<PAGE>   1
                                                                   Exhibit 10.26


                                        Number 237 of the Role of Deeds for 1998


                                    RECORDED

                       at Coesfeld on December 23th, 1998

                        Before me, the undersigned notary

                              DR. REINHARD GERWING

               having my seat of office at 48653 Coesfeld/Germany


appeared today:

         1. (a) Mr. Rudolf Wilbring, having his business address at Solmstrabe
83a, 48683 Ahaus-Ottenstein ("Seller 1"), by virtue of valid German passport No.
5398035580

         (b) Mr. Helmut Busshoff, having his business address at Solmstrabe 83a,
48683 Ahaus-Ottenstein ("Seller 2"), by virtue of valid German identity card No.
53981194836

         (c) Mr. Josef Duenne, having his business address at Solmstrabe 83a,
48683 Ahaus-Ottenstein ("Seller 3"), by virtue of valid German identity card No.
5398328844

         2. Mr. Christian Baldermann, having his business address at
Auchtertstrasse 8, 72770 Reutlingen, identifying himself by his valid German
identity card No. 6959024982

         Mr. Baldermann stated that he acted with regard to section I of this
deed not in his own name but for and on behalf of "JOVIK"
Verwaltungsgesellschaft mbH, Hamburg (in the future Day International Group
GmbH) (hereinafter referred to as the "Purchaser") in his capacity as managing
director of the Purchaser authorized to individually represent such company. The
acting notary had an original document of the notary Dr. Stadler, Hamburg (Deed
role 4255/1998 St), which confirmed the appointment and authority of Mr.
Baldermann.

         The persons appearing requested notarization of this deed in the
English language. The acting notary who is in command of the English language
ascertained that Mr. Baldermann speaks and understands English fluently. The
other parties don't understand and speak English. Despite this fact the notary
was requested to notarize this agreement in the English language.







<PAGE>   2



         A translation of this agreement into German was read out as well
sectionwise parallel to the original English document and attached as an
interpretation aid to this deed.

         Mr. Baldermann stated that he acted not in his own name but with regard
to section II of this notarial deed for and on behalf of Day International Inc.,
130 West Second Street, Dayton, Ohio 45401-0338. He presented a corresponding
power of attorney (Vollmacht) in copy and a certificate (Bestatigung) with
Apostille of the State of New York/U.S.A.

         All parties confirmed that neither the notary nor any of his partners
or associates has acted for any of the parties to this transaction outside a
notarial function.

         Acting as aforementioned the persons appearing declared, that they
wished to have the following

                            SHARE PURCHASE AGREEMENT

recorded.


                                    PREAMBLE
                                    --------

         Seller 1, Seller 2 and Seller 3 (hereinafter collectively referred to
as the "Sellers") are the sole shareholders of Rotec-Huelsensysteme GmbH, Ahaus
(hereinafter referred to as the "Company" which is registered in sec. B1153 of
the Commercial Register of the Lower Court Ahaus, and has its main business
establishment at Ahaus.

         The Sellers directly hold 100% of the stated capital of the Company
(hereinafter referred to as the "Stated Capital") of DM 200,000.- which is fully
paid in. It consists of the following shares:

         (1) one share in the nominal amount of DM 102,000.-, held by Seller 1;

         (2) one share in the nominal amount of DM 66,000.-, held by Seller 2;

         (3) one share in the nominal amount of DM 32,000.-, held by Seller 3;

(hereinafter collectively referred to as the "Shares").

         The Sellers are interested to sell the Shares. The Purchaser is
interested to purchase the Shares.
         The approval letter of the German Federal Cartel office
(Bundeskartellamt) dated December 16th 1998 was read out and attached to this
deed.
<PAGE>   3

           The parties therefore agree as follows:


                                    SECTION I

                                    Article 1

              Sale and Assignment of the Shares, Right to Profits,
              ----------------------------------------------------
                                 Effective Date
                                 --------------

         1. Upon the terms and conditions of this Agreement the Sellers herewith
sell to the Purchaser the Shares including all ancillary rights. The Purchaser
accepts such sale.

         2. The sale of the Shares is subject to the condition precedent of the
earlier of

            (i) receipt by the Purchaser or its parent company of USD 13,5
      million senior acquisition financing from the financing banks. The
      Purchaser shall immediately confirm such receipt to the acting notary by
      telefax (with copies to all Sellers) which confirmation shall be attached
      to this deed and shall constitute sufficient evidence that this condition
      has been fulfilled; or

           (ii) receipt by the Sellers of the Purchase Price pursuant to Article
      2 hereof; SELLER 3 SHALL IMMEDIATELY CONFIRM SUCH RECEIPT TO THE ACTING
      NOTARY BY TELEFAX WHICH CONFIRMATION SHALL BE ATTACHED TO THIS DEED AND
      SHALL CONSTITUTE SUFFICIENT EVIDENCE THAT THIS CONDITION HAS BEEN
      FULFILLED.

Each party has the right to withdraw (zuruecktreten) from this Agreement if not
both of the foregoing conditions precedent have not been fulfilled on December
29, 1998, 4.00 p.m. German time at the latest. This right to withdraw may be
exercised by any of the Sellers by giving written notice (telefax suffices) to
the acting notary.

         3. Irrespective of the effectiveness of the assignment of the Shares AD
REM (dinglich), "Effecitve Date" for financial statement purposes within the
meaning of this Agreement shall be December 31, 1998.

         4. All profits of the current fiscal year as well as the profits of
previous fiscal years which have not been distributed to the shareholders (I.E.,
profits carried forward and profits of previous fiscal years with respect to
which no resolution on the appropriation of results (Ergebnisverwendung) has
been passed) shall belong to the Purchaser.

           5. The Shares are herewith assigned to the Purchaser, subject to the
condition precedent (i) specified in Article 1.2, and (ii) payment of the
Purchase Price 

<PAGE>   4

pursuant to Article 2. Upon exercise of the right to withdraw pursuant to
section 1.2 this assignment shall become void.

         BENEFICIAL AND ECONOMIC OWNERSHIP (WIRTSCHAFTLICHES EIGENTUM) IN THE
SHARES AND BENEFITS AND RISKS (GEFAHR) SHALL IN ANY EVENT BE DEEMED TRANSFERRED
NO LATER THAN DECEMBER 30, 1998, 6 p.m. German time provided that this agreement
shall still be effective on this date.

           6. The Sellers acting as shareholders and managing directors of the
company-declared the consent of the Company to the Sale and assignment of the
Shares to the Purchaser pursuant to Sec. 4 of the Company's Articles of
Association.


                                    Article 2

                                 Purchase Price
                                 --------------

         The aggregate purchase price for the Shares (hereinafter referred to as
the "Purchase Price") is DM 26,400.000 (in words: twenty-six millions four
hundred thousands German Marks). The consideration payable by Day International
Inc. for the separate Non-Compete Agreement (see Article 6 and Section II below)
shall be DM 6.700,000.00 (in words: six millions seven hundred thousand German
Marks) plus value added tax, if any.

         The purchase price shall be paid no later than December 29, 1998, 4
p.m. German time (receipt of payment) provided always that the condition
precedent in Section 1.2 has been fulfilled, to the account no. 59065581 of the
Sellers with Kreissparkasse Borken (bank identification no. 428 513 10).
Internally among the Sellers the Purchase Price shall be allocated as follows:

Seller 1:    DM 13.464,000.00
Seller 2:    DM 8.712,000.00
Seller 3:    DM 4.224,000.00

If due to fluctuations in currency exchange rates the initial purchase price
payment falls short by less than two percent of the purchase price, the Sellers
may not withdraw from this agreement for this cause.


                                    Article 3

             Interim Financial Statements; Purchase Price Adjustment
             -------------------------------------------------------

         1. Attached hereto are interim financial statements of the Company as
of October 31, 1998, consisting of (i) an interim balance sheet (attached as
Attachment 3.1.i hereto and hereinafter referred to as the "Interim Balance
Sheet") and (ii) an 


<PAGE>   5

interim profit and loss statement (attached as ATTACHMENT 3.1.ii hereto and
hereinafter referred to as the "Interim P&L Statement").

           2. The Purchase Price agreed in Section 2.1 of this Agreement shall
be increased or reduced, as the case may be, and corresponding payments shall be
made, by the amount by which the equity (Eigenkapital) within the meaning of
sec. 266 para 3 A. German Commercial Code sec. 266 Abs. 3 A. HGB) of the Company
on the Effective Date (hereinafter referred to as "Effective Equity") exceeds or
falls short of DM 2.739,954.00.

           3. The Effective Equity shall be determined by ARTHUR ANDERSEN based
on the annual financial statement of the Company as of December 31, 1998, as
audited by Arthur Andersen. The Purchaser shall cause the Company to permit the
Sellers or their advisers who are bound by professional secrecy obligations to
get involved in the preparation of such annual financial statement. Any equity
contributions made by the Purchaser to the Company between the date hereof and
the Effective Date shall not be taken into account for determining the Effective
Equity. WITHIN 30 DAYS AFTER THE RECEIPT OF THE ANNUAL FINANCIAL STATEMENTS, ANY
PARTY MAY REQUEST THAT THE ANNUAL FINANCIAL STATEMENTS BE REVIEWED AND THE
EFFECTIVE EQUITY BE DETERMINED BY AN INDEPENDENT AUDITOR TO BE SELECTED BY THE
CHAMBER OF AUDITORS (WIRTSCHAFTSPRUEFERKAMMER) IN DUESSELDORF. THE COSTS OF THE
INDEPENDENT AUDITOR SHALL BE BORNE (I) BY THE PURCHASER IF THE EFFECTIVE EQUITY
THUS DETERMINED EXCEEDS, OR (II) BY THE SELLERS PRO RATA THEIR SHARES IN THE
COMPANY IF IT FALLS SHORT OF THE EFFECTIVE EQUITY AS DETERMINED BY ARTHUR
ANDERSEN.

           4. The Sellers shall pay to the Purchaser, as a further adjustment to
the Purchase Price, such amounts as are equal to any amount levied on the
Company or the Subsidiaries as a result of any assessments of taxes, social
security contributions (Sozialversicherungsbeitraege) and public law dues of any
kind which relate to the time period up to and including the Effective Date, if
and to the extent that they are not reflected, and no sufficient accruals have
been established therefore, in the audited financial statement of the Company as
of December 31, 1998 or in the respective financial statements of the
Subsidiaries. Claims of the Purchaser under this Section 3.4 shall be subject to
a limitation period expiring six months after the end of the fiscal year in
which the relevant decision of the tax authorities or other public authority, as
the case may be, has become final and binding.

           5. The Sellers shall be liable pro rata their respective Shares in
the Company for any Purchase Price adjustments pursuant to this Article 3.


                                    Article 4

                     Sellers' Representations and Warranties
                     ---------------------------------------
<PAGE>   6

           The Sellers jointly and severally represent and warrant to the
Purchaser in the form of a guarantee (selbstaendige Garantie) pursuant to Sec.
305 Civil Code, provided that the legal consequences of such representation and
warranty shall be exclusively governed by Article 5 hereof (under exclusion of
Sec. 459 et seq.), that as of the recording of this Agreement and on the
Effective Date the following statements are true, complete and accurate:

           1. The statements in the Preamble to this Agreement with respect to
the Sellers, the Company and the Shares are complete and correct.

           2. The Company is a company with limited liability (Gesellschaft mit
beschraenkter Haftung) duly organized under the laws of the Federal Republic of
Germany and validly existing in accordance with the excerpt of the Commercial
Register attached as ATTACHMENT 4.2.1 and the Articles of Incorporation filed
with the Commercial Register and attached as ATTACHMENT 4.2.2. Save as disclosed
in ATTACHMENT 4.2.3, there are no share holder resolutions amending the Articles
of Association which have not yet been registered in the Commercial Register or
any shareholder agreements or agreements between the Company and its
shareholders relating to the constitution and/or organisation of the Company.

           3. (a) ATTACHMENT 4.3.1 specifies all companies and enterprises,
irrespective of their legal form and domicile, in which the Company, directly or
indirectly, holds participations and the nominal amount of the respective
interest directly or indirectly held by the Company as well as the respective
share capital of such companies. In case the Company is not the sole shareholder
of any of the Subsidiaries all the respective other shareholders and the amount
of their respective interest are stated in ATTACHMENT 4.3.1. The Company is
under no obligation to increase its existing or to acquire any further
participations.

           Each of the Subsidiaries is duly organized under the laws of its
respective jurisdiction and validly existing in accordance with the excerpt of
the respective Commercial Register or similar body, if any, attached as
ATTACHMENT 4.3.2 and its respective Articles of Association filed with the
respective Commercial Register or similar body, if any, and attached as
ATTACHMENT 4.3.3. There are no shareholder resolutions amending the Articles of
Association of any of the Subsidiaries which have not yet been registered in the
respective Commercial Register or similar body, if any. Any shareholder
agreements relating to the Subsidiaries and any agreements between any of the
Subsidiaries and its shareholder(s) relating to constitution and/or organisation
of such Subsidiary are attached as Attachment 4.3.4.

           (b) The Company maintains exclusively the permanent establishments
listed in ATTACHMENT 4.3.5.

           4. Neither the Company nor any of the Subsidiaries has entered into
any enterprise contracts (Unternehmensvertraege) within the meaning of Sec. 291
et sequ. of the Stock Corporation Act (Aktiengesetz) or any agreement relating
to the establishment of a silent partnership.
<PAGE>   7

           5. (a) The Sellers are the legal and beneficial owners of the Shares
which are free of any encumbrances or any other rights for the benefit or third
parties. The Sellers have the right and the power to freely dispose of the
Shares without the consent of any third party (other than the Company) being
required for such disposal or such disposal violating the right of any third
party.

           (b) The Company is the legal and beneficial owner of the shares in
the Subsidiaries as described in ATTACHMENT 4.3.1 such shares being free of any
encumbrances or any other rights for the benefit of third parties. Save as
disclosed in ATTACHMENT 4.5, the Company has the right and the power to freely
dispose of its shares in the Subsidiaries without the consent of any third party
being required for such disposal violating the right of any third party.

           (c) Neither the Company nor any Subsidiary has any interest,
participation or similar involvement in commercial and other enterprises other
than expressly disclosed in ATTACHMENT 4.3.1.

           6. All shares of the Company are fully paid in and no repayment of
capital contributions has been made, either openly or concealed.

           7. ATTACHMENT 4.7 sets forth a complete and correct history of the
Stated Capital and the composition of the shareholders of the Company since the
day of its formation, indicating all notarial deeds by which the Company has
been established, the Stated Capital has to date been increased or reduced as
well as all notarial deeds by which to date shares of the Company have been
subscribed to, transferred, pledged or otherwise been affected.

           8. Neither against the Sellers nor against the Company or any of the
Subsidiaries any bankruptcy or composition proceedings have been initiated nor
are there any circumstances which would justify the initiation of such
proceedings in the future.

           9. The annual financial statements (including balance sheet,
profit-and-loss account) of the Company for the fiscal year 1997 (attached
hereto as ATTACHMENTS 4.9 and hereinafter referred to as the "Annual
Statements") as well as the Interim Balance Sheet and the Interim P&L Statement
have been duly prepared in accordance with generally accepted German accounting
principles, observing continuity in the accounting and evaluation principles and
present a true and fair view of the assets, finance and results situation of the
Company as of the relevant balance sheet dates.

           To the extent that there have been options to include items in the
assets (Aktivierungswahlrechte) no such items have been included. To the extent
that there have been options to include items in the liabilities
(Passivierungswahlrechte) such items have been included. All statutorily
permitted depreciations and all statutorily permitted accruals have been taken.
<PAGE>   8

           On the Effective Date the Company will have no liabilities other than
those shown or covered by accruals in the Interim Balance Sheet except for
liabilities resulting from pending contractual relationships which are not
required to be shown on a balance sheet.

           There have been no contingent liabilities (including liabilities from
the issue of comfort letters) which were not reflected as below-the-line items
on the respective balance sheets in the Annual Statements.

           10. The receivables reflected in the Interim Balance Sheet will be
fully collected upon their due date without any special collection measures
being required, less any specific or lump sum value adjustments reflected in the
Interim Balance Sheet.

           11. The inventories shown in the Interim Balance Sheet are with
respect to quantity and quality (i) in case of raw materials, supplies and
operating materials, and work-in-progress usable in the ordinary course of
business and (ii) in case of finished products and merchandise goods saleable in
the ordinary course of business at then prevailing market prices or
manufacturing cost or acquisition cost, whatever is higher.

           12. The pension accruals shown in the Interim Balance Sheet duly
reflect the cash value of the Company's liabilities from commitments for company
pension plans (both direct and indirect commitments) on the basis of a
calculation interest rate of 6 per cent and the application of the actuarial
orientation schedules of Dr. Karl Heubeck in their 1998 version.

           13. ATTACHMENT 4.13.1 is a complete and correct list of all real
estate owned by the Company. The excerpts from the cadastrial chart
(Katasterplan) and land register attached as ATTACHMENT 4.13.2 accurately
reflect the factual and legal circumstances relating to such real estate. SAVE
AS DISCLOSED IN ATTACHMENTS 4.13.2 AND 4.14, such real estate is free of any
encumbrances and any other rights for the benefit of third parties which are not
registered in the land register or construction encumbrances register. There are
no filings for registration regarding such real estate which are not yet
registered in the land register or construction encumbrance register. For
clarification purposes is stated that item Nr. 2 Section 3 of the land register
excerpt attached as ATTACHMENT 4.13.2 will remain.

           The principle amount outstanding under the corresponding loans as of
October 31, 1998 has been accounted for in the determination of the Purchase
Price.

           14. All assets necessary for, or used in, the present business
operations of the Company and the Subsidiaries are reflected in the Annual
Statements 1997 and the Interim Balance Sheet. Save as disclosed in ATTACHMENT
4.14, the Company and the Subsidiaries are the legal and beneficial owners of
all fixed assets (Gegenstaende des Anlagevermoegens) used in their respective
business operations. Such assets are free of any encumbrances or any other
rights for the benefit of third parties. Such 

<PAGE>   9
 assets are in a good operating and conservation condition. The Company and the
Subsidiaries are the legal and beneficial owners of all current assets
(Gegenstaende des Umlaufvermoegens) used in their respective business
operations. Such assets are free of any encumbrances and any other rights for
the benefit of third parties with the exception of statutory pledges or
retention of title rights entered into in the ordinary course of business.

           15. ATTACHMENT 4.15 is a complete and correct list of (i) all
industrial property rights and copyrights (including but not limited to patents,
utility models, trademarks, design patents, copyrights, topographic rights)
which are owned by the Company or any of the Subsidiaries or in respect to which
the Company or any of the Subsidiaries has been granted a license for use as
well as (ii), as regards such rights in respect to which the Company or any of
the Subsidiaries has been granted a license to use, the relevant license
agreements. With the exception of the industrial property rights and copyrights
set forth in this list the Company and the Subsidiaries do not use any
industrial property rights or copyrights nor is any of them dependent thereon.
No industrial property or copyrights used by the Company or any of the
Subsidiaries have been challenged by any third party. Neither the Company nor
the Subsidiaries are infringing upon industrial property rights of third
parties.

           16. Save as disclosed in ATTACHMENTS 4.2.3, 4.3.4 AND 4.16, there are
no contractual or other business relationships between the Company and/or any of
the Subsidiaries on the one side and the Sellers and/or any enterprise
affiliated with either Seller within the meaning of Sec. 15 of the Stock
Corporation Act on the other side. All contractual or other business
relationships between the Company and/or any of the Subsidiaries on the one side
and the Sellers an/or any enterprise affiliated with any of them on the other
side, including the managing director employment agreements with the Sellers,
will be terminated on or prior to the Effective Date, provided, however, that
the Company may continue to purchase printing cylinders from Seller 1 or his
affiliated company Tiefdruck-Zylinder-Technik GmbH. Sellers 1 and 3 shall
release Rotec from all claims as managing directors and return any property of
the Company in their possession.

           On the Effective Date there will be no more liabilities or
obligations of the Company or any of the Subsidiaries to the Sellers and/or any
enterprise affiliated with any of them; Sellers number 1 and 3 will submit
resignation letters from their position as managing directors.

           17. ATTACHMENT 4.17 is a complete and correct list of the 10 largest
customers and 10 largest suppliers of the Company as well as of all suppliers of
the Company, for goods and services of any kind, for which they are the sole
source of supply, i.e. for which there is no alternative source at comparable
conditions (except for energy supply agreements, mail and telecommunications
services), listing in each case the business volume for the fiscal year 1997.
There is no reason to believe that any of such customers or suppliers of the
Company will reduce the extent of its 

<PAGE>   10

previous dealings with the Company to any material degree except for the general
development of the economy or the market.

           18. ATTACHMENT 4.18 is a complete and correct list of all bank
accounts of the Company and each of the Subsidiaries as well as of the
respective signatories. Seller 2 shall notify the banks of the resignations of
Seller 1 and 3.

           19. ATTACHMENT 4.19 is a complete and correct list of all insurance
taken out by, or for the benefit of, the Company, the Subsidiaries or their
respective business operations with the exception of any insurance of the motor
vehicles used in the Company's or the Subsidiaries' business operations. No such
insurance policy will lapse upon the acquisition of the Shares by the Purchaser.
All premiums have been paid, and the Company and the Subsidiaries have complied
with all material obligations under the relevant policies. Such insurances are
adequate and sufficient by best industry standards.

           20. ATTACHMENT 4.20 is a complete and correct list of certain
important (written or orally concluded) agreements and obligations of the
Company and the Subsidiaries at the date of this notarial deed (hereinafter
referred to as the "Material Contracts") i.e. all agreements and commitments
which relate to one of the following items or have been concluded by the Company
or any of the Subsidiaries with, or granted to, one of the following parties:

           20.1 All agreements and obligations of the Company and the
      Subsidiaries relating to the acquisition, divestiture, encumbrance or
      other disposal of real estate or real-estate-like rights;

           20.2 All agreements of the Company and the Subsidiaries relating to
      the acquisition or the divestiture of fixed assets (Gegenstaende des
      Anlagevermogens) including intangible assets, physical fixed assets (with
      the exception of real estate and real-estate-like rights) and financial
      assets the value of which exceeds DM 20.000,-- per item or collectively DM
      50.000,--.

           20.3 All usufructuary lease agreements (Pachtvertraege), rental
      agreements (Mietvertraege) or leasing arrangements of the Company and the
      Subsidiaries;

           20.4 All license agreements into which the Company or any of the
      Subsidiaries as licensor or licensee has entered;

           20.5 All EXISTING credit agreements of any nature into which the
      Company or any of the Subsidiaries as lender or borrower has entered, with
      the exception of customary extensions of the due date of receivables or
      payables agreed to in the ordinary course of business, as well as all
      factoring arrangements, showing the overall exposure of the Company and
      the Subsidiaries not earlier than six days prior to the date of this
      notarial deed;
<PAGE>   11

           20.6 All agreements of the Company and the Subsidiaries with domestic
      or foreign authorized dealers (Vertragshaendler), commercial agents
      (Handelsvertreter) or agents as well as all similar distribution
      agreements which either in case of their termination trigger compensation
      claims against the Company or any of the Subsidiaries or whose notice
      period for termination exceeds three (3) months;

           20.7 All agreements of the Company and the Subsidiaries with advisers
      and consultants;

           20.8 All agreements and obligations of the Company and the
      Subsidiaries relating to pensions, other social benefits, profit
      participations, turnover participations or other success bonuses as well
      as similar agreements;

           20.9 All collective bargaining agreements and shop agreements into
      which the Company or any of the Subsidiaries has entered or to which the
      Company or any of the Subsidiaries is subject;

           20.10 All cooperation and similar agreements of the Company and the
      Subsidiaries with third parties as well as any agreement or obligation of
      the Company or any of the Subsidiaries having a restrictive impact on
      competition;

           20.11 All agreements or obligations of the Company and the
      Subsidiaries which have been entered into or assumed outside the ordinary
      course of business of the Company or any of the Subsidiaries;

           20.12 Other agreements and obligations of the Company and the
      Subsidiaries which trigger annual payments exceeding DM 20.000,- per item
      or collectively DM 50.000,-;

           The validity or enforceability of none of the Material Contracts has
been legally contested or questioned. No Material Contract is terminated or
about to be terminated. Neither the Company or any of the Subsidiaries nor their
respective contractual partners have breached, or are in default with respect
to, any Material Contract. The transaction contemplated in this Agreement will
not give any party an express right to termination or amendment of a Material
Contract.

           21. ATTACHMENT 4.21.1 is a complete and correct list of all managing
directors and employees of the Company and the Subsidiaries stating the monthly
remuneration of each managing director and employee, respectively. No managing
director, and no employee marked therein as "important", has declared an
intention to terminate the employment relationship with the Company or any of
the Subsidiaries, respectively. There are no labour disputes carrying a
financial risk for the Company or the Subsidiaries in excess of DM 10.000,-.

           22. ATTACHMENT 4.22.1 is a complete and correct list of all
powers-of-attorney (save for powers-of-attorney to professional advisers such as

<PAGE>   12

lawyers and tax advisers) issued by the Company and the Subsidiaries and
presently in force which are not reflected in ATTACHMENTS 4.2.1 and 4.3.2 or in
ATTACHMENT 4.18.

           23. The Company and the Subsidiaries have applied for, received and
used all public grants only in accordance with applicable laws and in compliance
with all regulatory orders, conditions and impositions. No such grants will have
to be repaid as a result of the consummation of the transactions reflected in
this Agreement or due to any other circumstances already known.

           24. ATTACHMENT 4.24 is a complete and correct list of all pending
legal disputes and regulatory proceedings (including criminal law
investigations) to which the Company and the Subsidiaries, respectively, or
their respective officers or employees (in that capacity or to the extent that
such disputes or proceedings could result in a liability of the Company or any
of the Subsidiaries) are party or subject. No such disputes or proceedings have
been threatened nor are there any circumstances which are likely to give rise to
such disputes or proceedings. Neither the Company nor the Subsidiaries are
subject to any order or judgement by any court, governmental or regulatory
agency or similar institution which has not been satisfied in full.

           25. The business facilities of the Company and the Subsidiaries have
been erected and are operated in compliance with all applicable laws and
regulatory orders (especially in the area of construction law and trade law).
Neither their operation nor the other present business operations of the Company
and the Subsidiaries or any of their products or services violate applicable
laws or regulatory orders or did violate such laws or regulatory orders in the
past. The Company and the Subsidiaries have at their disposal all regulatory
permits which are required for the conduct and continuation of their respective
present business operations. Neither a revocation or any restriction of any of
such permits nor any third party claim against such permits is currently pending
or can be expected in the foreseeable future.

           26. The real estate used by the Company and the Subsidiaries,
respectively, (whether or not such real estate is the property of the Company or
any of the Subsidiaries) as well as their respective other operational
facilities are free of any pollution of soil, ground water, air or any other
environmental pollution for whose curing and cleaning up the Company or any of
the Subsidiaries could be held liable. The business operations of the Company
and each of the Subsidiaries do presently not result and did not result in the
past in any pollution of soil, water, air or any other environmental pollution
or damage with respect to which the Company or any of the Subsidiaries could be
held liable by the competent authorities or other third parties. The Company and
each of the Subsidiaries have always observed all applicable environmental and
zoning laws and all other statutory or regulatory provisions. The fresh water
supply, the disposal of waste water as well as of gases and solid emissions and
effluent discharges is fully assured for the present business operations of the
Company and each of the Subsidiaries.

<PAGE>   13


           27. All software, firmware and hardware used in the business or
operations of the Company and the Subsidiaries that contains or calls on a
calendar function, including but not limited to any function that is indexed to
a computer processing unit clock, provides specific dates or calculates spans of
dates, is able to record, store, process and provide true and accurate dates and
calculations for dates and spans of dates (including leap year calculations)
including and following January 1, 2000.

           28. Except as disclosed in ATTACHMENT 4.28:

           28.1 No notice, notification, demand, request for information,
      summons, complaint or order has been issued, no complaint has been filed,
      no penalty has been assessed and no investigation or review is pending or
      threatened by any governmental entity or other third party with respect to
      any (i) alleged liability of the Company or any of the Subsidiaries under
      any environmental laws or any alleged violation by the Company or any of
      the Subsidiaries of any environmental law, (ii) alleged failure by the
      Company or any of the Subsidiaries to have any permit, or revocation or
      limitation of any permit, (iii) regulated activity engaged in by, or which
      occurred on any properties now or previously owned, operated or leased by,
      the Company or any of the Subsidiaries or with respect to any property to
      which the Company or any of the Subsidiaries has, directly, or indirectly,
      transported any hazardous substances or waste or (iv) release of hazardous
      substances by, or which occurred on any properties now or previously
      owned, operated or leased by, the Company or any of the Subsidiaries or
      with respect to any property to which the Company or any of the
      Subsidiaries has, directly or indirectly, transported any hazardous
      substance or waste;

           28.2 No polychlorinated biphenyls, radioactive material, urea
      formaldehyde, lead, asbestos, asbestos-containing material or underground
      storage tank (active or abandoned) is or has been present at any property
      now or previously owned, operated or leased by the Company or any of the
      Subsidiaries;

           28.3 Other than in quantities permitted under applicable
      environmental laws, no hazardous substance has been released (and no
      notification of such release has been made or is required) or is present
      (in reportable or threshold planning quantity) at, on or under any
      property of the Company or any of the Subsidiaries now or in the past.

           29. Since December 31, 1997 and until the Effective Date no
agreements of the Company and the Subsidiaries with domestic or foreign
authorized dealers (Vertragshaendler), commercial agents (Handelsvertreter) or
agents nor any similar distribution agreements which in case of their
termination trigger compensation claims against the Company or any of the
Subsidiaries have been terminated.

           30. Since December 31, 1997, and until the Effective Date the
business operations of the Company and the Subsidiaries have been and will be,
respectively, conducted exclusively in the ordinary course of business, in
accordance with cautious practice and substantially in the same manner as before
(in particular with respect but not limited to the disposal of assets, the
entering into obligations and liabilities and 

<PAGE>   14

the remuneration of corporate organs, employees and advisers); there have been
no materially adverse changes with respect to such business operations or the
asset, financial or result situation or with respect to important assets or
contracts of the Company and the Subsidiaries. Since December 31, 1997 no profit
distributions including preliminary distributions have been made, except in the
ordinary course of business and as listed in ATTACHMENT 4.30, nor have hidden
reserves been dissolved or withdrawn by the Company or any of the Subsidiaries.
Except for general developments of the economy or the market, there are no facts
or circumstances which in the future could have a materially adverse impact on
the Company and/or the Subsidiaries and/or their respective business operations.

           31. All information supplied to the Purchaser and its advisers by the
Sellers with respect to the Sellers, the Company, the Shares and the
Subsidiaries prior to the recording of this Agreement is complete, correct and
accurate in all respects and is not misleading and does not omit anything
relating to the Sellers, the Company, the Shares and the Subsidiaries likely to
affect the importance of such information or which the Purchaser should be aware
of when entering into this Agreement.

           Any knowledge acquired by the Purchaser or its advisers in the course
of the negotiations of this Agreement or in the course of any financial or legal
review of the Company or the Subsidiaries shall not be construed to limit the
scope of any of the Sellers' representations and warranties contained herein nor
excuse the Sellers of any disclosures required hereunder.


                                    Article 5

                               Legal Consequences
                               ------------------

           1. In the event of any incorrectness or incompleteness of any
representation and warranty made by the Sellers under Article 4 the Sellers
shall be liable pro rata their respective Shares in the Company to put the
Company or, at the Purchaser's sole discretion, the Purchaser in the same
position as if the relevant representation and warranty had been correct or
complete.

           2. The obligation under Article 5.1 shall apply only if and to the
extent that any claims of Purchaser exceed an aggregate amount of DM 200,000.-.

           3. The rights and remedies of the Purchaser referred to in this Art.
5 shall be subject to the following limitations:

           (a) All rights and remedies of the Purchaser referred to in this Art.
      5, other than with respect to the representations and warranties made
      under Art. 4 para. 5, or regarding tax liabilities, social security
      contributions and all other public law dues, shall be subject to a
      limitation period expiring on December 31, 2001;
<PAGE>   15

           (b) With respect to the representations and warranties made under
      Art. 4 para. 5, the statutory limitation period which shall start to run
      at the date hereof shall apply.

           4. Except for para. 3 b), if notification of a claim under this Art.
5 is given within the applicable period of limitation, such limitation period
shall with respect to such claim be extended to expire one year after the date
of such notification.

           5. In the event that on or before the payment date as defined in
Article 2 (i) a material adverse change with respect to any of the matters dealt
with in Article 4 should occur, or (ii) it should turn out that any of the
representations and warranties given in Article 4 are materially inaccurate or
incomplete, the Purchaser has the right to withdraw (zuruecktreten) from this
Agreement.


                                    Article 6

                             Covenant not to Compete
                             -----------------------

           UPON NOTARIZATION OF THIS AGREEMENT. THE SELLERS SHALL ENTER INTO A
SEPARATE NON-COMPETE AGREEMENT WITH DAY INTERNATIONAL, INC. DAYTON, OHIO,
U.S.A. IN THE FORM OF SECTION II OF THIS NOTARIAL DEED.


                                    Article 7

                        Further Covenants and Provisions
                        --------------------------------

           1. The parties will without undue delay take all actions required to
carry out and to bring into full force and effect the sale and assignment of the
Shares as per Art. 1 of this Agreement. In particular, the parties will fully
cooperate in order to (i) comply with all reporting and notification duties to
administrative bodies and courts, if any, arising in connection with the sale
and assignment of the Shares under the relevant laws, (ii) to obtain all
consents of administrative bodies and courts which may be necessary for the
validity or the carrying out of the sale and assignment of the Shares (this
applies in particular but not limited to the approval of the sale and assignment
of the Shares by the Federal Cartel Office in merger control proceedings), (iii)
to assist the respective other parties in performing their obligations in
connection with the sale and assignment of the Shares and (iv) to procure that
any consent or cooperations from third parties necessary for carrying out the
sale and assignment of the Shares will be obtained, and (v) ensure a smooth
transition process (this includes the assistance and cooperation of the Sellers
in the preparation of the tax filings of the Company for the fiscal year ending
December 31, 1998).

           2. Seller 2 hereby confirms that the Company has all rights regarding
the work results which he, in whatever capacity, has produced during the time of
his work for the Company. "Work results" shall include inventions, technical

<PAGE>   16

suggestions, methods of engineering, patents, utility models, design patents and
the like. In the event that this should be required, Seller 2 will transfer and
assign to the Company all such work results, or, if a full transfer is not
legally possible, grant an exclusive licence for the use of all such work
results to the Company. Seller 2 is not entitled to any compensation for such
transfer or licence nor for the use of any such work results by the Company.

           3. Seller 1 and Seller 3 hereby release the Company from all pension
(OLD AGE AND DISABILITY) commitments for the benefit of any of them. Such
release shall become effective today. Notwithstanding such release, the parties
shall cooperate to bring about a transfer of the existing insurance for certain
pension rights of Seller 1 and Seller 3 from the Company to Seller 1 and Seller
3 as direct beneficiaries. Until such transfer is effected, the respective
insurance relationships of the Company with the respective insurance carrier
will be continued for account of Seller 1 and Seller 3, respectively. IF SO
INSTRUCTED BY SELLER 1 OR SELLER 3, THE COMPANY SHALL TERMINATE THE RESPECTIVE
INSURANCE CONTRACT AND PAY OUT ANY PROCEEDS TO THE RESPECTIVE SELLER.

           4. Upon notarization of this Agreement the Sellers shall deliver to
the Purchaser

           (i) a bank guarantee upon first demand (Bankgarantie auf erstes
      Anfordern) in the amount of DM 3.310.000,00 issued by a prime German bank,
      such guarantee securing Purchaser's claims under Section 5.1 hereof for
      the breach or inaccuracy of any of Sellers' representations and warranties
      and expiring on December 31, 1999.

           (ii) a bank guarantee upon first demand (Bankgarantie auf erstes
      Anfordern) in the amount of DM 1.000.000,00 issued by a prime German bank,
      such guarantee securing Purchaser's claims under Section 3 hereof for any
      adjustment of the Purchase Price pursuant to Section 3.2 hereof and
      expiring on September 30, 1999; and

           (iii)a bank guarantee upon first demand (Bankgarantie auf erstes
      Anfordern) in the amount of DM 1.000.000,00 issued by a prime German bank,
      such guarantee securing Purchaser's claims under Section 3 hereof for any
      adjustment of the Purchase Price pursuant to Section 3.4 hereof and
      expiring on January 31, 2005; THIS BANK GUARANTEE SHALL BE REDUCED TO DM
      250.000,00 AFTER DECEMBER 31, 2002.

           5. The Purchaser shall cause the Company to permit the Sellers or
their advisers who are bound by professional secrecy obligations to get 
involved in all tax field audits of the Company relating to periods until the
Effective Date and in particular to participate in the final discussions
(Abschlussbesprechungen) with the tax auditor for which purpose the Purchaser
shall procure that the Company informs the Sellers about the announcement or
commencement of such field or tax audit. If no agreement can be reached about
the results of any such tax field audit, then the Purchaser shall upon the
request of Sellers cause the Company to initiate legal proceedings against the
respective tax assessment (Steuerbescheid) and, if so 

<PAGE>   17

requested by the Sellers, conduct a legal action in accordance with Sellers'
instructions; the cost of any such legal action shall be borne by the Sellers.

           6. As soon as practicable after the date hereof, Seller 2 shall
acquire common stock of Day International Group, Inc. under its Stock Purchase
Plan for an aggregate consideration of USD 700.000,00 pursuant to documentation
provided to him in draft form, provided that Seller 2 and Day International
Group, Inc. shall negotiate in good faith on a provision ensuring liquidity of
the investment to Seller 2 in the event of the termination of his employment
with the Company. THIS PROVISION SHALL NOT CREATE ANY OBLIGATIONS FOR SELLER 1
AND SELLER 3.


                                    Article 8

                       Confidentiality and Press Releases
                       ----------------------------------

           1. The Sellers shall keep secret for a period of 5 (five) years from
the Effective Date their knowledge about the Company, the Subsidiaries and their
respective business operations if the respective facts are not publicly known
and provided that no legal disclosure requirements exist, and shall not use such
information for themselves or for others.

           2. The Sellers and the Purchaser agree to keep strictly confidential
any information obtained by them in connection with the negotiation and
conclusion of this Agreement with respect to the other party or parties,
respectively, and its or, as the case may be, their affiliated companies.

           3. No party shall make any press release or similar public
announcements with respect to the transactions contemplated in this Agreement
without the prior written consent of the respective other parties, except for
filings or announcements prescribed under applicable securities and other laws.


                                    Article 9

                                  Miscellaneous
                                  -------------

           1. Each party to this Agreement bears the cost of its advisers. The
cost of the notarial recording of this Agreement as well as all other
transaction costs triggered by the conclusion or consummation of this Agreement
including any transfer taxes shall, as between the parties, be borne by the
Purchaser.

           2. This Agreement, including this provision, may only be amended by
written or, if necessary, notarial instrument.

           3. As process agent (ZUSTELLUNGSBEVOLLMAECHTIGTER) for the initiation
of a legal action or services which need to be made in a pending legal dispute
as well as 

<PAGE>   18

for the receipt of any declarations of will requiring receipt
(EMPFANGSBEDUERFTIGE WILLENSERKLAERUNG) the Sellers appoint

           Mr. WERNER GEBKER
           BIERMANNSTRASSE 3
           D-48683 Ahaus, Germany

           and the Purchaser appoints

           Mr. Christian Baldermann, managing director
           Day International (BRB) GmbH
           Auchtertstrasse 8
           D-72770 Reutlingen

           with a copy to

           Mr. Dennis R. Wolters, President and CEO
           Day International, Inc.
           West Second Street
           Dayton, Ohio 45401-0338 U.S.A.

           and

           Bruckhaus Westrick Heller Loeber
           Taunusanlage 11
           D-60329 Frankfurt/Main
           Germany
           Attn.: Dr. Wolfgang Hauser

           4. Should any provision of this Agreement be held wholly or in part
invalid or unenforceable, the validity or enforceability of the other parts
shall not be affected thereby. The invalid or unenforceable provision shall be
deemed replaced by such valid and enforceable provision which serves best the
economic interest of the parties originally pursued by the invalid or
unenforceable provision.

           5. Any agreements made heretofore between the parties to this
Agreement with respect to its subject matter are superseded by the conclusion of
this Agreement.

           6. This Agreement shall be governed by the laws of the Federal
Republic of Germany. In the event of any dispute between the parties arising out
of this Agreement the courts at Dusseldorf shall have non-exclusive
jurisdiction.

           The acting notary advised the persons appearing that
<PAGE>   19

      -    the Purchaser is liable without limitation for any contributions to
           the Stated Capital by the Sellers in case such contributions have not
           been made or have been repaid,

      -    in the event of an assignment of a share in a company with limited
           liability, a person is recognized as being the assignee only if such
           company has been notified of the acquisition and has been given
           evidence of the assignment of the share.

           The persons appearing asked the acting notary to notify the Company
of the above assignment of the Shares by delivery of a certified copy of this
notarial deed, as soon as the conditions precedent referred to in Article 1.5
have been met.


                                   SECTION II

                              NON-COMPETE AGREEMENT

                              of December 23, 1998

                                     between

           1.   Mr. Rudolf Wilbring
                Solmstrasse 83 a,
                48683 Ahaus-Ottenstein ("Seller 1")

           2.   Mr. Helmut Busshoff
                Solmstrasse 83 a,
                48683 Ahaus-Ottenstein ("Seller 2")

           3.   Mr. Josef Dunne
                Solmstrasse 83 a,
                48683 Ahaus-Ottenstein ("Seller 3")

                                 on the one hand

                                       and

           4.   Day International Inc.
                35 West Second Street
                Dayton, Ohio 45401-0338, USA
                ("Day")

                                on the other hand

<PAGE>   20



                                    PREAMBLE

           In this notarial Share Purchase Agreement, (Section 1), the Sellers
have sold all their shares in Rotec Hulsensysteme GmbH, Ahaus, ("Company") to
"JOVIK" Verwaltungsgesellschaft mbH, Hamburg, ("Purchaser"), an indirect
subsidiary of Day. (Unless defined herein, all capitalized terms used in this
Agreement shall have the meaning given to them in the Purchase Agreement.)

           From their activities as shareholders and managing directors of the
Company the Sellers have substantial know-how regarding the business of the
Company. Day and its subsidiaries are engaged in the business of producing and
selling (i) sleeves for flexography and (ii) printing blankets and printing
sleeves for offset lithography.

           In order to ensure that Day has the full benefit of the acquisition
of the Company from the Sellers, Day has, in conjunction with the Purchase
Agreement, asked the Sellers to undertake certain restrictions on their
competitive activities. The Sellers have agreed to make such undertakings as
supplemental to their obligations under the Purchase Agreement.

           The Parties therefore agree as follows:


                                    ARTICLE 1

                             Covenant not to compete
                             -----------------------

           The Sellers undertake for a period of 5 (five) years from the
Effective Date not to conduct any activity by which they would directly or
indirectly compete with the present business operations of Day and/or of its
present subsidiaries and/or the Company or which would directly or indirectly
result in such competition. This shall in no way affect the business of Seller 1
or his affiliated company Tiefdruck-Zylinder-Technik GmbH to produce and sell
printing cylinders and to buy and sell printing sleeves from suppliers other
than Day or the Company in order to sell such sleeves in conjunction with their
printing cylinders. In particular, the Sellers shall not establish or acquire
any business which would, directly or indirectly, compete with the business
operations of Day and/or any of its present subsidiaries and/or the Company, or
acquire a participation in, or advise or otherwise be engaged in such business.
This covenant not to compete does not apply to the acquisition of not more than
10% of the shares of companies listed on a recognized stock exchange, provided
the respective Seller has not been granted any further rights or entered into
any further agreements enabling him to directly or indirectly exercise a
material influence on such company.

           The Sellers undertake for a period of 2 (two) years from the
Effective Date not to hire or to solicit (either on their own account or for any
third party) any managing director or employee of Day or its present
subsidiaries.
<PAGE>   21


                                    ARTICLE 2

                       Present Business Operations of Day
                       ----------------------------------

           The non-compete covenant pursuant to Article 1 shall only apply with
regard to the present business operations of Day and its present subsidiaries,
namely exclusively to producing and selling (i) sleeves for flexography and (ii)
printing blankets and coated offset printing sleeves for offset lithography. The
Sellers shall not be restricted in their activities in other business fields.


                                    ARTICLE 3

                         Geographical Scope of Covenant
                         ------------------------------

           With regard to the Company, the non-compete covenant pursuant to
Article 1 hereof shall apply worldwide. With regard to Day itself and any of its
present subsidiaries, the above covenant shall only apply to markets outside the
European Union.


                                    ARTICLE 4

                                  Consideration
                                  -------------

           As consideration for the above covenant not to compete the Sellers
shall receive a one-time payment of DM 6,700,000.00, payable together with the
Purchase Price under the Purchase Agreement. Internally among the Sellers this
consideration shall be allocated as follows:

Seller 1:  DM 3,417,000.00
Seller 2:  DM 2,211,000.00
Seller 3:  DM 1,072,000.00

Value added tax (Umsatzsteuer) payable on this consideration, if any, shall be
borne by "Day".


                                    ARTICLE 5

                               Contractual penalty
                               -------------------

           If any of the Sellers should violate the covenant not to compete set
forth in Article 1 and continues such violation despite a written warning by
Day, the Purchaser or the Company, then such Seller shall be liable to pay a
contractual 


<PAGE>   22

penalty in the amount of DM 200,000.00 (in words: Deutsche Mark
twohundredthousand) to Day or the affected subsidiaries of Day, at Day's choice.
In case of a continuing violation such Seller has, for each further month in
which the violation continues, to pay a further contractual penalty in the
amount of DM 100,000.00 (in words: Deutsche Mark onehundredthousand). If,
however, such Seller should violate the principle set out in the last sentence
of Article 1, such act shall carry a contractual penalty payable by the Seller
to Day in the amount of DM 30,000.00 for each violation (excluding the defence
of continuing action (Fortsetzungszusammenhang). Any rights of Day or its
affected subsidiaries to demand further damages and discontinuance of the
prohibited conduct shall remain unaffected.


                                    ARTICLE 6

                         Relation to Purchase Agreement
                         ------------------------------

           This Agreement shall only become effective upon the effective
transfer of the Shares under the Purchase Agreement (Section 1). The
consideration paid by Day to the Sellers pursuant to Article 3 of this Agreement
shall be taken into account for calculating potential claims of the Purchaser
pursuant to Article 5 of the Purchase Agreement. This Agreement shall
automatically be terminated upon termination of the Purchase Agreement.


                                    ARTICLE 7

                                  Miscellaneous
                                  -------------

           1. Each party to this Agreement bears the cost of its advisers.

           2. This Agreement, including this provision, may only be amended by
written or, if necessary, notarial instrument.

           3. As process agent (ZUSTELLUNGSBEVOLLMAECHTIGTER) for the initiation
of a legal action or services which need to be made in a pending legal dispute
as well as for the receipt of any declarations of will requiring receipt
(EMPFANGSBEDUERFTIGE WILLENSERKLAERUNG) the Sellers appoint

           Mr. Werner Gebker
           Biermannstrasse 3
           48683 Ahaus, Germany

      and Day appoints

           Mr. Christian Baldermann, managing director

<PAGE>   23

           Day International (BRD) GmbH
           Auchtertstrasse 8
           D-72770 Reutlingen

           with a copy to

           Mr. Dennis R. Wolters, President and CEO
           Day International, Inc.
           West Second Street
           Dayton, Ohio 45401-0338 U.S.A.

           and

           Bruckhaus Westrick Heller Loeber
           Taunusanlage 11
           D-60329 Frankfurt/Main
           Germany
           Attn.: Dr. Wolfgang Hauser

           4. Should any provision of this Agreement be held wholly or in part
invalid or unenforceable, the validity or enforceability of the other parts
shall not be affected thereby. The invalid or unenforceable provision shall be
deemed replaced by such valid and enforceable provision which serves best the
economic interest of the parties originally pursued by the invalid or
unenforceable provision.

           5. Any agreements made heretofore between the parties to this
Agreement with respect to its subject matter are superseded by the conclusion of
this Agreement.

           6. This Agreement shall be governed by the laws of the Federal
Republic of Germany. In the event of any dispute between the parties arising out
of this Agreement the courts at Frankfurt am Main shall have non-exclusive
jurisdiction.

           The above protocol including all attachments was read to the persons
appearing by the acting notary, was approved by them and was personally signed
by them and the acting notary as follows: