Exhibit
10.17  Execution Version   ASSET PURCHASE AGREEMENT  among  RWA, INC., d/b/a CHASE EMS,  CHASE CORPORATION,  MC ASSEMBLY LLC  and  M C TEST SERVICE, INC., but only with respect to Section 6.14   Effective Date:  June 28,
2010


TABLE OF CONTENTS  PageARTICLE I.
  DEFINITIONS
  11.1
  Defined
  Terms
  1ARTICLE II.
  PURCHASE
  AND SALE
  62.1
  Agreement
  to Purchase and Sell
  62.2
  Excluded
  Assets
  72.3
  Non-Assignable
  Contracts
  82.4
  Assumption
  of Certain Liabilities
  82.5
  Liabilities
  Not Assumed
  9ARTICLE III.
  PURCHASE
  PRICE; ADJUSTMENTS; ALLOCATIONS
  103.1
  Consideration
  103.2
  Purchase
  Price Adjustment
  113.3
  Purchase
  Price Allocation
  12ARTICLE IV.
  REPRESENTATIONS
  AND WARRANTIES OF THE SELLER PARTIES
  124.1
  Organization
  124.2
  Authorization
  124.3
  Absence
  of Restrictions and Conflicts
  134.4
  Financial
  Statements
  134.5
  Undisclosed
  Liabilities
  134.6
  Absence
  of Certain Changes
  134.7
  Legal
  Proceedings
  144.8
  Compliance
  with Law; Licenses and Permits
  144.9
  Taxes
  154.10
  Real
  Property
  154.11
  Title
  and Condition of Purchased Assets
  164.12
  Material
  Agreements
  164.13
  Intellectual
  Property; Software
  174.14
  Customer
  and Supplier Relations
  194.15
  Products;
  Warranties
  194.16
  Inventory;
  Accounts Receivable; Accounts Payable
  204.17
  Insurance
  20  i


TABLE OF CONTENTS (continued)  Page4.18
  Employee
  Benefits
  214.19
  Employees
  214.20
  Labor
  Matters
  224.21
  Environmental
  Matters
  224.22
  Transactions
  with Affiliates
  234.23
  Books
  of Account; Records
  244.24
  Brokers,
  Finders and Investment Bankers
  244.25
  Copies
  of Documents
  24ARTICLE V.
  REPRESENTATIONS
  AND WARRANTIES OF BUYER
  245.1
  Organization
  245.2
  Authorization
  245.3
  Absence
  of Restrictions and Conflicts
  255.4
  Key
  Accounts
  255.5
  Brokers,
  Finders and Investment Bankers
  25ARTICLE VI.
  CERTAIN
  COVENANTS AND AGREEMENTS
  256.1
  Conduct
  of the Business
  256.2
  Inspection
  and Access to Information
  266.3
  Notices
  of Certain Events
  266.4
  No
  Solicitation of Transactions
  276.5
  Reasonable
  Efforts; Further Assurances; Cooperation
  276.6
  Public
  Announcements
  286.7
  Risk
  of Loss
  286.8
  Tax
  Cooperation; Allocation of Taxes
  286.9
  Restrictive
  Covenants
  296.10
  Business
  Employees
  306.11
  Use
  of Name
  316.12
  Payments
  and Property Received
  316.13
  [Intentionally
  Deleted.]
  316.14
  MC
  Test Guaranty
  31  ii


TABLE OF CONTENTS (continued)  PageARTICLE VII.
  CLOSING
  317.1
  The
  Closing
  317.2
  Deliveries
  by the Seller Parties
  327.3
  Deliveries
  by Buyer
  327.4
  Conditions
  to Each Partys Obligations
  327.5
  Conditions
  to Obligations of Buyer
  337.6
  Conditions
  to Obligations of the Seller Parties
  34ARTICLE VIII.
  TERMINATION
  348.1
  Termination
  348.2
  Specific
  Performance and Other Remedies
  358.3
  Effect
  of Termination
  35ARTICLE IX.
  INDEMNIFICATION
  369.1
  Survival
  of Representations, Warranties and Agreements
  369.2
  Indemnification
  Obligations of the Seller Parties
  369.3
  Indemnification
  Obligations of Buyer
  379.4
  Determination
  of Breaches and Calculation of Damages
  379.5
  Indemnification
  Procedure
  389.6
  Claims
  Period
  399.7
  Liability
  Limits
  40ARTICLE X.
  MISCELLANEOUS
  4010.1
  Notices
  4010.2
  Schedules
  and Exhibits
  4210.3
  Assignment;
  Successors in Interest; Amendment
  4210.4
  Number;
  Gender
  4210.5
  Captions
  4210.6
  Severability
  4210.7
  Counterparts
  4210.8
  No
  Third Party Beneficiaries
  4210.9
  Waiver
  4210.10
  Integration
  43  iii


TABLE OF CONTENTS (continued)  Page10.11
  Cooperation
  Following the Closing
  4310.12
  Transaction
  Costs
  4310.13
  Governing
  Law
  43  iv


ASSET PURCHASE AGREEMENT  THIS
ASSET PURCHASE AGREEMENT (this Agreement), dated as of June 28, 2010,
is made and entered into by and among RWA, Inc., d/b/a Chase EMS, a
Massachusetts corporation (Seller), Chase Corporation, a Massachusetts
corporation (Parent and together with Seller, the Seller Parties),
MC Assembly LLC, a Delaware limited liability company (Buyer), and,
for purposes of Section 6.14 only, M C Test Service, Inc., a Florida
corporation (MC Test).  The
Seller Parties and Buyer are sometimes individually referred to herein as a Party
and collectively as the Parties.  A.Seller is in the business of
procurement, assembly, test, repair (including warranty) and direct fulfillment
of printed circuit board assemblies (PCBAs), electronic sale assemblies and
complete electronic products (box build) (the Business).  B.Parent owns all of the
issued and outstanding shares of common stock of Seller.  C.The Seller Parties desire to
sell and Buyer desires to purchase all of the Seller Parties right, title and
interest in and to substantially all of the assets related to the conduct of
the Business, and Buyer proposes to assume certain of the liabilities and
obligations of the Seller Parties related to the Business, all on the terms and
subject to the conditions set forth in this Agreement.  NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the Parties agree as
follows:  ARTICLE I. DEFINITIONS  1.1Defined Terms.  Capitalized terms not defined when first used
in this Agreement are used in this Agreement with the meanings given them in
this Section 1.1:  Affiliate
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such other Person.  For purposes of this definition, control, controlled
and controlling when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.  Applicable
Law means all United States, foreign, federal, provincial, state or local
laws (including, without limitation, common law), statutes, treaties, judicial
decisions, regulations, rules, judgments, orders, decrees, injunctions and
agreements with any Governmental Entity.  Benefit
Plan Controlled Liability means any and all liabilities under (i) Title IV
of ERISA, (ii) Section 302 of ERISA, (iii) Sections 412 and 4971 of the Code,
(iv) the continuation coverage requirements of Sections 601 et. seq. of ERISA
and Section 4980B of the Code and the portability and nondiscrimination requirements
of Section 701 et seq. of ERISA and Section 9801 et seq. of the Code or (v)
Section 4975 of the Code.


Business Day shall mean a day on which banks are authorized to
conduct business in the State of Florida, but not including any Saturday or
Sunday.  Closing Date Balance Sheet means a balance sheet of the
Business, as of 11:59 p.m., Eastern Standard Time, on the Closing Date,
prepared in accordance with GAAP.  Code means the Internal Revenue Code of 1986, as amended.  Confidential Information means any data or information of the
Business which is valuable to the operation of the Business and not generally
known to the public.  Contract means any contract, agreement, contract right,
license agreement, franchise right or agreement, policies, purchase or sale
order, or quotations or executory commitment, arrangement or understanding,
whether written or oral.  Delinquent Payable means any account payable that remains
unpaid more than 30 days from its due date.  Employee Benefit Plan means with respect to any Person, each
plan, fund, program, agreement, arrangement or scheme, including, but not
limited to each plan, fund, program, agreement, arrangement or scheme
maintained or required to be maintained under Applicable Law that is at any
time sponsored or maintained or required to be sponsored or maintained by such
Person or to which such Person makes or has made contributions, or has or has
had an obligation or liability providing for employee benefits or for the
remuneration, direct or indirect, of the employees, former employees,
directors, officers, consultants, independent contractors, contingent workers
or leased employees of such Person or the dependents of any of them (whether
written or oral), including, without limitation: each pension, retirement,
deferred compensation, bonus, incentive compensation, stock purchase, stock
option, phantom stock and other equity compensation plan (whether or not tax
qualified) including, without limitation, multiemployer pension and welfare
plans within the meaning of ERISA §3(37); each welfare plan (within the
meaning of Section 3(1) of ERISA determined without regard to whether such plan
is subject to ERISA); each pension plan (within the meaning of Section 3(2)
of ERISA, determined without regard to whether such plan is subject to ERISA);
and each severance plan or agreement, health, supplemental unemployment
benefit, hospitalization insurance, medical, dental, vision, disability, life,
legal and each other employee benefit plan, fund, program, agreement or
arrangement.  Environment means any surface or ground water, drinking water
supply, soil, surface or subsurface strata or medium, and the ambient air.  Environmental Health and Safety Law means any and all past,
present and future local, municipal, state, provincial, national or federal
law, statute, decision, judgment, award, regulation, ordinance, decree, rule,
code of practice, guidance, order, direction, consent, authorization, permit,
or similar requirement, approval or standard in the United States, including
common law, concerning environmental, health or safety matters (including, but
not limited to, the clean-up standards and practices for Hazardous  2


Materials)
relating to buildings, equipment, or the Environment, whether set forth in
Applicable Law or applied in practice to operations such as those of the
Business in the jurisdictions in which the Business is or has been located
and/or operated.  ERISA means the Employee Retirement Income Security Act of
1974, as amended.  ERISA Affiliate means with respect to any Seller Party, any
entity which is or has ever been a member of a controlled group with, or
under common control with, such Seller Party (within the meaning of Section
414(b) or (c) of the Code) or which is or has ever been a member of an affiliated
service group with such Seller Party (within the meaning of Section 414(m) of
the Code or any entity which is or has ever been required to be aggregated with
such Seller Party under Section 4001(b) of ERISA.  GAAP means generally accepted accounting principles as in
effect in the United States, consistently applied.  Governmental Entity means any U.S., foreign, federal, state,
regional, municipal or local governmental or administrative authority,
including any court, tribunal, agency, bureau, committee, board, commission or
instrumentality constituted or appointed by any such authority.  Hazardous Materials means any waste, pollutant, contaminant,
hazardous substance, toxic, ignitable, reactive or corrosive substance,
radioactive substance, hazardous waste, special waste, industrial waste or
substance, by-product, process intermediate product or waste, petroleum or
petroleum-derived substance or waste, chemical liquids or solids, liquid or
gaseous products, or any constituent of any such substance, or any other
material that may be harmful to human health or the Environment and that is
controlled under Environmental Health and Safety Laws in any of the
jurisdictions in which the Business has been or is being operated.  Intellectual Property
means (i) all domestic or foreign patents, patent applications, inventions
(whether or not patentable), processes, products, technologies, discoveries,
copyrightable and copyrighted works, apparatus, Trade Secrets, trademarks,
service marks, trade names, trade dress, symbols, logos, domain names, design
rights, customer lists, marketing and customer information, mask works rights,
know-how, formulas, licenses, manufacturing data, blueprints, drawings,
technical information (whether confidential or otherwise), software, systems,
databases, models, methodologies and all other intellectual property and other
proprietary rights of every kind; (ii) all licenses, sublicenses or agreements with
respect to any of the foregoing; and (iii) all filings, registrations and
applications for or issuances of any of the foregoing with or by any
Governmental Entity.  Key Accounts means such customers identified with an asterisk
(*) as Key Accounts on Schedule 4.14(b).  3


Knowledge with respect to the Seller Parties means (i) all
facts known by all officers, directors and management employees of the Business
after due inquiry and diligence with respect to the matters at hand and (ii)
all facts that such persons should have known with respect to the matters at
hand if they had made due inquiry and exercised diligence.  Lien means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest, encumbrance, restriction,
tenancy or other possessory interest, conditional sale or other title retention
agreement, assessment, easement, right of way, covenant, right of first
refusal, defect in title or any other claim of any kind in respect of such
property or asset.  For the purposes of
this Agreement, a Person shall be deemed to own a property or asset that is
subject to a Lien if it has acquired or holds such property or asset subject to
the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such property or
asset.  Material Adverse Effect means any change, event, occurrence,
effect or development that is or is reasonably likely to be materially adverse
to the business, financial condition, results of operations, properties, assets
or liabilities (including contingent liabilities) of the Business, in each case
taken either individually or as a whole, or that does or is reasonably likely
to prevent or materially delay the consummation of the transactions
contemplated by this Agreement; provided, however, that none of the following,
nor any change, event, occurrence, effect or development resulting or arising
from the following, will constitute (or shall be considered in determining
whether there has occurred) a Material Adverse Effect:  (A) changes in interest rates, the U.S.
economy in general, U.S. or global securities markets in general, the
industries or market segments in which the Business operates in general, or
acts of war (whether or not declared) or terrorism that, in each case, do not
affect the Business in a materially and disproportionately adverse manner
compared to the businesses and entities operating in the same industries in
which the Business operates, (B) changes in GAAP that do not affect the
Business in a materially and disproportionately adverse manner compared to the
businesses and entities operating in the same industries in which the Business
operates, (C) the negotiation, execution, pendency, announcement or performance
of this Agreement or the transactions contemplated hereby (including, in any
such case, the impact thereof on relationships, contractual or otherwise, with
customers, suppliers, vendors, lenders, or employees), (D) changes in
Applicable Law that affect in general the industries in which the Business
operates that do not affect the Business in a materially and disproportionately
adverse manner compared to the businesses and entities operating in the same
industries in which the Business operates, (E) actions required to be taken by
the Selling Parties or Buyer pursuant to the terms of this Agreement, (F)
actions taken or omitted to be taken with Buyers prior written consent, or (G)
actions taken by Buyer or its Affiliates.  Net Working Capital means the difference between (i) the
current assets included in the Purchased Assets and acquired by Buyer hereunder
and (ii) the current liabilities included in the Assumed Liabilities and
assumed by Buyer hereunder, as of 11:59 p.m., Eastern Standard Time, on the
Closing Date, which amount shall be determined in accordance with GAAP and as
set forth on Schedule 2.5; provided,  4


however,
that notwithstanding anything contained herein, all of the accounts payable
listed on Schedule 2.5 shall be included as current liabilities for
purposes of calculating Net Working Capital under this Agreement regardless of
whether such accounts payable are Assumed Liabilities and even if such accounts
payable are no longer on the books and records of the Seller Parties as of the
Closing Date.  Ordinary
Course means the ordinary course of the Business consistent with past
custom and practice (including with respect to quantity and frequency).  Permits means all
permits (including, without limitation, environmental, construction and
operation permits), notifications, licenses, franchises, certificates,
approvals, exemptions, classifications, registrations and other similar
documents and authorizations, and applications therefor issued by, or submitted
to, any Governmental Entity.  Permitted Liens means (i) Liens for Taxes not yet due and
payable and (ii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and repairmen incurred in the Ordinary
Course.  Person means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization,
including a Governmental Entity.  Pre-Closing Tax Period means (i) any Tax period ending on or
before the Closing Date and (ii) with respect to a Tax period that commences
before but ends after the Closing Date, the portion of such period up to and
including the Closing Date.  Real Property Lease means that certain Commercial Lease, dated
June 16, 2004, between 21 East Street, LLC, as successor in interest to Bay
Street Realty, LLC, and Parent, as may be amended, modified or restated from
time to time.  Related to the Business, Relating to the Business, in
Relation to the Business or similar words means used in, arising from, or
connected to the Business.  Seller Ancillary Documents means all certificates, agreements,
documents and other instruments (other than this Agreement) to be executed and
delivered by any Seller Party in connection with the transactions contemplated
by this Agreement.  Seller Benefit Plan means each Employee Benefit Plan that is
sponsored or maintained or required to be sponsored or maintained at any time
by any Seller Party or to which any Seller Party makes or has made, or has or
has had an obligation to make, contributions at any time.  Tax and Taxes means all taxes, assessments, charges,
duties, fees, levies or other governmental charges (including interest,
penalties or additions associated therewith), including income, franchise,
capital stock, real property, personal property, tangible, withholding,
employment, payroll, social security, social contribution, unemployment
compensation, disability, transfer, sales, use, excise, gross receipts,
value-added and all other taxes of any kind for which any Seller Party may have
any liability  5


imposed
by any Governmental Entity, whether disputed or not, and any charges, interest
or penalties imposed by any Governmental Entity and including any obligation to
indemnify or otherwise assume or succeed to the Tax liability of any other
Person.  Tax Return means any report, return, declaration or other
information required to be supplied to a Governmental Entity in connection with
Taxes, including estimated returns and reports of every kind with respect to
Taxes.  Trade Secrets means information, including, without
limitation, technical or non-technical data, a formula, pattern, compilation,
program, including, without limitation, computer software and related source
codes, device, method, technique, drawing, process, financial data, financial
plan, product plan, list of actual or potential customers or suppliers, or
other information similar to any of the foregoing, which derives independent
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can derive
economic value from its disclosure or use.  ARTICLE II. PURCHASE AND SALE  2.1Agreement to Purchase and
Sell.  Subject to the terms and
conditions of this Agreement and except as otherwise specifically provided in
Section 2.2, at the Closing the Seller Parties will, or will cause their
respective Affiliates to, grant, sell, assign, transfer and deliver to Buyer or
its nominee, and Buyer or such nominee will purchase and acquire, free and
clear of all Liens other than Permitted Liens, all right, title and interest
of, in and to all of the assets, properties, rights (contractual or otherwise)
and interests owned, used, occupied or held by or for the benefit of any Seller
Party Relating to the Business, wherever located (all such assets, properties
and rights collectively referred to herein as the Purchased Assets),
including, without limitation, all of the following:  (a)all machinery, equipment
(including, without limitation, computer hardware), tooling, parts, furniture,
data and telephone equipment supplies and other tangible personal property of
any Seller Party used in Relation to the Business including, without
limitation, the personal property listed on Schedule 2.1(a);  (b)all raw materials, component
parts, production and non-production supplies, work-in-process and finished
goods inventory and other inventory of any Seller Party Related to the Business
(the Inventory);  (c)all Permits held by or
issued to any Seller Party in Relation to the Business (to the extent the same
are transferable) including, without limitation, the Permits listed on Schedule 2.1(c);  (d)all Intellectual Property
that any Seller Party owns or has the right to use in Relation to the Business
(collectively, the Purchased Intellectual Property) including, without
limitation, the Intellectual Property listed on Schedule 2.1(d);  6


(e)all claims and rights under
all Contracts to which any Seller Party is a party that Relate to the Business
(the Purchased Agreements) including, without limitation, the
Contracts listed on Schedule 2.1(e);  (f)all accounts receivable and
notes receivable, deposits, prepaid expenses and other miscellaneous tangible
and intangible assets of any Seller Party Relating to the Business, including,
without limitation, the items listed on Schedule 2.1(f) (subject to
increases or decreases therein in the Ordinary Course);  (g)all causes of action,
judgments, claims or demands of whatever kind or description Relating to the
Business that any Seller Party has or may have against any Person;  (h)all information, files,
correspondence, records, data, plans, reports and recorded knowledge Relating
to the Business, including all customer, supplier and price and mailing lists;
all accounting or other books and records; and all information and records
related to the operation and maintenance of the Purchased Assets, in whatever
media retained or stored, including, without limitation, computer programs and
disks; provided, however, that the Seller Parties shall be permitted to keep
and utilize one copy of all such information and records for the limited
purpose of concluding their involvement in the Business and for complying with
Applicable Law as long as such use, or any other use or disclosure of such
information and records by the Seller Parties and their Affiliates, does not
constitute a violation of the restrictive covenants set forth in Section 6.9;  (i)all telephone numbers of the
Seller Parties Related to the Business, including the telephone numbers set
forth on Schedule 2.1(i); and  (j)all goodwill Relating to the
Business.  2.2Excluded Assets.  Notwithstanding anything to the contrary set
forth in this Agreement, Buyer shall not purchase or acquire any assets,
properties or rights of any Seller Party other than the Purchased Assets, and
the Purchased Assets do not include the following assets, properties and rights
of any Seller Party (collectively, the Excluded Assets):  (a)any cash, cash equivalents
(other than accounts receivable) or marketable securities and all rights to any
bank accounts;  (b)any Permit that by its terms
is not transferable to Buyer;  (c)the charter documents,
minute books, stock ledgers, Tax Returns, books of account and other
constituent records relating to the corporate organization of any Seller Party;  (d)the rights that accrue to
the Seller Parties under this Agreement;  (e)any equity interests in any
Person;  (f)all Employee Benefit Plans
and Employee Benefit Plans assets and all ownership and other rights with
respect to the Seller Benefit Plans;  7


(g)the Contracts listed on Schedule
2.2(g) and all rights and obligations arising thereunder; and  (h)those assets, properties and
rights set forth on Schedule 2.2(h).  2.3Non-Assignable Contracts.  To the extent that third party consents
relating to the assignment or transfer to Buyer of any Purchased Agreements
have not been obtained by the Seller Parties as of the Closing, the Seller
Parties shall, during the remaining term of such Purchased Agreements (the Non-Assignable
Contracts), use all commercially available efforts to (a) obtain the
consent of the applicable third party or parties thereto, (b) make the benefit
of such Non-Assignable Contracts available to Buyer, and (c) enforce at the
request of Buyer and at the expense and for the account of Buyer, any rights of
the applicable Seller Party arising from such Non-Assignable Contracts against
the other party or parties thereto (including the right to elect to terminate
any such Non-Assignable Contract in accordance with the terms thereof).  No Seller Party will take any action or
suffer any omission that would limit or restrict or terminate in any material
respect the benefits to Buyer of such Non-Assignable Contracts unless, in good
faith and after consultation with and prior written notice to Buyer, such
Seller Party is ordered orally or in writing to do so by a Governmental Entity
of competent jurisdiction or such Seller Party is otherwise required to do so
by law; provided that if any such order is appealable, such Seller Party will
take such actions as are requested by Buyer to file and pursue such appeal and
to obtain a stay of such order.  With
respect to any Non-Assignable Contract as to which the necessary approval or
consent for the assignment or transfer to Buyer is obtained following the
Closing, the applicable Seller Party shall transfer such Non-Assignable
Contract to Buyer, for no additional consideration, by execution and delivery
of an instrument of conveyance reasonably satisfactory to Buyer and such Seller
Party within three Business Days following receipt of such approval or consent.  2.4Assumption of Certain
Liabilities.  Buyer shall
only assume and agree to pay, discharge or perform, as appropriate, the
following liabilities and obligations of the Seller Parties existing as of the
Closing and arising out of the conduct of the Business prior to or as of the
Closing (collectively, the Assumed Liabilities):  (a)liabilities and obligations
that arise under the Purchased Agreements listed on Schedule 2.1(e), to
the extent (i) such liabilities and obligations Relate to the Business, (ii)
such Purchased Agreements are assigned to Buyer (or Buyer is provided the
benefits thereof), (iii) such liabilities and obligations arise and are first
required to be performed after the Closing, and (iv) such liabilities and
obligations are not Retained Liabilities under Section 2.5(a);  (b)liabilities for accounts
payable to the extent such liabilities (i) Relate to the Business, (ii) were
incurred in the Ordinary Course, (iii) are not yet due and payable as of the
Closing Date, and (iv) are not Retained Liabilities under Section 2.5(a);  (c)accrued liabilities to the
extent such liabilities (i) Relate to the Business, and (ii) were accrued in
the Ordinary Course, and (iv) are not Retained Liabilities under Section
2.5(a); or  8


(d)liabilities for accrued
vacation days with respect to Business Employees hired and employed by Buyer.  2.5Liabilities Not Assumed.  (a)With the exception of the
Assumed Liabilities, Buyer shall not, by the execution and performance of this
Agreement, or otherwise, assume or otherwise be responsible for any liability
or obligation of any Seller Party of any nature, or claims of such liability or
obligation, matured or unmatured, liquidated or unliquidated, fixed or
contingent, or known or unknown, whether arising out of occurrences prior to,
at or after the date hereof, including, without limitation, any liability or
obligation of any Seller Party:  (i)for any indebtedness for
borrowed money, including any interest or penalties accrued thereon;  (ii)for any Taxes incurred by
any Seller Party or any Taxes arising as a result of any Seller Partys
operation of the Business or ownership of the Purchased Assets prior to the
Closing Date or for any Transfer Taxes;  (iii)relating to or resulting
from a violation of any Applicable Law that occurs or exists prior to the
Closing Date or a violation of any Applicable Law by any Seller Party at any time;  (iv)to any former or current
member, director, consultant, employee, or Affiliate of any Seller Party,
including, without limitation, the payment of all wages, benefits, bonuses,
overtime, paid time off, sick and personal days, severance pay, if any, and all
other amounts legally owing to such Persons through the Closing Date, together
with all amounts due for payroll, employment and other taxes in respect
thereto, other than liabilities assumed by Buyer under Section 2.4(d);  (v)relating to, resulting from
or arising out of any former operation of any Seller Party that has been
discontinued or disposed of prior to the Closing;  (vi)relating to any Excluded
Asset;  (vii)relating to any product
manufactured, sold or distributed on or prior to the Closing Date (including
liabilities arising out of or related to any product liability claim or product
recall);  (viii)relating to, resulting from
or arising under any Seller Benefit Plan or otherwise relating to any current
or former employee of any Seller Party or dependent thereof, including, without
limitation, severance, retention or termination payments, any pension,
retirement or deferred compensation obligations or any group health plan
continuation coverage obligations arising under Part 6 of Title I of ERISA or
other similar state law prior to, on or after the Closing, including any such
obligations that arise after the termination of any Seller Partys group health
plans (whether or not triggered by the transactions contemplated by this
Agreement) or any Benefit Plan Controlled Group Liability;  9


(ix)relating to or resulting
from any conditions or circumstances, whether known or unknown, existing or
having occurred, at any location owned, leased or operated by any Seller Party
or its respective predecessors on or prior to the Closing Date where such
conditions or circumstances are in violation of, or require remediation,
investigation or payment of costs or damages pursuant to, any Environmental Health
and Safety Law or common law; claims of third parties (including any
Governmental Authority) arising from conditions or circumstances, whether known
or unknown, existing or having occurred at any real property formerly owned,
leased or operated by any Seller Party or its respective predecessors that are
in violation of, or require remediation, investigation or payment of costs or
damages pursuant to, any Environmental Health and Safety Law or common law; and
any conditions, whether known or unknown, related to Hazardous Materials or
other contaminants, wherever located, that were used, generated, transported,
stored, treated, released or otherwise handled by any Seller Party or its
respective predecessors or by any other Person for whose conduct the Seller
Parties or any of their respective predecessors are or may be held responsible
at any time on or before the Closing Date;  (x)incurred in connection with
the negotiation, preparation and execution of this Agreement and the
transactions contemplated hereby and any fees and expenses of counsel,
accountants, brokers, financial advisors or other experts of such Seller Party
or any member of such Seller Party, if applicable; or  (xi)any intercompany obligations
between any Seller Party, on the one hand, and any other Seller Party or
Affiliate of any Seller Party, on the other hand.  (All such
liabilities and obligations, or claims of such liabilities or obligations, are
referred to herein collectively as the Retained Liabilities.)  (b)The Seller Parties shall pay
or otherwise satisfy in full, promptly when due, all Retained Liabilities.  ARTICLE III. PURCHASE PRICE;
ADJUSTMENTS; ALLOCATIONS  3.1Consideration.  Upon the terms and subject to the conditions
set forth in this Agreement, in consideration for the sale by the Seller
Parties to Buyer of the Purchased Assets and the representations, warranties
and covenants made by the Seller Parties to Buyer, at the Closing:  (a)Buyer shall assume or caused
to be paid at the Closing the Assumed Liabilities; and  (b)Buyer shall pay to the
Seller Parties an amount equal to $13,000,000 (the Purchase Price).  The Purchase Price shall be paid by Buyer to
the Seller Parties by wire transfer of immediately available funds to an
account designated by the Seller Parties.  10


3.2Purchase Price Adjustment.  (a)As promptly as practicable
after Closing, but in no event later than 60 
days following the Closing Date, Buyer shall deliver to the Seller
Parties a statement (the Closing Statement) setting forth a
calculation, with supporting detail, of the Net Working Capital and the
Purchase Price, together with Buyers determination of the Closing Date Balance
Sheet.  Buyer and its accountants shall
be permitted to discuss with the Seller Parties and their accountants the
proposed Closing Date Balance Sheet and Closing Statement, and shall have
access upon reasonable notice at all reasonable times during normal business
hours to the work papers and supporting records of the Seller Parties.  If the Seller Parties have any objections to
the Closing Statement or Closing Date Balance Sheet as prepared by Buyer, the
Seller Parties must, within 20 days after the Seller Parties receipt thereof,
give written notice (the Notice) to Buyer specifying in reasonable
detail such objections.  During such
20-day period after the Seller Parties receipt of the Closing Statement, the
Seller Parties and their accountants shall be permitted to discuss with Buyer
and its accountants the proposed Closing Date Balance Sheet and Closing
Statement, and shall have access upon reasonable notice at all reasonable times
during normal business hours to the work papers and supporting records of
Buyer.  If the Seller Parties do not
deliver the Notice within such 20-day period, Buyers determination of the
amounts set forth on the Closing Statement and the Closing Date Balance Sheet
shall be final, binding and conclusive on the Seller Parties and Buyer.  With respect to any disputed amounts, the
Seller Parties and Buyer shall negotiate in good faith during the 30-day period
(the Resolution Period) after the date of Buyers receipt of the
Notice to resolve any such disputes.  (b)If the Seller Parties and
Buyer are unable to resolve all such disputes within the Resolution Period,
then, within five Business Days after the expiration of the Resolution Period,
all disputes shall be submitted to a nationally recognized, independent public
accounting firm selected by mutual agreement of the Seller Parties and Buyer
(or if they cannot agree, selected by mutual agreement of the independent
public accounting firms regularly used by the Seller Parties and Buyer in the
conduct of their respective businesses); provided, however, that in no event
shall any such dispute be submitted to Ernst & Young LLP or
PricewaterhouseCoopers LLP (the Accountant), who shall be engaged to
provide a final and conclusive resolution of all unresolved disputes within 60
Business Days after such engagement.  In
selecting such firm as may be selected in accordance with the foregoing
sentence as the Accountant for purposes of this Agreement, the parties hereby
waive any conflict or potential conflict arising from any services performed by
such firm for the Seller Parties, Buyer or any of their respective
affiliates.  The Accountant shall act as
an arbitrator to determine only those issues that remain in dispute and such
determination shall be based solely on a review of the factual materials
presented by the Seller Parties and Buyer. 
The Accountant shall have no authority to determine that any such disputed
amount is outside the applicable range presented by Buyer in its Closing
Statement and the Seller Parties in its Notice. 
The Seller Parties and Buyer shall make their presentations within 30
days after the dispute is submitted to the Accountant.  The Accountants determination shall be made
within 30 days of such presentations, shall be set forth in a written statement
delivered to the Seller Parties and Buyer and shall be final, binding and
conclusive on the parties.  The fees and
expenses of the Accountant shall be allocated by the Accountant between the
Seller Parties, on the one hand, and Buyer, on the other hand, based on the
aggregate percentage that the portions of the contested amounts not awarded to
each party  11


bear to the aggregate amounts contested by such
party, and each party shall bear its own other expenses in connection
therewith, including its attorneys and accountants fees.  (c)Upon the final determination
pursuant to Section 3.2(a) of the actual Closing Date Balance Sheet
(the Final Closing Date Balance Sheet) and the actual Net Working
Capital (the Actual Net Working Capital Amount), if the Actual Net
Working Capital Amount exceeds $4,500,000.00, then the Purchase Price shall be
increased by the amount of such excess and Buyer shall pay to the Seller
Parties an amount equal to such excess.  (d)Any payment required to be
made pursuant to Section 3.2(c) shall be made by the Seller Parties
or Buyer, as the case may be, within three Business Days after final
determination of the Actual Net Working Capital Amount, by wire transfer of
immediately available funds to a bank account designated by the other Party.  3.3Purchase Price Allocation.  The Parties hereby agree that the Purchase
Price shall be allocated for purposes of this Agreement and for federal, state,
local and foreign Tax purposes as set forth on Schedule 3.3.  The Parties shall file all federal, state,
local and foreign Tax Returns, including Internal Revenue Form 8594, in
accordance with the allocation set forth on Schedule 3.3.  ARTICLE IV. REPRESENTATIONS
AND WARRANTIES
OF THE SELLER PARTIES  The
Seller Parties jointly and severally represent and warrant to Buyer as follows:  4.1Organization.  Each Seller Party is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it was formed and has all requisite power and authority
to own, lease and operate its properties and to carry on its business as now
being conducted.  Seller is duly
qualified or registered to transact business under the Applicable Law of each
jurisdiction where the character of its activities or the location of the
properties owned or leased by it requires such qualification or registration,
which jurisdictions are listed on Schedule 4.1.  Seller has no subsidiaries, nor does Seller
hold any direct or indirect beneficial interest in any other Person.  Parent owns 100% of the issued and
outstanding capital stock of Seller.  4.2Authorization.  Each Seller Party has full corporate power and
authority to execute and deliver this Agreement and any Seller Ancillary
Document to which it is a party and to perform its obligations under this
Agreement and the Seller Ancillary Documents and to consummate the transactions
contemplated hereby and thereby.  The
execution and delivery of this Agreement and the Seller Ancillary Documents to
which a Seller Party is a party by such Seller Party, the performance by each
Seller Party of its obligations hereunder and thereunder and the consummation
of the transactions provided for herein and therein have been duly and validly
authorized by all necessary corporate action on the part of each Seller
Party.  This Agreement has been, and the
applicable Seller Ancillary Documents will be as of the Closing, duly executed
and delivered by each Seller Party and do (and will) constitute the valid and
binding agreements of each Seller Party, enforceable against it in accordance
with their respective terms.  12


4.3Absence of Restrictions and
Conflicts.  Except as
set forth on Schedule 4.3, the execution, delivery and performance of
this Agreement and the Seller Ancillary Documents, the consummation of the
transactions provided for herein and therein and the fulfillment of and
compliance with the terms and conditions hereof and thereof do not (or will
not), with the passing of time or the giving of notice or both, violate or
conflict with, constitute a breach of or default under, result in the loss of
any benefit under, permit the acceleration of any obligation under or create in
any party the right to terminate, modify or cancel (a) any term or
provision of the charter documents of any Seller Party, (b) any Purchased
Agreement, or any other Contract applicable to any Seller Party, the Business
or the Purchased Assets, (c) any judgment, decree or order of any
Governmental Entity to which any Seller Party is a party or by which any Seller
Party or the Purchased Assets is bound, or (d) any Permit or Applicable
Law applicable to any Seller Party or the Purchased Assets.  No consent, approval, order or authorization
of, or registration, declaration or filing with, any Governmental Entity is required
with respect to any Seller Party in connection with the execution, delivery or
performance of this Agreement and the Seller Ancillary Documents or the
consummation of the transactions provided for herein and therein.  4.4Financial Statements.  The Seller Parties have furnished to Buyer (a) an
unaudited balance sheet, statement of income and retained earnings and
statement of cash flows of the Business as of and for each of the fiscal years
ended on August 31, 2009, 2008 and 2007 and (b) the unaudited balance
sheet, statement of income and retained earnings and statement of cash flows of
the Business as of and for the seven-month period ended on May 31, 2010
(collectively, the Financial Statements).  The Financial Statements (i) have been
prepared from and are in accordance with the books and records of the Seller
Parties, (ii) have been prepared in conformity with GAAP and, to the
extent not inconsistent with GAAP, pursuant to the standard accounting
procedures of the Seller Parties, consistently applied, which the Seller
Parties have made available to Buyer, (iii) are true, correct and
complete, and (iv) fairly present the financial condition of the Business
as of the dates stated and the related results of its operations and changes in
cash flows for the years or the seven-month period, as applicable, then ended.  4.5Undisclosed Liabilities.  Except (a) as and to the extent
disclosed or reserved against the most recent balance sheet included in the
Financial Statements (the Most Recent Balance Sheet), (b) as
incurred after the date of the Most Recent Balance Sheet in the Ordinary Course
and that in any event are not material, or (c) as set forth in Schedule
4.5, no Seller Party has any liabilities or obligations Relating to the
Business of any nature, absolute, accrued, contingent or otherwise and whether
due or to become due.  4.6Absence of Certain Changes.  Since August 31, 2009, and except as set
forth in Schedule 4.6, the Seller Parties have operated the Business
only in the Ordinary Course and there has not been any event, occurrence, development
or state of circumstances or facts which, individually or in the aggregate, has
had or could reasonably be expected to have a Material Adverse Effect.  Without limiting the generality of the
foregoing, since August 31, 2009, in connection with the Business:  (a)there has not been any
damage, destruction, loss or casualty to property or assets used in the
Business with a value in excess of $20,000, whether or not covered by
insurance.  13


(b)no Seller Party has sold,
leased, transferred or assigned any assets used or held for use in the Business
(other than sales of Inventory in the Ordinary Course);  (c)no Seller Party has entered
into any Contract Related to the Business outside the Ordinary Course;  (d)no Person (including the
Seller Parties) has accelerated, terminated, modified or cancelled any Contract
that is or would otherwise be a Purchased Agreement;  (e)no Seller Party has imposed
any Lien on any Purchased Asset;  (f)no Seller Party has made any
investment in or loan to any other Person;  (g)no Seller Party has delayed
or postponed the payment of any account payable or other liabilities;  (h)there has not been any other
occurrence, event or circumstance outside the Ordinary Course; and  (i)no Seller Party has entered
into any Contract with respect to or committed to engage in any of the
foregoing.  4.7Legal Proceedings.  Except as set forth in Schedule 4.7,
there is no suit, claim, action, proceeding or investigation (an Action)
pending or, to the Knowledge of the Seller Parties, threatened against any
Seller Party or any of its respective officers or directors Relating to the
Business or relating to or affecting the Purchased Assets.  No Seller Party is subject to, a party to or
bound by any outstanding order, writ, injunction, decree or award Relating to
the Business or relating to or affecting the Purchased Assets.  None of the Actions set forth on Schedule
4.7, if finally determined adversely to any Seller Party, will constitute,
individually or in the aggregate, a Material Adverse Effect.  Except as set forth Schedule 4.7,
since January 1, 2005, (a) there has not been any Action asserted, or
to the Knowledge of the Seller Parties, threatened against any Seller Party
relating to such Seller Partys relationship with past, existing or future
customers, lessees, users, purchasers or licensees of any Intellectual
Property, goods or services in Relation to the Business and (b) no Seller
Party has been subject to any outstanding order, writ, injunction or decree
relating to such Seller Partys relationship with past, existing or future
customers, lessees, users, purchasers or licensees of any Intellectual
Property, goods or services in Relation to the Business.  4.8Compliance with Law; Licenses
and Permits.  (a)Each Seller Party is (and
has been at all times during the past five years) in compliance in all material
respects with all Applicable Laws Relating to the Business or relating to or
affecting the Purchased Assets.  Except
as set forth in Schedule 4.8(a), (i) no Seller Party has been
charged with and, to the Knowledge of the Seller Parties, is not now under
investigation with respect to, a violation of any Applicable Law Relating to
the Business or relating to or affecting the Purchased Assets and
(ii) each Seller Party has filed all reports and has all Permits required
to be filed with any Governmental Entity Relating to the Business or relating
to or affecting the Purchased Assets.  14


(b)No Seller Party, nor any
director, officer, agent, employee or Person acting on behalf of any Seller
Party has at any time within the past six years, in Relation to the Business,
directly or indirectly, given or agreed to give anything of value or provide
any benefit to any official of any Governmental Entity, foreign or domestic
political party or official thereof, supplier, customer or other Person who
was, is or may be in a position to help or hinder the Business or assist in
connection with any actual or proposed transaction in order to (i) assist
the Business in obtaining or retaining business; or (ii) under
circumstances that involve a violation of any Applicable Law, including the
Foreign Corrupt Practices Act.  (c)Schedule 4.8(c)is a true
and complete list of all Permits Relating to the Business (including, without
limitation, construction and operation permits and environmental permits
relating to any Purchased Assets).  All
such Permits are valid, binding and in full force and effect.  The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby
will not adversely affect any such Permit. 
The Seller Parties have taken all necessary action to maintain each such
Permit, except where the failure to so act is not likely to have a Material
Adverse Effect.  No Seller Party is in
default and no condition exists that with notice or lapse of time or both could
constitute default under any such Permit. 
No loss, revocation or expiration of any such Permit is threatened,
pending, or reasonably foreseeable (other than expiration upon the end of any
term for which timely renewal applications have been filed during the
applicable time period).  4.9Taxes.  (a)Seller has prepared and
timely filed all Tax Returns that it was required to file (taking into account
any extension of time to file).  Seller
has timely paid all Taxes that it owes. 
Seller is not a party to or bound by any, and there are no, closing
agreements, Tax sharing agreements, Tax Return extensions or waivers,
extensions of statutes of limitations and rulings or similar agreements with
any Tax authority or other party involving Taxes due by Seller that could
reasonably be expected to impact the Business or the Purchased Assets.  (b)Seller has withheld and paid
all Taxes required to have been withheld and paid in connection with any
amounts paid or owing to any employee, independent contractor, creditor,
stockholder, or other third parry, and all Forms W-2 and 1099 required with
respect thereto have been properly completed and timely filed.  (c)No Seller Party and no
director or officer (or employee responsible for Tax matters) of Seller expects
any authority to assess any additional Taxes for any period for which Tax
Returns have been filed. There is no dispute or claim concerning any Tax
Liability of Seller either (i) claimed or raised by any authority in
writing or (ii) as to which any of Seller Parties and the directors and
officers (and employees responsible for Tax matters) of Seller Parties has
Knowledge based upon personal contact with any agent of such authority.  4.10Real Property.  Except as set forth on Schedule 4.10,
no Seller Party currently owns, nor has any Seller Party ever owned, any real
property in Relation to the Business during the past five years.  During the past five years, no Seller Party
has ever leased or operated any real property in Relation to the Business other
than the real property leased pursuant to the Real Property Lease (the Leased
Real Property). The Leased Real Property constitutes the only real  15


property used by any Seller Party in the conduct and
operation of the Business.  Except for
Seller and the fee owner of the Leased Real Property, no Person has any
contractual right to use or occupy, or is using or occupying, any portion of
the Leased Real Property.  4.11Title and Condition of
Purchased Assets.  Except as
set forth in Schedule 4.11, the Seller Parties own and have, and will
convey at Closing, good and marketable title to all of the Purchased Assets,
free and clear of any Liens except for Permitted Liens.  The Purchased Assets are (a) in good
operating condition and in a state of good maintenance and repair, ordinary
wear and tear excepted, (b) are usable in the regular and Ordinary Course,
(c) constitute all of the assets and property now used in or necessary for
the conduct of the Business as presently conducted by the Seller Parties and
their Affiliates, and (d) conform to all Applicable Law.  No Person other than the Seller Parties owns
any equipment, computer hardware, machinery, vehicles or other tangible
personal property or assets situated on the Leased Real Property, except for
such assets that are leased by the Seller Parties and disclosed on Schedule
4.11.  4.12Material Agreements.  (a)Schedule 4.12(a)sets
forth a true, correct and complete list of all Contracts to which any Seller
Party or any Affiliate of any Seller Party is a party that Relate to the
Business or relate to the Purchased Assets and that fall within any of the
following categories:  (i)all leases (as lessor or
lessee) of any personal or mixed, tangible or intangible, property or assets
(but excluding any real property leases) involving an annual commitment or payment
of more than $20,000 individually;  (ii)any Contract that, after the
Closing, would have the effect of limiting the freedom of Buyer to compete in
any line of business in any geographic area or to hire any individual or group
of individuals, including any Contracts with distributors granting any
exclusive rights;  (iii)joint venture, partnership,
operating and similar Contracts;  (iv)all franchising (as
franchisor or franchisee) Contracts;  (v)any Contract for capital
expenditures or the acquisition or construction of fixed assets requiring the
payment by any Seller Party of an amount in excess of $20,000;  (vi)any Contract that provides
for an increased payment or benefit, or accelerated vesting of rights, upon the
execution of this Agreement or in connection with the transactions contemplated
hereby;  (vii)any Contract granting any
Person a Lien on all or any part of any of the Purchased Assets;  (viii)any Contract regarding the
cleanup, abatement or other actions in connection with, or indemnification with
respect to, any Hazardous Materials, the  16


remediation of any existing
environmental condition or relating to the performance of any environmental
audit or study;  (ix)any Contract granting to any
Person an option or a first refusal, first offer or similar preferential right
to purchase or acquire any assets;  (x)any Contract that is a fixed
price or other risk sharing agreement for an amount greater than $20,000 with a
customer not cancelable by any Seller Party (without premium or penalty) upon
no more than 30 days notice;  (xi)any Contract with any agent,
distributor or representative;  (xii)any Contract for the
granting or receiving of a license or sublicense or under which any Person is
obligated to pay or has the right to receive a royalty, license fee or similar
payment;  (xiii)any Contract providing for
the indemnification or holding harmless of any officer, director, employee or
any other Person;  (xiv)any Contract providing for earn-outs
or other contingent payments;  (xv)any Contract with or for the
benefit of any Affiliate of any Seller Party;  (xvi)any Contract that contains
minimum purchase conditions or requirements or other terms that restrict or
limit the purchasing relationships of any Seller Party or any customer,
licensee or lessee thereof; and  (xvii)any Contract with any
customer for the provision of goods or services by any Seller Party involving
payments of more than $100,000 over its term.  (b)Each Purchased Agreement is
legal, valid, binding and enforceable in accordance with its respective terms
with respect to the applicable Seller Party and, to the Knowledge of the Seller
Parties, each other party thereto.  There
are no existing material defaults or breaches of any Seller Party under any
Purchased Agreement (or events or conditions which, with notice or lapse of
time or both would constitute a default or breach) and, to the Knowledge of the
Seller Parties, there are no existing material defaults or breaches (or events
or conditions which, with any notice or lapse of time or both, would constitute
a default or breach) with respect to any other party to any such Purchased
Agreement.  4.13Intellectual Property;
Software.  (a)Set forth on Schedule 2.1(d) is
a true and correct list of all patents, internet domain names, URL addresses,
registered trademarks, registered copyrights and all applications therefor that
are owned by any Seller Party in Relation to the Business and all unregistered
trademarks and copyrights and Intellectual Property, including, without
limitation, any trade names or logos, that are material to the Business that
are owned by any Seller Party.  17


(b)Except as set forth in Schedule
4.13(b): (i) the applicable Seller Party owns the entire right, title
and interest in and to, and has the right to use, free and clear of any Liens,
the Purchased Intellectual Property that is not owned by a third party and
licensed to Seller (the Owned Intellectual Property); and such Seller
Party has the exclusive right to bring Actions for the infringement thereof; (ii) all
of the patents, trademark registrations, service mark registrations, trade name
registrations, domain name registrations, design right registrations and
copyright registrations included in the Owned Intellectual Property are valid; (iii) no
Person has asserted in writing that, with respect to the Owned Intellectual
Property, any Seller Party or a licensee of any Seller Party is infringing or
has infringed any domestic or foreign patent, trademark, service mark,
tradename, copyright, domain name right or design right, or has misappropriated
or improperly used or disclosed any Trade Secret, Confidential Information or
know-how; (iv) the Owned Intellectual Property, and its use or operation,
does not infringe, and has not infringed, on any Intellectual Property of any
Person, and has not involved the misappropriation or improper use or disclosure
of any Trade Secrets, Confidential Information or know-how of any Person; (v) all
working requirements and all fees, annuities and other payments that are due on
or before the Closing Date for any of the Owned Intellectual Property,
including, without limitation, all foreign or domestic patents, patent applications,
trademark registrations, service mark registrations, tradename registrations,
domain name registrations, copyright registrations and any applications for any
of the preceding, have been met or paid; (vi) the making, using,
presenting, selling, manufacturing, marketing, licensing, reproduction,
distribution or publishing of any process, service, machine, manufacture,
article, composition of matter or material pursuant to any part of the Owned
Intellectual Property does not infringe any domestic or foreign patent,
trademark, service mark, tradename, copyright or other Intellectual Property
right; (vii) the Owned Intellectual Property is not the subject of any
pending Action; and (viii) to the Knowledge of the Seller Parties, no
Person is infringing on any of Intellectual Property rights of any Seller Party
related to or included in the Purchased Assets.  (c)The Seller Parties have
taken reasonable and appropriate measures to safeguard and maintain (i) the
secrecy and confidentiality of all Trade Secrets contained in the Purchased
Intellectual Property; (ii) all copyrights, inventions and patents
contained in the Purchased Intellectual Property; and (iii) all
trademarks, service marks, domain names and trade names contained in the
Purchased Intellectual Property.  (d)Schedule 4.13(d)sets
forth a true and complete list of: (i) all software Relating to the
Business that is owned by any Seller Party (the Seller Proprietary Software);
(ii) all software other than Seller Proprietary Software used by any
Seller Party in Relation to the Business other than off-the-shelf software
(the Seller Licensed Software and, together with the Seller
Proprietary Software, the Seller Software); and (iii) all
technical and restricted materials in any Seller Partys possession relating to
the acquisition, design, development, use or maintenance of computer code
program documentation and materials used in Relation to the Business.  (e)The applicable Seller Party
has all right, title and interest in and to all intellectual property rights in
the Seller Proprietary Software free and clear of all Liens except for
Permitted Liens.  The use of the Seller
Software does not breach any terms of any license or other agreement between any
Seller Party and any other Person.  The
Seller Parties are in compliance with the terms and conditions of all license
agreements in favor of the Seller Parties  18


relating to the Seller Licensed Software.  The Seller Proprietary Software was: (i) developed
by employees of the Seller Parties working within the scope of their employment
at the time of such development; (ii) developed by agents, consultants,
contractors or others who have executed appropriate instruments of assignment
in favor of the Seller Parties as assignee that have conveyed to the Seller
Parties ownership of its Intellectual Property rights in the Seller Proprietary
Software; or (iii) acquired by the Seller Parties.  No Seller Party has received notice from any
other Person claiming any right, title or interest in the Seller Proprietary
Software.  No Seller Party has granted
rights in the Seller Proprietary Software to any Person.  4.14Customer and Supplier
Relations.  (a)Schedule 4.14(a)sets
forth a list of each supplier of goods or services to the Business to whom any
Seller Party paid in the aggregate more than $50,000 during the 12-month period
ended April 30, 2010 (each, a Major Supplier), together with the
amount paid during such period.  No
Seller Party is engaged in any material dispute with any Major Supplier and, to
the Knowledge of the Seller Parties, no Major Supplier intends to terminate,
limit or reduce its business relations with the Business.  No Seller Party has reason to believe that
the consummation of the transactions contemplated by this Agreement will have
an adverse effect on the business relationship of the Business with any Major
Supplier.  Except as set forth in Schedule
4.14(a), no Affiliate of any Seller Party and, to the Knowledge of the
Seller Parties, none of the officers, directors or employees of any Seller
Party has any financial interest in any supplier of the Business.  (b)Schedule 4.14(b)sets
forth a list of each customer of the Business that accounted for net revenue to
the Business in the aggregate of more than $50,000 during the 12-month period
ended April 30, 2010 (each a Major Customer), together with the
amount of net revenue produced during such period.  No Seller Party is engaged in any material
dispute with any Major Customer and, to the Knowledge of the Seller Parties
(provided that for purposes of this Section 4.14(b) the Seller
Parties shall not be deemed to have Knowledge of any discussions, information
or developments that occur or are first disclosed during, or arise out of, the
customer visits contemplated by Section 7.5(f)), no Major Customer intends
to terminate, limit or reduce its business relations with the Business.  No Seller Party has Knowledge (provided that
for purposes of this Section 4.14(b) the Seller Parties shall not be
deemed to have Knowledge of any discussions, information or developments that
occur or are first disclosed during the customer visits contemplated by Section 7.5(f))
that the consummation of the transactions contemplated by this Agreement will have
an adverse effect on the business relationship of the Business with any Major
Customer.  Except as set forth in Schedule
4.14(b), no Affiliate of any Seller Party and, to the Knowledge of the
Seller Parties, none of the officers, directors or employees of the Seller
Parties has any financial interest in any customer of the Business.  All outstanding bids Relating to the Business
are listed on Schedule 4.14(b).  4.15Products; Warranties.  (a)Except as set forth in Schedule
4.15, no Seller Party has made any express warranties or guaranties on its
own behalf as to goods sold or services provided in Relation to the Business,
and there is no pending or, to the Knowledge of the Seller Parties, threatened
claim alleging any breach of any such warranty or guaranty.  Except as set forth in Schedule 4.15,  19


attached to which are copies of all such warranties,
no Seller Party has exposure to liability under any such warranty beyond that
which would not have a Material Adverse Effect.  (b)Each of the products
produced or sold by the Seller Parties in Relation to the Business is (each, a Business
Product), and at all times up to and including the sale thereof, has been
in conformity in all material respects to any promises or affirmations of fact
made on the container or label for such product or in connection with its
sale.  There is no design defect with
respect to any Business Products and each Business Product contains adequate
warnings, presented in a reasonably prominent manner, in accordance with
Applicable Laws and current industry practice with respect to its contents and
use.  Since January 1, 2005, (i) there
has been no Action pending, or, to the Knowledge of the Seller Parties,
threatened against any Seller Party with respect to any product liability
claim, including any claim of injury to or death of persons, damage to or
destruction of property, relating to any Business Product, and (ii) there
has been no pending or, to the Knowledge of the Seller Parties, threatened,
recall or investigation of any Business Product.  4.16Inventory; Accounts
Receivable; Accounts Payable.  (a)Except as set forth on Schedule
4.16(a), the inventories reflected on the Most Recent Balance Sheet have
been valued in accordance with GAAP. 
Physical adjustments since the date of the Most Recent Balance Sheet
have been correctly recorded in the Ordinary Course.  All inventories of the Business as of the
Closing: (i) are carried at an amount not in excess of the lower of cost
or net realizable value; (ii) do not include any inventory that is
obsolete, surplus or not usable or salable in the Ordinary Course; and (iii) such
inventories consist of items of quality and quantity that are adequate for the
conduct of the Business in the Ordinary Course and inventory levels are not in
excess of normal operating requirements of the Business.  (b)Schedule 2.1(f)contains
a list of the accounts receivable Relating to the Business as of the date of
the Most Recent Balance Sheet, showing the amount of each such receivable and
an aging of amounts due thereunder, which schedule is true and complete as of
that date.  To the Knowledge of the
Seller Parties, the debtors to which such receivables relate are not in or
subject to a bankruptcy or insolvency proceeding, and none of the receivables
have been made subject to an assignment for the benefit of creditors.  Except as set forth in Schedule 4.16(b),
all accounts receivable reflected on the Most Recent Balance Sheet are current,
and there are no disputes regarding the collectibility of any such
receivables.  All such accounts
receivable outstanding as of the Closing will be collected in full (subject
only to the allowance for doubtful accounts set forth in the Most Recent
Balance Sheet) within 90 days of the Closing Date.  (c)The accounts payable of the
Business as of the Closing Date and those reflected on the Most Recent Balance
Sheet, in each case, to the extent included as Assumed Liabilities hereunder,
are not Delinquent Payables and arose from bona fide transactions in the
Ordinary Course.  4.17Insurance.  The Business is insured by financially sound
and reputable insurers, unaffiliated with the Seller Parties, with respect to
the Purchased Assets in such amounts and  20


against such risks as are customary, adequate and
suitable to protect the Purchased Assets. 
Such policies are described in Schedule 4.17, which Schedule
discloses (a) any and all policies covering general liability, excess
liability, product liability, auto liability, foreign liability, all-risk
property or environmental liability of the Business or the Purchased Assets and
(b) for each such policy the risks insured against, insurer name, policy
number, policy dates, occurrence and aggregate coverage limits, retentions and deductible
amounts, premium, broker name and whether the terms of such policy provide for
retrospective premium adjustments.  Seller is the insured or named
insured under each such policy.  All such
policies are in full force and effect in accordance with their terms, no
notice of cancellation has been received and there is no existing default or
event that, with the giving of notice or lapse of time or both, would
constitute a default thereunder.  Schedule
4.17 also contains a true and complete description of all outstanding bonds
and other surety arrangements issued or entered into by any Seller Party
related to the Purchased Assets.  4.18Employee Benefits.  A list of the Seller Benefit Plans and any
ERISA Affiliates Employee Benefit Plans is set forth on Schedule 4.18.  None of the Seller Benefit Plans or ERISA
Affiliate Employee Benefit Plans are Multiemployer Plans or defined benefit
pension plans subject to Title IV of ERISA. 
No event has occurred and no condition exists that would subject Buyer
or the Purchased Assets, either directly or by reason of Sellers affiliation
with any affiliate, to any tax, fine, lien, penalty or other liability imposed
by the terms of any Employee Benefit Plan, ERISA, the Internal Revenue Code or
other applicable laws with respect to any Employee Benefit Plan.  4.19Employees.  (a)Schedule 4.19(a)sets
forth a complete and accurate list of all employees or independent contractors
employed by or on behalf of any Seller Party and engaged in the Business and,
for each such person, his or her position, rate of all regular and bonus or
other special compensation payable in any and all capacities, and the date on
which he or she became employed (or has been deemed by the applicable Seller
Party to have become employed) by any Seller Party.  Schedule 4.19(a) also lists any
employee of any Seller Party engaged in the Business who is not at work as of
the Closing Date due to leave of absence, disability or workers compensation
leave or military leave and specifies for each such employee the category of
leave and the date on which such leave commenced.  Except as set forth in Schedule 4.19(a),
each employee of any Seller Party engaged in the Business can be dismissed
immediately and without notice to the employee or liability to such person,
other than any accrued benefits, vacation time and salary or wages.  (b)No Seller Party is
delinquent in payments to any of its employees or independent contractors
engaged in the Business for any wages, salaries, commissions, bonuses or other
compensation or benefits for any services performed for any Seller Party or for
amounts required to be reimbursed to such employees or contractors.  The Seller Parties are in compliance with all
Applicable Laws and Contracts respecting labor, employment, fair employment
practices, terms and conditions or employment, workers compensation,
occupational safety, plant closings and wages and hours in Relation to the
Business.  The Seller Parties have duly
and timely withheld from salaries, wages and other compensation paid to
employees engaged in the  21


Business, and paid over to the appropriate
Governmental Entities, all amounts required to be so withheld and paid over
under all Applicable Laws.  4.20Labor
Matters.  No Seller Party is party to or
bound by any union contract or collective bargaining agreement or similar
contract in Relation to the Business, and no Seller Party has agreed to
recognize any union or other collective unit in Relation to the Business.  No union or collective bargaining unit has
been certified as representing any employees of any Seller Party engaged in the
Business and no organizational attempt has been made or threatened by or on
behalf of any labor union or collective bargaining unit with respect to such
employees.  No Seller Party has
experienced any labor strike, picketing, dispute, slowdown or stoppage or
any other material labor difficulty during the past five years nor are any such
actions pending or, to the Knowledge of the Seller Parties, threatened against
any Seller Party in Relation to the Business. 
Each Seller Party has complied in all material respects with all
Applicable Laws relating to the employment of labor in Relation to the
Business.  There are no pending labor
grievances, arbitration cases or pending civil rights or equal employment
opportunity charges against any Seller Party, or any settlements, consent
orders or prior decrees of any Governmental Entity requiring any continued
observance by Seller in Relation to the Business.  No Action has been filed with the National
Mediation Board or the National Labor Relations Board with respect to any
alleged unfair labor practices in Relation to the Business.  4.21Environmental Matters.  Except as set forth on Schedule 4.21:  (a)All operations of the
Business are and have been in compliance with all applicable Environmental
Health and Safety Laws, including the possession of all Permits required under
applicable Environmental Health and Safety Laws.  (b)There is no pending or
threatened Action against any Seller Party under any Environmental Health and
Safety Law in connection with the Business, and no Seller Party has received
any notice alleging that it is in violation of applicable Environmental Health
and Safety Law in connection with the Business, nor has any Governmental Entity
made any request for information with respect to any investigation or any
alleged or possible violation of any Environmental Health and Safety Law with
respect to the Business or the Purchased Assets or any real property currently
or formerly owned, leased or otherwise used or operated by any Seller Party in
connection with the Business.  (c)There has been no
unpermitted release, spill, emission, discharge, leaking, pumping, injection,
deposit, disposal, dispersal, leaching, escape or migration into the indoor or
outdoor environment (including ambient air, surface water, groundwater and
surface or subsurface strata) or into or out of any property, including the
movement of Hazardous Materials through or in the air (including indoor air),
surface water, groundwater or property (each, a Release) of Hazardous
Materials from, on or under any of the real property that is or has been
associated with ownership or operation of the Business.  There has been no disposal or Release of any
Hazardous Material on any site or facility currently or formerly owned, leased,
or otherwise used or operated by any Seller Party or its Affiliates in connection
with the Business that would reasonably be expected to result in material
liability under Environmental Health and Safety Law to any Seller Party or its
Affiliates.  No Seller Party has stored,
disposed of, arranged for or permitted the disposal of, transported, handled or
released any Hazardous Materials in  22


connection with the Business, or owned, leased or
otherwise used or operated any facility or property in connection with the
Business in a fashion not otherwise in compliance with applicable Environmental
Health and Safety Law.  (d)There is and has been no
asbestos, silica, refractory ceramic fibers, polychlorinated biphenyls (PCBs)
or other substance that is alleged to be harmful to human health present at any
location at which the operations of the Business are or have been conducted, in
any of the Purchased Assets or used in the Business.  No products that are or have been
manufactured, distributed, sold or marketed by any Seller Party or its predecessors
in connection with the Business include any asbestos or any components that
contain asbestos or any other substance that could be hazardous to human
health, and no Seller Party has received any written notice of any Action
relating to exposure to asbestos or asbestos-containing materials or any other
substance that could be hazardous to human health in connection with the
Business.  (e)True, accurate and complete
copies of all written reports, audits or assessments in the possession or
control of any Seller Party relating to environmental conditions or compliance
with Environmental Health and Safety Laws at, in, on, under or about any
current or former real property owned, leased, or otherwise used or operated by
any Seller Party in connection with the Business have been provided to Buyer
prior to the date hereof.  (f)In connection with the
Business, no Seller Party has: 
(i) been subject to investigation by the U.S. Department of Labor
or similar governmental agencies over failure to comply with the Occupational
Safety and Health Act, or any similar statutes or laws or any rules and
regulations promulgated thereunder (collectively, Safety Laws);
(ii) received or paid any fine, penalty or citation relating to or arising
out of a violation or alleged violation of any Safety Laws; or (iii) violated
any Safety Laws.  (g)No real property owned or
operated by any Seller Party in connection with the Business was operated by
any former owner or operator of such real property as a treatment, storage, or
disposal site for Hazardous Materials. 
No real property currently or formerly owned, leased, or otherwise used
or operated by any Seller Party in connection with the Business is listed or
proposed for listing on the National Priorities List (NPL)
or any similar state listing and no Hazardous Materials handled by or on behalf
of any Seller Party in connection with the Business or any real property
currently or formerly owned, leased, or otherwise used or operated by any
Seller Party in connection with the Business has come to be located at (i) any
site which is listed or proposed for listing on the NPL or any similar state
listing, or (ii) to the Knowledge of any Seller Party, any other location
that may lead to liabilities against any Seller Party or Buyer for response
costs or actions for damages to natural resources, including without
limitation, claims under CERCLA or any similar state statute.  4.22Transactions with Affiliates.  There are no liabilities or obligations of
any nature, whether known or unknown, absolute, accrued, contingent or
otherwise and whether due or to become due (arising under a Contract or
otherwise) between Seller, on the one hand, and Parent or any Affiliate of
Seller, on the other.  Neither Parent,
nor any officer, director or Affiliate of Seller has any interest in any
contract, loan, arrangement or understanding with, or relating to, Seller or
the Business or Purchased Assets. 
Neither Parent nor any such Affiliate provides any assets or services to
Seller or the Business other than services as an officer, director or
employee.  23


Seller does not provide any assets or services to
any such Affiliate.  Since January 1,
2005, all settlements and liabilities between Seller, on the one hand, and
Parent or any Affiliate of Seller, on the other, have been made in the Ordinary
Course.  4.23Books of Account; Records.  The Seller Parties general ledgers, stock
record books, minute books and other material records relating to the assets,
properties and contracts of the Business and outstanding legal obligations of
the Seller Parties in connection with the Business are, in all material
respects, complete and correct, and have been maintained in accordance with
good business practices and the matters contained therein are, to the extent
required by GAAP, appropriately and accurately reflected in the Financial
Statements.  4.24Brokers, Finders and
Investment Bankers.  Except as
set forth on Schedule 4.24, no Seller Party nor any of its respective
officers, directors, employees or Affiliates has employed any broker, finder or
investment banker or incurred any liability for any investment banking fees,
financial advisory fees, brokerage fees or finders fees in connection with the
transactions contemplated by this Agreement.  4.25Copies of Documents.  The Seller Parties have made available to
Buyer true, correct and complete copies of: (a) the charter documents,
bylaws, minute books and stock books of Seller; (b) each of the Purchased
Agreements that are in writing and included in the Purchased Assets; (c) each
trademark and service mark registration or application therefor, patent or
patent application or other item listed in the Schedules and included in the
Purchased Assets and each assignment or license with respect to any thereof; (d) the
pleadings and briefs filed in each pending Action listed in the Schedules and
any judgments, orders, injunctions, decrees, stipulations and awards listed
therein; and (e) all written Permits listed in Schedules and included in
the Purchased Assets.  ARTICLE V. REPRESENTATIONS
AND WARRANTIES
OF BUYER  Buyer
hereby represents and warrants to the Seller Parties as follows:  5.1Organization.  Buyer is a limited liability company duly
formed and validly existing under the laws of the jurisdiction set forth in the
introductory paragraph of this Agreement and has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted.  MC Test is a
corporation duly formed and validly existing under the laws of the jurisdiction
set forth in the introductory paragraph of this Agreement.  5.2Authorization.  Buyer has full power and authority to execute
and deliver this Agreement and any other certificate, agreement, document or
other instrument to be executed and delivered by it in connection with the
transactions contemplated by this Agreement (collectively, the Buyer
Ancillary Documents), to perform its obligations under this Agreement and
the Buyer Ancillary Documents and to consummate the transactions contemplated
by this Agreement and the Buyer Ancillary Documents.  The execution and delivery of this Agreement
and the Buyer Ancillary Documents by Buyer, the performance by Buyer of its
obligations under this Agreement and the Buyer Ancillary Documents, and the  24


consummation of the transactions provided for in
this Agreement and the Buyer Ancillary Documents have been duly and validly
authorized by all necessary action on the part of Buyer.  This Agreement has been and, as of the
Closing, the Buyer Ancillary Documents will be, duly executed and delivered by
Buyer and do or will, as the case may be, constitute the valid and binding
agreements of Buyer, enforceable against Buyer in accordance with their
respective terms.  MC Test has full power
and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement
by MC Test, the performance by MC Test of its obligations hereunder and the
consummation of the transactions provided for herein have been duly and validly
authorized by all necessary action on the part of MC Test.  This Agreement has been duly executed and
delivered by MC Test and does constitute the valid and binding agreements of MC
Test, enforceable against MC Test in accordance with its terms.  5.3Absence of Restrictions and
Conflicts.  The
execution, delivery and performance of this Agreement and the Buyer Ancillary Documents,
the consummation of the transactions contemplated by this Agreement and the
Buyer Ancillary Documents and the fulfillment of and compliance with the terms
and conditions of this Agreement and the Buyer Ancillary Documents do not or
will not, as the case may be, with the passing of time or the giving of notice
or both, violate or conflict with, constitute a breach of or default under,
result in the loss of any benefit under, or permit the acceleration of any
obligation under, (a) any term or provision of the organizational
documents of Buyer, (b) any material Contract to which Buyer is a party,
(c) any judgment, decree or order of any Governmental Entity to which
Buyer is a party or by which Buyer or any of its properties is bound or (d) any
Applicable Law.  5.4Key Accounts.  Neither George Moore nor Mark McReynolds has
actual knowledge, and a reasonable person in either of their positions would
not have knowledge, that (a) a Key Account is unwilling to conduct
business with Buyer or its Affiliates or (b) any such Key Account will
terminate, limit or reduce its business relations with the Business in either
case as a result of Buyer acquiring the Business.  For purposes of the foregoing sentence of
this Section 5.4, knowledge shall not include information derived from any
discussions, information or developments that occur or are first disclosed
during, or arise out of, the customer visits contemplated by Section 7.5(f).  5.5Brokers, Finders and
Investment Bankers.  Neither
Buyer, nor any its officers, directors, employees or Affiliates, has employed
any broker, finder or investment banker or incurred any liability for any
investment banking fees, financial advisory fees, brokerage fees or finders
fees in connection with the transactions contemplated by this Agreement.  ARTICLE VI. CERTAIN
COVENANTS
AND AGREEMENTS  6.1Conduct of the Business.  From the date hereof until the Closing Date,
the Seller Parties shall, except as required in connection with the
transactions contemplated by this Agreement and except as otherwise consented
to in writing by Buyer, conduct the Business in the Ordinary Course, and use
their respective best efforts to preserve intact its current business
organizations and goodwill of the Business, keep available the services of the
officers and employees of the Business, keep accounts receivable, accounts
payable and inventory of the  25


Business at normal operating levels consistent with
past practice and preserve its relationships with customers and suppliers of,
and others having business dealings with, the Business, and not enter into any
Contract, transaction or activity or make any commitment with respect to the
Business or the Purchased Assets except those in the Ordinary Course and not
otherwise prohibited under this Section 6.1.  Without limiting the generality of the
foregoing, without the prior written consent of Buyer, from the date hereof
until the Closing Date, no Seller Party shall, except as otherwise expressly
contemplated by this Agreement or as set forth on Schedule 6.1, take any
action, omit to take any action or enter into any transaction that, if the same
had occurred prior to the date hereof, would be required to be disclosed on Schedule
4.6 pursuant to Section 4.6 hereof or that would otherwise result in a
breach of any of the representations, warranties or covenants made by any
Seller Party in this Agreement.  6.2Inspection and Access to
Information.  (a)From the date of this
Agreement to the Closing Date, each Seller Party shall (i) provide Buyer
and its designees with such information as Buyer may from time to time
reasonably request with respect to the Business, the Purchased Assets and the
Assumed Liabilities and the transactions contemplated by this Agreement, (ii) provide
Buyer and its designees, officers, counsel, accountants, facilities and other
authorized representatives access during regular business hours and upon
reasonable notice to the books, records, offices, personnel, counsel,
accountants and facilities of the Business as Buyer or its designees may from
time to time reasonably request and (iii) permit Buyer and its designees
to make such inspections of the foregoing as Buyer may reasonably request.  Any investigation shall be conducted in such a
manner so as not to interfere unreasonably with the operation of the business
of the Seller Parties.  No such
investigation (or any disclosure made at any time by any Seller Party to Buyer)
shall limit or modify in any way, or act or result in a waiver of, any Seller
Partys obligations with respect to any breach of its representations,
warranties, covenants or agreements contained herein (including, without
limitation, conditions to Closing or indemnification obligations).  (b)On and after the Closing Date,
each Seller Party will afford promptly to Buyer and its agents reasonable
access to its books of account, financial and other records (including, without
limitation, accountants work papers), information, employees and auditors to
the extent necessary or useful for Buyer in connection with any audit,
investigation, dispute or litigation or any other reasonable business purpose
Relating to the Business; provided that any such access by Buyer shall not
unreasonably interfere with the conduct of the business of the Seller Parties.  6.3Notices of Certain Events.  The Seller Parties shall promptly notify
Buyer of:  (a)any notice or other
communication from any Person alleging that the consent of such Person is or
may be required in connection with the transactions contemplated by this
Agreement;  (b)any notice or other
communication from any Governmental Entity in connection with the transactions
contemplated by this Agreement; and  26


(c)any Actions commenced or, to
the Knowledge of the Seller Parties, threatened against, relating to or
involving or otherwise affecting Seller or the Business that, if pending on the
date of this Agreement, would have been required to have been disclosed
pursuant to Section 4.7 or that relate to the consummation of the
transactions contemplated by this Agreement; and the damage or destruction by
fire or other casualty of any of the Purchased Assets or part thereof or in the
event that any of the Purchased Assets or part thereof becomes the subject of
any Action or, to the Knowledge of the Seller Parties, threatened Action for
the taking thereof or any part thereof or of any right relating thereto by
condemnation, eminent domain or other similar governmental action.  6.4No Solicitation of
Transactions.   No Seller
Party nor any of its respective Affiliates will, directly or indirectly,
through any officer, director or agent of any of them or otherwise, initiate,
solicit or encourage (including by way of furnishing non-public information or
assistance), or enter into negotiations of any type, directly or indirectly, or
enter into a confidentiality agreement, letter of intent or purchase agreement,
merger agreement or other similar agreement with any Person, firm or
corporation other than Buyer with respect to a sale of any substantial portion
of the Purchased Assets (other than sales of Inventory in the Ordinary Course),
or a merger, consolidation, business combination, sale of all or any
substantial portion of the capital stock of Seller, or the liquidation or
similar extraordinary transaction with respect to Seller that may prevent or
materially delay the performance by the Seller Parties of any of their
respective obligations under this Agreement or the consummation of the transactions
contemplated hereby.  The Seller Parties
will notify Buyer orally (within one Business Day) and in writing (as promptly
as practicable) of all relevant terms of any proposals by a third party to do
any of the foregoing that any Seller Party or any of its respective Affiliates
or any of their respective officers, directors, partners, employees, investment
bankers, financial advisors, attorneys, accountants or other representatives
may receive relating to any of such matters and, if such proposal is in
writing, such Seller Party will deliver to Buyer a copy of such inquiry or
proposal.  6.5Reasonable Efforts; Further
Assurances; Cooperation. 
Subject to the other provisions of this Agreement, the Parties will each
use their reasonable, good faith efforts to perform their obligations in this
Agreement and to take, or cause to be taken, and do, or cause to be done, all
things necessary, proper or advisable under Applicable Law to obtain all
regulatory approvals and to satisfy all conditions to their respective
obligations under this Agreement and to cause the transactions contemplated in
this Agreement to be effected, in accordance with the terms of this Agreement
and will cooperate fully with each other and their respective officers,
directors, employees, agents, counsel, accountants and other designees in
connection with any steps required to be taken as a part of their respective
obligations under this Agreement, including, without limitation:  (a)In the event any Action or
other proceeding by any Governmental Entity or other Person is commenced that
questions the validity or legality of the transactions contemplated by this
Agreement or seeks damages in connection therewith, the Parties agree to
cooperate and use all reasonable efforts to defend against such Action or other
proceeding and, if an injunction or other order is issued in any such Action or
other proceeding, to use all reasonable efforts to have such injunction or
other order lifted and to cooperate reasonably  27


regarding any other impediment to the consummation
of the transactions contemplated by this Agreement.  (b)The Seller Parties will give
any notices to third parties and use their best efforts (in consultation with
Buyer) to obtain any third party consents (i) necessary, proper or
advisable to consummate the transactions contemplated by this Agreement, (ii) disclosed
or required to be disclosed in the Schedules to this Agreement, including,
without limitation, the consents described in Schedule 4.3, (iii) required
to avoid a breach of or default under any Purchased Agreements in connection
with the consummation of the transactions contemplated by this Agreement or (iv) required
to prevent a Material Adverse Effect.  (c)Each Party will give prompt
notice to the other Party of (i) the occurrence, or failure to occur, of
any event which occurrence or failure would be likely to cause any
representation or warranty of any Seller Party or Buyer, as the case may be,
contained in this Agreement to be untrue or inaccurate at any time from the
date hereof to the Closing Date or that will or may result in the failure to
satisfy any of the conditions specified in Article VII of this Agreement
and (ii) any failure of any Seller Party or Buyer, as the case may be, to
comply with or satisfy any covenant, condition or agreement to be complied with
or satisfied by any of them under this Agreement.  6.6Public Announcements.  Subject to their respective legal
obligations, the Parties shall consult with each other regarding the timing and
content of all announcements regarding any aspect of this Agreement or the
transactions contemplated hereby to the financial community, government
agencies, employees, customers or the general public and shall use reasonable
efforts to agree upon the text of any such announcement prior to its release.  6.7Risk of Loss.  The risk of loss with respect to the
Purchased Assets shall remain with Seller until the Closing.  Until the Closing, the Seller Parties shall
maintain in force all the policies of property damage insurance under which any
of the Purchased Assets is insured.  If
before the Closing any of the Purchased Assets is lost, damaged or destroyed
and the loss, damage or destruction would likely result in a Material Adverse
Effect, then:  (a)Buyer may terminate this
Agreement in accordance with the provisions of Section 8.1; or  (b)Buyer may require the Seller
Parties to assign to Buyer the proceeds of any insurance payable as a result of
the occurrence of such loss, damage or destruction and to reduce the Purchase
Price by the amount of the replacement cost of the Purchased Assets that were
lost, damaged or destroyed less the amount of any proceeds of insurance payable
as a result of the occurrence.  6.8Tax Cooperation; Allocation
of Taxes.  (a)The Parties agree to furnish
or cause to be furnished to each other, upon request, as promptly as
practicable, such information and assistance Relating to the Business and
relating to the Purchased Assets (including, without limitation, access to
books and records) as is reasonably necessary for the filing of all Tax Returns
Related to the Business, the making of any election relating to Taxes Related
to the Business, the preparation for any audit by any Taxing  28


authority and the prosecution or defense of any
claim, suit or proceeding relating to any Tax Related to the Business.  (b)All excise, sales, use,
value added, registration, stamp, recording, documentary, conveyancing,
franchise, property, transfer, gains and similar Taxes, levies, charges and
fees (collectively, Transfer Taxes) incurred in connection with the
transactions contemplated by this Agreement shall be borne by Seller.  Buyer and Seller shall cooperate in providing
each other with any appropriate resale exemption certifications and other
similar documentation.  The Party that is
required by Applicable Law to make the filings, reports or returns with respect
to any applicable Transfer Taxes shall do so, and the other Party shall
cooperate with respect thereto as necessary.  6.9Restrictive Covenants.  (a)Trade Secrets and
Confidential Information.  The
Seller Parties and their Affiliates shall hold in confidence at all times after
the Closing Date all Trade Secrets of the Business, and shall not disclose,
publish or make use of such Trade Secrets at any time after the Closing Date
without the prior written consent of Buyer. 
Nothing in this Agreement shall diminish the rights of Buyer regarding
the protection of such Trade Secrets and other intellectual property pursuant
to Applicable Law.  From and after the
Closing, the Seller Parties and their Affiliates shall hold in confidence all
Confidential Information and not disclose, publish or make use of Confidential
Information without the prior written consent of Buyer.  (b)Non-competition; Non-solicitation and Non-disparagement.The Seller Parties acknowledge that to protect
adequately the interest of Buyer in the Purchased Assets, it is essential that
any noncompete covenant with respect thereto cover Seller Parties and their
Affiliates with respect to the Business or any other business that competes
with the Business conducted anywhere in the world (collectively, Competitive
Activities).  In consideration of
the foregoing, and of the Purchase Price payable by Buyer pursuant to Article II,
the Seller Parties and their Affiliates shall not, during the five-year period
beginning as of the Closing Date:  (i)directly or indirectly,
whether as an owner, shareholder, member, investor, partner, joint venturer,
licensor, financier, operator, consultant, employee, agent, distributor,
independent contractor, participant, creditor or otherwise, invest in (other
than ownership as a passive investor of less than two percent of the voting
stock of a company listed on a national stock exchange), own, manage, operate,
finance, control or participate in the ownership, management, operation,
financing, control of, or act as a consultant to, be associated with, lend its
or their name or any trade name to, any of its or their credit to, or otherwise
render services or advice to or on behalf of, any business that engages or is
reasonably likely to engage in any Competitive Activity;  (ii)directly or indirectly
induce or attempt to induce any customer of Buyer in Relation to the Business
to reduce such customers purchases of products of the Business from Buyer or
its Affiliates after the Closing Date or induce or attempt to induce any
supplier of Buyer in Relation to the Business to reduce such suppliers
deliveries of materials of the Business to Buyer or its Affiliates after the
Closing Date;  29


(iii)directly or indirectly,
except as expressly permitted by Buyer or its successors or assigns in advance
in writing, solicit any protected employee to leave the employ of Buyer or its
successors and assigns; or  (iv)directly or indirectly take
any action that would impair the value of the Business or the Purchased Assets,
including, without limitation, (x) take any action intended to interfere
with the contractual relationships of Buyer in Relation to the Business with
customers, suppliers, employees or others or (y) make any statement
(whether oral, written or electronic, such as by means of electronic mail or
internet forums or message boards) to any Person or to the public or any third
party criticizing or disparaging the Business or commenting on the operations
or business reputation of the Business.  (c)The Seller Parties, and
their successors and assigns, shall use their best efforts to cause all of
their Affiliates not a party to this Agreement to comply with the restrictions
of this Section 6.9.  The Seller
Parties acknowledge and agree that Buyers remedies at law for any violation or
attempted violation of the Seller Parties obligations under this Section 6.9
would be inadequate and incomplete, and agrees that in the event of any such
violation or attempted violation, Buyer shall be entitled to a temporary
restraining order, temporary and permanent injunctions, and other equitable
relief, without the necessity of posting any bond or proving any actual damage,
in addition to all other rights and remedies that may be available to Buyer
from time to time.  (d)If a judicial or arbitral
determination is made that any of the provisions of this Section 6.9
constitutes an unreasonable or otherwise unenforceable restriction against
Seller Parties or their Affiliates, the provisions of this Section 6.9
shall be rendered void only to the extent that such judicial or arbitral
determination finds such provisions to be unreasonable or otherwise
unenforceable with respect to any Seller Party or such Affiliate.  In this regard, the Parties hereby agree that
any judicial authority construing this Agreement shall be empowered to sever
any territory or portion thereof, any prohibited business activity or any time
period from the coverage of this Section 6.9 and to apply the provisions
of this Section 6.9 to the remaining portion of the covered territory, the
remaining business activities and the remaining time period not so severed by
such judicial or arbitral authority. 
Moreover, notwithstanding the fact that any provision of this
Section 6.9 is determined not to be specifically enforceable, Buyer shall
nevertheless be entitled to recover monetary damages as a result of the breach
of such provision by Seller Party or such Affiliate.  The time period during which the prohibitions
set forth in this Section 6.9 shall apply shall be tolled and suspended for
a period equal to the aggregate time during which Seller Party or any Affiliate
violates such prohibitions in any respect.  6.10Business Employees.  Upon the Closing and effective as of the
Closing Date, the Seller Parties agree to terminate the employment of all
employees employed by or on behalf of any Seller Party and engaged in the
Business (collectively, the Business Employees) at the Seller Parties
expense.  Effective as of the Closing
Date, the Seller Parties agree to fully vest all Business Employees in their
interests in each 401(k) plan maintained by any Seller Party.  The Seller Parties acknowledge that Buyer (or
Buyers Affiliate) may offer employment on an at-will basis effective as of the
Closing Date, to such of the Business Employees as Buyer deems advisable (the Selected
Business Employees).  Buyers (or such
Buyers Affiliates)  30


employment offered to the Business Employees
pursuant to this Section 6.10 shall be subject to Buyers standard polices
and procedures applicable to new hires. 
The Seller Parties will not take any action that could impede, hinder,
interfere, or otherwise compete with Buyers (or Buyers Affiliated Companys)
efforts to hire any Business Employee, and the Seller Parties shall undertake
such efforts as may be reasonably requested by Buyer to facilitate such
efforts.  In no event shall Buyer (or
such Buyers Affiliate) be considered a successor employer.  To the extent permitted by applicable law,
the Seller Parties shall promptly furnish to Buyer all information relating to
each Business Employee as Buyer may reasonably require in connection with its
(or such Buyers Affiliates) potential employment or employment of such
persons, which information shall be true and correct in all respects.  The Seller Parties shall be solely
responsible for compliance with the Workers Adjustment and Retraining
Notification Act, 29 U.S. Stat. § 2101 et seq. (the WARN Act) as it
relates to any employment loss up to Closing. 
Buyer shall not assume or have any obligations or liabilities with
respect to such employees or terminations made on or prior to the Closing Date.  6.11Use of Name.  Neither Parent, Seller nor any of their
respective Affiliates shall do business under or utilize any trademark or
service mark of the Business, including the name Chase EMS from and after the
Closing, and Seller and Parent shall file the instruments necessary to
terminate their respective rights to do business under or utilize a trademark
or service mark of the Business as promptly as practicable following the
Closing.  6.12Payments and Property
Received.  The Seller
Parties agree that after the Closing they will hold and will promptly transfer
and deliver to Buyer, from time to time as and when received by them, any cash,
checks with appropriate endorsements (using their best efforts not to convert
such checks into cash), or other property that they may receive on or after the
Closing which properly belongs to Buyer and will account to Buyer for all such
receipts.  6.13[Intentionally Deleted.]  6.14MC Test Guaranty.  MC Test hereby unconditionally and
irrevocably guarantees the due and punctual performance by Buyer of each and
every obligation of Buyer arising under this Agreement, including, without
limitation, the full payment of the Purchase Price at the Closing and any
claims for indemnity by the Seller Indemnified Parties.  MC Tests obligations under this Agreement
shall be joint and several with the Buyer.  ARTICLE VII. CLOSING  7.1The Closing.  The consummation of the transactions
contemplated by this Agreement (the Closing) shall take place at a
time and on a date to be specified by Buyer and the Seller Parties (the Closing
Date), which shall be no later than the second Business Day after
satisfaction or waiver of the conditions set forth in Section 7.4, 7.5 and
7.6 (other than those conditions that by their nature are to be satisfied at
the Closing, but subject to the fulfillment or waiver of those conditions), at
the offices of Baker & Hostetler LLP, 3200 National City Center, 1900
E. Ninth Street, Cleveland, Ohio 44114, or remotely by electronic exchange of
documents and signatures.  31


7.2Deliveries by the Seller
Parties.  At or prior to the Closing,
the Seller Parties shall deliver, or cause to be delivered, to Buyer the
following unless waived by Buyer:  (a)A good and sufficient
General Conveyance, Assignment and Bill of Sale, substantially in the form
attached hereto as Exhibit A, duly executed by the Seller Parties;  (b)An Assignment and Assumption
Agreement, substantially in the form attached hereto as Exhibit B,
duly executed by the Seller Parties (the Assignment and Assumption
Agreement);  (c)A Transition Services
Agreement, substantially in the form attached hereto as Exhibit C,
duly executed by the Seller Parties (the Transition Services Agreement);  (d)An Assignment, Assumption
and Consent Agreement with Lockbox, in the form provided by Buyers lender,
duly executed by the applicable Seller Parties;  (e)Appropriate termination
statements under the Uniform Commercial Code and evidence satisfactory to Buyer
of release of all Liens affecting any of the Purchased Assets other than
Permitted Liens;  (f)A certified copy of the
resolutions authorizing the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby; and  (g)Such other separate
instruments of sale, assignment or transfer that Buyer may reasonably deem
necessary or appropriate in order to perfect, confirm or evidence title to all
or any part of the Purchased Assets.  7.3Deliveries by Buyer.  At or prior to the Closing, Buyer shall
deliver, or cause to be delivered, to the Seller Parties the following unless
waiver by the Seller Parties:  (a)The Purchase Price, payable
to the Seller Parties in accordance with Section 3.1;  (b)The Assignment and
Assumption Agreement, duly executed by Buyer;  (c)The Transition Services Agreement,
duly executed by Buyer;  (d)An Assignment, Assumption
and Consent Agreement with Lockbox, in the form provided by Buyers lender,
duly executed by Buyer; and  (e)Such other separate
instruments of assumption that the Seller Parties may reasonably deem necessary
or appropriate in order to perfect, confirm or evidence assumption by Buyer of
all or any part of the Assumed Liabilities.  7.4Conditions to Each Partys
Obligations.  The
respective obligations of each Party to effect the transactions contemplated by
this Agreement will be subject to the fulfillment at or prior to the Closing of
each of the following conditions:  32


(a)Laws, Regulations and
Injunction.  No
provision of any Applicable Law shall restrain, prevent, materially delay or
restructure the transactions contemplated by this Agreement.  There will be no effective injunction, writ
or preliminary restraining order or any order of any nature issued by a
Governmental Entity of competent jurisdiction to the effect that the purchase
and sale of the Purchased Assets may not be consummated as provided in this
Agreement, no proceeding or lawsuit will have been commenced by any
Governmental Entity for the purpose of obtaining any such injunction, writ or
preliminary restraining order and no written notice will have been received
from any Governmental Entity indicating an intent to restrain, prevent,
materially delay or restructure the transactions contemplated by this
Agreement.  (b)Governmental Consents.  All consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any
Governmental Entity required in connection with the execution, delivery or
performance of this Agreement will have been obtained or made, except where the
failure to have obtained or made any such consent, approval, order,
authorization, declaration or filing would not have a Material Adverse Effect.  (c)Amendment to Real Property
Lease.  The Real Property Lease shall
have been amended on terms acceptable to each of Buyer and Seller in each Partys
sole discretion.  7.5Conditions to Obligations of
Buyer.  The obligations of Buyer to
consummate the transactions contemplated by this Agreement will be subject to
the fulfillment at or prior to the Closing of each of the following additional
conditions:  (a)Representations and
Warranties.  Each of the
representations and warranties of the Seller Parties set forth herein shall be
true and correct in all material respects on the date hereof and on and as of
the Closing Date as though made on and as of the Closing Date, except that (i) representations
and warranties made as of a specified date need be true and correct only as of
the specified date and (ii) representations and warranties that are
subject to Materiality Qualifiers (as defined in Section 9.4) shall be
true and correct in all respects on the date hereof and on and as of the
Closing Date.  (b)Performance of Obligations.  Each Seller Party shall have performed in all
material respects all covenants and agreements required to be performed by it
under this Agreement on or prior to the Closing Date, including the delivery of
all of the agreements, documents and other instruments required by Section 7.2.  (c)No Material Adverse Change.  Since August 31, 2009, there shall not
have been any change in the assets, liabilities, business, prospects, results
of operations or financial condition of the Business that would constitute a
Material Adverse Effect.  (d)Seller Party Certificates.  Each Seller Party shall have furnished Buyer
with a certificate dated the Closing Date and signed on its behalf by its Chief
Executive Officer or President, to the effect that the conditions set forth in
Sections 7.5(a), (b) and (c) have been satisfied.  33


(e)Consents.  The Seller Parties shall have obtained and
delivered to Buyer the written consents (or waivers with respect to thereto) as
described on Schedule 4.3 (all such consents and waivers shall be in full
force and effect).  (f)Customer Relationships.  Buyer shall have no reasonable good faith
belief that the sale of the Business to Buyer and the consummation of the other
transactions contemplated by this Agreement will have a material effect on the
business relationship of the Business with any of the Key Accounts.  This condition shall be deemed to have been
satisfied unless Buyer notifies the Selling Parties, in writing within 24 hours
after the conclusion of the final customer visit conducted with the Key
Accounts, that the condition set forth in this Section 7.5(f) has not
been satisfied.  The Buyer and Selling
Parties acknowledge that the customer visits with the Key Accounts will be
conducted in accordance with the guidelines set out in the Letter Agreement
between Buyer and Selling Parties of even date herewith.  7.6Conditions to Obligations of
the Seller Parties.  The
obligations of each Seller Party to consummate the transactions contemplated by
this Agreement will be subject to the fulfillment at or prior to the Closing of
each of the following additional conditions:  (a)Representations and
Warranties.  Each of the
representations and warranties of Buyer set forth herein shall be true and
correct in all material respects on the date hereof and on and as of the
Closing Date as though made on and as of the Closing Date, except that (i) representations
and warranties made as of a specified date need be true and correct only as of
the specified date and (ii) representations and warranties that are subject
to Materiality Qualifiers shall be true and correct in all respects on the date
hereof and on and as of the Closing Date.  (b)Performance of Obligations
by Buyer.  Buyer shall
have performed in all material respects all covenants and agreements required
to be performed by it under this Agreement on or prior to the Closing Date,
including the delivery of all of the agreements, documents and other
instruments required by Section 7.3.  (c)Buyer Certificate.  Buyer shall have furnished the Seller Parties
with a certificate dated the Closing Date and signed on its behalf, to the
effect that the conditions set forth in Sections 7.6(a) and (b) have
been satisfied.  ARTICLE VIII. 
TERMINATION  8.1Termination.  This Agreement may be terminated at any time
at or prior to the Closing:  (a)in writing by mutual consent
of the Parties;  (b)by written notice from
Seller to Buyer, if Buyer (i) fails to perform in any material respect any
of its agreements contained in this Agreement required to be performed by it on
or prior to the Closing Date or (ii) materially breaches any of its
representations and warranties contained in this Agreement, which failure or
breach is not cured within ten days after  34


Seller has notified Buyer of its intent to terminate
this Agreement pursuant to this subparagraph (b);  (c)by written notice from Buyer
to Seller, if any Seller Party (i) fails to perform in any material
respect any of its agreements contained in this Agreement required to be
performed by it on or prior to the Closing Date or (ii) materially
breaches any of its representations and warranties contained in this Agreement,
which failure or breach is not cured within ten days after Buyer has notified
Seller of its intent to terminate this Agreement pursuant to this subparagraph
(c);  (d)by written notice from Buyer
to Seller under the circumstances described in Section 6.7;  (e)by written notice by Seller
to Buyer or Buyer to Seller, as the case may be, if the Closing has not
occurred on or prior to July 30, 2010 for any reason other than delay or
nonperformance of the Party seeking such termination;  (f)by written notice by Buyer
to Seller if the Closing has not occurred, for any reason other than delay or
nonperformance of Buyer, within two Business Days after the earlier of: (i) the
expiration of the 24-hour period contemplated by Section 7.5(f) and (ii) the
receipt by the Seller Parties of written notice from Buyer that the condition
set forth in Section 7.5(f) has been satisfied; or  (g)by either Buyer or Seller if
there shall be any law or regulation that makes the consummation of the
transactions contemplated hereby illegal or otherwise prohibited or if
consummation of the transactions contemplated hereby would violate any
nonappealable final order, decree or judgment of any court or governmental body
having competent jurisdiction.  8.2Specific Performance and
Other Remedies.  The Parties
each acknowledge that the rights of each Party to consummate the transactions
contemplated by this Agreement are special, unique and of extraordinary
character and that, in the event that any Party violates or fails or refuses to
perform any covenant or agreement made by it in this Agreement, the
non-breaching Party may be without an adequate remedy at law.  The Parties agree, therefore, that in the
event that any Party violates or fails or refuses to perform any covenant or
agreement made by such Party in this Agreement, the non-breaching Party or
Parties may, subject to the terms of this Agreement and in addition to any
remedies at law for damages or other relief, institute and prosecute an action
in any court of competent jurisdiction to enforce specific performance of such
covenant or agreement or seek any other equitable relief.  8.3Effect of Termination.  (a)If this Agreement is
terminated as permitted by Section 8.1, such termination shall be without
liability of either Party (or any owner, stockholder, director, officer,
employee, agent, consultant or representative of such Party) to the other Party
to this Agreement; provided that if such termination shall result from the (a) willful
failure of either Party to fulfill a condition to the performance of the
obligations of the other Party, (b) failure to perform a covenant of this
Agreement or (c) breach by either Party hereto of any representation or
warranty or agreement contained herein, such Party shall be fully liable for
any and all liabilities,  35


obligations, losses, costs, expenses, and damages
incurred or suffered by the other Party as a result of such failure or
breach.  The provisions of Sections 6.6,
6.7, 6.14, 9.2 and 9.3 and Article X shall survive any termination hereof
pursuant to Section 8.1.  (b)If this Agreement is
terminated as permitted by Section 8.1 (i) Buyer agrees that all
Confidential Information (for purposes of this Section 8.3(b), as defined
in that certain Non-Disclosure Agreement, dated September 18, 2009,
between Parent and MC Test (the Non-Disclosure Agreement)) regarding
or relating to any of the Key Accounts shall remain subject to, and Buyer shall
treat such Confidential Information in accordance with, the terms and
conditions of the Non-Disclosure Agreement until the second anniversary of the
date on which this Agreement is terminated and (ii) Buyer shall not, and
shall cause its Affiliates to not, initiate contact, communication or
correspondence with any of the Key Accounts or solicit any of the Key Accounts
to conduct business or purchase products or services of Buyer or its
Affiliates; provided, however, that nothing contained in this Section 8.3(b) shall
prevent, prohibit, restrict or restrain Buyer or any of its Affiliates from (x) responding
to any communications initiated by a Key Account, or communicating or entering
into discussions with a Key Account, or conducting business with a Key Account,
directly in response to any communications initiated by such Key Account, at
any time before or after the second anniversary of the date on which this
Agreement is terminated or (y) taking any action with respect to,
including initiating contact or communications with or soliciting, any Key
Account at any time after the second anniversary of the date on which this
Agreement is terminated.  ARTICLE IX. INDEMNIFICATION  9.1Survival of Representations,
Warranties and Agreements. 
Subject to the limitations set forth in Section 9.7 below, and
notwithstanding any investigation conducted at any time by or on behalf of any
Party, all representations, warranties, covenants and agreements of the Parties
in this Agreement and in any other agreements, documents or certificates
executed or delivered by Parties pursuant to this Agreement or in connection
with the transactions contemplated by this Agreement (the Additional
Documents) shall survive the execution, delivery and performance of this
Agreement and the Additional Documents for the applicable Claims Period.  This Section 9.1 shall not limit any
covenant or agreement of the Parties that by its terms contemplates performance
after the Closing or after the termination of this Agreement.  9.2Indemnification Obligations
of the Seller Parties.  Each
Seller Party will jointly and severally indemnify, defend and hold harmless
Buyer and its Affiliates, each of their respective officers, directors,
employees, agents and representatives and each of the heirs, executors,
successors and assigns of any of the foregoing (collectively, the Buyer
Indemnified Parties) from, against and in respect of any and all losses,
liabilities, damages, demands, lost profits, claims, suits, actions, judgments
or causes of action, assessments, costs and expenses (including interest,
penalties, attorneys fees and any and all expenses incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim), and any and all amounts paid in settlement of any claim or litigation
(collectively, Damages), asserted against, resulting to, imposed upon
or incurred or suffered by any Buyer Indemnified Party, directly or indirectly,
as a result of or arising from any of the following:  36


(a)any inaccuracy in or breach
or nonfulfillment of, or any alleged inaccuracy in or breach or nonfulfillment
of, any of the representations or warranties made by the Seller Parties in this
Agreement or in the Additional Documents;  (b)any breach or
non-performance of, or any alleged breach or non-performance of, any covenant,
agreement or undertaking made by any Seller Party in this Agreement or in the
Additional Documents;  (c)any Retained Liability; or  (d)any of the matters described
in Schedule 9.2(d).  The
Damages of the Buyer Indemnified Parties described in this Section 9.2 as
to which the Buyer Indemnified Parties are entitled to indemnification are
collectively referred to herein as the Buyer Losses.  9.3Indemnification Obligations
of Buyer.  Buyer will
indemnify, defend and hold harmless each Seller Party and its respective
Affiliates and each of their officers, directors, employees, agents and
representatives and each of the heirs, executors, successors and assigns of any
of the foregoing (collectively, the Seller Indemnified Parties) from,
against and in respect of any and all Damages asserted against, resulting to,
imposed upon or incurred or suffered by any Seller Indemnified Party, directly
or indirectly, as a result of or arising from any of the following:  (a)any inaccuracy in or breach
or nonfulfillment of, or any alleged inaccuracy in or breach or nonfulfillment
of, any of the representations or warranties made by Buyer in this Agreement or
in the Additional Documents;  (b)any breach or
non-performance of, or any alleged breach or non-performance of, any covenant,
agreement or undertaking made by Buyer in this Agreement or in the Additional
Documents; or  (c)the failure of Buyer to
perform, discharge or satisfy the Assumed Liabilities.  The
Damages of the Seller Indemnified Parties described in this Section 9.3 as
to which the Seller Indemnified Parties are entitled to indemnification are
hereinafter collectively referred to as Seller Losses.  9.4Determination of Breaches
and Calculation of Damages.  The Parties hereby acknowledge and agree that
certain representations and warranties contained herein are qualified by
references to materiality, in all material respects or by matters having or not
having a Material Adverse Effect (collectively, Materiality Qualifiers).  The Parties agree that, for purposes of
determining whether a representation or warranty is inaccurate and a breach has
occurred, the Materiality Qualifiers shall be fully considered and taken into
account, but for purposes of determining the amount of Buyer Losses or Seller
Losses (as applicable) sustained as a result of such breach, the Materiality
Qualifiers shall be ignored so that all such Buyer Losses or Seller  37


Losses may be recovered, subject to the provisions
of this Article IX.  The Parties
acknowledge that performance of due diligence shall not limit the
indemnification obligations of any Party.  9.5Indemnification Procedure.  (a)Promptly after receipt by a
Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively
referred to as an Indemnified Party) of notice by a third party
(including any Governmental Entity) of any complaint or the commencement of any
audit, investigation, action or proceeding with respect to which such
Indemnified Party may be entitled to receive payment from the other Party for
any Buyer Losses or Seller Losses (as the case may be), such Indemnified Party
will notify Buyer or the Sellers Representative, as the case may be (the Indemnifying
Party), promptly following the Indemnified Partys receipt of such
complaint or of notice of the commencement of such audit, investigation, action
or proceeding; provided, however, that the failure to so notify the
Indemnifying Party will relieve the Indemnifying Party from liability under
this Agreement with respect to such claim only if, and only to the extent that,
such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying
Party of rights and defenses otherwise available to the Indemnifying Party with
respect to such claim.  The Indemnifying
Party will have the right, upon written notice delivered to the Indemnified
Party within ten days thereafter assuming full responsibility for any
Buyer Losses or Seller Losses (as the case may be) resulting from such audit,
investigation, action or proceeding, to assume the defense of such audit,
investigation, action or proceeding, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of the fees
and disbursements of such counsel.  If,
however, the Indemnifying Party declines or fails to assume the defense of the
audit, investigation, action or proceeding on the terms provided above or to
employ counsel reasonably satisfactory to the Indemnified Party, in either case
within such ten-day period, then such Indemnified Party may employ counsel to
represent or defend it in any such audit, investigation, action or proceeding
and the Indemnifying Party will pay the reasonable fees and disbursements of
such counsel as incurred.  In any audit,
investigation, action or proceeding with respect to which indemnification is
being sought hereunder, the Indemnified Party or the Indemnifying Party,
whichever is not assuming the defense of such action, will have the right to
participate in such matter and to retain its own counsel at such Partys own
expense.  The Indemnifying Party or the
Indemnified Party, as the case may be, will at all times use reasonable efforts
to keep the Indemnifying Party or the Indemnified Party, as the case may be,
reasonably apprised of the status of the defense of any matter the defense of
which they are maintaining and to cooperate in good faith with each other with
respect to the defense of any such matter.  (b)No Indemnified Party may
settle or compromise any claim or consent to the entry of any judgment with
respect to which indemnification is being sought hereunder without the prior
written consent of the Indemnifying Party, unless (i) the Indemnifying
Party fails to assume and maintain the defense of such claim pursuant to this Section or
(ii) such settlement, compromise or consent includes an unconditional
release of the Indemnifying Party from all liability arising out of such
claim.  An Indemnifying Party may not,
without the prior written consent of the Indemnified Party, settle or
compromise any claim or consent to the entry of any judgment with respect to
which indemnification is being sought hereunder unless (i) such
settlement, compromise or consent includes an unconditional release of the
Indemnified Party from all liability arising out of such claim, (ii) does
not contain any admission or statement  38


suggesting any wrongdoing or liability on behalf of
the Indemnified Party and (iii) does not contain any equitable order,
judgment or term which in any manner affects, restrains or interferes with the
business of the Indemnified Party or any of the Indemnified Partys Affiliates.  (c)In the event any Indemnified Party should have a claim for indemnity
against any Indemnifying Party that does not involve a third party claim, the
Indemnified Party shall deliver notice of such claim with reasonable promptness
to the Indemnifying Party.  Such notice
shall specify the basis for such claim. 
The failure by any Indemnified Party so to notify the Indemnifying Party
shall not relieve the Indemnifying Party from any liability that it may have to
such Indemnified Party with respect to any claim made pursuant to this Section,
it being understood that notices for claims in respect of a breach of a
representation or warranty must be delivered prior to the expiration of the
applicable Claims Period for such representation or warranty under Section 9.6.  (d)If the Indemnifying Party does not notify the Indemnified Party within 30
calendar days following its receipt of such notice that the Indemnifying Party
disputes its liability to the Indemnified Party under this Article, or the
amount thereof, the claim specified by the Indemnified Party in such notice
shall be conclusively deemed a liability of the Indemnifying Party under this
Article, and the Indemnifying Party shall pay the amount of such liability to
the Indemnified Party on demand or, in the case of any notice in which the
amount of the claim (or any portion of the claim) is estimated, on such later
date when the amount of such claim (or such portion of such claim) becomes
finally determined.  If the Indemnifying
Party has timely disputed its liability with respect to such claim as provided
above, as promptly as possible, such Indemnifying Party and the Indemnified
Party will establish the merits and amount of such claim (by mutual agreement,
litigation, arbitration or otherwise) and, within five Business Days of the
final determination of the merits and amount of such claim, the Indemnifying
Party will pay to the Indemnified Party immediately available funds in an
amount equal to such claim as determined hereunder.  9.6Claims Period.  For purposes of this Agreement, a Claims
Period shall be the period during which a claim for indemnification may be
asserted under this Agreement by an Indemnified Party.  The Claims Periods under this Agreement shall
begin on the date hereof and terminate as follows:  (a)with respect to any
indemnification claim of any Buyer Indemnified Party arising under Section 9.2(a)
with respect to any breach or inaccuracy of any representation or warranty of
the Seller Parties in Section 4.1 (Organization), Section 4.2 (Authorization), Section
4.11 (Title and Condition of Purchased Assets), Section 4.12(b) (Intellectual
Property), Section 4.22 (Brokers, Finders and Investment Bankers), but in the
case of Sections 4.11 and 4.12(b), only as they relate to title, the Claims
Period shall continue indefinitely;  (b)with respect to any
indemnification claim of any Buyer Indemnified Party arising under Section 9.2(a) with
respect to any breach or inaccuracy of any representation or warranty in Section 4.9
(Taxes), the Claims Period shall continue until six months following expiration
of the applicable statutes of limitation relating to such matters;  39


(c)with respect to all other
indemnification claims of any Buyer Indemnified Party arising under Section 9.2(a) and
all claims of any Seller Indemnified Party arising under Section 9.3(a) with
respect to any breach or inaccuracy of any representation or warranty of Buyer
under this Agreement, the Claims Period shall terminate on the second
anniversary of the Closing Date; and  (d)with respect to all other
indemnification claims of any Buyer Indemnified Party arising under Section 9.2
or of any Seller Indemnified Party arising under Section 9.3, the Claims
Period shall continue indefinitely.  Notwithstanding
the foregoing, if, prior to the close of business on the last day of the
applicable Claims Period, an Indemnifying Party shall have been properly
notified of a claim for indemnity hereunder and such claim shall not have been
finally resolved or disposed of at such date, such claim shall continue to
survive and shall remain a basis for indemnity hereunder until such claim is
finally resolved or disposed of in accordance with the terms hereof.  9.7Liability Limits.  Notwithstanding anything to the contrary set
forth herein:  (a)The Buyer Indemnified
Parties shall not make a claim against the Seller Parties for indemnification
pursuant to Section 9.2(a) for Buyer Losses unless and until the
aggregate amount of such Buyer Losses exceeds $130,000, in which event the
Buyer Indemnified Parties may claim indemnification for all such Buyer Losses,
including the initial $130,000; and  (b)The maximum aggregate
liability of the Seller Parties for Buyer Losses with respect to claims for
indemnification pursuant to Section 9.2(a) shall be the Purchase
Price.  ARTICLE X. MISCELLANEOUS  10.1Notices.  All notices, communications and deliveries
under this Agreement will be made in writing signed by or on behalf of the
Party making the same, will specify the Section under this Agreement
pursuant to which it is given or being made, and will be delivered personally
or by telecopy transmission or sent by registered or certified mail (return
receipt requested) or by next day courier (with evidence of delivery and
postage and other fees prepaid) as follows:  To
Buyer:  MC
Assembly LLC c/o MC Test Service, Inc. 2755 Kirby Circle Palm Bay, Florida 32905 Fax:  (321) 953-4649 Attention:  Chief Financial
Officer  And to:  Key
Principal Partners  40


9
Greenwich Office Park, 3rd Floor Greenwich,
Connecticut 06830 Attention:  Leland Lewis  And to:  Key Principal Partners III LLC 800 Superior Avenue, 10th Floor Cleveland, Ohio 44114 Fax:  (216) 282-8135 Attention:  Daniel Kessler and
Dennis Wagner  And to:  Baker & Hostetler LLP PNC Center 1900 East 9th Street, Suite 3200 Cleveland, OH 44114 Fax: (216) 696-0740 Attention: John Allotta  To any Seller Party:  Chase Corporation 26 Summer Street Bridgewater, MA 02324 Fax: 508 697-6419 Attention: Chief Financial Officer  And to:  George M. Hughes PO Box 590321 Newton Center, MA 02459  or
to such other representative or at such other address of a Party as such Party
may furnish to the other Parties in writing. 
Any notice which is delivered personally or by telecopy transmission in
the manner provided herein shall be deemed to have been duly given to the Party
to whom it is directed upon actual receipt by such Party or its agent.  Any notice which is addressed and mailed in
the manner herein provided shall be conclusively presumed to have been duly
given to the Party to which it is addressed at the close of business, local
time of the recipient, on the fourth Business Day after the day it is so placed
in the mail (or on the first Business Day after placed in the mail if sent by
overnight courier) or, if earlier, the time of actual receipt.  41


10.2Schedules and Exhibits.  The Schedules and Exhibits to this
Agreement are hereby incorporated into this Agreement and are hereby made a
part of this Agreement as if set out in full in this Agreement.  10.3Assignment; Successors in
Interest; Amendment.  No
assignment or transfer by any Party of such Partys rights and obligations
under this Agreement will be made except with the prior written consent of the
other Parties to this Agreement; provided, however, that Buyer shall, without
the obligation to obtain the prior written consent of any other Party to this
Agreement, be entitled to assign this Agreement or all or any part of its
rights or obligations hereunder to (a) any one or more of its Affiliates
or as collateral to secure any financing or (b) to any non-Affiliate
Person who subsequently purchases all or substantially all of the stock or
assets of Buyer.  This Agreement will be
binding upon and will inure to the benefit of the Parties and their successors and
permitted assigns, and any reference to a Party will also be a reference to a
successor or permitted assign.  This
Agreement may not be amended, modified or supplemented except by written
agreement of the Parties.  10.4Number; Gender.  Whenever the context so requires, the
singular number will include the plural and the plural will include the
singular, and the gender of any pronoun will include the other genders.  10.5Captions.  The titles, captions and table of contents
contained in this Agreement are inserted in this Agreement only as a matter of
convenience and for reference and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision of this
Agreement.  Unless otherwise specified to
the contrary, all references to Articles and Sections are references
to Articles and Sections of this Agreement and all references to
Schedules or Exhibits are references to Schedules and Exhibits,
respectively, to this Agreement.  10.6Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction will, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction.  To the extent permitted by law, the Parties
waive any provision of law which renders any such provision prohibited or
unenforceable in any respect.  10.7Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, and it will not be
necessary in making proof of this Agreement or the terms of this Agreement to
produce or account for more than one of such counterparts.  10.8No Third Party Beneficiaries.  Nothing expressed or implied in this
Agreement is intended, or will be construed, to confer upon or give any Person
other than the Parties, and their successors or permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement, or
result in such Person being deemed a third party beneficiary of this Agreement.  10.9Waiver.  Any agreement on the part of a Party to any
extension or waiver of any provision of this Agreement will be valid only if
set forth in an instrument in writing signed on  42


behalf of such Party.  A waiver by a Party of the performance of any
covenant, agreement, obligation, condition, representation or warranty will not
be construed as a waiver of any other covenant, agreement, obligation,
condition, representation or warranty.  A
waiver by any Party of the performance of any act will not constitute a waiver
of the performance of any other act or an identical act required to be
performed at a later time.  10.10Integration.  This Agreement and the documents executed
pursuant to this Agreement supersede all negotiations, agreements and
understandings (both written and oral) among the Parties with respect to the
subject matter of this Agreement, and constitutes the entire agreement between
the Parties.  10.11Cooperation Following the
Closing.  Following the Closing, each of
the Parties shall deliver to the others such further information and documents
and shall execute and deliver to the others such further instruments and
agreements as the other Party shall reasonably request to consummate or confirm
the transactions provided for in this Agreement, to accomplish the purpose of
this Agreement or to assure to the other Party the benefits of this Agreement.  10.12Transaction Costs.  Except as provided above or as otherwise
expressly provided herein, (a) Buyer will pay its own fees, costs and
expenses incurred in connection with this Agreement and the transactions contemplated
by this Agreement, including the fees, costs and expenses of its financial
advisors, accountants and counsel and (b) each Seller Party will pay its
own fees, costs and expenses incurred in connection with this Agreement and the
transactions contemplated by this Agreement, including the fees, costs and
expenses of its financial advisors, accountants and counsel.  10.13Governing Law.  This Agreement shall in all respects be
construed in accordance with and governed by the laws of the State of Delaware.  The Parties agree that any action arising out
of this Agreement shall be venued in the federal, state or local courts located
in, or otherwise, having jurisdiction over Cuyahoga County, Ohio, and the
Parties hereby consent to personal jurisdiction in such courts and waive any
objection based on the defense of an inconvenient forum and any objection to
jurisdiction or venue of any action instituted hereunder.  [Signature page follows.]  43


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed, as
of the date first above written.  BUYER:MC
  ASSEMBLY LLCBy:Name:Title:MC
  TEST:M
  C TEST SERVICE, INC., only with respect to Section 6.14By:Name:Title:SELLER
  PARTIES:RWA, INC.
  d/b/a CHASE EMSBy:Name:Title:CHASE
  CORPORATIONBy:Name:Title:  44