
bear those risks;




               (iv) Buyer has access to information regarding the Company, its present and
prospective business, assets, liabilities, and financial condition that the Buyer
considers necessary in making the decision to invest in the Shares. The undersigned
has had ample opportunity to ask questions of and receive answers from the
Stockholders and the Company’s representatives concerning this investment and to
obtain all documents requested in order to supplement or verify any of the
information supplied; and




               (v) Buyer understands and agrees that the offer and sale of the Shares were not
accomplished by the publication of any solicitation or advertisement.




          (h) Adequate Insurance. From and after Closing, Buyer will, or cause the
Company to, maintain in full force and effect commercially reasonable liability insurance
policies (including, without limitation, public liability, product liability, employment
practice liability insurance, etc.); provided, that such insurance policies will
provide, in the aggregate, substantially equivalent coverage to the coverage provided by the
Company’s insurance policies prior to the Closing.



     6. Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the
transactions contemplated by this Agreement are subject to the satisfaction (unless waived by
Buyer) on or prior to the date hereof of each of the following conditions:




          (a) Representations and Warranties. All representations and warranties of the
Stockholders set forth in this Agreement and in any statement, certificate or other
instrument delivered to Buyer pursuant hereto or in connection herewith, shall have been
true and correct in all material respects on and as of the date of this Agreement, and shall
be true and correct in all material respects on and as of the Closing Date.




          (b) No Adverse Change. Except as set forth on Schedule 4(i), since
December 31, 2003, there shall not have been any material damage to or loss or destruction
of any of the Fixed Assets, or any Material Adverse Effect, or the imposition of any laws,
rules or regulations which could have a Material Adverse Effect, or any suit or action
brought against the Company the outcome of which could have a Material Adversely Effect the
condition (financial or otherwise) or operations of the Laboratory or the Company’s assets.




          (c) Compliance with Agreement. The Stockholders shall have performed and
complied with all of their obligations under this Agreement which are to be performed or
complied with by them on or prior to the date hereof.




          (d) Proceedings and Instruments Satisfactory. All proceedings, corporate or
other, to be taken by the Stockholders, or on their behalf or the Company, in connection
with the transactions contemplated by this Agreement, and all documents incident thereto,
shall be satisfactory in all respects to Buyer.



16









 






          (e) No Litigation. No investigation, suit, action or other proceeding shall be
threatened or pending against the Company or the Stockholders before any court or
governmental agency which seeks to restrain or prohibit or obtain damages or other relief in
connection with the performance of this Agreement or the consummation of the transactions
contemplated hereby.




          (f) Intentionally Omitted.




          (g) Non-Competition Agreement. Green shall have entered into a non-competition
agreement with Buyer in the form of Exhibit A (the “Non-Competition Agreement”).




          (h) Deliveries. The Stockholders shall have delivered (or cause to be
delivered) on or prior to the Closing Date, the following:




               (i) stock certificates representing the Shares, duly endorsed for transfer by
the respective Stockholder to Buyer;




               (ii) Intentionally Omitted;




               (iii) the Non-Competition Agreement duly executed by Green;




               (iv) a certificate of the Secretary of the Company as to the Company’s charter
documents, by-laws and incumbency and signatures of the Company’s officers;




               (v) the opinion of Gill Elrod Ragon Owen & Sherman, P. A., with respect to the
Company and Green, covering the matters set forth in Exhibit B;




               (vi) a copy of the charter documents of the Company, with all amendments
thereto, as certified as of a recent date by the Secretary of State of the State of
Arkansas;




               (vii) a certificate of the legal existence and corporate good standing of the
Company issued as of a recent date by the Secretary of State of the State of
Arkansas;




               (viii) certificate(s) of good standing to do business in all foreign
jurisdictions set forth on Schedule 4(a), issued as of a recent dated by the
Secretary of State of such foreign jurisdiction;




               (ix) a certificate of the tax good standing of the Company issued as of a
recent date by the applicable tax authority in the State of Arkansas and any other
foreign jurisdiction where the Company files any Tax Return;




               (x) the written resignations of the directors and officers of the Company, as
set forth on Schedule 6(h)(x), from their respective positions with the
Company;




               (xi) the stock books, stock ledgers, minute books and corporate seal of the
Company (all other records of the Company being located in the corporate premises,
or otherwise, of the Company);




               (xii) evidence that the Company has transferred title to the Ford F-250 vehicle
(VIN #: 1FTSW21P55EA19099) to Green;




               (xiii) Nordskog shall execute a amendment, ratification and reaffirmation of
his Noncompetition Agreement dated December 10, 1996 with the Company, such
ratification and reaffirmation to be in a form satisfactory in all respect to Buyer
and Buyer’s counsel;



17









 






               (xiv) evidence of termination of those certain Stock Purchase Agreements
between the Stockholders and the Company;




               (xv) evidence of termination of that certain Consulting Agreement dated as of
May 1, 2004 between the Company and Green Dental Laboratory Consulting, Inc., a
Florida corporation;




               (xvi) documents evidencing the discharge or release of any security interests,
liens or encumbrances on the assets and properties of the Company, including,
without limitation, UCC termination statements; and




               (xvii) such other documents, instruments and certificates not inconsistent with
the provisions of this Agreement, executed by the Company and/or the Stockholders,
as Buyer shall reasonably require to effectuate the purposes and intent of this
Agreement.



     7. Conditions to the Company’s and the Stockholders’ Obligations. The obligations of
the Stockholders to consummate the transactions contemplated by this Agreement are subject to the
satisfaction (unless waived by the Stockholders) on or prior to the date hereof of each of the
following conditions:




          (a) Representations and Warranties. All representations and warranties of
Buyer set forth in this Agreement and in any statement, certificate or other instrument
delivered to the Stockholders pursuant hereto or in connection herewith, shall have been
true and correct in all material respects on and as of the date of this Agreement, and shall
be true and correct in all material respects on and as of the Closing Date.




          (b) Compliance with Agreement. Buyer shall have performed and complied with
all of the obligations under this Agreement which are to be performed or complied with by it
on or prior to the date hereof.




          (c) Proceedings and Instruments Satisfactory. All proceedings, corporate or
other, to be taken by Buyer or on behalf of Buyer in connection with the transactions
contemplated by this Agreement, and all documents incident thereto, shall be satisfactory in
all material respects to the Company and the Stockholders.




          (d) No Litigation. No investigation, suit, action or other proceeding shall be
threatened or pending against Buyer before any court or governmental agency which seeks to
restrain or prohibit or obtain damages or other relief in connection with the performance of
this Agreement or the consummation of the transactions contemplated hereby.




          (e) Intentionally Omitted.




          (f) Non-Competition Agreement. Buyer shall have entered into the
Non-Competition Agreement with Green.




          (g) Deliveries. Buyer shall have delivered (or cause to be delivered) to the
Stockholders on or prior to the Closing Date the following:




               (i) the Closing Payment due under Section 2(a);




               (ii) Intentionally Omitted;




               (iii) the Non-Competition Agreement duly executed by Buyer delivered to Green;




               (iv) a certificate of the Clerk of Buyer as to (A) the votes of Buyer’s Board
of Directors authorizing and approving the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby, and (B)
the incumbency and signatures of Buyer’s officers;



18









 






               (v) a certificate of the legal existence and corporate good standing of Buyer
issued as of a recent date by the Secretary of State of the Commonwealth of
Massachusetts; and




               (vi) such other documents, instruments and certificates not inconsistent with
the provisions of this Agreement, executed by Buyer, as the Company and the
Stockholders shall reasonably require to effectuate the purposes and intent of this
Agreement.



     8. Survival of Representations.




          (a) Survival of Representations. All representations, warranties and agreements made
by any party in this Agreement or pursuant hereto shall survive the date hereof until the date on
which the last Deferred Payments under this Agreement are made by Buyer to Green, excluding
representations and warranties relating to Sections 4(f), 4(g), 4(o), and 4(t) which shall survive
until the expiration of the applicable statutes of limitations with respect to such representation
or warranty, notwithstanding any investigation by any party made either before or after the date
hereof.




          (b) Statements as Representations. All statements contained in any certificate,
schedule, list, document or other writing delivered pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed representations and warranties within the meaning
of Section 8(a).



     9. Indemnification by the Stockholders.




          (a) Indemnity. The Stockholders shall, jointly and severally, indemnify,
defend and hold Buyer and the Company harmless from and against any and all claims,
liabilities, obligations, losses, damages, costs or expenses (including reasonable legal
fees, costs and expenses arising from or in connection with any action, suit, proceeding or
claim incident to any of the foregoing) (collectively, “Losses”) suffered by Buyer or the
Company resulting from or which arise out of (i) any acts or omissions of the Company or the
Stockholders arising or occurring prior to the Closing Date with respect to the Company’s
business, including, without limitation, any Losses related to the Company’s breach of
warranty with respect to the Company’s products or services produced or performed prior to
the Closing, or any product liability claim or other liability arising out of defective
products or services produced or performed by the Company prior to Closing; (ii) any breach
of any representation or warranty, covenant, agreement or obligation on the part of any or
all of the Stockholders under this Agreement, any Schedule or Exhibit to this Agreement or
under any agreement executed in connection therewith, or from any misrepresentation in or
omission from any certificate or other instrument furnished to Buyer pursuant hereto or in
connection herewith; (iii) any facts or circumstances relating to the Company existing or
arising on or prior to the Closing Date known to the Stockholders, including, without
limitation, tax claims, environmental claims, assessments or liabilities relating to tax periods ending on or prior to the Closing,
liabilities under or in respect of any litigation described on Schedule 4(n) and
liabilities arising from the elimination from the Company’s balance sheet of any notes or
other payables to the Stockholders or former stockholders of the Company; (iv) any failure
of the Company to comply as of the Closing Date with any Employee Benefit Plan laws, rules,
regulations or orders, including, without limitation, the so called GUST amendments; (v) any
failure of the Company to comply with any applicable bulk sales transfer laws; (vi) any
brokers’ or finders’ fees or compensation in connection with the transactions provided for
by this Agreement by any person or entity claiming a right to same because of having been
engaged by or having served any Stockholder or the Company; (vii) the Company’s ownership of
interests in Professional Dental Arts, LLC, a Colorado limited liability company or the sale
of such interests; and (vii) the purchase by Green of (A) 2,000 shares of Common Stock from
Ernest E. Robbins III; (B) 250 shares of Common Stock from Donald G. Archer; and (C) 250
shares of Common Stock from Patricia D. Riddle. Notwithstanding the foregoing, the
Stockholders shall not be liable for Permitted Liabilities included on the Closing Balance
Sheet in accordance with the provisions of Section 2.




          (b) Payment of Losses. Subject to the provisions of Section 9(c), Buyer shall
be reimbursed by the Stockholders on demand by Buyer to the Stockholders for any Losses
suffered by Buyer or the Company with respect to any liability or claim to which the
indemnity set forth in Section 9(a) relates. In addition, provided any liability or claim
to which the indemnity set forth in Section 9(a) relates is acknowledged by the



19









 






Stockholders
or is adjudicated or arbitrated as a liability or claim to which the indemnity set forth in
Section 9(a) relates through the mediation and arbitration provisions set forth in Section
14(h), Buyer shall have the right to set off and deduct the amount of any payment made by it
or Loss suffered by it with respect to such liability or claim to which the indemnity set
forth in Section 9(a) relates against the amount of any payment obligation of Buyer to the
Stockholders under this Agreement, including, without limitation, the Deferred Payments. In
addition, amount payable under this Section 9 shall be reduced by and to the extent that the
Company or Buyer receives proceeds under insurance policies specifically as a result of, and
in compensation for, the subject of an indemnification liability or claim.




          (c) Third-Party Claims. Should any claim be made against Buyer or the Company
by a person not a party to this Agreement with respect to any matter to which the indemnity
set forth in Section 9(a) relates (a “Third-Party Claim”), then Buyer shall promptly give
the Stockholders written notice of any such Third-Party Claim (including all available
information regarding the details of the Third-Party Claim). If the Stockholders
acknowledge to Buyer in writing that such Third-Party Claim is subject to the indemnity set
forth in Section 9(a), the Stockholders shall have the right to defend or settle any such
Third-Party Claim, at his sole expense, on his own behalf and with counsel of his own
choosing, which counsel shall be reasonably satisfactory to Buyer. In such defense or
settlement of any Third-Party Claim, Buyer shall cooperate with and assist the Stockholders
as is reasonable and may participate therein with its own counsel at its sole expense, and
Buyer’s written consent shall be a requirement to any settlement and disposition thereof,
which consent shall not be unreasonably withheld or delayed, provided that in any such
settlement or disposition, Buyer shall not be liable for any amounts under such settlement
or disposition and such settlement or disposition shall contain a complete release of Buyer
from any liability. Failure by Buyer to give notice within a reasonable period of time
shall not constitute a defense, in whole or in part, to any claim for indemnification by
Buyer, except only to the extent that such failure by Buyer shall result in a material
prejudice to the Company and the Stockholders. If the Stockholders do not notify Buyer
within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that the
Stockholders intend to undertake the defense thereof, and that such claim is subject to the
indemnity set forth in Section 9(a), or if after undertaking such defense the Stockholders
fail to pursue such defense in a prudent manner, then Buyer shall have the right to contest,
settle or compromise such Third-Party Claim, and the Stockholders shall indemnify Buyer for
the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as the
Stockholders have given Buyer timely notice that the Stockholders will undertake the defense
of the Third-Party Claim, and are defending such Third-Party Claim in good faith, Buyer
shall not pay or settle any such Third-Party Claim without the written consent of the
Stockholders.




          (d) Cumulative Remedies. Except as expressly provided herein, the remedies
provided to Buyer and the Company in this Section 9 shall be cumulative and shall not
preclude the assertion by Buyer of any other rights or the seeking of any other remedies
against the Stockholders.




          (e) All representations, warranties, covenants and agreements of the Stockholders in
this Agreement are made jointly and severally by the Stockholders (except for Sections 4(b),
4(g) and 4(o)(ix) which are made severally, not jointly). Notwithstanding anything to the
contrary contained herein, the indemnification obligations of the Stockholders under this
Section 9 with respect to the representation and warranties under Sections 4(b), 4(g) and
4(o)(ix) are made severally, and not jointly, and such indemnification obligations are not
subject to the provisions of Section 9(f).




          (f) Limitations on Indemnification.




               (i) The Stockholders shall not be required to indemnify Buyer or the Company
with respect to any Losses resulting from or arising out of matters described in
Section 9(a), unless and until the aggregate amount of all Losses exceeds $100,000
(the “Threshold Amount”), in which case the Stockholders shall be required to
indemnify Buyer or the Company only for the amounts by which such Losses exceed the
Threshold Amount. Losses thereafter may be asserted regardless of amount.



20









 






               (ii) The Stockholders’ maximum liability to Buyer or the Company under this
Section 9 shall not exceed $1,000,000. The maximum liability of each Stockholder to
Buyer or the Company under this Section 9 shall not exceed such Stockholder’s pro
rata share (based upon the percentage of Shares owned by such Stockholders as of the
Closing) of $1,000,000.



     10. Indemnification by Buyer.




          (a) Indemnity. Buyer shall indemnify, defend and hold the Stockholders
harmless from and against any and all Losses suffered by the Stockholders resulting from (i)
any breach of any representation or warranty, covenant, agreement or obligation on the part
of Buyer under this Agreement, any schedule to this Agreement or under any agreement
executed in connection herewith; (ii) any misrepresentation in or omission from any
certificate or other instrument furnished to the Stockholders pursuant hereto or in
connection herewith; and (iii) any claims for brokers’ or finders’ fees or compensation in
connection with the transactions provided for by this Agreement by any person, firm,
corporation or other entity claiming a right to same because of having been engaged by or
having served Buyer.




          (b) Payment of Losses. Subject to the provisions of Section 10(c), the
Stockholders shall be reimbursed by Buyer on demand for any Loss suffered by the
Stockholders with respect to any liability or claim to which the indemnity set forth in
Section 10(a) relates.




          (c) Third-Party Claims. Should any Third-Party Claim be made against the
Stockholders with respect to any matter to which the indemnity set forth in Section 10(a)
relates, then the Stockholders shall promptly give Buyer written notice of any such
Third-Party Claim and Buyer shall have the right to defend or settle any such Third-Party
Claim, at its sole expense, on its own behalf and with counsel of its own choosing, which
counsel shall be reasonably satisfactory to the Stockholders. The Stockholders agree that
Posternak Blankstein & Lund LLP is satisfactory. In such defense or settlement of any
claim, the Stockholders shall cooperate with and assist Buyer to the maximum extent
reasonably possible and may participate therein with his or her own counsel at his or her
own expense, and the Stockholders’ written consent shall be a requirement to any settlement
and disposition thereof, which consent shall not be unreasonably withheld or delayed.
Failure by the Stockholders to give notice within a reasonable period of time shall not
constitute a defense, in whole or in part, to any claim for indemnification by the
Stockholders, except only to the extent that such failure by the Stockholders shall result
in a material prejudice to Buyer. If Buyer does not notify the Stockholders within 10 days
after receipt of the Stockholders’ written notice of a Third-Party Claim that Buyer intends
to undertake the defense thereof, and that such claim is subject to the indemnity set forth
in Section 10(a), or if after undertaking such defense Buyer fails to pursue such defense in
a prudent manner, then the Stockholders shall have the right to contest, settle or
compromise the claim and Buyer shall indemnify the Stockholders for the full amount of all
Losses paid or suffered by the Stockholders in respect thereof. Notwithstanding the
foregoing, so long as Buyer is contesting any such Third Party Claim in good faith, the Stockholders shall not have the
right to pay or settle any such claim without the prior written consent of Buyer.




          (d) Cumulative Remedies. Except as expressly provided herein, the remedies
provided to the Stockholders in this Section 10 shall be cumulative and shall not preclude
the assertion by the Stockholders of any other rights or the seeking of any other remedies
against Buyer.



     11. Press Releases. Because Buyer is a publicly-traded company, it is subject to
strict guidelines regarding its disclosure of the transaction contemplated by this Agreement, and
accordingly, the Stockholders agree that they will not release, and shall not permit any person or
entity to release, any press releases or other similar announcements without Buyer’s prior approval
thereof.



     12. Conduct of the Business after the Closing. The parties agree and acknowledge
that after the Closing, Buyer shall not be obligated to offer it standard benefits package to any
employees of the Company, unless and until Buyer so determines to do so. It is Buyer’s intention
to operate the Company following the Closing in substantially the same manner as it was operated
prior to the Closing, including management, procedures, employee benefit plans, etc.



21









 





     13. Covenants and Agreements of the Stockholders and Buyer. The Stockholders and
Buyer agree that the consummation of the transaction contemplated by this Agreement will be a
disqualifying event and the Company’s S Corporation election shall terminate as of the Closing
Date. Buyer and the Stockholders agree that the Company’s 2005 tax year shall be treated as two
(2) tax years, the first of which ends on the Closing Date and the second of which begins on the
day after the Closing Date and ends on December 31, 2005. The Stockholders agree that they will
cause the tax return for the period from January 1, 2005 to the Closing Date to be prepared and
provided to Buyer, at the Stockholders’ sole expense, for review and filing by Buyer in a timely
manner consistent with the filing requirements under the Internal Revenue Code. Buyer agrees to
provide to the Stockholders and their agents, all information available from the books of the
Company, as reasonably requested by the Stockholders, for the preparation of said return.



     14. Miscellaneous Provisions.




          (a) Expenses. Each party shall be responsible for all of its fees and expenses
incurred by it in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. The Stockholders shall be responsible
for all fees and expenses of the Company incurred prior to the Closing in connection with
the execution and deliver of this Agreement and the consummation of the transactions
contemplated hereby.




          (b) Assignability; Binding Effect. This Agreement may not be assigned by any
of the parties hereto without the prior written consent of the others. Subject to the
foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective heirs, executors, administrators, successors and assigns.




          (c) Notice. All notices, payments, demands and requests required or permitted
hereunder shall be in writing and shall be deemed duly given if personally delivered or sent
by registered or certified mail, postage prepaid, return receipt requested, or by Federal
Express or other recognized overnight express couriers, or by fax and followed by hard copy,
to the parties hereto at the following addresses:



	 	 	 
	IF TO THE STOCKHOLDERS:

	 	To each Stockholder at his address set forth below his signature.






	 	 	 
	WITH A COPY TO:

	 	Charles C. Owen, Esq.
	 

	 	Gill Elrod Ragon Owen & Sherman, P. A.
	 

	 	425 West Capitol Avenue, Suite 3801
	 

	 	Little Rock, AR 72201
	 

	 	Fax: (501) 372-3359
	 
	 	 
	IF TO BUYER:

	 	National Dentex Corporation
	 

	 	526 Boston Post Road
	 

	 	Wayland, Massachusetts 01778
	 

	 	Attn: David L. Brown,
	 

	 	President and CEO
	 

	 	Fax: (508) 358-6199
	 
	 	 
	WITH A COPY TO:

	 	Donald H. Siegel, P.C.
	 

	 	Posternak Blankstein & Lund LLP
	 

	 	The Prudential Tower
	 

	 	800 Boylston Street
	 

	 	Boston, MA 02199-8004
	 

	 	Fax: (617) 367-2315







          Any party hereto may change its address for notice by giving notice of any such
change of address in the manner set forth above.



22









 






          (d) Governing Law. This Agreement and all issues related to the subject
matter hereof shall be governed by and construed in accordance with the laws of the State of
Arkansas.




          (e) Consent to Jurisdiction. The parties hereto consent to the jurisdiction of
the courts of the Circuit Court. Cleburne County, Heber Springs, Arkansas or the United
States District Court for the Eastern District of Arkansas, sitting in Little Rock,
Arkansas, well as the jurisdiction of all courts from which an appeal may be taken from such
courts, for the purposes of any suit, action or other proceeding relating to this Agreement
or with respect to any transactions contemplated hereby, and expressly waive any and all
objections the parties hereto may have as to the venue of such courts to settle or
adjudicate any claim or controversy arising hereunder.




          (f) Entire Agreement; Severability. This Agreement, together with the
Schedules and Exhibits and the Non-Competition Agreement, sets forth the entire agreement
and understanding among the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings with respect hereto. This
Agreement and said Schedules and Exhibits may not be amended, changed or modified except by
a written instrument duly executed by the parties hereto. The provisions of this Agreement
will be deemed severable, and if any provision of this Agreement is held illegal, void or
invalid under applicable law, such provision may be changed to the extent reasonably
necessary to make the provision legal, valid and binding. If any provision of this
Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this
Agreement will not be affected but will remain binding in accordance with their terms.
Buyer may, nevertheless, declare this Agreement to be null and void if he, in his sole
discretion, deems the avoidance or invalidity of any provision hereunder to adversely affect
his interests.




          (g) No Waiver. No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default and of the same or similar nature.




          (h) Mediation and Arbitration. Except as otherwise provided in Section
2(e), the Non-Competition Agreement, or as otherwise agreed by the parties, any controversy,
dispute or claim between the parties arising out of, related to or in connection with this
Agreement or the performance or breach hereof shall be submitted to and settled as follows:




               (i) All controversies or claims arising out of or relating to this Agreement
shall be settled in the first instance by non-binding mediation under the Commercial
Mediation Rules of the American Arbitration Association (“AAA”) in Little Rock,
Arkansas as such rules are in effect on the date of delivery of demand for
mediation. The parties agree to use mutually acceptable professional mediation
services. Each party shall pay its own expenses, including legal fees, and agree to
share equally any other fees associated with the mediation, including the cost of
the mediator. Unless a settlement is mutually agreed to in writing, the
participants shall not be bound by the discussions or outcome of the mediation.




               (ii) If the dispute cannot be settled through mediation within 30 days of the
demand for same, the dispute shall be submitted to arbitration conducted by the AAA
in Little Rock, Arkansas, in accordance with the Commercial Arbitration Rules of the
AAA as then in effect; provided that the arbitration shall be by a single
arbitrator mutually selected by Buyer on the one hand, and the Stockholders on the
other hand, and if the parties do not agree within 20 days after the date of
notification of a request for such arbitration made by either party, the selection
of the single arbitrator shall be made by the AAA in accordance with said rules.
All discovery will be completed, and the arbitration will commence, within 30 days
after appointment of the arbitrator. Unless the



23









 






arbitrator finds that exceptional
circumstances justify delay, the hearing will be completed, and an award will be
rendered in writing, within 15 days after commencement of the hearing. In addition
to, and not in substitution for any and all other relief in law or equity that may
be granted by the arbitrator, the arbitrator may grant equitable relief and specific
performance to compel compliance hereunder. The determination of the arbitrator
shall be accompanied by a written opinion of the arbitrator and shall be final,
binding and conclusive on the parties, and judgment on the arbitrator’s award,
including without limitation equitable relief and specific performance, may be
entered in and enforced by any court having jurisdiction thereof.




               (iii) The fees and expenses of the AAA and of the arbitrator shall be shared
equally by Buyer on the one hand, and the Stockholders on the other hand.




               (iv) The provisions of this Section 14(h) shall not prohibit the parties from
pursuing any injunctive relief, temporary restraining orders or other remedies in
equity, available to the parties for a breach or threatened breach of this
Agreement.




          (i) Further Assurances. The parties hereto agree that they will, without
further consideration, from time to time hereafter, and at their own expense, execute and
deliver such other documents, and take such other action, as may reasonably be requested in
order to more effectively consummate the transactions contemplated hereby. The provisions
hereof shall survive the date hereof.




          (j) Counterparts. This Agreement may be signed in any number of counterparts,
including by facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




[SIGNATURE PAGE TO FOLLOW]





24









 








[Signature page to Stock Purchase Agreement]




     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the
date first above written.



	 	 	 
	STOCKHOLDERS:

	 	/s/
John W. Green IV
	 

	 	John W. Green IV
	 

	 	Address: 400 N. Flagler Avenue, Suite A#211
	 

	 	               W. Palm Beach, FL 33401
	 
	 	 
	 

	 	/s/ Richard M. Nordskog
	 

	 	Richard M. Nordskog
	 

	 	Address: 61 Whippoorwill Lane
	 

	 	               Heber Springs, AR 72543






	 	 	 	 	 
	BUYER:	 	NATIONAL DENTEX CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David L. Brown
	 	 	Name: David L. Brown
	 	 	Title: President and Chief Executive Officer