exv10w12



 






Exhibit 10.12




Execution Copy




STOCKHOLDERS’ AGREEMENT

OF

SILVUE TECHNOLOGIES GROUP, INC.




          THIS STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made as of September 2, 2004, by and among
Silvue Technologies Group, Inc., a Delaware corporation (the “Company”), Compass Silvue Partners,
L.P., a Bahamian limited partnership (“Compass”), William A. Gregg, an individual (“Gregg”), Mark
S. Sollberger, an individual (“Sollberger”), Frank Bassoff, an individual (“Bassoff”), John
Bamforth, an individual (“Bamforth”, and together with Gregg, Sollberger and Bassoff, the
“Management Stockholders”) and the Additional Holders.




RECITALS




          WHEREAS, Compass owns beneficially and of record (i) 100,000 shares of the Company’s Series B
Common Stock, $0.01 par value; representing all of the outstanding shares of such series, and (ii)
439,098.8927 shares of the Company’s Series A Convertible Preferred Stock, $0.01 par value; and




          WHEREAS, the Management Stockholders own beneficially and of record (i) 260,000 shares of the
Company’s Series A Common Stock, $0.01 par value, representing all of the outstanding shares of
such series, and (ii) 9,545.6280 shares of the Company’s Series A Convertible Preferred Stock, $0.01 par value; and




          WHEREAS, Compass and the Management Stockholders desire to set forth certain rights, preferences,
privileges, obligations and restrictions accorded to and imposed on the Stockholders.




          NOW, THEREFORE, in consideration of the forgoing recitals and the mutual promises herein contained,
and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:




AGREEMENT




     Section 1. Definitions. Whenever used in this Agreement, the following terms shall
have the following respective meanings:



          1.1. “Additional Holder” and “Additional Holders” mean the additional
holder or holders, as the case may be, of Shares that become a party to this Agreement from time to
time by signing an Additional Holder Signature Page in the form attached hereto as Exhibit A.
Specifically excepted from this definition is any holder that is a successor-in-interest to all
or some of the Shares held by Compass, notwithstanding that any successor-in-interest shall sign an
Additional Holder Signature Page (any reference to Compass herein shall be a reference to any such
successor-in-interest, excluding Section 2.4 which rights shall remain solely vested in Compass for
so long as Compass shall hold Shares).



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          1.2.“Original Issue Price” means, for each series of each class of capital stock of
the Company, the per share issue price on the first date on which each respective series of capital
stock was issued.




          1.3. “Securities Act” means the Securities Act of 1933, as amended, or any similar successor
federal statute, all as the same shall be in effect from time to time.




          1.4. “Shares” means the issued and outstanding shares of Series A Common Stock, Series B
Common Stock and such other series of Common Stock of the Company which may from time to time come
into existence (collectively, referred to herein as Common Stock), and shares of Series A
Convertible Preferred Stock, 13% Series B Cumulative Redeemable Preferred Stock and such other
series of Preferred Stock of the Company which may from time to time come into existence.




          1.5. “Stockholder” means any person who owns Shares which were not acquired in violation of
this Agreement.




     Section 2. Shares Subject to Agreement; Restrictions.



          2.1. Shares Subject to Agreement. All Shares, whether currently outstanding or
hereafter issued, shall be subject to this Agreement and to all the rights, privileges,
preferences, obligations and restrictions hereof.




          2.2.
No Transfers. Except as provided in this Section 2, no Stockholder shall
sell, assign, convey, transfer, encumber or in any other manner dispose of any or all of the Shares
held or owned by him. Notwithstanding the preceding sentence, a Management Stockholder may
encumber his or her Shares pursuant to a loan, note or other indebtedness if Compass is the
creditor and the encumberance is in favor of Compass. Any sale, assignment, conveyance, transfer,
encumbrance or other disposition of the Shares in violation of this Agreement is void ab initio.




          2.3. Exempt Transfers. Notwithstanding Section 2.2, a Stockholder may make an
Exempt Transfer. The following transactions shall constitute “Exempt Transfers” as that term is
used in this Agreement: (i) an inter vivos transfer by a Stockholder to his or her spouse or
lineal descendants; (ii) an inter vivos transfer to a trust for the benefit of such Stockholder
and/or the benefit of one or more of his or her spouse or lineal descendants; (iii) a transfer by
will or intestate succession to a Stockholder’s spouse or lineal descendants or such Stockholder’s
executor, administrator or testamentary trustee for the benefit of one or more of such
Stockholder’s spouse or lineal descendants; (iv) a transfer from a trust for the benefit of a
Stockholder and/or one or more of his or her spouse or lineal descendants to such Stockholder’s
spouse and/or lineal descendants; (v) a transfer to any members of the Board of Directors of the
Company that are nominees of Compass, and (vi) a transfer to any director, officer or employee of
The Compass Group International LLC. The Shares transferred to any such permitted transferee
shall remain subject to the provisions of this Agreement and such permitted transferee shall become
a Stockholder for purposes of this Agreement. Every such transferee shall observe and comply with
this Agreement and with all obligations and restrictions imposed hereby and shall, at the request
of Compass or any Stockholder, execute an Additional Holder Signature Page.





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          2.4. Drag Along/Tag Along Rights. Compass shall be permitted to sell, assign,
convey, transfer, encumber or in any other manner dispose of any or all of the Shares held or owned
by it, subject, however, (i) that Shares transferred to any person shall remain subject to the
provisions of this Agreement and such transferee shall become a Stockholder for purposes of this
Agreement and (ii) in the case of sales or other transfers for value, to the following
restrictions:





               (a) Disposition Notice. If Compass proposes at any time to sell or otherwise
transfer for value, whether in a single transaction or in a series of transactions, including any
redemption or repurchase of Shares by the Company, but excluding Exempt Transfers, more than 5% of
the then outstanding Shares of the Company (the “Proposed Sale”) to any person, Compass shall send
written notice (“Disposition Notice”) to the other Stockholders specifying the identity and address
of such person, the number of Shares to be sold, the proposed per Share sale price, the form of
consideration to be paid, any other material terms and conditions of the Proposed Sale, and, for
bona fide sales subject to Section 2.4(b), below, whether Compass is
thereby exercising its Section 2.4(b) Drag Along Rights. The Disposition Notice shall be
deemed effective with respect to each such Stockholder upon receipt.




               (b) Drag Along Rights. In the event that the Proposed Sale is a bona fide sale or
other bona fide transfer for value to a non-affiliated third party (“Third Party Purchaser”),
Compass shall have the right to require each of the other Stockholders to sell, and each of the
Stockholders hereby agrees to sell, an equal percentage of his Shares (the “Drag Along Right”) to
such Third Party Purchaser on the same terms and conditions, and at the same time as, the Proposed
Sale. If Compass has by way of the Disposition Notice exercised its Drag Along Rights, then,
promptly upon receipt of such Disposition Notice, each Stockholder (each a “Drag Along
Stockholder”) shall deliver to Compass (or such other person as may be agreed upon between Compass
and each such Drag Along Stockholder) to be held by Compass (or such other agreed upon person) in
escrow for sale or return upon the terms of this
Section 2.4, the certificate or
certificates representing the Shares to be sold pursuant to this Section 2.4(b), duly
endorsed or accompanied by executed stock powers, together with a limited power-of-attorney
authorizing Compass to sell such Shares in accordance with the terms of this Section
2.4(b), To the fullest extent of the law, the Stockholders and any Additional Holders
expressly waive any appraisal rights conferred under the Delaware General Corporation Law.




               (c) Tag Along Rights. Upon receipt of any Disposition Notice from Compass, each of
the other Stockholders shall have, as a condition to closing the Proposed Sale, the right to
require (the “Tag Along Right”) that the same percentage of his Shares be sold as part of, and upon
the same terms and conditions as, the Proposed Sale. The rights referred to in this Section
2.4(c) shall be exercised by written notice to Compass (the “Tag Along Notice”). The Tag
Along Notice shall only be deemed effective if received by Compass from the electing Stockholder
(each a “Tag Along Stockholder”) within the period ending 30 days after the Disposition Notice was
received by such Tag Along Stockholder. Promptly upon giving the Tag Along Notice, each Tag Along
Stockholder shall deliver to Compass (or such other person as may be agreed upon between Compass
and such Tag Along Stockholder) to be held by Compass



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(or such other person) in escrow for sale or return upon the terms of this Section
2.4(c), the certificate or certificates representing his Shares to be sold as part of the
Proposed Sale, duly endorsed or accompanied by executed stock powers, together with a limited
power-of-attorney authorizing Compass to sell such Shares in accordance with the terms of this
Section 2.4.




               (d) Promptly upon the consummation of any Proposed Sale, and, in
any event not later than 5 business days after such consummation, Compass shall deliver to each
Drag Along Stockholder or Tag Along Stockholder, as the case may be, the total sale price of his
Shares sold as part of the Proposed Sale (after deduction of his proportionate share, based on
number of Shares sold, of the reasonable out-of-pocket expenses associated with such Proposed
Sale), together with evidence of the expenses associated with, and the completion and time of
completion of, such Proposed Sale.




               (e) Notwithstanding anything herein to the contrary, Compass shall have 120 days from the
date of receipt of any Disposition Notice during which to consummate the Proposed Sale to which
such Disposition Notice relates. If, at the end of such 120 day period, Compass has not consummated
the Proposed Sale, all certificates representing Shares delivered by either a Drag Along
Stockholder or Tag Along Stockholder, as the case may be, to Compass for sale or other disposition
as part of such Proposed Sale shall be returned to such Drag Along Stockholder or Tag Along
Stockholder, as the case may be, and the transaction contemplated by the Proposed Sale shall be
deemed to be a new Proposed Sale and shall again be subject to the provisions of this Section
2.4.



          2.5.
Expiration of Restrictions. All restrictions imposed pursuant
to this Section 2 shall terminate:




          (a) at any time upon the written agreement of the Company and all the Stockholders then
signatory to this Agreement as it may be amended or revised from time to time;




          (b) immediately upon the dissolution of the Company or the bankruptcy or insolvency of the
Company;




          (c) immediately at such time as a registration statement filed for the public sale of shares
of the Company for cash is declared effective by the Securities and Exchange Commission except that
the Stockholders shall be required to enter into customary lock-up agreements in such form as is
generally required from company insiders by the lead underwriter in such offering; or




          (d) upon the acquisition by merger of the Company by an existing publicly traded company.




     Section 3.
Pre-Emptive Rights.



          3.1.
Rights to Purchase Additional Securities. So long as the restrictions imposed
by Section 2 apply to the Stockholders and have not terminated pursuant to Section
2.5,





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except for Excluded Issuances (as defined in Section 3.3 below), if the Company
proposes to sell to any person or entity any Shares or any security exercisable, convertible or
exchangeable for Shares (“Offered Securities”), the
Company shall also offer (a “Preemptive Offer”)
the Management Stockholders, Additional Holders and Compass the right to purchase, at the same
price and upon the same terms as the Offered Securities are proposed to be sold, up to such number
of the Offered Securities as would enable the Management Stockholders, Additional Holders and
Compass to own immediately after such purchase the same percentage of the issued and outstanding
Common Stock as owned (calculated on an “as converted” basis in the case of common stock
equivalents or securities exercisable, convertible or exchangeable into or for Common Stock) by the Management Stockholders, Additional Holders and
Compass, respectively, immediately prior to the date on which the Offered Securities are proposed
to be issued.




          3.2.
Notice of Acceptance. Notice of his or its intention to accept, in whole or in
part, a Preemptive Offer shall be evidenced by a writing signed by the Management Stockholders.
Additional Holders and/or Compass, as the case may be, and delivered to the Company prior to the
end of the 20 business-day period commencing on the date of such Preemptive Offer, setting forth
such portion of the Offered Securities as the Management Stockholders, Additional Holders and/or
Compass elect to purchase.




          3.3.
Excluded Issuances. “Excluded Issuances” means any Shares or any
security exercisable, convertible or exchangeable for Shares that may be issued or sold (i)
pursuant to stock options or restricted stock or similar arrangements issued or provided to
managers, consultants, directors and/or key employees of the Company, (up to ten percent (10%) of
the Company’s total outstanding share capital), (ii) other than for cash or cash equivalents as
part of an arms’-length transaction in which the Company is acquiring control of an unaffiliated
third-party from a person to whom such Shares are issued, (iii) pursuant to a public offering of
the Company’s securities, or (iv) to institutional lenders lending money to the Company (but no
more than a cumulative aggregate of ten percent (10%) of the Company’s total outstanding share
capital).




     Section 4.
Legend on Certificates. Each certificate representing Shares shall (unless
otherwise permitted by the provisions of this Agreement or that certain Registration Rights
Agreement, dated of even date herewith, by and between the Company and the Management Stockholders
(the “Registration Rights Agreement”)) be stamped or otherwise imprinted with a legend (in
addition to any legends as may be required pursuant to applicable state securities laws)
substantially similar to the following:




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED BY
A HOLDER UNLESS AND UNTIL THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE AND, IF REQUIRED BY THE COMPANY, THE HOLDER HAS DELIVERED TO THE COMPANY
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH



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REGISTRATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.




THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ALL RIGHTS THEREIN ARE
SUBJECT TO AND TRANSFERABLE (INCLUDING WITHOUT LIMITATION BY WAY OF PLEDGE OR OTHER GRANT OF A
SECURITY INTEREST THEREIN) ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCKHOLDERS’
AGREEMENT, DATED AS OF SEPTEMBER 2, 2004 AMONG THE COMPANY’S STOCKHOLDERS. A COPY OF SUCH
STOCKHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, IS ON FILE AND AVAILABLE FOR
INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY SALE, PLEDGE, GIFT, BEQUEST, TRANSFER,
ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS CERTIFICATE AND THE SECURITIES REPRESENTED
THEREBY IN VIOLATION OF SAID STOCKHOLDERS’ AGREEMENT SHALL BE INVALID.



     Section 5.
Covenant Not To Compete.



          5.1. Each Management Stockholder and Additional Holder agrees and covenants that, in connection
with the sale, assignment, conveyance, transfer, encumbrance or other disposition of all the Shares
owned by such Management Stockholder or Additional Holder (the
“Disposition”), he, she or it:





               (a) shall not, during the period beginning on the closing date of the Disposition and
ending on the second anniversary of such closing date (the
“Non-Compete Period”), own, manage,
operate, join, control or participate in the ownership, management, operation or control of, or be
connected as a stockholder, member, manager, director, officer, employee, partner, consultant with,
any for profit business, firm, entity or organization, which competes with the Company and its
subsidiaries in the development, manufacture, distribution, application or sale of abrasion
resistant coatings on plastic corrective and non-corrective vision
eyewear (the “Business”) in any
county or city in California or anywhere else in the world (each a “Competing Concern”); provided,
however, the forgoing shall not prohibit such holder from beneficially owning up to five percent
(5%) of the outstanding equity securities of a for profit business, firm, entity or organization
the equity securities of which are traded on a national securities exchange, the Nasdaq Stock
market, or the London Stock Exchange; and provided, further, that the foregoing shall not prohibit
any such holder from acquiring a for profit business, firm, entity or organization where less than
ten percent (10%) of the gross revenue of such for profit, business, firm, entity or organization
is attributable to operations that compete with the Business, so long as the applicable holder (a)
provides written notice to the Company of such acquisition at or prior to the consummation thereof,
and (b) seeks to divest, and continues to use commercially reasonable efforts to divest, the
portion of the acquired for profit business, firm entity or organization that competes with the
Business; provided, further, that the restrictions imposed by this Section 5.1(a) shall not apply
to a Management Stockholder’s or Additional Holder’s employment with a Competing Concern if such
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Concern at the time of the Disposition and (A) such person has been employed by the
Competing Concern at least six months prior to the Disposition, (B) such person has not been
employed by the Company or its subsidiaries during the nine month period preceding the Disposition,
(C) such person’s employment was terminated by the Company and its subsidiaries or (D) such person
terminated his employment with the Company and its subsidiaries at such time as he was unaware of
the contemplated Disposition; provided, further, that, if the Company shall dispose of a portion of
its business, whether a subsidiary, division or otherwise, to a Competing Concern and a Management
Stockholder or Additional Holder shall accept employment with such Competing Concern in connection
with such disposition, then the restrictions imposed by this Section 5.1(a) shall not apply to such
Management Stockholder’s or Additional Holder’s employment with such Competing Concern. Each
Stockholder expressly acknowledges and agrees that such restriction is reasonable with respect to
subject matter. Each Stockholder expressly acknowledges and agrees that because the Company does
business throughout the world, such restriction is reasonable as to geographic area. Each
Stockholder expressly acknowledges and agrees that because Company is likely to continue to conduct a like business throughout the United States for at least
two (2) years from the closing date of the disposition, such restriction is reasonable as to time.




               (b) shall not, during the Non-Compete Period, directly or indirectly,




                    (i) contact, approach or solicit for the purpose of offering employment to or hiring (whether as an
employee, consultant, agent, independent contractor or otherwise) or actually hire any person
employed by the Company or any of its subsidiaries at any time prior to the closing date of the
disposition or during the Non-Compete Period, without the prior written consent of Compass;




                    (ii) solicit or attempt to induce any customer or other business relation of the Company or any of
its Subsidiaries into any business relationship (including the termination or rescission of the
relationship) which might materially harm the Company or any related, affiliated or subsidiary
organization of Company: or




                    (iii) participate or concur in any remarks or actions that are disparaging or detrimental in any
way to the business or personal reputation of the Company and any related, affiliated or subsidiary
organization of Company, or any directors, officers, employees or representatives thereof.



          5.2. Stockholders hereby acknowledge and agree that the covenants, restrictions
and agreements of Section 5.1 are made in connection with the Disposition of all of a Stockholder’s
ownership interest in the Company and the goodwill of the Company and are fair and reasonable.




          5.3. Whenever possible each provision and term of this Section 5 will be interpreted
in a manner to be effective and valid but if any provision or term of
this Section 5 is held
to be prohibited or invalid, then such provision or term will be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the
remainder of such provision or term or the remaining provisions or
terms of this Section 5.
If




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any of the covenants set forth in this Section 5 are held to be unreasonable,
arbitrary or against public policy, such covenants will be considered divisible with respect to
scope, time and geographic area, and in such lesser scope, time and geographic area, will be
effective, binding and enforceable against each Seller.




     Section 6. Mandatory Sale of Shares.



          6.1. Upon any Management Stockholder’s or Additional Holder’s termination of employment from
SDC Technologies, Inc., either voluntarily or for cause (as defined below), Compass shall have the right to purchase all of the shares of Series A Common Stock of such
holder at a purchase price equal to the product of the Original Issue Price of the stock held by
such holder multiplied by the number of such shares (plus, if any such Holder shall have financed
the acquisition of such shares by issuing a promissory note to Compass, any accrued and unpaid
interest thereon). Notwithstanding the preceding sentence, Compass shall not have the right to
purchase (a) shares of Series A Common Stock or 13% Series B Cumulative Redeemable Preferred
Stock such holder received upon the conversion of any Series A Convertible Preferred Stock held
by such holder, (b) shares of Series A Common Stock which are no longer subject to Compass’
purchase right hereunder, (c) shares of Series A Common Stock which are held by an Additional
Holder that is not an employee of SDC Technologies, Inc., and (d) shares of Series A Convertible
Preferred Stock owned by a holder. For purposes of this Agreement, Compass’ right to purchase the
shares of a Management Stockholder or Additional Holder under this Section 6 shall lapse at a rate
of ten percent (10%) for each full year of employment with SDC Technologies, Inc., starting on the
date of this Agreement. For example, after two years of employment with SDC Technologies, Inc.
from the date of this Agreement, only eighty percent (80%) of such Management Stockholder’s or
Additional Holder’s shares of Series A Common Stock will be subject to the purchase rights of
Compass under this Section 6.




          6.2. For purposes of this Section 6, “for cause” means (a) willful or grossly negligent
violation of any law which causes material injury to the business of Company or entry of a plea of
nolo contendere (or similar plea) to a charge of such an offense (b) any willful and material
breach by the Management Stockholder or Additional Holder of this Agreement, which, if curable,
remains uncured for thirty (30) days following written notice thereof from Company to Executive,
(c) the Management Stockholder’s or Additional Holder’s willful violation of his or her fiduciary
duty to Company, including his or her duty of loyalty and the corporate opportunity doctrine, (d)
commission of, or the indictment or conviction for, acts of fraud, dishonesty, misappropriation or
embezzlement, and (e) refusal to comply with the Company’s reasonable orders or directives or
the Company’s reasonable rules, regulation, policies, procedures or practices that are not
inconsistent with the terms of this Agreement, which failure to comply, if curable, continues
uncured for thirty (30) days following written notice thereof from Company to Executive.




     Section 7. Custody of Shares by Silvue.



          To facilitate the enforcement of the rights and obligations agreed to herein by the parties, each
Management Stockholder and Additional Stockholder acknowledges such rights and obligations and
agrees that the Company shall hold each such Management
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and Additional Holder’s Shares, for the benefit of such Stockholder, subject to any rights
granted to another party herein. Each Management Stockholder and Additional Holder shall promptly
deliver to the Company all stock certificates evidencing the Shares of such holder, together with a
stock power executed in blank in a form acceptable to the Company and its counsel. So long as the
Company shall hold the Shares on behalf of a Stockholder, the Stockholder shall be entitled to
exercise such holder’s right to vote such Shares and shall be entitled to receive any dividend
(ordinary or extraordinary, whether paid in cash or property) or other distribution with respect to
such Shares.




     Section 8. Miscellaneous.



          8.1. Effectiveness of Transfers. No Shares shall be transferred on the Company’s
books and records, and transfers of Shares shall be otherwise ineffective, unless any such transfer
is made pursuant to and in accordance with the terms and conditions of this Agreement.




          8.2. Notices. Any and all notices or consents required or permitted to be given under
any of the provisions of this Agreement shall be in writing and shall be deemed to have been
received (i) on the date of delivery if delivered in person or by facsimile copy and confirmed,
(ii) on the date received if sent by Federal Express or other similar overnight delivery service
which requires a signed receipt or (iii) upon three days after the date of mailing, if mailed first
class by registered or certified mail, return receipt requested, to the party entitled to receive
the same at the following addresses:




	 	 	 	 	 
	 

	 	Company:
	 	Silvue Technologies Group, Inc.
	 

	 	 	 	c/o The Compass Group International, LLC
	 

	 	 	 	61 Wilton Road, 2nd Floor
	 

	 	 	 	Westport, Connecticut 06880
	 

	 	 	 	Attn: I. Joseph Massoud
	 

	 	 	 	Facsimile No.: (203) 221-8253
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Squire, Sanders & Dempsey L.L.P.
	 

	 	 	 	312 Walnut Street, Suite 3500
	 

	 	 	 	Cincinnati, Ohio 45202
	 

	 	 	 	Attention: Stephen C. Mahon
	 

	 	 	 	Facsimile No.: (513) 361-1201
	 
	 	 	 	 
	 

	 	Compass:
	 	Compass Silvue Partners, L.P.
	 

	 	 	 	c/o The Compass Group International, LLC
	 

	 	 	 	Two Park Plaza, Suite 1020
	 

	 	 	 	Irvine, California 92614
	 

	 	 	 	Attn: Elias J. Sabo
	 

	 	 	 	Facsimile No.: (949) 296-2407






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	 	with a copy to:
	 	Squire, Sanders & Dempsey L.L.P.
	 

	 	 	 	312 Walnut Street, Suite 3500
	 

	 	 	 	Cincinnati, Ohio 45202
	 

	 	 	 	Attention: Stephen C. Mahon
	 

	 	 	 	Facsimile No.: (513) 361-1201
	 
	 	 	 	 
	 

	 	Management Stockholders:
	 	William A. Gregg
	 

	 	 	 	c/o Paul, Hastings, Janofsky & Walker LLP
	 

	 	 	 	695 Town Center Drive, 17th Floor
	 

	 	 	 	Costa Mesa, California 92626
	 

	 	 	 	Attention: William J. Simpson
	 

	 	 	 	Facsimile No.: (714) 979-1921
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Paul, Hastings, Janofsky & Walker LLP
	 

	 	 	 	695 Town Center Drive, 17th Floor
	 

	 	 	 	Costa Mesa, California 92626
	 

	 	 	 	Attention: William J. Simpson
	 

	 	 	 	Facsimile No.: (714) 979-1921






          Any party hereto may change his, her or its address for notice by giving notice to the other
parties stating his, her or its new address, all in the manner provided herein.
Commencing on the fifth day after giving such notice, such newly designated address shall be such
party’s address for the purpose of all notices or other communications required or permitted to be
given pursuant to this Agreement.




          8.3. Specific Performance. Due to the fact that the Shares cannot be readily
purchased or sold in the open market, and for other reasons, the parties will be irreparably
damaged in the event that this Agreement is not specifically enforced. In the event of a breach or
threatened breach of any of the terms, covenants and conditions of this Agreement by any of the
parties hereto, the other parties shall, in addition to all other remedies, be entitled to a
temporary or permanent injunction, without showing any actual damage, and/or a decree for specific
performance in accordance with the provisions hereof.




          8.4. Entire Agreement. Except as contained in that certain Registration Rights
Agreement, this Agreement cancels and supersedes any and all oral or written agreements and
understandings made between the parties relating to the subject matter hereof, and contains the
entire agreement of the parties with respect to the subject matter hereof.




          8.5.
Amendments: Termination. This Agreement may not be modified, amended or,
except as herein provided, terminated by a written agreement signed
by all of the parties hereto.




          8.6. Waiver. Any party may waive compliance by any other with any of the covenants or
conditions herein, but no waiver shall be binding unless executed in writing by the party making
the waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver of any breach or default hereunder shall be considered





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valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent
breach or default of the same or similar nature.




          8.7. Assignment. Except as otherwise expressly provided herein, this Agreement shall be
binding upon and inure to the benefit of Compass, its successors and assigns, and the other
Stockholders, their heirs, personal representatives and assigns; provided, however, that nothing
contained herein shall be construed as granting any Stockholder the right to transfer his Shares
except as expressly provided in this Agreement.




          8.8. Headings. The headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents hereof.




          8.9. Further Assurances. Each party hereto shall cooperate and shall take such further
action and shall execute and deliver such further documents as may be reasonably requested by any
other party in order to carry out the provisions and purposes of this Agreement.




          8.10. Interpretations. When the context in which words are used in this Agreement indicates
that such is the intent, words used in the singular shall have a comparable meaning when used in
the plural and vice versa; pronouns stated in the masculine, feminine or neuter shall include each
other gender; and, the term “person” shall include any individual, partnership, joint venture,
corporation, trust, unincorporated organization or government or any department or agency thereof.




          8.11. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.




          8.12. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to the principles of conflicts of law of such
State.




[Remainder of Page Intentionally Left Blank]





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Execution
Copy




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.




	 	 	 	 	 	 	 	 
	 	 	COMPASS SIVLVUE PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Navco Management, Inc.,
	 	 	 	 	its General Partner
	 

	 	 	 	By:  /s/ Elias J. Sabo
	 

	 	 	 	 
	 	 
	 

	 	 	 	Name:
	 	Elias J. Sabo
	 

	 	 	 	 	 	Attorney-in-Fact
	 
	 	 	 	 	 	 
	 	 	SILVUE TECHNOLOGIES GROUP, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Elias J. Sabo
	 	 	 	 	 
	 	 	its:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	MANAGEMENT STOCKHOLDERS:
	 
	 	 	 	 	 	 
	 	 	/s/ William A. Gregg
	 	 	 
	 	 	William A. Gregg
	 
	 	 	 	 	 	 
	 	 	/s/ Mark S. Sollberger
	 	 	 
	 	 	Mark S. Sollberger
	 
	 	 	 	 	 	 
	 	 	/s/ Frank Bassoff
	 	 	 
	 	 	Frank Bassoff
	 
	 	 	 	 	 	 
	 	 	/s/ John
Bamforth            9/2/2004
	 	 	 
	 	 	John
Bamforth







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