Exhibit 10.33


    

      EXHIBIT
        10.33

       

      


       

      


       

      


       

      


       

      CONTRIBUTION
        AGREEMENT

       

      


       

      DATED
        AS OF JANUARY 31, 2006

       

      


       

      among

       

      


       

      HERCULES
        INCORPORATED,

       

      WSP,
        INC.,

       

      SPG/FV
        INVESTOR LLC

       

      and

       

      FIBERVISIONS
        DELAWARE CORPORATION

       

      


      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      Table
        of Contents

       

      
        	
                SECTION
                  1

                 

              	
                Definitions

                 

              
	
                SECTION
                  2

                 

              	
                Transaction

                 

              
	
                     2.1

                 

              	
                Transaction
                  and Closing

                 

              
	
                     2.2

                 

              	
                Total
                  Transaction Costs

                 

              
	
                     2.3

                 

              	
                Redemption
                  Price Adjustments

                 

              
	
                SECTION
                  3

                 

              	
                Representations
                  and Warranties of Hercules and WSP

                 

              
	
                     3.1

                 

              	
                Organization;
                  Good Standing; Corporate Power

                 

              
	
                     3.2

                 

              	
                Noncontravention

                 

              
	
                     3.3

                 

              	
                Brokers

                 

              
	
                     3.4

                 

              	
                Equity
                  Investments

                 

              
	
                     3.5

                 

              	
                Financial
                  Statements

                 

              
	
                     3.6

                 

              	
                Operations
                  in the Ordinary Course; No Material Adverse Effect

                 

              
	
                     3.7

                 

              	
                Undisclosed
                  Liabilities

                 

              
	
                     3.8

                 

              	
                Legal
                  Compliance

                 

              
	
                     3.9

                 

              	
                Tax
                  Matters

                 

              
	
                     3.10

                 

              	
                Real
                  Property

                 

              
	
                     3.11

                 

              	
                Intellectual
                  Property

                 

              
	
                     3.12

                 

              	
                Capitalization
                  of the Company and its Subsidiaries

                 

              
	
                     3.13

                 

              	
                Issuance
                  of Securities

                 

              
	
                     3.14

                 

              	
                Required
                  Consents; Approvals

                 

              
	
                     3.15

                 

              	
                Contracts

                 

              
	
                     3.16

                 

              	
                Insurance

                 

              
	
                     3.17

                 

              	
                Environmental
                  Matters

                 

              
	
                     3.18

                 

              	
                Litigation

                 

              
	
                     3.20

                 

              	
                Employment
                  Relations

                 

              
	
                     3.21

                 

              	
                Employee
                  Benefit Plans

                 

              
	
                     3.22

                 

              	
                Transactions
                  with Interested Persons

                 

              
	
                     3.23

                 

              	
                Customers
                  and Suppliers

                 

              
	
                     3.24

                 

              	
                Inventory

                 

              
	
                     3.25

                 

              	
                Accounts
                  Receivable; Accounts Payable

                 

              
	
                     3.27

                 

              	
                Bank
                  Accounts

                 

              
	
                     3.26

                 

              	
                Title

                 

              
	
                     3.27

                 

              	
                Asbestos

                 

              
	
                     3.28

                 

              	
                Former
                  Business Transactions

                 

              
	
                     3.29

                 

              	
                Survival
                  of Representations

                 

              
	 	 
	
                SECTION
                  4.

                 

              	
                Representations,
                  and Warranties of SPG

                 

              
	
                     4.1

                 

              	
                Organization;
                  good Standing; Corporate Power

                 

              
	
                     4.2

                 

              	
                Noncontravention

                 

              
	
                     4.3

                 

              	
                Investment

                 

              
	
                     4.4

                 

              	
                Knowledge

                 

              
	
                     4.5

                 

              	
                Accredited
                  Investor

                 

              
	
                     4.6

                 

              	
                Accuracy
                  of Certain Information

                 

              
	
                     4.7

                 

              	
                Brokers

                 

              
	
                     4.8

                 

              	
                Required
                  consents; Approvals

                 

              
	
                     4.9

                 

              	
                Survival
                  of Representations

                 

              
	 	 
	
                SECTION
                  5.

                 

              	
                Covenants

                 

              
	
                     5.1

                 

              	
                Conduct
                  of the Business

                 

              
	
                     5.2

                 

              	
                Payment
                  of Earnout to Hercules

                 

              
	
                     5.3

                 

              	
                Debt
                  Financing

                 

              
	
                     5.4

                 

              	
                Regulatory
                  Filings and Approvals

                 

              
	
                     5.5

                 

              	
                Stockholders
                  Agreement

                 

              
	
                     5.6

                 

              	
                Transition
                  Services Agreement

                 

              
	
                     5.7

                 

              	
                Option
                  Agreement

                 

              
	
                     5.8

                 

              	
                Transaction
                  Costs

                 

              
	
                     5.9

                 

              	
                Resignations

                 

              
	
                     5.10

                 

              	
                Non-Competition

                 

              
	
                     5.11

                 

              	
                Intentionally
                  Omitted

                 

              
	
                     5.12

                 

              	
                Amendment
                  to Credit Agreement

                 

              
	
                     5.13

                 

              	
                Efforts
                  to Consummate

                 

              
	
                     5.14

                 

              	
                Further
                  Assurances

                 

              
	
                     5.15

                 

              	
                Non-Solicitation;
                  Non-Hire

                 

              
	
                     5.16

                 

              	
                Employee
                  Matters

                 

              
	
                     5.17

                 

              	
                Tax
                  Cooperation

                 

              
	
                     5.18

                 

              	
                Debt/Cash
                  of Company

                 

              
	
                     5.19

                 

              	
                Exclusive
                  Dealing

                 

              
	
                     5.20

                 

              	
                Intellectual
                  Property Rights

                 

              
	
                     5.21

                 

              	
                Transition
                  Services Planning

                 

              
	
                     5.22

                 

              	
                Consents
                  and Approvals

                 

              
	
                     5.23

                 

              	
                Insurance

                 

              
	
                     5.24

                 

              	
                Additional
                  Payment

                 

              
	
                     5.25

                 

              	
                General
                  Cooperation

                 

              
	 	 
	
                SECTION
                  6.

                 

              	
                Conditions
                  Precedent to Closing

                 

              
	
                     6.1

                 

              	
                Conditions
                  to Each Party’s Obligations to Close

                 

              
	
                     6.2

                 

              	
                Conditions
                  to the Obligations of Hercules and WSP

                 

              
	
                     6.3

                 

              	
                Conditions
                  to the Obligations of SPG

                 

              
	 	 
	
                SECTION
                  7.

                 

              	
                Closing
                  Deliveries

                 

              
	
                     7.1

                 

              	
                Company
                  Closing Deliveries

                 

              
	
                     7.2

                 

              	
                Hercules
                  and WSP Closing Deliveries

                 

              
	
                     7.3

                 

              	
                SPG
                  Closing Deliveries

                 

              
	 	 
	
                SECTION
                  8.

                 

              	
                Indemnification

                 

              
	
                     8.1

                 

              	
                Indemnification
                  by Parties

                 

              
	
                     8.2

                 

              	
                Limitations
                  on Indemnity

                 

              
	
                     8.3

                 

              	
                Effect
                  of Insurance

                 

              
	
                     8.4

                 

              	
                Exclusive
                  Remedy

                 

              
	
                     8.5

                 

              	
                Notice
                  of Claim

                 

              
	
                     8.6

                 

              	
                Third
                  Person Claims

                 

              
	
                     8.7

                 

              	
                Set
                  Off

                 

              
	
                     8.8

                 

              	
                Purchase
                  Price Adjustment

                 

              
	 	 
	
                SECTION
                  9.

                 

              	
                Termination
                  and Waiver

                 

              
	
                     9.1

                 

              	
                Termination

                 

              
	
                     9.2

                 

              	
                Notice
                  of Termination

                 

              
	
                     9.3

                 

              	
                Effect
                  of Termination

                 

              
	
                     9.4

                 

              	
                Return
                  of Documents

                 

              
	 	 
	
                SECTION
                  10.

                 

              	
                Miscellaneous

                 

              
	
                     10.1

                 

              	
                Binding
                  Agreement

                 

              
	
                     10.2

                 

              	
                Notices

                 

              
	
                     10.3

                 

              	
                Consents
                  and Waivers

                 

              
	
                     10.4

                 

              	
                Assignments,
                  Successors, and No Third-Party Rights

                 

              
	
                     10.5

                 

              	
                Amendments
                  and Termination

                 

              
	
                     10.6

                 

              	
                Governing
                  Law; Consent to Jurisdiction

                 

              
	
                     10.7

                 

              	
                Prior
                  Agreements

                 

              
	
                     10.8

                 

              	
                Confidential
                  and Embedded Information

                 

              
	
                     10.9

                 

              	
                Public
                  Announcements

                 

              
	
                     10.10

                 

              	
                Severability

                 

              
	
                     10.11

                 

              	
                Counterparts

                 

              
	
                     10.12

                 

              	
                Captions
                  44

                 

              
	
                     10.13

                 

              	
                Exhibits,
                  Schedules and Other References

                 

              
	
                     10.14

                 

              	
                Rules
                  of Construction

                 

              


      

      


      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      Exhibits
        and Schedules

       

      Exhibit
        ACertificate
        of Incorporation

      Exhibit
        BStockholders
        Agreement

      Exhibit
        COption
        Agreement

      Exhibit
        DTransition
        Services Agreement

      Exhibit
        ECommitment
        Letters

      Exhibit
        FForm
        of
        Employee Lease Agreement

      


      Schedule
        1.1Hercules’
        Knowledge

      Schedule
        1.2Permitted
        Encumbrances

      Schedule
        1.3Subsidiaries

      Schedule
        2.3(b)(i)Net
        Working Capital

      Schedule
        2.3(b)(ii)Adjusted
        EBITDA

      Schedule
        3.2Noncontravention

      Schedule
        3.3Stockholders’
        Brokers

      Schedule
        3.4Equity
        Investments

      Schedule
        3.5Financial
        Statements

      Schedule
        3.6(a)Material
        Adverse Effect

      Schedule
        3.6(d)Material
        Transactions or Commitments Not in Ordinary Course

      Schedule
        3.6(e)Transfer
        or Mortgage of Non-Current Assets

      Schedule
        3.6(g)Capital
        Expenditures

      Schedule
        3.6(h)Discharge
        of Encumbrances

      Schedule
        3.6(i)Transfer
        of Intellectual Property Rights

      Schedule
        3.6(j)(i)Principal
        Officers

      Schedule
        3.6(j)(ii)Resignations

      Schedule
        3.6(k)Loans
        or
        Guarantees to Officers, Directors, etc.

      Schedule
        3.6(t)Material
        Changes in Customer Terms

      Schedule
        3.7Undisclosed
        Liabilities

      Schedule
        3.10(a)Owned
        Real Property

      Schedule
        3.10(b)Leased
        Real Property

      Schedule
        3.10(c)Other
        Real Property

      Schedule
        3.10(f)Material
        Written Notice

      Schedule
        3.11(a)(i)Registered
        Intellectual Property

      Schedule
        3.11(a)(ii)Intellectual
        Property Licenses

      Schedule
        3.11(b)Royalties;
        License Fees

      Schedule
        3.11(c)Employee
        Intellectual Property Rights

      Schedule
        3.11(d)Unregistered
        Intellectual Property Rights

      Schedule
        3.11(e)(i)Certain
        Intellectual Property Registrations

      Schedule
        3.11(e)(ii)Pursuit
        of Registrations

      Schedule
        3.12(a)Capitalization

      Schedule
        3.12(b)Anti-Dilution

      Schedule
        3.12(d)Registration
        Rights

      Schedule
        3.14Required
        Consents

      Schedule
        3.16Insurance

      Schedule
        3.17Environmental
        Matters

      Schedule
        3.18Litigation

      Schedule
        3.19(a)(i)Compliance
        with Certain Employment-Related Laws

      Schedule
        3.19(a)(ii)Employee
        Agreements

      Schedule
        3.20(a)Employee
        Benefit Plans

      Schedule
        3.20(c)Employee
        Plan Compliance

      Schedule
        3.20(d)ERISA
        Plans

      Schedule
        3.20(f)Plan
        Litigation

      Schedule
        3.20(g)Effect
        of
        Agreement on Plans

      Schedule
        3.20(j)Open
        Relocation Cases

      Schedule
        3.21Transactions
        with Interested Persons

      Schedule
        3.25Bank
        Accounts

      Schedule
        3.28Former
        Business Transactions

      Schedule
        4.1Organization;
        Good Standing; Corporate Power

      Schedule
        4.6Legal
        Name; Principal Office

      Schedule
        4.7SPG’s
        Brokers

      Schedule
        5.1Conduct
        of Business

      Schedule
        5.2Earnout
        EBITDA

      Schedule
        5.2(c)(v)Term
        Note
        Provisions

      Schedule
        5.9Resignations

      Schedule
        5.10Non-Competition

      Schedule
        5.15Executive
        Officers

      Schedule
        5.16Transferred
        Employees

      


      


      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      CONTRIBUTION
        AGREEMENT

       

      


       

      THIS
        CONTRIBUTION AGREEMENT
        dated as
        of January 31, 2006 is made by and among Hercules Incorporated, a Delaware
        corporation (“Hercules”),
        WSP,
        Inc., a Delaware corporation (“WSP”
and
        together with Hercules, the “Stockholders”)
        and a
        wholly-owned subsidiary of Hercules, SPG/FV INVESTOR LLC, a Delaware limited
        liability company (“SPG”)
        and
        FiberVisions Delaware Corporation, a Delaware corporation (including any
        predecessor entity, the “Company”).

       

      Background

       

      WHEREAS,
        Hercules presently owns 510 shares of common stock, par value $.01 per share
        of
        the Company (“Hercules
        Shares”),
        which
        represents 51% of the Stock (as defined below) ;

       

      WHEREAS,
        WSP presently owns 490 shares of common stock, par value $.01 per share of
        the
        Company (“WSP
        Shares”),
        which
        represents 49% of the Stock;

       

      WHEREAS,
        the Hercules Shares and the WSP Shares, collectively, constitute all of the
        issued and outstanding capital stock of the Company (collectively, the
“Stock”);

       

      WHEREAS,
        on the Closing Date (as defined below), the Company and FiberVisions, A/S,
        a
        corporation organized and existing under the laws of the Kingdom of Denmark
        (“FV
        Denmark”)
        and a
        wholly owned subsidiary of the Company, shall incur the Debt Financing (as
        defined below) on the terms provided herein;

       

      WHEREAS, FV
        Denmark, holds all of the outstanding equity (“FPI
        Equity”)
        of
        FiberVisions Products, Inc., a Georgia corporation (“FPI”).

       

      WHEREAS,
        on the Closing Date, FV Denmark shall make a dividend of the FPI Equity to
        the
        Company and, upon the consummation of such dividend, FPI shall be a wholly-owned
        subsidiary of the Company and (ii) FV Denmark shall dividend its portion
        of the
        Debt Financing proceeds to the Company (the “Restructuring”).

       

      WHEREAS,
        immediately following the consummation of the Debt Financing and the
        Restructuring on the Closing Date, the Company shall pay the Hercules Dividend
        (as defined below) to Hercules and the WSP Dividend (as defined below) to
        WSP;

       

      WHEREAS,
        on the Closing Date, SPG shall contribute the Contribution Amount (as defined
        below) to the Company in exchange for 33.78% of the Stock of the Company
        (the
“SPG
        Shares”);

       

      WHEREAS,
        immediately following the Contribution on the Closing, the Company shall
        redeem
        all of the Hercules Shares in exchange for the payment by the Company to
        Hercules of the Redemption Price (as defined below) and the right to receive
        the
        Earnout Payments (as defined below);

       

      WHEREAS,
        WSP and SPG shall have entered into the Option Agreement (as defined below),
        pursuant to which WSP shall grant to SPG an option to acquire 140 shares
        of
        Stock, which represents 14% of the Stock, from WSP on the terms set forth
        in the
        Option Agreement; and

       

      WHEREAS,
        this Agreement provides for, among other things, each of the following, which
        are expressly conditioned on each other: (i) the Debt Financing; (ii) the
        Restructuring; (iii) certain dividends to each of Hercules and WSP; (iv)
        the Contribution by SPG; and (v) the redemption by the Company of the Hercules
        Shares.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and promises set forth
        herein, the parties hereto, intending to be legally bound, agree as
        follows:

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      SECTION
        1.   Definitions

       

      .
        For
        purposes of this Agreement, the following terms when appearing with initial
        capital letters will have the following meanings:

       

      “Adjusted
        EBITDA Floor”
shall
        have the meaning set forth in Section 2.3(e).

       

      “Affiliate”
of
        a
        Person shall mean a Person Controlling, Controlled by or under common Control
        with such Person.

       

      “Agent”
shall
        mean Credit Suisse First Boston, as administrative agent under the Credit
        Agreement.

       

      “Agreement”
shall
        mean this Contribution Agreement and the Schedules and Exhibits attached
        hereto.

       

      “Basket
        Amount”
shall
        have the meaning set forth in Section 8.2(b).

       

      “Cap
        Amount”
shall
        have the meaning set forth in Section 8.2(b).

       

      “Certificate
        of Incorporation”
shall
        mean the certificate of incorporation of the Company as filed with the Secretary
        of State of the State of Delaware and attached hereto as Exhibit A.

       

      “Closing”
shall
        have the meaning set forth in Section 2.1(b).

       

      “Closing
        Date”
shall
        have the meaning set forth in Section 2.1(b).

       

      “Closing
        Date Financial Statements”
shall
        have the meaning set forth in Section 2.3(a).

       

      “Closing
        Date Net Working Capital Statement”
shall
        have the meaning set forth in Section 2.3(a).

       

      “Code”
shall
        mean the Internal Revenue Code of 1986, as amended.

       

      “Company”
shall
        have the meaning set forth in the preamble hereto.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Company
        Group”
shall
        have the meaning set forth in Section 3.20(c).

       

      “Company
        Indemnified Parties”
shall
        have the meaning set forth in Section 8.1(d).

       

      “Company
        Indemnifying Parties”
shall
        have the meaning set forth in Section 8.1(a).

       

      “Competing
        Business”
shall
        mean the development, manufacture, marketing, sale and distribution of viscose,
        polypropylene, polyethylene, polyester, bi-component (defined as but not
        limited
        to staple fibers and continuous filaments made of two or more thermoplastic
        polymers having different melting points), staple fibers and filament yarns
        with
        and without additives to impart properties to the staple fibers and/or the
        filament yarns such as, but not limited to, color (solution dyed), dyeability,
        wettability and antimicrobial, and used in applications such as, but not
        limited
        to the production of nonwoven fabrics using a carded thermal bonded process,
        spunlace process, needlepunch process, airlaid process and combination thereof,
        the production of woven and knitted fabrics and the use in industrial
        applications such as, but not limited to, concrete reinforcement, concrete
        cracking prevention, automotive nonwoven, tea bags, wet laid applications,
        and
        binder fibers.

       

      “Confidential
        Information”
shall
        have the meaning set forth in Section 10.8(a).

       

      “Contract”
means
        any agreement, contract, obligation, promise, or undertaking (whether written
        or
        oral, express or implied) that is legally binding.

       

      “Contribution”
shall
        have the meaning set forth in Section 2.1(b)(i).

       

      “Contribution
        Amount”
shall
        have the meaning set forth in Section 2.1(b)(i).

       

      “Control”
and
        each derivative thereof shall mean the possession, directly or indirectly,
        of
        the power to direct or cause the direction of the management of a Person,
        whether through ownership of voting securities, by contract or
        otherwise.

       

      “Control
        Premium”
shall
        mean the Earnout Payments payable to Hercules by the Company, in respect
        of
        Hercules’ ownership of a controlling interest in the Company, which distribution
        amount shall be calculated in accordance with Section 5.2 hereof.

       

      “Credit
        Agreement”
shall
        mean the Amended and Restated Credit Agreement dated as of April 8, 2004
        by and
        among Hercules, certain subsidiaries of Hercules, several banks and financial
        institutions named therein, and Agent, as amended by that certain First
        Amendment dated as of August 12, 2004, as further amended by that certain
        Second
        Amendment dated as of June 29, 2005, and as further amended, restated, modified
        or supplemented.

       

      “Debt
        Financing”
shall
        have the meaning set forth in Section 5.3 of this Agreement.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Debt
        Financing Costs”
shall
        mean those certain fees and expenses specifically listed on Schedule
        2.2(a)
        incurred
        by the Company in connection with the consummation of the Debt
        Financing.

       

      “Definitive
        Agreements”
shall
        mean this Agreement, the Stockholders Agreement, the Transition Services
        Agreement, the Option Agreement and all other agreements, documents,
        certificates and other instruments to be executed and delivered by any party
        at
        the Closing.

       

      “Divestiture
        Notice”
shall
        have the meaning set forth in Section 5.10(a)(iii).

       

      “Earnout
        Accountant”
shall
        have the meaning set forth in Section 5.2(c)(ii).

       

      “Earnout
        EBITDA”
shall
        have the meaning set forth in Section 5.2(c)(i).

       

      “Earnout
        Payment”
shall
        have the meaning set forth in Section 5.2(a).

       

      “Election
        Notice”
shall
        have the meaning set forth in Section 5.10(a)(iii).

       

      “Encumbrance”
shall
        mean any encumbrance, security interest, mortgage, lien, pledge, claim, lease,
        agreement, right of first refusal, option, limitation on transfer or use
        or
        assignment or licensing, restrictive easement, charge or any other restriction
        or third party rights of any kind with respect to any property or assets
        (tangible or intangible), including any restriction on the ownership, use,
        voting, transfer, possession, receipt of income or other exercise of any
        attributes of ownership of such property or assets (whether tangible,
        intangible, real or personal).

       

      “Environmental
        Laws”
shall
        mean any Law relating to pollution or protection of the environment or human
        health or safety, including, without limitation, the use, handling,
        transportation, treatment, storage, disposal, release or discharge of Hazardous
        Materials.

       

      “Environmental
        Permits”
shall
        mean any permit, approval, identification number, license or other authorization
        required under or issued pursuant to any Environmental Law.

       

      “ERISA”
shall
        have the meaning set forth in Section 3.20(a).

       

      “Estimated
        Earnout EBITDA”
shall
        have the meaning set forth in Section 5.2(b)(i).

       

      “Executive
        Officers”
shall
        have the meaning set forth in Section 5.15(a).

       

      “FiberVisions
        Business”
shall
        mean the development, manufacture, marketing, sale and distribution of nonwoven
        polypropylene staple fiber used in carded thermal bonded fabrics for hygiene
        coverstock as well as olefin fiber for the domestic textile and industrial
        markets.

       

      “FiberVisions
        Group”
shall
        have the meaning set forth in Section 3.1(a).

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “FiberVisions
        Real Property”
shall
        have the meaning set forth in Section 3.10(b).

       

      “Final
        2005 Adjusted EBITDA”
shall
        have the meaning set forth in Section 2.3(b).

       

      “Final
        2005 Adjusted EBITDA Statement”
shall
        have the meaning set forth in Section 2.3(b).

       

      “Final
        Closing Date Net Working Capital”
shall
        have the meaning set forth in Section 2.3(b).

       

      Final
        Closing Date Net Working Capital Statement”
shall
        have the meaning set forth in Section 2.3(b).

       

      “Final
        Earnout EBITDA”
shall
        have the meaning set forth in Section 5.2(c)(iii).

       

      “Financial
        Statements”
shall
        have the meaning set forth in Section 3.5.

       

      “FPI”
shall
        have the meaning set forth in the preamble hereto.

       

      “FPI
        Equity”
shall
        have the meaning set forth in the preamble hereto.

       

      “FV
        Denmark”
shall
        have the meaning set forth in the preamble hereto.

       

      “GAAP”
shall
        mean accounting principles generally accepted in the United States consistently
        applied.

       

      “Governmental
        Entity”
shall
        mean any court, arbitrator or other foreign, federal, state or local
        governmental, regulatory or other administrative body, authority, department,
        commission, board, bureau, agency or instrumentality.

       

      “Gross
        Revenues”
shall
        have the meaning set forth in Section 5.10(a)(iii).

       

      “Group
        Employees”
shall
        have the meaning set forth in Section 3.20(a).

       

      “Hazardous
        Material”
shall
        mean (a) petroleum, petroleum products, by-products or breakdown products,
        radioactive materials, asbestos or polychlorinated biphenyls, and (b) any
        chemical, material or substance defined or regulated as hazardous, dangerous,
        infectious or toxic or as a pollutant, contaminant or waste, or any other
        term
        of similar import under any Law relating to pollution or protection of the
        environment or human health or safety or that could otherwise reasonably
        be
        expected to result in the imposition of liability under any Law relating
        to
        pollution or protection of the environment or human health or
        safety.

       

      “Hercules
        Dividend Amount”
shall
        have the meaning set forth in Section 2.1(a)(iii).

       

      “Hercules’
        Knowledge”
or
        any
        other phrase referring to the knowledge of Hercules means the actual knowledge,
        without independent verification, of the individuals listed on Schedule 1.1.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Hercules
        Shares”
shall
        have the meaning set forth in the preamble hereto.

       

      “HSR
        Act”
shall
        mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
        and
        the rules and regulations thereunder.

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 8.5.

       

      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 8.5.

       

      “Infringe”
shall
        have the meaning set forth in Section 3.11(a).

       

      “Intellectual
        Property Rights”
shall
        mean all intellectual property rights of any nature, including, without
        limitation, patents, patent applications, patent rights, trademarks, trade
        names, service marks, domain names, copyrights and works of authorship, computer
        programs, software and related items, trade secrets, proprietary processes,
        methodologies, technology, know-how and formulae.

       

      “Intercompany
        Balances”
means
        any and all intercompany balances between the FiberVisions Group, on the
        one
        hand, and the Hercules and WSP, and their Affiliates (other than the
        FiberVisions Group), on the other hand, arising from transactions of any
        kind
        between or among the FiberVisions Group, whether shown on the Most Recent
        Financial Statements or arising after the date of the Most Recent Financial
        Statements.

       

      “Investment
        Assets”
shall
        mean all debentures, notes and other evidences of indebtedness, stocks,
        securities (including rights to purchase and securities convertible into
        or
        exchangeable for other securities), interests in joint ventures and general
        and
        limited partnerships, mortgage loans and other investment or portfolio assets
        owned of record or beneficially by the Company (other than trade receivables
        generated in the Ordinary Course of Business).

       

      “Laws”
shall
        mean laws and binding governmental requirements, including constitutions,
        statutes, rules, regulations, compacts, treaties, codes, plans, injunctions,
        judgments, orders, decrees, rulings, charges, and other restrictions thereunder
        of each Governmental Entity.

       

      “Leased
        Real Property”
shall
        have the meaning set forth in Section 3.10(b).

       

      “Losses”
shall
        have the meaning set forth in Section 8.1(a).

       

      “Material
        Adverse Effect”
shall
        mean any change or effect that (a) is individually or together with any other
        change or effect materially adverse to the business, operations, properties
        (including intangible properties), condition (financial or otherwise), assets
        or
        liabilities of the Company and the Subsidiaries, taken as a whole, or
        (b) impairs in any material respect the ability of the Company and the
        Subsidiaries, taken as a whole, to perform its obligations under this Agreement
        or the Stockholders Agreement; provided that none of the following shall
        be
        deemed to constitute, and none of the following shall be taken into account
        in
        determining whether there has been, a Material Adverse Effect: any adverse
        change, event, development, or effect arising from or relating to (i)
        general
        business or economic conditions, including such conditions related to the
        business of the Company and the Subsidiaries; (ii)
        national
        or

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      international
        political or social conditions, including the engagement by the United States
        in
        hostilities, whether or not pursuant to the declaration of a national emergency
        or war, or the occurrence of any military or terrorist attack upon the United
        States, or any of its territories, possessions, or diplomatic or consular
        offices or upon any military installation, equipment or personnel of the
        United
        States; (iii)
        financial, banking, or securities markets (including any disruption thereof
        and
        any decline in the price of any security or any market index); (iv)
        changes
        in United States generally accepted accounting principles; (v)
        changes
        in laws, rules, regulations, orders or other binding directives issued by
        any
        Governmental Entity; (vi)
        the
        taking of any action contemplated by this Agreement or any of the other
        Definitive Agreements or any other agreements contemplated hereby and thereby;
        or (vii)
        any
        existing event, occurrence or circumstance set forth or referenced in Schedule
        3.6(a) or Schedule 5.1; provided that the events described in clauses (ii)-(v)
        above do not have a disproportionate impact on the Company and the Subsidiaries
        relative to other participants in the Company’s industry.

       

      “Most
        Recent Financial Statements”
shall
        have the meaning set forth in Section 3.5.

       

      “Net
        Working Capital”
shall
        have the meaning set forth on Schedule
        2.3.

       

      “Neutral
        Accountant”
shall
        have the meaning set forth in Section 2.3(b).

       

      “Objection
        Notice”
shall
        have the meaning set forth in Section 2.3(b).

       

      “Option
        Agreement”
shall
        mean the Option Agreement between WSP and SPG, substantially in the form
        attached to this Agreement as Exhibit C,
        to be
        executed and delivered at the Closing.

       

      “Order”
shall
        mean any judgment, order, writ, decree, injunction or other determination
        of any
        authority or arbitrator or similar body whose finding, ruling or holding
        is
        legally binding or is enforceable as a matter of right (in any case, whether
        preliminary or final).

       

      “Ordinary
        Course of Business”
shall
        mean the ordinary course of business of the Company consistent with past
        custom
        and practice since January 1, 2003.

       

      “Owned
        Real Property”
shall
        have the meaning set forth in Section 3.10(a).

       

      “PBGC”
shall
        have the meaning set forth in Section 3.20(f).

       

      “Pension
        Plan”
shall
        have the meaning set forth in Section 5.16(c).

       

      “Permitted
        Encumbrance”
shall
        mean as of any particular time: (a) liens for current state and local property
        taxes not yet due and payable; (b) covenants, restrictions, liens, encumbrances,
        servitudes, rights-of-way, easements, exceptions, limitations and agreements
        contained in instruments of record which, individually or in the aggregate,
        are
        not material in character, amount or extent and which do not materially
        adversely affect, detract from or inhibit the use or ownership of such assets
        or
        the conduct of the FiberVisions Business as presently used, owned or conducted;
        (c) any liens or encumbrances in connection with the Debt Financing; and
        (d) the
        items, if any, listed in Schedule
        1.2.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Person”
shall
        mean an individual, a partnership, a corporation, a limited liability company,
        an association, a joint stock company, a trust, a joint venture, any other
        form
        of business organization, an unincorporated organization, or a governmental
        entity (or any department, agency, or political subdivision
        thereof).

       

      “Plan”
shall
        have the meaning set forth in Section 3.20(a).

       

      “Principal
        Officer”
shall
        have the meaning set forth in Section 3.6(j).

       

      “Projections”
shall
        mean the twelve-month financial projections of the Company prepared by SPG
        for
        fiscal 2007 based on the unaudited financial statements for the ten-month
        period
        ended October 31, 2007 and projections for the fourth quarter ending on
        December 31, 2007, which shall include the computation of the Estimated
        Earnout EBITDA.

       

      “Purchasing
        Person”
shall
        have the meaning set forth in Section 5.10(a)(iii).

       

      “Real
        Property”
shall
        mean with respect to each parcel of land, such land, together with all
        buildings, facilities, houses and other structures and improvements thereon;
        all
        rights, privileges, hereditaments and appurtenances appertaining thereto;
        and to
        the extent constituting fixtures under applicable law, all installations,
        equipment and other property attached thereto or located thereon.

       

      “Registered
        Company IP”
shall
        have the meaning set forth in Section 3.11(a).

       

      “Registered
        Intellectual Property Rights”
shall
        mean all registered patents, trademarks, copyrights and domain
        names.

       

      “Required
        Consent Contract”
shall
        mean any Company Contract that requires the consent of another party to such
        Contract upon a change in control of the Company as is provided for in this
        Agreement.

       

      “Restructuring”
shall
        have the meaning set forth in the preamble hereto.

       

      “Retained
        Employees”
shall
        have the meaning set forth in Section 5.16(a).

       

      “Schedules”
shall
        mean the disclosure schedules delivered by each of the parties hereto, and
        which
        form a part of this Agreement.

       

      “Securities
        Act”
shall
        have the meaning set forth in Section 3.12(d).

       

      “SPG
        Indemnified Parties”
shall
        have the meaning set forth in Section 8.1(a).

       

      “SPG
        Indemnifying Parties”
shall
        have the meaning set forth in Section 8.1(d).

       

      “SPG
        Representatives”
shall
        have the meaning set forth in Section 5.21.

       

      “SPG
        Shares”
shall
        have the meaning set forth in the preamble hereto.

       

      “SPG
        Transaction Costs Cap”
shall
        have the meaning set forth in Section 2.2(c).

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Stock”
shall
        have the meaning set forth in the preamble hereto.

       

      “Stockholders”
shall
        have the meaning set forth in the preamble hereto.

       

      “Stockholders
        Agreement”
shall
        mean the form of the Stockholders Agreement attached hereto as Exhibit B.

       

      “Straddle
        Period”
shall
        have the meaning set forth in Section 8.1(a).

       

      “Subsidiaries”
shall
        mean any corporation, partnership, limited liability company or other entity
        a
        majority of the equity interests of which are held, directly or indirectly,
        by
        the Company.

       

      “Tax”
or
        “Taxes”
shall
        mean any and all federal, state, local, or foreign taxes, charges, fees,
        levies
        or other assessments, including, without limitation, income, gross receipts,
        license, payroll, employment, excise, severance, stamp, occupation, premium,
        windfall profits, environmental (including taxes under Section 59A of the
        Code),
        customs duties, capital stock, franchise, profits, withholding, social security
        (or similar), unemployment, disability, real property, personal property,
        sales,
        use, transfer, registration, value added, alternative or add-on minimum,
        and
        estimated taxes, or any other tax custom, duty, or governmental fee, or other
        like assessment or charge of any kind whatsoever, including any interest,
        penalty, or addition thereto, whether disputed or not.

       

      “Tax
        Election”
shall
        have the meaning set forth in the preamble hereto.

       

      “Tax
        Return”
shall
        mean any return, declaration, report, claim for refund or information return
        or
        statement relating to Taxes, including any schedule or attachment thereto,
        and
        including any amendment thereof, required to be filed with the Internal Revenue
        Service or any other governmental body or tax authority or agency, whether
        domestic or foreign, including any consolidated, combined or unitary tax
        return.

       

      “Term
        Note”
shall
        mean any term note issued in connection with Section 5.2(c)(v) with the terms
        set forth in Schedule
        5.2(c)(v).

       

      “Third
        Person”
shall
        have the meaning set forth in Section 8.6.

       

      “Third-Person
        Claim”
shall
        have the meaning set forth in Section 8.6.

       

      “Title
        IV Plan”
        shall
        have the
        meaning set forth in
        Section
        3.20(d).

       

      “Transactions”
shall
        mean all of the transactions contemplated in this Agreement, collectively,
        including, but not limited to, each of the transactions contemplated in Section
        2 hereof and all actions in furtherance thereof.

       

      “Transaction
        Costs Holdback”
shall
        have the meaning set forth in Section 2.1(a)(iii).

       

      “Transferred
        Employees”
shall
        have the meaning set forth in Section 5.16(a).

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Transition
        Services Agreement”
shall
        mean the Transition Services and Facilities Use and License Agreement between
        Hercules, the Company and SPG, substantially in the form attached to this
        Agreement as Exhibit D,
        to be
        executed and delivered at the Closing.

       

      “Treasury
        Regulations”
shall
        mean the regulations issued under the Code.

       

      “Working
        Capital Floor”
shall
        have the meaning set forth in Section 2.3(d)(i).

       

      “WSP
        Dividend Amount”
shall
        have the meaning set forth in Section 2.1(a)(iii) of this
        Agreement.

       

      “WSP
        Shares”
shall
        have the meaning set forth in the preamble to this Agreement.

       

      “WSP
        Transaction Costs Cap”
shall
        have the meaning set forth in Section 2.2(d).

       

      “2005
        Adjusted EBITDA”
shall
        mean the Company’s adjusted EBITDA for fiscal year 2005 calculated from the
        Company’s audited consolidated financial statements for the fiscal year ended
        December 31, 2005 in accordance with Schedule
        2.1(b)(iii).

       

      “2005
        Adjusted EBITDA Statement”
shall
        have the meaning set forth in Section 2.3(a).

       

      SECTION
        2.   Transactions

       

      .

       

      2.1  Transactions
        and Closing

       

      .

       

      (a)  The
        following transactions shall take place on the Closing Date and are expressly
        conditioned upon each other:

       

      (i)  Debt
        Financing.
        On the
        Closing Date, the Company shall effectuate the Debt Financing as set forth
        in
        Section 5.3.

       

      (ii)  Restructuring.
        On the
        Closing Date immediately following the consummation of the Debt Financing,
        FV
        Denmark shall effectuate the Restructuring.

       

      (iii)  Dividends
        to Stockholders.
        On the
        Closing Date immediately following the consummation of the Debt Financing
        and
        the Restructuring, the Company shall pay a dividend from the proceeds of
        the
        Debt Financing (1) to Hercules in the amount of Forty-One Million Eight Hundred
        Thousand Dollars ($41,800,000) (the “Hercules
        Dividend Amount”),
        and
        (2) to WSP in the amount of Forty Million Two Hundred Thousand Dollars ($40,
        200,000) (the “WSP
        Dividend Amount”).
        The
        remaining Eight Million Dollars ($8,000,000) in proceeds from the Debt Financing
        (the “Transaction
        Costs Holdback”)
        shall
        be used by the Company for payment of the Total Transaction Costs to the
        parties
        as set forth in Section 2.2(b).

       

      (b)  In
        addition, the following transactions shall take place on the Closing Date
        immediately following the transactions described in Section 2.(a)(i), (ii)
        and
        (iii) above and are expressly conditioned upon each other:

       

      (i)  Contribution
        and Issuance of the SPG Shares.
        On the
        terms and subject to the conditions set forth in this Agreement, on the Closing
        Date, SPG shall contribute to the Company in cash Twenty-Seven Million Dollars
        ($27,000,000) (the “Contribution
        Amount’)
        in
        exchange for the SPG Shares (the “Contribution”).
        Immediately following the Contribution, each of SPG and Hercules shall hold
        33.78% of the Stock of the Company and WSP shall hold 32.44% of the Stock
        of the
        Company.

       

      (ii)  Redemption
        of the Hercules Shares.
        On the
        terms and subject to the conditions set forth in this Agreement on the Closing
        Date immediately following the Contribution, the Company shall redeem all
        of the
        Hercules Shares for (i) the redemption price of Twenty-Seven Million Dollars
        ($27,000,000) (the “Redemption
        Price”),
        subject to the post-closing adjustments as set forth in Section 2.3; and
        (ii)
        the right to the Earnout Payments as set forth in Section 5.2. Upon satisfaction
        of the conditions set forth in this Agreement, SPG shall hold shares of Stock,
        which represent, in the aggregate, 51% of the Stock and WSP shall hold shares
        of
        Stock, which represent, in the aggregate, 49% of the Stock.

       

      (iii)  Option
        Agreement.
        At the
        Closing, WSP and SPG shall enter into an Option Agreement, substantially
        in the
        form of Exhibit C attached hereto, pursuant to which WSP grants SPG an option
        to
        acquire shares of Stock from WSP, which represents in the aggregate, a fourteen
        percent (14%) equity interest in Stock.

       

      (iv)  Transition
        Services Agreement.
        At the
        Closing, the Company and Hercules shall enter into a Transition Services
        Agreement, substantially in the form of Exhibit D
        attached
        hereto, pursuant to which Hercules agrees to provide certain services and
        support to the Company on a post-closing basis for a period not to exceed
        one
        (1) year from the Closing Date as provided in the Transition Services Agreement
        in exchange for the amounts to be paid to Hercules in connection with such
        services and/or support.

       

      (c)  Closing.
        The
        Closing shall take place on the last business day of the monthly accounting
        period of the Company following the date on which the conditions set forth
        in
        Article VI are satisfied or such other date as mutually agreed in writing
        by the
        parties hereto. The consummation of the transactions contemplated hereby
        shall
        be referred to herein as the “Closing”
and
        at
        11:59 p.m. on the date on which the Closing occurs shall be herein referred
        to as the “Closing
        Date.”
Time
        shall be of the essence with respect to the Closing Date. For the avoidance
        of
        doubt, the parties to this Agreement agree for tax purposes to treat the
        transactions described in Section 2.1(a) as occurring prior to the transactions
        described in Section 2.1(b)(i) and (ii). Any Taxes arising out of the
        Restructuring will be allocable to the Pre-Closing Tax Period and the income
        generated by the Restructuring will be included in the Tax Return for the
        consolidated group for which Hercules is the common parent. The Closing shall
        take place at the offices of Hercules Incorporated at Hercules Plaza, 1313
        North
        Market Street, Wilmington, DE 19894, or at such other location as the parties
        hereto may mutually agree.

       

      (d)  Closing
        Procedures.
        At the
        Closing, the parties shall deliver to each other the instruments, documents
        and
        consideration and shall take the actions specified in Sections 6 and 7
        hereof.

       

      (e)  Payments.
        All
        payments to be made under this Agreement shall be paid by wire transfer of
        immediately available funds.

       

      2.2  Total
        Transaction Costs

       

      .

       

      (a)  Each
        party shall pay its transaction costs at Closing and the parties shall be
        reimbursed in accordance with this Section 2.2. The Company shall pay all
        of the
        Debt Financing Costs. Any transfer taxes, including, but not limited to,
        registration or license fees, to be paid in connection with the Transactions
        shall be paid by the Company. At Closing, the Company shall submit to SPG
        and
        WSP a statement detailing the amount of the Debt Financing Costs. 

       

      (b)  At
        Closing, each of SPG and WSP shall submit to the Company invoices detailing
        transaction costs directly associated with this transaction, and the Company
        shall reimburse the Stockholders and SPG for such transaction costs, but
        only up
        to the caps described in 2.2(c) and 2.2(d).

       

      (c)  SPG
        shall
        be reimbursed by the Company for costs paid by SPG and invoiced to the Company
        in accordance with subsection (b) up to a maximum of 65% of the amount
        determined after deducting Debt Financing Costs paid by the Company from
        $8,000,000 (the “SPG
        Transaction Costs Cap”)

       

      (d)  WSP
        shall
        be reimbursed by the Company for costs paid by WSP and invoiced to the Company
        in accordance with subsection (b) up to a maximum of 35% of the amount
        determined after deducting Debt Financing Costs paid by the Company from
        $8,000,000 (the “WSP
        Transaction Costs Cap”)

       

      (e)  In
        the
        event that the SPG transaction costs exceed the SPG Transaction Costs Cap,
        SPG
        shall bear all of its transaction expenses that exceed the SPG Transaction
        Costs
        Cap. In the event that the WSP transaction costs exceed the WSP Transaction
        Costs Cap, WSP shall bear all of its transaction expenses that exceed the
        WSP
        Transaction Costs Cap.

       

      (f)  Except
        for the expenses to be reimbursed by the Company in accordance with this
        Section
        2.2, or as otherwise indicated herein, each party shall bear its respective
        expenses incurred in connection with the preparation and execution of the
        Definitive Agreements and the consummation of the Transactions.

       

      (g)  In
        the
        event that SPG does not exercise the Option during the option exercise period
        as
        provided in the Option Agreement, then SPG shall refund to WSP an amount
        equal
        to 14% of the sum of the SPG Transaction Costs Cap and the WSP Transaction
        Costs
        Cap.

       

      2.3  Redemption
        Price Adjustments

       

      .

       

      (a)  As
        promptly as reasonably practicable, but in any event not later than 60 days
        after the Closing Date, SPG shall deliver to Hercules (A) an unaudited balance
        sheet of the FiberVisions Group as of the Closing, which balance sheet shall
        be
        prepared from 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      the
        books
        and records of the FiberVisions Group using the same accounting principles,
        procedures, policies, and methods that were used to prepare the Financial
        Statements, including that such statements shall be prepared in accordance
        with
        GAAP as consistently applied (the “Closing
        Date Financial Statements”),
        (B) a
        written statement of the Net Working Capital (the “Closing
        Date Net Working Capital Statement”)
        and
        (C) a written statement of the 2005 Adjusted EBITDA (the “2005
        Adjusted EBITDA Statement”).

       

      (b)  The
        Closing Date Balance Sheet, the Closing Date Net Working Capital Statement
        (and
        the Closing Date Net Working Capital set forth therein) and the 2005 Adjusted
        EBITDA Statement (and the 2005 Adjusted EBITDA set forth therein) shall be
        final
        and binding on the parties unless, within 15 days after delivery thereof
        to
        Hercules, written notice is given by Hercules to SPG of its objection, setting
        forth in reasonable detail Hercules’ basis for objection (the “Objection
        Notice”).
        Hercules may dispute items reflected on the Closing Date Financial Statements
        and the Closing Date Net Working Capital Statement only on the basis that
        such
        items were not arrived at in conformity with the accounting principles,
        procedures, policies, and methods that were used to prepare the Financial
        Statements and in conformity with Schedule
        2.3(b)(i).
        Hercules may dispute items reflected on the 2005 Adjusted EBITDA Statement
        only
        on the basis that such items were not arrived at conformity with the accounting
        principles, procedures, policies and methods that were used to prepare the
        Financial Statements and in conformity with Schedule
        2.3(b)(ii).
        If the
        Objection Notice is given, Hercules and SPG shall consult with each other
        with
        respect to the objection. If Hercules and SPG are unable to reach agreement
        within 30 days after the Objection Notice has been given, the dispute shall
        be
        submitted, as promptly as reasonably practicable, for resolution to the New
        York
        office of Ernst & Young, LLP or a mutually agreeable third-party firm of
        independent registered public accountants (the “Neutral
        Accountant”).
        Hercules and SPG agree to execute, if requested by the Neutral Accountant,
        a
        reasonable engagement letter with the Neutral Accountant. The Neutral Accountant
        shall make a determination, based solely on presentations by Hercules and
        SPG
        and not by independent review, as to (and only as to) each of the items in
        dispute, and shall be instructed that, in resolving such items in dispute,
        it
        must select a position with respect to the Closing Date Financial Statements,
        the Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA
        Statement, as applicable that is either exactly SPG’s position with respect to
        the Closing Date Financial Statements, the Closing Date Net Working Capital
        Statement and/or 2005 Adjusted EBITDA Statement, as applicable or exactly
        Hercules’ position with respect to the Closing Date Financial Statements, the
        Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA
        Statement, as applicable, or that is between such position of SPG and such
        position of Hercules. The Neutral Accountant shall furnish its determination
        as
        to the items in dispute (which determination shall have been made in accordance
        with this Agreement) to Hercules and SPG in writing together with a revised
        version of the Closing Date Net Working Capital Statement and/or 2005 Adjusted
        EBITDA Statement, as applicable, which shall have been revised by the Neutral
        Accountant to reflect its determination. The determination of the Neutral
        Accountant and the revised version of the Closing Date Net Working Capital
        Statement and/or 2005 Adjusted EBITDA Statement, as applicable reflecting
        the
        Neutral Accountant’s determination shall be final, conclusive and binding upon,
        and non-appealable by, Hercules and SPG. In connection with its determination
        of
        the disputed items, the Neutral Accountant shall be entitled to rely upon
        the
        accounting records and similar materials prepared in connection with the
        Closing
        Date Financial Statements, the Closing Date Net Working Capital Statement
        and/or
        2005 Adjusted EBITDA Statement, as applicable.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      The
        Company shall pay the fees and expenses of the Neutral Accountant. Hercules
        and
        SPG shall each use reasonable efforts to cause the Neutral Accountant to
        render
        its decision as soon as reasonably practicable (but in no event later than
        30
        days following the expiration of the 30-day period provided above for Hercules
        and SPG to resolve disputes before submission to the Neutral Accountant),
        including by promptly complying with all reasonable requests by the Neutral
        Accountant for information, books, records, and similar items. The Closing
        Date
        Net Working Capital Statement as finally determined pursuant to this Section
        2.3(b) shall be referred to as the “Final
        Closing Date Net Working Capital Statement”
and
        the
        Closing Date Net Working Capital as set forth in the Final Closing Date Net
        Working Capital Statement shall be the “Final
        Closing Date Net Working Capital.”
The
        2005 Adjusted EBITDA Statement as finally determined pursuant to this Section
        2.3(b) shall be referred to as the “Final
        2005 Adjusted EBITDA Statement”
and
        the
        2005 Adjusted EBITDA as set forth in the Final 2005 Adjusted EBITDA Statement
        shall be the “Final
        2005 Adjusted EBITDA”.

       

      (c)  During
        the period following the delivery of the Closing Financial Statements until
        the
        Final Closing Date Net Working Capital Statement and/or Final 2005 Adjusted
        EBITDA Statement is finally determined, to the extent reasonably necessary,
        SPG
        shall and shall cause the FiberVisions Group to (A) provide Hercules and
        their
        authorized representatives with reasonable access to the books, records,
        facilities, and employees of the FiberVisions Group, (B) provide Hercules
        as
        promptly as practicable after the delivery of the Closing Date Financial
        Statements with financial information for the FiberVisions Group for the
        period
        ending on the Closing Date, and (C) cooperate fully with Hercules and their
        authorized representatives.

       

      (d)  If
        the
        Final Closing Date Net Working Capital is:

       

      (i)  less
        than
        Thirty-Five Million Dollars ($35,000,000) (the “Working
        Capital Floor”),
        Hercules shall pay to the Company a dollar amount equal to the difference
        of the
        Working Capital Floor minus the Final Closing Date Net Working Capital, plus
        interest on such amount at the Federal Funds Rate from the Closing Date through
        the date of payment.

       

      (ii)  equal
        to
        or greater than the Working Capital Floor, no payment shall be required to
        be
        made pursuant to this Section 2.3(d).

       

      (e)  If
        the
        Final 2005 Adjusted EBITDA is:

       

      (i)  less
        than
        Nineteen Million Two Hundred Ninety-Eight Thousand Dollars ($19,298,000.00)
        (the
“Adjusted
        EBITDA Floor”),
        Hercules shall pay to the Company, a dollar amount equal to 5.8 times the
        difference of (1) the Adjusted EBITDA Floor minus (2) the Final 2005 Adjusted
        EBITDA. 

       

      (ii)  equal
        to
        or greater than the Adjusted EBITDA Floor, no payment shall be required to
        be
        made pursuant to this Section 2.3(e).

       

      (f)  Any
        amounts required to be paid pursuant to Section 2.3 shall be paid by wire
        transfer of immediately available funds to the Company’s account within five
        business days after the Final Closing Date Net Working Capital and/or Final
        2005
        Adjusted EBITDA is determined in accordance with Section 2.3.

       

      (g)  Withholding
        Rights.
        SPG and
        the Company shall be entitled to deduct and withhold from the consideration
        otherwise payable to any Person pursuant to this Section 2 such amounts as
        it is
        required to deduct or withhold with respect to the making of such payment
        under
        any provision of federal, state, local or foreign tax law. If SPG or the
        Company
        so withholds amounts, such amounts shall be treated for all purposes of this
        Agreement as having been paid to such Person in respect of which SPG or the
        Company made such deduction or withholding.

       

      SECTION
        3.   Representations
        and Warranties of Hercules and WSP

       

      .
        Subject
        to Section 5.1 and Schedule
        5.1,
        Hercules and WSP hereby make the representations and warranties set forth
        in
        this Section 3 as of the date hereof and as of the Closing Date. EXCEPT FOR
        THE
        REPRESENTATIONS AND WARRANTIES SPECIFICALLY PROVIDED IN THIS SECTION 3, NO
        REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS
        OR
        IMPLIED IS MADE TO SPG.

       

      3.1  Organization;
        Good
        Standing; Corporate Power

       

      .

       

      (a)  Each
        of
        the Company and each Subsidiary (collectively, the “FiberVisions
        Group”)
        is a
        corporation, limited liability company, partnership or other legal entity
        duly
        formed, validly existing and in good standing under the laws of the jurisdiction
        of its incorporation or organization. The FiberVisions Group is duly qualified
        to do business and is in good standing under the laws of each jurisdiction
        in
        which the ownership of property or nature of the business conducted by it
        makes
        such qualification necessary.
        The
        Company, Hercules and WSP have made available to SPG true and complete copies
        of
        the organizational documents of each member of the FiberVisions Group as
        currently in effect and its organizational record books with respect to actions
        taken by its shareholders, members, directors and managers, as
        applicable.

       

      (b)  Each
        member of the FiberVisions Group has the requisite power and authority, and
        possesses all licenses and permits necessary, to own or lease and operate
        the
        properties and assets owned by it and to conduct the FiberVisions Business
        conducted by it. Each member of the FiberVisions Group, Hercules and WSP
        has the
        requisite power and authority to execute and deliver the Definitive Agreements
        to which it is a party and to consummate the Transactions. The Definitive
        Agreements have been or, as applicable, will be as of Closing, duly executed
        and
        delivered by the FiberVisions Group, Hercules and WSP, as applicable. The
        performance by the members of the FiberVisions Group, Hercules and WSP of
        each
        of their respective obligations under the Definitive Agreements (as applicable)
        have been duly and validly authorized by all necessary action or proceeding
        required to be taken therefor.

       

      (c)  This
        Agreement and each of the other Definitive Agreements, when executed and
        delivered by SPG, will constitute valid and legally binding obligations of
        each
        of the Company, Hercules and WSP, as applicable,
        enforceable in accordance with their respective terms, except as may be limited
        by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
        other laws of general application relating to or 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      affecting
        the enforcement of creditors’ rights generally, (ii) applicable federal or
        state securities law limiting rights of indemnification, and (iii) the
        effect of rules of law governing the availability of equitable
        remedies.

       

      3.2  Noncontravention

       

      .
        Except
        as set forth on Schedule
        3.2,
        neither
        the execution, delivery and performance of the Definitive Agreements by
        Hercules, WSP or the applicable members of the FiberVisions Group, nor the
        consummation of the Transactions by any such Person will: (a) conflict with
        or result in a violation by any member of the FiberVisions Group, Hercules,
        or
        WSP of their respective organizational documents; (b) conflict with or
        result in a breach of the terms, conditions or provisions of, or constitute
        a
        default under, or result in a violation of, or give rise to the termination,
        modification, cancellation or acceleration of the time for performance or
        payment under, in any case, whether with or without the passage of time or
        the
        giving of notice or both, any material agreement, contract, lease, license,
        instrument, evidence of indebtedness or other arrangement to which any member
        of
        the FiberVisions Group is a party or by which any member of the FiberVisions
        Group is bound, or to which any of the FiberVisions Group’s assets are subject,
        except in the case of clause (b) for possible defaults, actions or omissions
        as
        would not reasonably be expected to have a Material Adverse Effect; (c) except
        for the applicable requirements of such consents, approvals, Orders,
        authorizations or notices as set forth on Schedule
        3.2,
        violate
        any provision of any existing law, statute, judgment, decree, rule or regulation
        of any jurisdiction or any Order to which the Company or any of its assets
        or
        properties is subject; or (d) result in the creation or imposition of any
        Encumbrance on any of the material assets of the Company, except for Permitted
        Encumbrances, and except as would not be reasonably expected to have a Material
        Adverse Effect.

       

      3.3  Brokers

       

      .
        Except
        as set forth on Schedule
        3.3,
        neither
        the Company, WSP nor Hercules has employed or retained any broker, finder
        or
        intermediary in connection with the Transactions. The fees and expenses of
        any
        broker, finder or intermediary set forth on Schedule
        3.3
        shall be
        paid in accordance with Section 5.8 hereof.

       

      3.4  Equity
        Investments

       

      .
        Except
        as otherwise disclosed on Schedule
        3.4,
        the
        Company does not presently own of record or beneficially, directly or
        indirectly, or hold the right to acquire any capital securities or other
        ownership interest (or securities convertible into capital securities or
        other
        ownership interests) in any corporation, association, trust, partnership,
        limited liability company, joint venture, other business entity or other
        Person,
        except for investments in publicly traded or registered investment companies
        (e.g.,
        mutual
        funds), equity securities, debt instruments, annuities, life insurance or
        money
        market type instruments (e.g.,
        CDs,
        bank accounts), which relate to benefit and/or pension plans issued by entities
        in which the Company does not own more than five percent (5%) of the outstanding
        equity and does not actively participate in the business in which such
        investment is made.

       

      3.5  Financial
        Statements

       

      .
        Attached
        to Schedule
        3.5
        hereto
        are true and correct copies of the following financial statements of the
        FiberVisions Group (collectively, the “Financial
        Statements”):
        (a) audited consolidated financial statements for the fiscal years ended
        December 31, 2003 and December 31, 2004 and (b) unaudited
        consolidated financial statements as of and for the nine-month period ended
        September 30, 2005 (collectively, the “Most
        Recent Financial Statements”).
        The
        Financial Statements: (i) have been prepared from the 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      books
        and
        records of the FiberVisions Group; (ii) present fairly in all material
        respects the financial position of the FiberVisions Group as of the respective
        dates indicated and the results of operations and cash flows for the respective
        periods indicated; and (iii) have been prepared in accordance with GAAP as
        consistently applied.

       

      3.6  Operations
        in the Ordinary Course; No Material Adverse Effect

       

      .
        Except
        as set forth in Schedule
        3.6(a),
        there
        has been no Material Adverse Effect since January 1, 2005. Except as
        reflected in the Most Recent Financial Statements or in Schedule
        3.6(a),
        or, for
        changes, events or transactions in the Ordinary Course of Business or that
        have
        not resulted in a Material Adverse Effect, since September 30, 2005, none
        of the following events has occurred:

       

      (a)  any
        change in the assets, liabilities, financial condition or operating results
        of
        the FiberVisions Group, except as contemplated by this Agreement including,
        but
        not limited to, the transactions set forth in Section 2.3(a);

       

      (b)  any
        material damage, destruction, casualty or loss (whether or not covered by
        insurance) to the assets, properties, financial condition, operating results,
        or
        business of the FiberVisions Group;

       

      (c)  any
        increase in the benefits under, or the establishment or amendment of, any
        bonus,
        insurance, collective bargaining agreement, severance (including the granting
        of
        any severance or termination pay), deferred compensation, pension, retirement,
        profit sharing, option (including the granting of options, appreciation rights,
        performance awards or restricted securities awards), securities purchase
        or
        other employee benefit plan, or any other increase in the compensation payable
        or to become payable or otherwise accruing after the date hereof by Hercules,
        WSP or the FiberVisions Group to any present or former employee of the
        FiberVisions Group, except for amendments required to be made by Law or
        ministerial or administrative amendments;

       

      (d)  except
        as
        contemplated hereby or as shown on Schedule
        3.6(d),
        the
        entry by the FiberVisions Group, other than in the Ordinary Course of Business,
        into, material modification, termination, or cancellation of any transaction
        or
        contract material to the FiberVisions Group, or the entry into any commitment
        for the same, by the FiberVisions Group;

       

      (e)  except
        as
        shown on Schedule
        3.6(e),
        any
        transfer, mortgage, pledge, Encumbrance, assignment, sale or disposition
        by the
        FiberVisions Group of any portion of its non-current assets;

       

      (f)  any
        receipt by the FiberVisions Group of written notice that any Contract to
        which
        the FiberVisions Group is a party has been or will be canceled or materially
        altered prior to its expiration date;

       

      (g)  except
        as
        shown on Schedule
        3.6(g),
        any
        capital expenditure(s) or commitment to make any capital expenditures in
        the
        aggregate by the FiberVisions Group in excess of $2,400,000 which items will
        remain with the FiberVisions Business after the Closing Date;

       

      (h)  any
        satisfaction or discharge of any Encumbrance or payment of any obligation
        by the
        FiberVisions Group, except as shown on Schedule
        3.6(h),
        or as
        contemplated by this Agreement;

       

      (i)  except
        as
        set forth on Schedule
        3.6(i),
        any
        sale, assignment, disposition (in whole or in material part), Encumbrance
        (other
        than Permitted Encumbrances), license, sale or transfer of any material
        Intellectual Property Rights of the FiberVisions Group;

       

      (j)  any
        resignation or termination of employment of any principal officer of the
        FiberVisions Group listed on Schedule
        3.6(j)(i)
        (each, a
“Principal
        Officer”),
        or,
        to Hercules’ Knowledge, any impending resignation or termination of employment
        of any such Principal Officer, any such resignation or termination to be
        set
        forth on Schedule
        3.6(j)(ii);

       

      (k)  except
        as
        shown on Schedule
        3.6(k),
        any
        outstanding loans, advancement of money or property, or guarantees made by
        the
        FiberVisions Group, to or for the benefit of any current or former employee,
        officer, manager or director, or any members of their immediate families
        in
        excess of $25,000;

       

      (l)  any
        dividend, setting aside or payment or other distribution in respect of any
        of
        the Stock, or any direct or indirect redemption, purchase or other acquisition
        of any of the Stock by the FiberVisions Group, except as contemplated by
        this
        Agreement;

       

      (m)  any
        material extraordinary losses or waiver of any rights of material value by
        the
        FiberVisions Group;

       

      (n)  except
        as
        provided in this Agreement or the Option Agreement, any issuance, sale or
        transfer by any member of the FiberVisions Group of any of its capital stock
        or
        other equity securities, securities convertible into its capital stock or
        other
        equity securities or warrants, options or other rights to acquire its capital
        stock or other equity securities, any bonds or debt securities;

       

      (o)  any
        change in any of the accounting policies, practices or procedures of the
        FiberVisions Group;

       

      (p)  any
        amendments or modifications of the organizational documents of any member
        of the
        FiberVisions Group;

       

      (q)  any
        settlement or compromise by the FiberVisions Group of any suit, claim,
        proceeding or dispute or threatened suit, claim, proceeding or dispute;
        and

       

      (r)  any
        authorization, approval, agreement or commitment by any member of the
        FiberVisions Group to take any of the foregoing actions.

       

      (s)  any
        adoption of or change to any material Tax election, any change to any annual
        accounting period, any adoption or change to any accounting method with respect
        to Taxes, any filing of any amended Tax Return, any entering into any closing
        agreement, any settlement or compromise of any proceeding with respect to
        any
        Tax claim or assessment relating to the FiberVisions Group, any surrender
        of any
        right to claim a 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      refund
        of
        Taxes, any consent to any extension or waiver of the limitation period
        applicable to any Tax claim or assessment relating to the FiberVisions Group,
        or
        the taking of any other similar action relating to the filing of any Tax
        Return
        or the payment of any Tax.

       

      (t)  except
        as
        set forth on Schedule
        3.6(t),
        there
        have been no material changes in customer terms offered by the Company that
        either extend payment dates or provide for discounts.

       

      3.7  Undisclosed
        Liabilities

       


        .
          Except
          as set forth on Schedule
          3.7,
          no
          member of the FiberVisions Group has
          any
          obligations or liabilities (whether accrued, absolute, contingent, or otherwise,
          whether due or to become due and regardless of when or by whom asserted),
          except
          (i) liabilities incurred in the ordinary course of business since September
          30,
          2005, (ii) liabilities reflected on the Most Recent Financial
          Statements or
          the
          notes thereto, and (iii) liabilities otherwise disclosed in this
          Agreement.


       

      3.8  Legal
        Compliance

       

      .
        Except
        for such matters which do not have a Material Adverse Effect, each member
        of the
        FiberVisions Group is in compliance with all applicable Laws.

       

      3.9  Tax
        Matters

       

      .

       

      (a)  Each
        of
        the Company and the Subsidiaries has filed all material Tax Returns as required
        by Law and has paid all Taxes (whether or not shown to be due on such Tax
        Returns) owed by the Company and the Subsidiaries by their respective due
        dates
        (including extensions thereof). Such Tax Returns are correct and complete
        in all
        material respects. The provision for Taxes of the Company and the Subsidiaries
        as shown in the Most Recent Financial Statements is adequate for taxes due
        or
        accrued as of such date in accordance with GAAP, subject to normal recurring
        year-end adjustments.

       

      (b)  There
        is
        no audit exam, notice of deficiency, refund litigation, tax claim, or notice
        of
        assessment or proposed assessment pending, or to the Knowledge of the Company,
        threatened, involving the Company or any of the Subsidiaries, except with
        respect to tax years 2002 and 2003, which are currently open and subject
        to
        audit. Neither the Company nor any Subsidiary has granted or been requested
        to
        grant waivers of any statute of limitations applicable to any claim for taxes
        that are still in effect.

       

      (c)  There
        are
        no liens for Taxes with respect to the assets of the Company and the
        Subsidiaries (except for statutory liens for current Taxes not yet
        due).

       

      (d)  Each
        of
        the Company and the Subsidiaries has complied with all applicable Laws relating
        to the withholding of Taxes (including withholding of Taxes pursuant to Sections
        1441 and 1442 of the Code) and has, within the time and within the manner
        prescribed by Law, withheld and paid over to the proper taxing authorities
        all
        amounts required to be withheld and paid over under all applicable Laws in
        connection with amounts paid or owing to any employee, independent contractor,
        creditor, stockholder or other third party.

       

      (e)  No
        closing agreement pursuant to section 7121 of the Code (or any similar provision
        of state, local or foreign law) has been entered into by or with respect
        to the
        FiberVisions Group.

       

      (f)  No
        member
        of the FiberVisions Group has granted any waiver of any federal, state, local
        or
        foreign statute of limitations with respect to, or any extension of a period
        for
        the assessment of, any Tax.

       

      (g)  Neither
        the Company nor any of its U.S. Subsidiaries will be required to include
        any
        item of income in, or exclude any item of deduction from, taxable income
        for any
        taxable period (or portion thereof) ending after the Closing Date as a result
        of
        any (A) change in method of accounting for a taxable period ending on or
        prior
        to the Closing Date, (B) “closing agreement” as described in Section 7121 of the
        Code (or any corresponding or similar provision of state or local income
        Tax
        law) executed on or prior to the Closing Date, (C) intercompany transactions
        or
        any excess loss account described in Treasury Regulations under Section 1502
        of
        the Code (or any corresponding or similar provision of state or local income
        Tax
        law), (D) installment sale or open transaction disposition made on or prior
        to
        the Closing Date, or (E) prepaid amount received on or prior to the Closing
        Date.

       

      (h)  Neither
        the Company nor any U.S. Subsidiary has been a United States real property
        holding corporation within the meaning of Section 897(c)(2) of the Code during
        the applicable period specified in Section 897(c)(l)(A)(ii) of the
        Code.

       

      (i)  The
        FiberVisions Group has not engaged in any transaction that could give rise
        to
        (i) a registration obligation with respect to any Person under Section 6111
        of
        the Code or the regulations thereunder, (ii) a list maintenance obligation
        with
        respect to any Person under Section 6112 of the Code or the regulations
        thereunder, or (iii) a disclosure obligation as a “reportable transaction” under
        Section 6011 of the Code and the regulations thereunder.

       

      (j)  None
        of
        the Company’s non-U.S. Subsidiaries is a passive foreign investment company as
        defined under Sections 1291 and 1298 of the Code. None of the Company’s non-U.S.
        Subsidiaries has recognized a material amount of Subpart F income as defined
        in
        Section 952 of the Code during a taxable year of such Subsidiary that includes
        but does not end on the Closing Date.

       

      3.10  Real
        Property

       

      .

       

      (a)  Schedule
        3.10(a)
        describes all Real Property owned by the Company or any of the Subsidiaries
        that
        is used in the FiberVisions Business (the “Owned
        Real Property”).
        The
        Company and each Subsidiary listed on Schedule
        3.10(a),
        as
        applicable, owns fee simple title to all of the Owned Real Property set forth
        opposite each parties’ name on Schedule
        3.10(a)
        free and
        clear of any Encumbrances other than the Debt Financing and Permitted
        Encumbrances. None of the Owned Real Property is currently leased by any
        member
        of the FiberVisions Group to any Affiliate of the Company or to any third
        party.

       

      (b)  Schedule
        3.10(b)
        lists
        all of the Real Property leased to the FiberVisions Group (the “Leased
        Real Property”
and,
        together with the Owned Real Property, the “FiberVisions
        Real Property”),
        

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      together
        with a list of all such leases, including respective expiration dates and
        monthly rentals. To Hercules’ Knowledge, the FiberVisions Group has good and
        valid title to the leasehold estates in all Leased Property. Each of the
        leases
        listed on Schedule
        3.10(b)
        is in
        full force and effect and constitutes a legal, valid and binding obligation
        of
        the Company or a Subsidiary, as the case may be, and, to Hercules’ Knowledge,
        the other respective parties thereto and is enforceable in accordance with
        its
        terms. Under any such lease there is not any existing material breach or
        violation or default by any member of the FiberVisions Group, as the case
        may
        be, or to Hercules’ Knowledge, the other party thereto (or event or condition
        that, with notice or lapse of time would constitute a default).

       

      (c)  Except
        as
        set forth on Schedule
        3.10(c),
        there
        is no Real Property used in the FiberVisions Business that is not listed
        on
Schedule
        3.10(a)
        or
Schedule
        3.10(b).

       

      (d)  No
        Taxes,
        assessments, water charges or sewer charges relating to any of the Real Property
        are delinquent and there are no special Taxes, assessments or charges pending
        or, to the Knowledge of the Company, threatened against any of the Real
        Property, except for any Taxes that are currently the subject of an ongoing
        good
        faith dispute or appeal to the relevant governmental authority.

       

      (e)  All
        water, sewer, gas, electric, telephone and drainage facilities and other
        utilities required in the use and operation, in the ordinary course, of the
        Real
        Property, currently service the Real Property in such capacities are in
        compliance with applicable law.

       

      (f)  The
        Real
        Property being operated by the FiberVisions Group is maintained in compliance
        with all building code, zoning and other applicable local, state and federal
        ordinances, regulations and requirements that affect the use and operation
        thereof, except where a failure to comply with any such building code, zoning
        or
        other applicable local, state or federal ordinance would not have a Material
        Adverse Effect. Except as set forth on Schedule 3.10(f), no member of the
        FiberVisions Group has received any written notice of violation of any law,
        municipal ordinance, Order or requirement having jurisdiction over or affecting
        the Real Property and which could reasonably be expected to have a material
        adverse effect on the Real Property as presently used primarily in or held
        for
        use by the FiberVisions Business.

       

      (g)  The
        zoning classification of the various tracts comprising the Real Property
        permits
        the use of all and any part of the Real Property for the purposes and in
        the
        manner it is currently used. No member of the FiberVisions Group has received
        any written notice of any pending or contemplated change in the status of
        the
        zoning for any of Real Property. No member of the FiberVisions Group has
        any
        agreements currently in effect with any county or township in which any of
        the
        Real Property is located, or any other entity, public or private, that would
        prevent the use of any of the Real Property for the conduct of the FiberVisions
        Business in the ordinary course.

       

      (h)  There
        are
        no pending or, to Hercules’ Knowledge, threatened eminent domain proceedings,
        appropriation or other proceedings involving the taking of any of the Real
        Property.

       

      3.11  Intellectual
        Property

       

      .

       

      (a)  Schedule
        3.11(a)(i) hereto sets forth all Registered Intellectual Property Rights
        owned
        by (x) the FiberVisions Group or (y) Hercules or WSP or their Affiliates
        used
        primarily in or held for use by the FiberVisions Business (the “Registered
        Company IP”).
        Except as set forth in Schedule 3.11(a)(ii) hereto, (A) the FiberVisions
        Group
        owns or possesses a valid license to use or otherwise has the right to use
        all
        of the Registered Company IP used in its business as currently conducted
        or
        proposed to be conducted, free of all Encumbrances, except for Encumbrances
        incurred in connection with the Debt Financing and Permitted Encumbrances;
        (B)
        all of such Registered Company IP are valid and enforceable, to Hercules’
Knowledge, and have not expired or been abandoned; (C) to Hercules’ Knowledge,
        such Registered Company IP, and the operation of the FiberVisions Business,
        do
        not infringe, misappropriate or otherwise violate (“Infringe”)
        the
        rights of others and are not being Infringed by others; (D) there is no pending,
        or to Hercules’ Knowledge, threatened action or Order before any Governmental
        Entity against the FiberVisions Group with respect to Registered Intellectual
        Property Rights, excluding any patent, trademark, copyright or domain name
        applications, and, to Hercules’ Knowledge, there is no valid basis for same; (E)
        the FiberVisions Group does not share any right, title or interests in or
        use
        any material Intellectual Property Rights with Hercules or any Affiliate;
        and
        (F) as of the Closing Date, Hercules and its Affiliates will have transferred
        to
        the FiberVisions Group Intellectual Property Rights owned or held by any
        of them
        primarily for the use or benefit of the FiberVisions Group.

       

      (b)  Except
        as
        reflected in the Most Recent Financial Statements or as set forth on
Schedule
        3.11(b),
        no
        royalties, license fees or other compensation are payable by the FiberVisions
        Group to any other Person by reason of the ownership or use of any Intellectual
        Property Rights, and to Hercules’ Knowledge, no member of the FiberVisions Group
        has received written notice from any Person claiming any obligation or liability
        of any member of the FiberVisions Group (including any cease and desist letter
        or request to take a license) with respect to Intellectual Property
        Rights.

       

      (c)  Except
        as
        set forth on Schedule
        3.11(c),
        to
        Hercules’ Knowledge, none of the FiberVisions Group’s or any Stockholders’
officers, contractors, agents or employees has any claims whatsoever (whether
        direct, indirect or contingent) of right, title or interest in or to any
        of the
        Registered Company IP; nor, to Hercules’ Knowledge, are any of such individuals
        precluded by an agreement from engaging in any business which any member
        of the
        FiberVisions Group proposes to conduct as of the Closing Date. The FiberVisions
        Group takes all reasonable actions to protect and maintain their Registered
        Company IP and their ownership hereof.

       

      (d)  Except
        as
        set forth in Schedule
        3.11(d),
        there
        is, to Hercules Knowledge, no unregistered Intellectual Property Rights material
        to the Company and the Subsidiaries, taken as a whole, and (i) used in the
        operation of the FiberVisions Business, which Infringes the rights of others,
        and (ii) essential to the operation of the FiberVisions Business, which are
        being Infringed by others.

       

      (e)  Schedule
        3.11(e)(i)
        sets
        forth (i) all registrations being pursued but not yet obtained or issued
        and
        (ii) all applications for registration of patents, trademarks, copyrights
        and
        domain names 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      made
        by
        or on behalf of either the FiberVisions Group or Hercules, WSP or any of
        their
        Affiliates in connection with Intellectual Property Rights of the FiberVisions
        Group or Intellectual Property Rights used primarily in or held for use by
        the
        FiberVisions Group (the "Registrations").
        Except as set forth in Schedule
        3.11(e)(ii),
        to
        Hercules' Knowledge, the Registrations were made and prosecuted in good faith
        and, if granted, any such resultant patent, trademark, copyright or domain
        name
        shall be considered valid and enforceable.

       

      3.12  Capitalization
        of the Company and its Subsidiaries

       

      .

       

      (a)  Capitalization.
        As of
        the date hereof: (i) the authorized capital stock of the Company, and number
        of
        shares of each class of capital stock that is issued and outstanding, are
        set
        forth on Schedule
        3.12(a);
        and
        (ii) except as set forth on Schedule
        3.12(a),
        or as
        contemplated by this Agreement or the Stockholders Agreement, there are no
        outstanding equity or convertible securities of the Company or options,
        warrants, subscriptions, convertible debentures or other rights, commitments
        or
        any other similar agreements for the purchase of any capital stock of the
        Company.
        As of
        the Closing Date: (i) the only outstanding equity interests in the Subsidiaries
        are set forth on Schedule
        3.12(a);
        and
        (ii) except as set forth on Schedule
        3.12(a),
        or as
        contemplated by this Agreement or the organizational documents of the
        Subsidiaries, there are no outstanding equity or convertible securities of
        the
        Subsidiaries or options, warrants, subscriptions, convertible debentures
        or
        other rights, commitments or any other similar agreements for the purchase
        of
        any equity interests from the Subsidiaries. All Subsidiaries of the Company
        are
        set forth on Schedule
        1.3.

       

      (b)  Anti-Dilution.
        Except
        as contemplated by this Agreement, the Stockholders Agreement, the Certificate
        of Incorporation of the Company or as disclosed on Schedule
        3.12(b)
        attached
        hereto, there are no anti-dilution or price adjustment provisions contained
        in
        any of the Stock issued by any member of the FiberVisions Group (or in any
        agreement providing rights to Stockholders) that will be triggered by the
        transfer of the Hercules Shares.

       

      (c)  Voting
        Agreements, etc.
        Other
        than as set forth in the Stockholders Agreement, there are no voting trusts
        or
        agreements, stockholders agreements, pledge agreements, buy-sell agreements,
        transfer restrictions, rights of first refusal, rights of first offer, calls,
        preemptive rights, proxies relating to the equity interests of any member
        of the
        FiberVisions Group (whether or not such Person is a party thereto) or other
        rights or other agreements or commitments of any character obligating any
        such
        Person to issue, purchase, transfer or sell any of the equity
        interests.

       

      (d)  Registration
        Rights.
        Except
        as set forth on Schedule
        3.12(d),
        no
        Person has any right to cause the Company to effect the registration under
        the
        Securities Act of 1933, as amended (the “Securities
        Act”)
        of any
        of the Stock.

       

      (e)  Valid
        Issuances.
        All
        outstanding shares of Stock are, or upon issuance against consideration therefor
        will be, duly and validly authorized, validly issued, fully paid and
        non-assessable.

       

      3.13  Issuance
        of Securities

       

      .
        All of
        the Stock has been duly authorized and validly issued, fully paid and
        non-assessable and, assuming the accuracy of the representations and warranties
        of SPG in this Agreement, will be issued in compliance with all applicable
        federal and state securities laws.

       

      3.14  Required
        Consents;
        Approvals

       

      .
        Except
        as specifically contemplated by this Agreement or the Stockholders Agreement,
        no
        member of the FiberVisions Group is required to obtain any consent, approval,
        permit, authorization or order of, or make any filing or registration with,
        any
        Governmental Entity or stock market or any third party, including, without
        limitation, any filing under the HSR
        Act,
        in order
        for it to execute, deliver or perform any of its obligations under this
        Agreement or any other Definitive Agreement in accordance with the terms
        hereof
        or thereof or to transfer the Stock. Except as disclosed in Schedule
        3.14
        hereto,
        all consents, approvals, permits, authorizations, orders, filings and
        registrations which the FiberVisions Group is required to obtain pursuant
        to the
        preceding sentence have been obtained or effected on or prior to the date
        hereof.

       

      3.15  Contracts

       

      . (a)
        True
        and correct copies of all Material Contracts to which any member of the
        FiberVisions Group is a party or by which any of the properties, rights or
        assets used in the FiberVisions Business is bound or affected have been made
        available to SPG, or its advisers or representatives. “Material
        Contract”
shall
        mean any (i) Contract to which any member of the FiberVisions Group is a
        party which involve payments to or from any such member in excess of $75,000
        under its remaining term; (ii)  material license agreements (other
        than licenses arising from the purchase of “off the shelf” or other standard
        software products); (iii) material distributor, dealer, manufacturer’s
        representatives, sales agency, advertising, property, management or brokerage
        contracts; (iv) contracts outside of the Ordinary Course of Business for
        the future purchase of materials, supplies, services, merchandise or equipment
        involving payments of more than $75,000 under its remaining term; (v) contracts
        outside the Ordinary Course of Business for the purchase or sale of any real
        or
        personal property having a value of more than $150,000 or agreements or
        arrangements for the grant of any preferential rights to purchase any of
        the
        assets used in the FiberVisions Business, properties or rights having a value
        of
        more than $150,000; (vi) collective bargaining agreement or contract with
        any
        labor union, other than the national agreements described on Schedule
        3.19(a)(ii);
        (viii) guaranty of any obligation for borrowed money or other guaranty;
        (xi) lease or agreement under which it is lessee of, or holds or operates
        any real or personal property owned by any other party, for which the annual
        rental exceeds $75,000, other than as described on Schedule
        3.10(b);
        (ix) lease or agreement under which it is the lessor of or permits any
        third party to hold or operate any property, real or personal (including
        equipment), for which the annual rental exceeds $150,000; (x) joint venture
        agreements or arrangements or other agreements involving the sharing of profits,
        other than as described on Schedule
        3.10(b);
        (xi) Contracts with any Person that has the effect of limiting or
        restricting in any material respect, the FiberVisions Group’s ability to market,
        promote, sell or provide factoring in any geographic area as to or for the
        benefit of any Person; (xii) Contracts (or group of related contracts)
        under which the consequences to the FiberVisions Group of a default (by either
        the member of the FiberVisions Group, as the case may be, or the other party
        or
        parties to the contract(s) in question) or termination would have a Material
        Adverse Effect; and (xiii) Contracts with (A) Hercules or WSP or any
        Affiliate of either (other than the members of the FiberVisions Group) for
        matters other than those covered by the Transition Services Agreement, or
        (B)
        any officer, director or employee of another member of the FiberVisions Group,
        Hercules, WSP or any Affiliate of Hercules or WSP (other than employment
        agreements covered by clause (ii) above and other than as listed on Schedule
        3.19(a)(ii)).

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (b) Each
        of
        the Contracts: (i) has been duly and validly executed by the Company or a
        Subsidiary, as applicable, (ii) is in full force and effect in accordance
        with its terms, and (iii) constitutes the legal, valid and binding
        obligation of the applicable member of the FiberVisions Group and to Hercules’
Knowledge the other parties thereto and is enforceable by the Company or
        such
        Subsidiary, except as such enforcement may be limited by (1) applicable
        bankruptcy, insolvency, reorganization, moratorium or other laws of general
        application relating to or affecting the enforcement of creditors’ rights
        generally, (2) applicable federal or state securities laws limiting rights
        of indemnification and (3) the effect of rules of law governing the
        availability of equitable remedies.

       

      3.16  Insurance

       

      .
        Schedule
        3.16
        hereto
        sets forth information regarding all material insurance policies maintained
        by
        or for the benefit of the FiberVisions Group, including the insurer, the
        amount
        of the coverage (including applicable deductibles), the type of insurance,
        the
        policy number, any pending material claims thereunder as to which the
        FiberVisions Group has received notice and which relate to the FiberVisions
        Group and a summary of all material claims made thereunder as to which the
        FiberVisions Group has received notice and which relate to the FiberVisions
        Group in the twelve (12) months immediately preceding the date hereof. All
        of
        the insurance policies described on Schedule 3.16
        are in
        full force and effect in all material respects and will be maintained in
        full
        force and effect as they apply to any matter, action or event occurring through
        the Closing Date, and no member of the FiberVisions Group has reached or
        exceeded its policy limits for any insurance policies in effect at any time
        during the past three (3) years. No member of the FiberVisions Group is in
        default with respect to its material obligations under any of such insurance
        policies. The FiberVisions Group has not failed to give any notice of any
        claim
        under any such policy in due and timely fashion except to the extent such
        failure has been remedied or otherwise would not have a Material Adverse
        Effect.
        The FiberVisions Group has not received written, and to Hercules’ Knowledge,
        oral, notice of cancellation or nonrenewal of any such policy. The Company
        has
        not failed to pay premiums when due under the insurance policies described
        on
Schedule
        3.16,
        except
        to the extent such failure has been remedied or otherwise would not have
        a
        Material Adverse Effect.

       

      3.17  Environmental
        Matters

       

      .
        Except
        as set forth in Schedule 3.17, (i) the Company and each of the Subsidiaries
        operates, and during the term of all applicable statutes of limitation operated,
        in compliance in all material respects with all applicable Environmental
        Laws
        and, to Hercules' Knowledge, no condition or circumstance currently exists
        that
        would reasonably be expected to prevent or materially interfere with such
        compliance; (ii) there has been no release, threatened release, discharge,
        treatment, storage, installation, arranging for disposal or disposal by the
        Company, any of the Subsidiaries, or, to Hercules' Knowledge, any other Person,
        of Hazardous Materials on, at, under or from any Real Property (including
        any
        improvement thereon) or any other facility currently or previously owned,
        leased
        or operated by the Company or any of its Subsidiaries which would reasonably
        be
        expected to result in the imposition of any material liability on the Company
        or
        any Subsidiary under any Environmental Law; (iii) the Company and the
        Subsidiaries have all material Environmental Permits necessary to conduct
        the
        FiberVisions Business; (iv) no action, suit, claim, proceeding, inquiry or
        investigation is pending, or, 


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      to
        Hercules' Knowledge, threatened, by any Governmental Entity or other Person
        against the Company or any of the Subsidiaries relating to any Environmental
        Law; (v) the Company has made available to SPG, or its advisers or
        representatives, copies of all non-privileged material reports, studies,
        analyses, tests or monitoring possessed, controlled or initiated by the Company
        pertaining to either any Hazardous Materials released on, at or under any
        Real
        Property or any other facility currently or previously owned, or leased or
        operated by the Company or any of the Subsidiaries or the Company's or the
        Subsidiaries' compliance with, or liability under, Environmental Laws; and
        (vi)
        neither the execution of this Agreement by Hercules or WSP nor their respective
        consummation of the Transactions requires a consent, filing, notice or
        submission under or relating to any applicable Environmental Law.

      


       

      3.18  Litigation

       

      . Except
        as
        set forth on Schedule
        3.18,
        (a)
        there is no action, suit, claim, proceeding, inquiry or investigation at
        law or
        in equity before any Governmental Entity, pending or, to Hercules’ Knowledge,
        threatened against or relating to any member of the FiberVisions Group or
        any of
        their respective officers, managers or directors in their capacity as such,
        including, but not limited to, discrimination claims, retaliatory discharge
        claims, sexual harassment claims and claims of unfair labor practices, that
        would have a Material Adverse Effect and, to Hercules’ Knowledge, there are no
        facts or circumstances that would reasonably be expected to result in such
        action, and (b) no
        member
        of the FiberVisions Group is subject to any arbitration proceedings under
        collective bargaining agreements or otherwise, or to any outstanding judgment,
        order or decree of any court or Governmental Entity.

       

      3.19  Employment
        Relations

       

      .

       

      (a)  Except
        as
        set forth on Schedule
        3.19(a)(i),
        (i)
        each member of the FiberVisions Group is in material compliance with all
        federal, state or other applicable laws, respecting employment and employment
        practices, safety, terms and conditions of employment and wages and hours,
        and,
        to Hercules’ Knowledge, has not and is not engaged in any unfair labor practice
        and has not been advised of any effort to organize any of the Company’s work
        force for collective bargaining purposes, (ii) none of the members of the
        FiberVisions Group have or maintain written employment or consultation
        agreements with any employee of, or consultant to, any member of the
        FiberVisions Group (other than those employment and consultant agreements,
        including national agreements, listed on Schedule
        3.19(a)(ii)),
        and
        (iii) none of the members of the FiberVisions Group extend any perquisite
        or benefits to any employee or consultant other than the perquisites and
        benefits described in Sections
        3.15, 3.19 or 3.20
        hereto.

       

      (b)  No
        member
        of the FiberVisions Group maintains or sponsors any defined benefit pension
        plan
        covered by Title IV of ERISA nor has any member of the FiberVisions Group
        ever
        participated in any multi-employer pension trust (Taft Harley pension plan).
        Except as set forth on Schedule
        3.20(a),
        no
        member of the FiberVisions Group on its own, or together with any other member
        of the FiberVisions Group, maintains or is it a contractual party to any
        welfare
        benefit plan as defined in Title I of ERISA other than its participation
        in
        Hercules sponsored welfare benefit plans.

       

      3.20  Employee
        Benefit Plans

       

      .

       

      (a)  Schedule
        3.20(a)
        contains
        a true and complete list of each “employee benefit plan” within the meaning of
        Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
        (“ERISA”),
        except for employee benefit plans as to which the expenses and liabilities
        thereunder could not exceed $25,000 in any one year, including, without
        limitation, all severance, bonus, equity compensation, pension, retirement,
        insurance, collective bargaining, profit sharing, medical, vision, hearing,
        dental, prescription drug, health, life insurance, disability, flexible benefit,
        employee assistance, employee loan, tuition reimbursement, dependent care
        assistance, pre-paid legal, employment, consulting, retention, change of
        control, deferred compensation, incentive compensation, stock purchase, stock
        option or fringe benefit plans, agreements, programs, policies or other
        arrangements or understandings, whether or not subject to ERISA (including
        any
        funding mechanism therefor now in effect or required in the future as a result
        of the transactions contemplated by this Agreement or otherwise) whether
        written
        or unwritten, formal or informal, legally binding or not, under which (i)
        any
        current or former employee, officer, director or independent contractor of
        the
        Company or of any other member of the FiberVisions Group (the “Group
        Employees”)
        has
        any present or future right to benefits and which are contributed to, sponsored
        by or maintained by any member of the FiberVisions Group or of the Company
        Group
        (as defined below), or (ii) any member of the FiberVisions Group or of the
        Company Group has had or has any present or future liability providing benefits
        for any Group Employee. Each such plan, agreement, program, policy and
        arrangement (including any such arrangement contained within the provisions
        of
        an individual employment or consulting agreement and employee benefit plans
        as
        to which the expenses and liabilities thereunder could not exceed $25,000
        in any
        one year) shall each be referred to as a “Plan”.

       

      (b)  With
        respect to each Plan, except for employee benefit plans as to which the expenses
        and liabilities thereunder could not exceed $25,000 in any one year, Hercules
        has delivered or otherwise made available to SPG, or its advisers or
        representatives, true and complete (i) copies of all plan documents (including
        all amendments), trust documents, employee benefit insurance contracts and
        summary plan descriptions.

       

      (c)  Each
        Plan
        hereto has at all times been maintained and administered in all material
        respects in accordance with its terms and the applicable requirements of
        the
        Code, ERISA and any other applicable Law. Except as set forth on Schedule
        3.20(c),
        (i) no
        event has occurred and no condition exists that would subject the Company
        or any
        other member of the FiberVisions Group by reason of their affiliation with
        any
        member of their controlled group of organizations (within the meaning of
        Section
        414(b), (c), (m) or (o) of the Code) (collectively, the “Company
        Group”)
        to any
        tax, fine, lien, penalty or other liability imposed by ERISA, the Code or
        other
        applicable Law, (ii) no “reportable event” (as such term is defined in Section
        4043 of ERISA) that could reasonably be expected to result in liability has
        occurred with any Plan, and (iii) no nonexempt “prohibited transaction” (as such
        term is defined in Section 406 of ERISA and Section 4975 of the Code) has
        occurred with respect to any Plan.

       

      (d)  Except
        as
        set forth on Schedule
        3.20(d),
        no
        member of the FiberVisions Group or of the Company Group (i) now maintains
        or
        has ever maintained a plan (whether or not identified on Schedule
        3.20(a))
        that is
        subject to Title IV of ERISA (each, a “Title
        IV Plan”),
        (ii)
        participates in, contributes to, or at any 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      time
        during the last 15 years participated in or has been obligated to contribute
        to,
        a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), or has
        ever incurred any withdrawal liability with respect to a multiemployer pension
        plan which remains unsatisfied; or (iii) now maintains or has ever maintained
        a
        plan (whether or not identified on Schedule
        3.20(a))
        which
        provides for benefits or coverage of any former Group Employee or his or
        her
        dependents, except to the extent required by Section 4980B of the Code or
        Section 601, et seq.,
        of
        ERISA.

       

      (e)  All
        material contributions required to have been made to any Plan or Title IV
        Plan
        by any member of the FiberVisions Group or any member of the Company Group
        have
        been made within the time required by the Plan or Title IV Plan and applicable
        Law.

       

      (f)  Except
        as
        set forth on Schedule
        3.20(f),
        there
        are (i) no material actions, suits, negotiations, demands, proposals,
        investigations, proceedings or claims pending, or to Hercules’ Knowledge,
        threatened (other than routine claims for benefits) with respect to any Plan
        or
        Title IV Plan, (ii) no written or oral communication has been received from
        the
        Pension Benefit Guaranty Corporation (the “PBGC”)
        in
        respect of any Title IV Plan concerning the funded status of any such plan
        or
        any transfer of assets and liabilities from any such plan in connection with
        the
        transactions contemplated herein, and (iii) no administrative investigation,
        audit or other administrative proceeding by the Department of Labor, the
        PBGC,
        the Internal Revenue Service or other governmental agencies are pending,
        threatened or in progress (including, without limitation, any routine requests
        for information from the PBGC).

       

      (g)  Except
        as
        set forth on Schedule
        3.20(g),
        no plan
        exists that, as a result of the execution of this Agreement, shareholder
        approval of this Agreement, or the transactions contemplated by this Agreement
        (whether alone or in connection with any subsequent event(s)), could result
        in:
        (i) severance pay or any increase in severance pay upon any termination of
        employment after the date of this Agreement, (ii) accelerate the time of
        payment or vesting or result in any payment or funding (through a grantor
        trust
        or otherwise) of compensation or benefits under, increase the amount payable
        or
        result in any other material obligation pursuant to, any of the Plans,
        (iii) limit or restrict the right of any member of the FiberVisions Group
        to merge, amend or terminate any of the FiberVisions Group sponsored Plans,
        (iv) cause any member of the FiberVisions Group to record additional
        compensation expense on its income statement with respect to any outstanding
        stock option or other equity-based award, or (v) result in payments under
        any of the Plans which would not be deductible under Section 280G of the
        Code.

       

      (h)  No
        member
        of the FiberVisions Group, or any member of the Company Group has any unpaid
        civil liability under Section 502(l) of ERISA.

       

      (i)  Each
        Plan
        that is intended to be qualified under Section 401(a) of the Code has received
        a
        favorable determination letter that is currently effective as to such
        qualification from the Internal Revenue Service, or is entitled to rely on
        a
        favorable opinion letter that is currently effective issued by the Internal
        Revenue Service to a prototype plan sponsor. Neither the Company, nor any
        member
        of the Company Group knows of an event that has occurred, either by reason
        of
        any action or failure to act, which would cause any such Plan not to be so
        qualified under Section 401(a) of the Code.

       

      (j)  Schedule
        3.20(j)
        lists
        open relocation cases for which the Company has accrued expenses.

       

      3.21  Transactions
        with Interested Persons

       

      .
        Except
        as disclosed on Schedule
        3.21
        hereto,
        (a) no officer, director, or 5% stockholder or Affiliate of any member of
        the
        FiberVisions Group, Hercules or WSP, or any individual in the immediate
        household of any individual listed on Schedule
        1.1
        is a
        party to any agreement, contract, commitment or transaction with any member
        of
        the FiberVisions Group nor has any material interest in any material property
        used by any member of the FiberVisions Group, other than in the Ordinary
        Course
        of Business, and (b) to Hercules’ Knowledge, none of the foregoing owns,
        directly or indirectly, a material interest in any business that is a
        competitor, customer or supplier of any member of the FiberVisions Group.
        To
        Hercules’ Knowledge, no Principal Officer is considering termination of
        employment. To Hercules’ Knowledge, there is no contractual restriction
        precluding or restricting the Company from employing as a key management
        employee any Person presently employed by the Company or any Person to whom
        an
        offer of such employment by the Company is currently pending.

       

      3.22  Customers
        and Suppliers

       

      .
        To
        Hercules’ Knowledge, since the Most Recent Financial Statements, no member of
        the FiberVisions Group has received any notice, to the effect that any of
        the
        ten largest customers or the ten largest suppliers (for the nine months ended
        September 30, 2005) may terminate or materially alter its business relations
        with any member of the FiberVisions Group, either as a result of the
        transactions contemplated by the Definitive Agreements or
        otherwise.

       

      3.23  Inventory

       

      .
        The
        inventory of each member of the FiberVisions Group (a) is sufficient for
        the
        operation of such entity in the ordinary course consistent with past practice,
        (b) consists of items which are good and merchantable within normal trade
        tolerances, (c) is of a quality and quantity presently usable or saleable
        in the
        ordinary course of business (subject to applicable reserves), (d) is valued
        on
        the books and records of such entity at the lower of cost or market with
        the
        cost determined under the first-in-first-out or weighted average inventory
        valuation method consistent with past practice and (e) is subject to reserves
        determined in accordance with GAAP consistently applied. No previously sold
        inventory is subject to returns in excess of those historically experienced
        by
        each member of the FiberVisions Group. Stores and Spares Inventory are valued
        consistent with the Hercules practices used in the Financial
        Statements.

       

      3.24  Accounts
        Receivable; Accounts Payable

       

      .

       

      (a)  The
        Company, Hercules and WSP have delivered to Buyer schedules of the FiberVisions
        Group’s accounts receivable as of the date of the balance sheet included in the
        Most Recent Financial Statements (the “Receivables”)
        showing the amount of each such Receivable and an aging of amounts due
        thereunder (the “Receivables
        Schedules”),
        which
        schedules are true and complete as of that date. Except as provided for in
        the
        allowance for doubtful accounts (such allowance having been determined in
        accordance with Company policies consistently applied), all Receivables which
        are reflected on the balance sheet included in the Most Recent Financial
        Statements (i) are valid, (ii) represent monies due for goods sold and delivered
        or services rendered in the ordinary course of business, (iii) are not subject
        to any material refunds or material adjustments or any material 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      defenses,
        rights of set-off, assignment, restrictions, security interests or other
        Encumbrances and (iv) to Hercules’ knowledge, no debtor who, as of the date of
        the balance sheet included in the Most Recent Financial Statements, owed
        the
        FiberVisions Group more than $100,000, is involved in or subject to a bankruptcy
        or insolvency proceeding, except as provided in the reserve. Except as set
        forth
        on the attached Receivables Schedule, all such Receivables are current, and
        there are no disputes regarding the collectibility of any such
        Receivables.

       

      (b)  The
        accounts payable of FiberVisions Group reflected or on the balance sheet
        included in the Most Recent Financial Statements arose from bona fide
        transactions in the ordinary course of business.

       

      3.25  Bank
        Accounts

       

      .
        Schedule
        3.25
        hereto
        sets forth a list of the bank names, locations and account numbers of all
        bank
        and safe deposit box accounts maintained by or for the benefit of the
        FiberVisions Group, including any custodial accounts for securities owned
        by the
        FiberVisions Group, and the names of all persons authorized to draw thereon
        or
        have access thereto.

       

      3.26  Title

       

      .
        Hercules is the beneficial and record owner of all of the Hercules Shares.
        Hercules has good and marketable title to the Hercules Shares, free and clear
        of
        any Liens, except with respect to liens granted in connection with the Debt
        Financing and the Credit Agreement. WSP is the beneficial and record owner
        of
        all of the WSP Shares. WSP has good and marketable title to the WSP Shares,
        free
        and clear of any Liens, except with respect to liens granted in connection
        with
        the Debt Financing and the Credit Agreement. Upon consummation of the
        transactions contemplated by this Agreement in accordance with the terms
        hereof,
        SPG will acquire good and marketable title to all of the Hercules Shares,
        free
        and clear of any Liens, other than transfer restrictions under federal and
        state
        securities laws, any Liens granted by SPG and the liens granted in connection
        with the Debt Financing.

       

      3.27  Asbestos

       

      .
        To
        Hercules’ Knowledge, (i) asbestos has never been incorporated into any products
        manufactured or sold by any member of the FiberVisions Group and (ii) no
        claim
        by any Person (including employees) has ever been asserted against any member
        of
        the FiberVisions Group, which claim alleges bodily injury or death from exposure
        to asbestos.

       

      3.28  Former
        Business Transactions

       

      .
        Schedule 3.28 sets forth a list of all business transactions not in the ordinary
        course of business consummated since January 1, 1997 by any member of the
        FiberVisions Group involving sales of businesses or dispositions of capital
        assets (having a net book value of more than $250,000 at the time of the
        transaction).

       

      3.29  Survival
        of Representations

       

      .
        All
        representations and warranties set forth in Sections 3.9 and 3.20 shall survive
        until 30 days after the expiration of the applicable statute of limitations.
        All
        representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4,
        3.12
        and 3.26 shall survive indefinitely. All representations and warranties set
        forth in Section 3.17 shall survive the Closing Date for a period of two
        (2)
        years. All other representations and warranties contained in this Section
        3
        shall survive the Closing Date for a period of eighteen (18)
        months.

       

      SECTION
        4.   Representations,
        and Warranties of SPG

       

      .
        SPG
        represents and warrants to the Company and the Stockholders as
        follows:

       

      4.1  Organization;
        Good Standing; Corporate Power

       

      .

       

      (a)  SPG
        is a
        limited liability company duly formed, validly existing and in good standing
        under the laws of the jurisdiction of its formation, as set forth in
Schedule
        4.1,
        and is
        duly qualified to do business and is in good standing under the laws of each
        jurisdiction in which the ownership of property or nature of the business
        conducted by it makes such qualification necessary.

       

      (b)  SPG
        has
        the requisite power and authority to execute and deliver the Definitive
        Agreements and to consummate the Transactions. The Definitive Agreements
        have
        been or, as applicable, will be as of Closing, duly executed and delivered
        by
        SPG. The performance by SPG of its obligations under the Definitive Agreements
        have been duly and validly authorized by all necessary action or proceeding
        required to be taken therefor.

       

      (c)  This
        Agreement and each of the other Definitive Agreements, when executed and
        delivered by the Company, Hercules and WSP (as applicable), will constitute
        valid and legally binding obligations of SPG, enforceable in accordance with
        their respective terms, except as may be limited by (i) applicable
        bankruptcy, insolvency, reorganization, moratorium or other laws of general
        application relating to or affecting the enforcement of creditors’ rights
        generally, (ii) applicable federal or state securities law limiting rights
        of indemnification, and (iii) the effect of rules of law governing the
        availability of equitable remedies.

       

      4.2  Noncontravention

       

      .
        The
        execution, delivery and performance of the Definitive Agreements by SPG and
        the
        consummation by SPG of the Transactions will not (a) conflict with or
        result in a violation of SPG’s organizational documents or (b) conflict
        with or result in a breach of the terms, conditions or provisions of, or
        constitute a default under, or result in a violation of, or give rise to
        the
        termination, modification, cancellation or acceleration of the time for
        performance or payment under, in any case, whether with or without the passage
        of time or the giving of notice or both, any FiberVisions Group agreement,
        contract, lease, license, instrument, evidence of indebtedness or other
        arrangement to which SPG is a party or by which SPG is bound, or to which
        any of
        SPG’s assets is subject; or (c) violate any provision of any existing law,
        statute, judgment, decree, rule or regulation of any jurisdiction or any
        to
        which SPG or any of its properties or assets is subject. SPG is not in violation
        of its organizational documents.

       

      4.3  Investment

       

      .
        SPG is
        acquiring the Hercules Shares for its own account for the purpose of investment
        and not with a view to or for sale in connection with any public distribution
        thereof, nor with any present intention of distributing or selling the same,
        and
        it has no obligation, indebtedness or commitment providing for the disposition
        thereof. SPG represents that it will not distribute or transfer any of the
        Hercules Shares, in the United States except in compliance with applicable
        federal and state securities laws, and only in compliance with the applicable
        provisions and restrictions set forth in the Stockholders Agreement. SPG
        further
        represents that it understands that: (a) the Hercules Shares have not been
        registered under the Securities Act or the securities laws of 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      any
        state
        by reason of their issuance in a transaction exempt from the registration
        requirements of the Securities Act pursuant to Section 4(2) thereof predicated
        upon SPG’s warranties contained in this Section 4; and (b) the Hercules Shares
        cannot be sold unless a subsequent disposition thereof is registered under
        the
        Securities Act and under any applicable state securities law or is exempt
        from
        such registration.

       

      4.4  Knowledge

       

      .
        SPG
        represents and warrants to the Company that under all applicable securities
        laws
        and otherwise, it has (i) such knowledge and experience in financial and
        business matters as is necessary to enable it to evaluate the merits and
        risks
        of an investment in the Company; and (ii) it has such liquidity and capacity
        to
        sustain a complete loss of its investment in the Company. SPG acknowledges
        that
        it, or its advisers or representatives, has been afforded: (a) the opportunity
        to ask such questions as it has deemed necessary of, and to receive answers
        from, representatives of the Company concerning the merits and risks of
        investing in the Company; (b) access to information about the Company and
        the
        Subsidiaries, their respective results of operations, financial condition
        and
        cash flow, and business, in each case sufficient to enable SPG to evaluate
        whether to proceed with the execution and delivery of this Agreement and
        the
        acquisition of the Hercules Shares; and (c) the opportunity to obtain such
        additional information that the Company or the Subsidiaries possess, or can
        acquire without unreasonable effort or expense, that is necessary to make
        an
        informed investment decision with respect to the acquisition of the Hercules
        Shares. SPG understands and acknowledges that no foreign, federal or state
        authority has made any finding or determination as to the fairness for
        investment of the Hercules Shares or has recommended or endorsed the Hercules
        Shares.

       

      4.5  Accredited
        Investor

       

      .
        SPG is
        an “accredited investor” within the meaning of Regulation D promulgated under
        the Securities Act.

       

      4.6  Accuracy
        of Certain Information

       

      .
        The
        state or country of SPG’s principal office and its exact legal name are
        accurately set forth on Schedule
        4.6
        hereto.

       

      4.7  Brokers

       

      .
        Except
        as set forth on Schedule
        4.7
        hereto,
        SPG has not employed or retained any broker, finder, or intermediary in
        connection with the Transactions. The fees and expenses of any broker, finder
        or
        intermediary set forth on Schedule
        4.7
        shall be
        paid in accordance with Section 5.8 hereof.

       

      4.8  Required
        Consents; Approvals

       

      .
        SPG is
        not required to obtain any consent, authorization or order of, or make any
        filing or registration with, any court, governmental agency, regulatory agency
        or stock market or any third party, including, without limitation, filings
        under
        the HSR
        Act,
        in
        order for it to execute, deliver or perform any of its obligations under
        this
        Agreement and the Stockholders Agreement in accordance with the terms hereof
        or
        thereof or to purchase the Stock from Hercules. 

       

      4.9  Survival
        of Representations

       

      .
        All
        representations and warranties set forth in Section 4.1, 4.2 and 4.7 shall
        survive indefinitely. All representations and warranties set forth in Sections
        4.3, 4.4 and 4.5 shall survive until the expiration of the applicable statute
        of
        limitations. All other representations and warranties set forth in this Section
        4 shall survive the Closing Date for a period of eighteen (18)
        months.

       

      SECTION
        5.   Covenants

       

      .

       

      5.1  Conduct
        of the Business

       

      .
        

       

      (a)  The
        Company, Hercules and WSP covenant and agree that, before the Closing Date,
        unless SPG shall otherwise consent in writing or as otherwise contemplated
        by
        this Agreement or as set forth in Schedule
        5.1
        hereto,
        no member of the FiberVisions Group shall take any action, which, if taken
        prior
        to the date hereof and not set forth on the schedules referenced in Section
        3,
        would cause a representation in Section 3 to be untrue, including, that the
        Company shall continue to make capital expenditures in the ordinary course
        consistent with Schedule
        3.6(g).
        Notwithstanding anything herein to the contrary, no matter set forth in
Schedule
        5.1
        hereto
        shall be a breach of the representations and warranties set forth in Section
        3
        hereof.

       

      (b)  SPG
        covenants and agrees that after the Closing Date: (i) it will cause the Company
        to comply with all of its obligations and agreements under the Definitive
        Agreements so long as SPG controls the Company, subject to applicable Law;
        and
        (ii) in the event that SPG no longer controls the Company, it shall use
        commercially reasonable efforts to cause the Company to comply with all of
        its
        obligations and agreements under the Definitive Agreements.

       

      5.2  Payment
        of Earnout to Hercules

       

      .
        The
        Company shall, and SPG shall cause the Company to use commercially reasonable
        efforts to pay to Hercules the sums set forth in Sections 5.2(a) and (b)
        hereof
        upon the terms and conditions set forth herein; provided, that such payments
        do
        not violate the terms of the Debt Financing.

       

      (a)  Fiscal
        2006 Earnout Payment.
        For
        fiscal 2006, the Company shall pay to Hercules the amount (each of (i) and
        (ii)
        herein, the “Earnout
        Payment”)
        of (i)
        $5,000,000 if the Earnout EBITDA (as defined below) exceeds $22,000,000 and
        (ii)
        to the extent that the Earnout EBITDA exceeds $25,000,000, for any excess,
        an
        amount equal to the Earnout EBITDA in excess of $25,000,000 multiplied by
        five
        (5), up to a maximum Earnout Payment of $20,000,000. The Earnout Payment
        for
        fiscal 2006 shall be paid to Hercules within thirty (30) days after the amount
        of the Earnout EBITDA has been determined in accordance with this
        Section 5. 

       

      (b)  Fiscal
        2007 Earnout Payment.

       

      (i)  For
        fiscal 2007, the Company shall pay to Hercules an Earnout Payment equal to
        the
        product of the amount of any excess of the Earnout EBITDA in excess of
        $27,000,000 multiplied by four (4) up to a maximum Earnout Payment of
        $20,000,000. The
        amount of the Earnout Payment for fiscal 2007, which shall be paid to Hercules
        on December 15, 2007, shall be based on an estimated Earnout EBITDA
        (“Estimated
        Earnout EBITDA”)
        calculated from the Projections of the Company, subject to adjustment as
        set
        forth in Section 5.2(b)(iii) below.
        Copies
        of the Projections prepared by the Company setting forth its computation
        of the
        Estimated Earnout EBITDA for fiscal 2007 shall be submitted in writing to
        Hercules by November 20, 2007, and unless Hercules notifies the Company
        within ten (10) days after receipt of the Projections that it objects to
        the
        computation of the Estimated Earnout EBITDA set forth therein, the Projections
        and the 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Estimated
        Earnout EBITDA shall be binding and conclusive for purposes of the Earnout
        Payment for fiscal 2007, subject to adjustment as set forth in Section
        5.2(b)(iii) below. Hercules shall have reasonable access to the books and
        records of the Company and to its workpapers during regular business hours
        to
        verify the computation of the Estimated Earnout EBITDA made by the
        Company.

       

      (ii)  If
        Hercules notifies the Company as set forth in Section 5.2(b)(i) above, that
        it
        objects to the computation of the Estimated Earnout EBITDA set forth in the
        Projections, the amount of the Estimated Earnout EBITDA shall be determined
        by
        negotiation between Hercules and SPG. If Hercules and SPG are unable to reach
        agreement within ten (10) days after such notification, the amount of the
        Estimated Earnout EBITDA to be paid to Hercules, subject to adjustment as
        set
        forth in Section 5.2(b)(iii) below, shall be the amount of the Earnout EBITDA
        for the ten-month period ended October 31, 2007 calculated from the
        unaudited financial statements for such period multiplied by 1.2.

       

      (iii)  Within
        five (5) business days after the Final Earnout EBITDA (as defined below)
        for
        fiscal 2007 has been determined as set forth in Section 5.2(c)(iii) below
        and if
        the Final Earnout EBITDA differs from the Estimated Earnout EBITDA, then
        the
        Earnout Payment made to Hercules for fiscal 2007 shall be adjusted in accordance
        with the calculation set forth in Section 5.2(b)(i). If the Final Earnout
        EBITDA
        is greater than the Estimated Earnout EBITDA, the Company shall pay Hercules
        an
        amount of cash equal to the difference calculated in accordance with Section
        5.2(b)(i). If the Final Earnout EBITDA is less than the Estimated Earnout
        EBITDA, Hercules shall refund the Company an amount of cash equal to the
        difference calculated in accordance with Section 5.2(b)(i).

       

      (c)  General
        Provisions for Earnout Payments

       

      .

       

      (i)  For
        purposes of this Agreement, “Earnout
        EBITDA”
for
        any
        fiscal year shall have the meaning and be computed in the manner set forth
        in
Schedule
        5.2
        attached
        hereto.

       

      (ii)  The
        Earnout EBITDA of the Company for fiscal 2006 and 2007 shall be determined
        promptly after the close of each fiscal year by an audit conducted by the
        Company’s independent registered public accountants unless the parties agree to
        a mutually agreeable third-party firm of independent registered public
        accountants (either, the “Earnout
        Accountant”);
        provided, however, that the parties need not select the Earnout Accountant
        that
        calculates the 2006 Earnout Payment for purposes of calculating the 2007
        Earnout
        Payment. If the Company and Hercules are unable to agree on the Earnout
        Accountant within five (5) business days, then the independent registered
        public
        accountants for each of the Company and Hercules, shall determine the Earnout
        Accountant. Copies of the Earnout Accountant’s report setting forth its
        computation of the Earnout EBITDA for each fiscal year shall be submitted
        in
        writing to Hercules and the Company as soon as practicable, and, unless either
        Hercules or the Company notifies the other within forty-five (45) days after
        receipt of such reports that it objects to the computation of the Earnout
        EBITDA
        set forth therein, the report shall be binding and conclusive for the purposes
        of this Agreement. The Company and Hercules shall have access to the books
        and
        records of the Company and to the Earnout Accountant’s workpapers during regular
        business hours to verify the computation of Earnout EBITDA made by the Earnout
        Accountant.

       

      (iii)  If
        either
        Hercules or the Company notifies the other in writing within forty-five (45)
        days after receipt of the Earnout Accountant’s report that it objects to the
        computation of the Earnout EBITDA set forth therein, the amount of the Earnout
        EBITDA for the fiscal year to which such report relates shall be determined
        by
        negotiation between Hercules and the Company. If Hercules and the Company
        are
        unable to reach agreement within thirty (30) business days after such
        notification, the determination of the amount of the Earnout EBITDA for the
        period in question shall be submitted to the Earnout Accountant for
        determination, whose determination shall be binding and conclusive on the
        parties (the “Final
        Earnout EBITDA”).
        The
        disputing party shall pay the Earnout Accountant’s fees, costs and expenses,
        unless the Earnout Accountant determines that the Earnout EBITDA has been
        understated or overstated by less than ten percent (10%). In the event that
        the
        Earnout Accountant determines that the Earnout EBITDA has been understated
        or
        overstated by less than ten percent (10%), then the Company shall pay the
        Earnout Accountant’s fees, costs and expenses. 

       

      (iv)  Intentionally
        Omitted.

       

      (v)  Notwithstanding
        any of the foregoing, in the event that the Company is not able to pay all
        or
        any portion of the Earnout Payments for fiscal 2006 or 2007 in accordance
        with
        this Section 5.2 because of the terms of the Debt Financing or otherwise,
        the
        Company shall issue a negotiable Term Note or Term Notes with the terms set
        forth on Schedule
        5.2(c)(v).
        The
        Company shall use its commercially reasonable efforts to repay any such Term
        Note(s).

       

      (vi)  The
        obligations of the Company set forth in this Section 5.2 shall inure to the
        benefit of Hercules and be binding on any of the Company’s successors or
        assigns.

       

      (vii)  SPG
        shall
        not be permitted to set off any amount to which it may be entitled under
        this
        Agreement.

       

      (viii)  Any
        amount payable by Hercules and WSP under Section 8 may be set off against
        amounts otherwise payable under this Section 5.2 and shall correspondingly
        reduce the amounts payable under this Section 5.2.

       

      (ix)  All
        payments made under this Section 5.2 shall be made by wire transfer of
        immediately available funds as directed by the receiving party.

       

      (d)  Any
        Earnout Payments shall be treated as an adjustment to the Redemption Price
        for
        tax purposes, unless otherwise required by applicable law.

       

      5.3  Debt
        Financing

       

      .
        Each of
        the Company and FV Denmark shall use its reasonable best efforts to assist
        SPG
        to seek and obtain funds sufficient to consummate a bank financing on the
        Closing Date (the “Debt
        Financing”),
        which
        shall: (a) be substantially in the form of (i) a first lien term loan of
        approximately Seventy Million Dollars ($70,000,000), a portion of which,
        not to
        exceed Forty Million Dollars ($40,000,000) will be made 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      available
        to FV Denmark and (ii) a second lien term loan of approximately Twenty Million
        Dollars ($20,000,000) to the Company; (b) be of no recourse to the Stockholders;
        (c) permit the Company to make a dividend to Hercules of the Hercules Dividend
        Amount and a dividend to WSP of the WSP Dividend Amount, as well as, the
        other
        Transactions contemplated hereunder; and (d) have such other terms set forth
        on
        the Commitment Letters set forth as Exhibit E
        or on
        terms and conditions reasonably acceptable to SPG, Hercules and WSP, which
        consent shall not be unreasonably withheld.

       

      5.4  Regulatory
        Filings and Approvals

       

      .
        SPG,
        Hercules and WSP shall cooperate and use commercially reasonable efforts
        to (a)
        make all registrations, filings and applications with any Governmental Entity,
        (b) give all notices required by any Governmental Entity or as required by
        Law
        and (c) obtain any governmental transfers, approvals, Orders, qualifications
        and
        waivers necessary for consummation of the Transactions.

       

      5.5  Stockholders
        Agreement

       

      .
        As of
        the Closing Date, WSP, SPG and the Company shall have entered into the
        Stockholders Agreement.

       

      5.6  Transition
        Services Agreement

       

      .
        As of
        the Closing Date, Hercules, the Company and SPG shall have entered into the
        Transition Services Agreement.

       

      5.7  Option
        Agreement

       

      .
        As of
        the Closing Date, WSP and SPG shall have entered into the Option
        Agreement.

       

      5.8  Transaction
        Costs

       

      .
        The
        Total Transaction Costs shall be borne by the Company and the parties shall
        be
        reimbursed for such Total Transaction Costs as set forth in Section
        2.2.

       

      5.9  Resignations

       

      .
        Hercules and WSP shall deliver to SPG the resignations, effective as of the
        Closing Date, of the directors and officers of the Company, set forth on
        Schedule
        5.9,
        at
        least one day before the Closing Date.

       

      5.10  Non-Competition

       

      .

       

      (a)  Hercules
        and WSP Non-Competition.

       

      (i)  As
        of the
        Closing Date, neither Hercules nor WSP shall, directly or indirectly (including
        through Affiliates), engage in the Competing Business, except with the approval
        of the Company, or as otherwise provided in Schedule
        5.10
        hereto,
        until the fifth anniversary of the Closing Date.

       

      (ii)  Neither
        Hercules nor WSP shall be in violation of this Section 5.10, if Hercules,
        WSP or
        any of their Affiliates, own, directly or indirectly, solely as an investment,
        securities of any Person engaged in the Competing Business that are traded
        on a
        national securities exchange or the Nasdaq Stock Market (or a recognized
        securities exchange outside of the United States of America) if Hercules,
        WSP or
        any of their Affiliates, as the case may be, (x) is not a controlling Person
        or
        a member of a group that controls such Person and (y) does not, directly or
        indirectly, own more than 5% or more of the voting securities of such
        Person.

       

      (iii)  Notwithstanding
        anything in this Section 5.10(a) to the contrary, neither Hercules nor WSP
        shall
        be in violation of the provisions herein if Hercules, WSP, or any of their
        Affiliates (in any such case, a “Purchasing
        Person”)
        after
        the Closing Date purchases the equity or assets of, or otherwise becomes
        affiliated with or participates in any enterprise engaged in the Competing
        Business, if less than ten percent (10%) of the gross revenues of such
        enterprise for the most recently completed fiscal year (the “Gross
        Revenues”)
        were
        derived from the Competing Business. In the event that ten percent (10%)
        or more
        of the Gross Revenues were derived from the Competing Business, then neither
        Hercules nor WSP shall be in violation of the provisions herein (notwithstanding
        anything in this Section 5.10(a) to the contrary), so long as the Purchasing
        Person shall use commercially reasonable efforts to divest, as soon as
        reasonably practicable (and in any event within less than one year of the
        date
        of purchase), all its interest in such enterprise relating to the Competing
        Business so that the Purchasing Person shall no longer have any Gross Revenues
        derived from the Competing Business. With respect to any divestiture pursuant
        to
        the immediately preceding sentence, the Purchasing Person shall provide written
        notice (the “Divestiture
        Notice”)
        to the
        Company, which notice shall set forth the proposed amount and form of
        consideration to be paid for the Competing Business to be divested and all
        other
        material terms and conditions of the proposed divestiture. The Company shall
        have the option, exercisable within 90 days of receipt of the Divestiture
        Notice, to elect to buy the Purchasing Person’s interest in the Competing
        Business proposed to be divested at the price and on the terms and conditions
        set forth in the Divestiture Notice by delivery of a written notice to the
        Purchasing Person (the “Election
        Notice”),
        which
        notice shall constitute the binding agreement of such other party to purchase
        all of such divestiture at the price and on the terms and conditions set
        forth
        in the Election Notice. If an Election Notice to the Purchasing Person is
        not
        delivered within 90 days after the receipt of the Divestiture Notice, the
        Purchasing Person may sell the business described in the Divestiture Notice
        at a
        price that is not less than the price (and on other terms and conditions
        that
        are not more favorable to the purchaser than as) set forth in the Divestiture
        Notice.

       

      (iv)  Notwithstanding
        anything in this Section 5.10(a) to the contrary, if after the Closing Date
        a
        Person acquires (whether by merger, purchase or otherwise) more that fifty
        percent (50%) of the outstanding equity interests of Hercules or of the then
        total assets of Hercules and such Person, directly or indirectly, is engaged
        in,
        or later becomes engaged in, a Competing Business, then: (A) if less than
        ten
        percent (10%) of the Gross Revenues of such Person are derived from the
        Competing Business, such Person may, at its option, retain its interest in
        the
        Competing Business or (B) if more than ten percent (10%) of the Gross Revenues
        of such Person are derived from the Competing Business, such Person shall
        either
        use commercially reasonable efforts to divest, as soon as reasonably practicable
        (and in any event within less than one year of the date of acquisition),
        all of
        its interest in the Competing Business; provided that such Person shall first
        provide the Company with a right of refusal with respect to such Competing
        Business as if such right was exercised pursuant to the terms and conditions
        set
        forth in clause (iii) above or all of its interest in the FiberVisions Group,
        subject to Section 7.2 of the Stockholders Agreement; provided, however,
        that
        SPG may elect (at its sole discretion) to grant a waiver to such Person from
        this Section 5.10 whereby such Person shall be permitted (to the extent of
        applicable law) to retain its interest in the Competing Business or otherwise
        require such Person to retain its interests in the Company. In the case event
        that a 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Person
        complies with subsections (A) or (B) above, neither Hercules, WSP nor such
        Person shall be in violation of this Section 5.10. In the event that pursuant
        to
        applicable law such Person is not permitted to retain the Competing Business,
        such Person may divest such business as soon as reasonably
        practicable.

       

      i. SPG
        Non-Competition.
        As of
        the Closing Date, SPG shall not, directly or indirectly (including through
        Affiliates), engage or invest in the Competing Business until the earliest
        to
        occur of (i) the third anniversary of the Closing, (ii) the date on which
        SPG
        ceases to own a majority of the Stock and (iii) the date on which any
        Stockholder is no longer bound under Section 5.10(a). Notwithstanding the
        foregoing, this Section 5.10(b) shall not prohibit (i) SPG or any of its
        Affiliates from investing in or holding not more than 20% of the outstanding
        capital stock or other ownership interests of any Person engaged in a Competing
        Business or (ii) SPG or any of its Affiliates from hereafter acquiring and
        continuing to own and operate any entity which has operations that compete
        with
        the Company Business if such operations account for no more than 30% of such
        entity’s Gross Revenues.

       

      (b)  If
        a
        final judgment of a court or tribunal of competent jurisdiction determines
        that
        any term or provision contained in this Section 5.10 is invalid or
        unenforceable, then the parties agree that the court or tribunal will have
        the
        power to reduce the scope, duration or geographic area of the term or provision,
        to delete specific words or phrases or to replace any invalid or unenforceable
        term or provision with a term or provision that is valid and enforceable
        and
        that comes closest to expressing the intention of the invalid or unenforceable
        term or provision. This Section 5.10 will be enforceable as so modified after
        the expiration of the time within which the judgment may be appealed. This
        Section 5.10 is reasonable and necessary to protect and preserve the parties’
legitimate business interests and the value of the Stock and to prevent any
        unfair advantage conferred on another party.

       

      5.11  Intentionally
        Omitted

       

      


       

      5.12  Amendment
        to Credit Agreement

       

      .
        Prior
        to the Closing Date, Hercules shall have entered into an amendment to the
        Credit
        Agreement pursuant to which Agent shall have (a) waived any of the requirements
        under the Credit Agreement with respect to the Company, (b) consented to
        the
        Transactions and the Definitive Agreements, (c) provided Hercules with a
        letter
        indicating that all applicable liens related to the FiberVisions Group have
        been
        satisfied and released, and (d) released the Company from any guarantees
        with
        respect thereto.

       

      5.13  Efforts
        to Consummate

       

      .
        Subject
        to the terms and conditions of this Agreement, each of the parties hereto
        shall
        use commercially reasonable efforts to take or cause to be taken all action
        and
        to do or cause to be done all things necessary, proper or advisable under
        applicable Laws to consummate and make effective, as soon as reasonably
        practicable, the Transactions, including without limitation the obtaining
        of all
        consents, authorizations, Orders and approvals of any third party, whether
        private or governmental, required in connection with such party’s performance of
        such Transactions, and each of the parties hereto shall cooperate with the
        others with respect to the foregoing; provided,
        however,
        that no
        party shall be required to compensate any third party, commence or participate
        in litigation or offer or grant any accommodation (financial or otherwise)
        to
        any third party to obtain any such consent or approval of such third
        party.

       

      5.14  Further
        Assurances

       

      .
        The
        parties shall execute and deliver, or shall cause to be executed and delivered,
        such documents and other papers and shall take, or shall cause to be taken,
        such
        further actions as may be reasonably required to carry out the provisions
        of
        this Agreement and give effect to the Transactions, provided,
        however,
        that
        any
        such additional documents must be reasonably satisfactory to each of the
        parties
        and not impose upon any party any material liability, risk, obligation, loss,
        cost or expense not contemplated by this Agreement.

       

      5.15  Non-Solicitation;
        Non-Hire

       

      .

      (a)  For
        a
        period of two years after the Closing Date, Hercules, WSP and SPG, and any
        of
        their Affiliates shall not, directly or indirectly, on their own behalf or
        on
        behalf of any other Person, solicit the employment of, or hire, any employee
        of
        the FiberVisions Group whose names appear on Schedule
        5.16,
        except
        that nothing in this Section 5.15 shall prohibit Hercules, WSP or SPG, or
        any of
        their Affiliates, from hiring or soliciting the employment of any Person
        (other
        than the employees of the FiberVisions Group listed on Schedule
        5.15
        hereto
        (the “Executive
        Officers”))
        who
        responds to a general solicitation not directed solely at such employees
        so long
        as such solicitation occurs at least three months after the
        Closing.

       

      (b)  Hercules,
        WSP and SPG acknowledge that the remedy at law for breach of the provisions
        of
        this Section 5.15 shall be inadequate and that, in addition to any other
        remedy
        a party may have, it shall be entitled to an injunction restraining any breach
        or threatened breach, without any bond or other security being required and
        without the necessity of showing actual damages. If any court construes the
        covenant in this Section 5.15, or any part of this Section 5.15, to be
        unenforceable in any respect, the court may reduce the duration or area to
        the
        extent necessary so that the provision is enforceable, and the provision,
        as
        reduced, shall then be enforced.

       

      5.16  Employee
        Matters

       

      .

       

      (a)  Commencing
        as of the Closing Date and continuing through June 30, 2006, the Company
        agrees
        to continue to provide, or cause one of its Affiliates to continue to provide,
        the active employees of the FiberVisions Group who are employed as of the
        Closing Date (other than any such employees who are on long-term disability
        and
        are not expected to return to employment within six months of the Closing
        Date)
        and listed in Schedule
        5.16
        (the
“Transferred
        Employees”)
        with
        base salaries or wage levels and employee welfare benefits that are comparable,
        in the aggregate, to the base salaries, wage levels and employee welfare
        benefits (other than with respect to equity awards or incentives, bonuses,
        severance, retiree medical benefits or benefits under a defined benefit pension
        plan) that were provided to the Transferred Employees as of the date hereof;
        provided, that, each Transferred Employee who is on short-term disability
        or on
        any other leave will continue to be an active employee of the FiberVisions
        Group
        and will continue to receive and be provided with welfare benefits under
        the
        Plans maintained by Hercules or any of its Affiliates (other than any member
        of
        the FiberVisions Group) until such time as the Transferred Employee recommences
        active employment with the Company or any other member of the FiberVisions
        Group
        and that if, and only if, any such Transferred Employee recommences active
        employment with the Company or any other member of the FiberVisions Group
        within
        six months following the Closing Date then the 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Company
        or any of its designated Affiliates shall be responsible for reimbursing
        Hercules or its designated Affiliates for the cost of coverage under such
        Plans
        (so long as such costs are not otherwise already paid by or are the liability
        of
        the Company or of any one of its Affiliates pursuant to the Transition Services
        Agreement, or otherwise); provided, further, that neither the Company nor
        any of
        its Affiliates shall be obligated or required to continue to employ any
        Transferred Employee for any specific time following the Closing Date. Prior
        to
        the Closing Date, Hercules shall, or shall cause one of its Affiliates (other
        than any member of the FiberVisions Group) to, assume the terms and conditions
        of the employment of the employees of the FiberVisions Group (i) who are
        Transferred Employees and do not recommence active employment with the Company
        or any other member of the FiberVisions Group within six months following
        the
        Closing Date, and (ii) who are on long-term disability leave and are not
        expected to return to employment within six months of the Closing Date (the
        “Retained
        Employees”).
        Notwithstanding anything to the contrary herein, Hercules and WSP shall retain
        or assume all liabilities, obligations and responsibilities to or in respect
        of
        (i) any individual who is not a Transferred Employee (including, without
        limitation, any and all liabilities, obligations and responsibilities relating
        to the continuation of any benefits or other rights of any Retained Employee),
        regardless of when incurred, and (ii) each Transferred Employee to the extent
        such liability, obligation and responsibility was incurred or arose on or
        prior
        to the Closing Date, whether or not arising under any employee benefit plan
        or
        compensation agreement, and (iii) each Plan and Title IV Plan, regardless
        of when occurred.

       

      (b)  The
        Company, as of the Closing Date, agrees to enter into an employee lease
        agreement between the Company and Hercules GmbH and Hercules Italia SpA for
        the
        services of Ralf Gantner and Gianluca Prinzi in the form of Employee Lease
        Agreement as attached hereto as Exhibit
        F.

       

      (c)  Except
        as
        otherwise provided in the Transitions Services Agreement or this Section
        5.16,
        as of the Closing Date, each Transferred Employee shall (except as otherwise
        provided by Law) cease participating in the Plans and each shall be eligible
        to
        participate in those employee benefit plans established by the Company or
        one of
        its Affiliates, from time to time, for the benefit of similarly situated
        employees. Hercules (in its capacity as Plan Sponsor) shall cause the Plan
        Administrator of the Pension Plan of Hercules (the “Pension
        Plan”)
        to
        implement the following provisions as it applies to the Pension Plan effective
        on the Closing Date and expiring five (5) years after the Closing
        Date:

       

      (i)  For
        participants in the Pension Plan on the date immediately prior to the Closing
        Date who become Transferred Employees, Hercules shall continue to credit
        service
        equal to Company continuous service thereafter for purposes of vesting of
        benefits accrued as of the Closing Date and for purposes of eligibility to
        receive such benefits.

       

      (ii)  Such
        crediting of service shall cease for any Transferred Employee the earlier
        of (1)
        5 years from the Closing Date, (2) full vesting is achieved, (3) service
        for
        eligibility no longer has an impact on the benefit entitlement or (4) the
        date
        such Transferred Employee experiences a break in continuous service with
        the
        Company or one of its Affiliates prior to 5 years following
        Closing.

       

      (iii)  The
        Transferred Employees who at Closing are eligible to retire under Normal
        Retirement, Early Retirement, Reduced Early Retirement or Delayed Pension
        provisions of the Pension Plan, and the Transferred Employees who become
        eligible under any of these types of pensions as a result of Section 5.16(c)
        shall retain the same rights for post retirement healthcare and group life
        benefits as any similarly situated active employee of Hercules as of the
        date
        hereof with such eligibility determination based on Plan provisions in effect
        at
        the date pension benefits become effective.

       

      This
        provision shall have no impact on benefit accrual other than eligibility
        requirements to receive a benefit. Hercules agrees that with respect to any
        obligations or responsibilities under the Pension Plan or this Section 5.16(c),
        Hercules and its Affiliates (other than the Company or any member of the
        FiberVisions Group) shall retain or assume all liabilities and
        obligations.

       

      (d)  Without
        limiting the generality of Section 5.16(c), each Transferred Employee who
        is a
        participant in the Hercules Incorporated Savings and Investment Plan (the
        “Hercules
        Savings Plan”)
        shall
        cease to be an active participant under such plan effective as of the Closing
        Date and Hercules, or one of its Affiliates (other than any member of the
        FiberVisions Group), shall cause each such participant to become fully vested
        in
        his or her account balances in the Hercules Savings Plan effective as of
        the
        Closing. As soon as practicable after the Closing Date, the Company shall
        establish, or shall cause one of its Affiliates to establish, a defined
        contribution plan that is intended to be qualified under Section 401(a) of
        the
        Code (the “Company
        Savings Plan”)
        in
        which the Transferred Employees shall be eligible to participate. As soon
        as
        practicable, and in no event later than 60 days following the Closing Date
        or,
        if later, the date on which the Company Savings Plan is established, Hercules,
        or one of its Affiliates (other than any member of the FiberVisions Group),
        shall cause the Hercules Savings Plan to transfer to the Company Savings
        Plan,
        and the Company agrees to cause the Company Savings Plan to accept, the account
        balance (including promissory notes evidencing all outstanding loans, any
        materials relating to any qualified domestic relations orders pursuant to
        Section 414(p) of the Code, and all Hercules common stock accounts) of each
        Transferred Employee under the Hercules Savings Plans as of the date next
        preceding the date of transfer.

       

      (e)  No
        provision of this Section 5 shall create any third party beneficiary rights
        in
        any Transferred Employee or Group Employee (including any beneficiary or
        dependent of any Transferred Employee or Group Employee) or any other current
        or
        former director, officer, employee or independent contractor (or beneficiary
        thereof) of Hercules, WSP or any of their Affiliates in respect of continued
        employment (or resumed employment) or any other matter.

       

      (f)  To
        the
        extent these provisions may be inconsistent with Danish and Chinese employment
        rules, laws, practices and policies, such local rules, laws, practices and
        policies will apply without giving rise to additional obligations, liabilities
        or indemnifications applicable to any parties to this Agreement.

       

      5.17  Tax
        Matters

       

      .

       

      (a)  For
        any
        Pre-Closing Tax Period of any member of the FiberVisions Group, Hercules
        and WSP
        shall prepare or cause to be prepared, and file or cause to be filed (in
        a
        manner consistent with past practices) with the appropriate taxing authorities
        all Tax Returns required to be filed, and shall pay all Taxes due with respect
        to such Tax Returns; provided, however, that SPG shall be entitled to review
        and
        comment on any such Tax Returns and no such Tax Returns shall be filed without
        the prior written consent of SPG, which shall not be unreasonably
        withheld.

       

      (b)  SPG
        shall
        prepare (or cause to be prepared) and file or cause to be filed when due
        all Tax
        Returns relating to Straddle Periods and all Tax Returns that are required
        to be
        filed by or with respect to the FiberVisions Group for taxable years or periods
        beginning after the Closing Date. Hercules shall pay the Taxes attributable
        to
        the portion of a Straddle Period ending on the Closing Date (as determined
        under
        Section 5.17(c)) to the Company on or prior to the due date for the applicable
        Tax Return; provided, however, that Hercules and WSP shall be entitled to
        review
        and comment on any such Tax Returns and no such Tax Returns shall be filed
        without the prior written consent of Hercules and WSP, which shall not be
        unreasonably withheld.

       

      (c)  In
        the
        case of any Straddle Period, the amount of Taxes allocable to the portion
        of the
        Straddle Period ending on the Closing Date shall be deemed to be the total
        amount of Taxes (other than transfer Taxes) imposed for the Straddle Period
        multiplied by a fraction the numerator of which is the number of months or
        portion thereof in the Straddle Period ending on and including the Closing
        Date
        and the denominator of which is twelve (12). Notwithstanding the foregoing,
        any
        item that is unusual or nonrecurring shall be allocated to the day on which
        it
        occurs.

       

      (d)  The
        parties shall provide each other with such cooperation and information
        as may be reasonably requested of the other in filing any Tax Return, amended
        Tax
        Return
        or claim for refund, determining a liability for Taxes or a right to a refund
        of
        Taxes or participating in or conducting any audit or other proceeding in
        respect
        of Taxes. Each of the parties shall make themselves (and their respective
        employees) reasonably available on a mutually convenient basis to provide
        explanations of any documents or information provided hereunder. The Company
        Indemnifying Parties shall control (at their own expense) the defense of
        any
        claims for a Loss relating to Tax for which they have an obligation to indemnify
        the SPG Indemnified Parties under Section 8.1(a) using counsel of their own
        choosing; provided, however, the SPG Indemnifying Parties shall have the
        right
        to participate fully in all aspects of the prosecution or defense of any
        such
        claim; provided, further, that the Company Indemnifying Parties shall not
        settle
        or compromise any claims for a Loss relating to Tax, which settlement or
        compromise could subject the SPG Indemnified Parties to liability for Tax
        not
        covered by the indemnification under Section 8.1(a), without the consent
        of the
        SPG Indemnified Parties, which consent shall not be unreasonably withheld.
        The
        Company agrees that it shall not settle or compromise any claim referred
        to in
        the first sentence of this paragraph, which settlement or compromise may
        affect
        the Company Indemnifying Parties liability for a Loss relating to Tax, without
        the consent of the Company Indemnifying Parties, which consent shall not
        be
        unreasonably withheld.

       

      (e)  Hercules
        shall be entitled to receive any refund (other than the SPG Refund) attributable
        to a Pre-Closing Tax Period; provided, however, the benefit of any refunds
        arising as a result of a carryback of tax attributes generated after the
        Closing
        to a Pre-Closing Tax Period shall be for the account of the Company; provided,
        further, that to the extent permitted by law, the Company shall not carry
        back
        tax attributes to the consolidated group for which Hercules is the common
        parent
        without Hercules’ prior written consent, which shall not be unreasonably
        withheld. Refunds for a Straddle Period shall be allocated in the same manner
        as
        the relevant Taxes as provided under Section 5.17(c).

       

      5.18  Debt/Cash
        of Company.

       

       

       

      (a)  Before
        the Closing, the Company, Hercules and WSP shall cause all of the third party
        debt of the Company and its Subsidiaries and all Intercompany Balances among
        Hercules and its Affiliates (other than the Company and its Subsidiaries),
        on
        the one hand, and the Company and its Subsidiaries, on the other hand, to
        be
        paid in full or otherwise fully satisfied. The Intercompany Balances among
        members of the FiberVisions Group shall continue through Closing in accordance
        with their respective terms. 

       

      (b)  As
        of the
        Closing, the Company shall have cash (i) in the amount of Three Hundred Thousand
        Dollars ($300,000) plus an amount equal to any tax refund received by the
        Company or Hercules or any Affiliate thereof in respect of 2005 losses at
        FiberVisions Products, Inc.and (ii) in a restricted deposit account for letters
        of credit outstanding as of the Closing Date with respect to polymer purchases
        from Daelim in Korea. As of the Closing, if the cash in the Company exceeds
        $300,000, SPG shall remit the amount over $300,000 to Hercules.

       

      5.19  Exclusive
        Dealing

       

      .
        During
        the period from the date of this Agreement through the Closing or the earlier
        termination of this Agreement pursuant to Section 9.1 hereof, Hercules and
        WSP
        shall not take or permit any other Person on its behalf to take, and it shall
        cause the FiberVisions Group not to take, any action to encourage, initiate
        or
        engage in discussions or negotiations with, or provide any information to,
        any
        Person (other than SPG or its representatives) concerning any purchase of
        the
        Stock, any merger involving the FiberVisions Group, any sale of all or
        substantially all of the assets of the FiberVisions Business or similar
        transaction involving the FiberVisions Group or the FiberVisions Business
        (other
        than assets sold in the Ordinary Course of Business).

       

      5.20  Intellectual
        Property Rights

       

      .

       

      (a)  Hercules
        and WSP, and their Affiliates, shall execute and deliver, or shall cause
        to be
        executed and delivered, such documents and other papers and shall take, or
        shall
        cause to be taken, such further actions as may be reasonably required to
        assign
        to the FiberVisions Group all Intellectual Property Rights that Hercules
        and
        WSP, and their Affiliates, own (or license, to the fullest extent contractually
        permissible) for use in, or the benefit of, the FiberVisions Group.

       

      (b)  For
        a
        period of one (1) year from the Closing Date, if the FiberVisions Group in
        its
        Ordinary Course of Business determines that it requires a license from Hercules
        or WSP or their Affiliates to practice the Intellectual Property Rights of
        Hercules or WSP or their Affiliates used on a frequent and regular basis
        

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      in
        the
        FiberVisions Business as of the date of this Agreement, to the extent that
        Hercules or WSP or their Affiliates are able to grant such a license, Hercules
        or WSP or their Affiliates shall grant to the FiberVisions Group a royalty
        free,
        non-exclusive license with no right to sublicense for the benefit of third
        parties to practice such Intellectual Property Rights solely to the extent
        and
        in the substantially the same manner and degree such Intellectual Property
        Rights were used by the FiberVisions Group in the FiberVisions Business as
        of
        the date of this Agreement.

       

      (c)  From
        and
        after the Closing Date, Hercules and WSP and their Affiliates grant to the
        FiberVisions Group, on a non-exclusive basis and with no right to extend
        the
        protections afforded by this grant to third parties, a covenant not to assert
        against the FiberVisions Group any Intellectual Property Rights used by the
        FiberVisions Group in its Ordinary Course of Business to the extent and in
        substantially the same manner and degree such Intellectual Property Rights
        were
        used by the FiberVisions Group in the FiberVisions Business as of the date
        of
        this Agreement. The suppliers, distributors and customers of the FiberVisions
        Group shall enjoy the benefit of this covenant solely to the extent it flows
        to
        the FiberVisions Group and their transactions with the FiberVisions Group
        in the
        Ordinary Course of Business to the extent and in substantially the same manner
        and degree such transactions were conducted in the FiberVisions Business
        as of
        the date of this Agreement and for no other purposes.

       

      5.21  Transition
        Services Planning

       

      .

       

      (a)  For
        purposes of transition services planning, Hercules and WSP shall cause the
        FiberVisions Group, its officers, directors, representatives, and agents,
        and
        employees to afford, from the date of this Agreement to the Closing Date,
        the
        officers, employees, accountants, attorneys, and other representatives and
        agents of SPG (collectively, the “SPG
        Representatives”)
        reasonable access, upon reasonable prior written notice,
        during regular business hours, to the premises and designated officers,
        employees and agents, of the FiberVisions Group.

       

      (b)  Unless
        otherwise agreed by the parties to this Agreement, no investigation or
        communication pursuant to this Section 5.21 shall affect or add to any
        representations or warranties of the parties or the conditions to the
        obligations of the parties to consummate the Transactions.

       

      5.22  Consents
        and Approvals

       

      .
        Hercules and WSP shall use commercially reasonable efforts to obtain, or
        to
        cause the Company to obtain, any third-party consents or approvals required
        in
        connection with the consummation of the transactions described in this
        Agreement, and Hercules and WSP shall cooperate with the Company in connection
        with obtaining such consents and approvals. The Company, Hercules and WSP
        shall
        use commercially reasonable efforts to obtain promptly any approvals of
        Governmental Entities to the consummation of the transactions described in
        this
        Agreement.

       

      5.23  Insurance

       

      .
        Any
        outstanding claims asserted by any member of the FiberVisions Group prior
        to
        Closing against insurance policies maintained by Hercules shall continue
        to be
        covered by such policies. In addition and upon terms reasonably acceptable
        to
        Hercules, Hercules shall continue to provide the members of the FiberVisions
        Group with access to any “occurrence” policies under which any member of the
        FiberVisions Group is covered and will reasonably assist the members of the
        FiberVisions Group in tendering and filing any such claims with the appropriate
        insurance carriers.

       

      5.24  Additional
        Payment

       

      .
        Notwithstanding anything to the contrary in this Agreement, at the Closing,
        SPG
        shall pay to WSP the sum of Seven Hundred Thousand Dollars ($700,000).


       

      5.25  General
        Cooperation

       

      .
        Each of
        the parties shall provide the other with reasonable access to such books
        and
        records and personnel as may be reasonably requested by the other party in
        furtherance of, arising from or related to any of the matters contemplated
        by
        this Agreement, including, without limitation, with respect to any litigation
        of
        the Company.
        In
        addition, each of the parties shall make its personnel available to provide
        assistance in legal proceedings, including, but not limited to, for depositions
        and for testifying in such proceedings. The requesting party shall pay all
        such
        reasonable costs in connection with the foregoing.

       

      SECTION
        6.   Conditions
        Precedent to Closing

       

      .

       

      6.1  Conditions
        to Each Party’s Obligation to Close

       

      .
        The
        respective obligations of each party hereto to proceed with the Closing is
        expressly conditioned upon the satisfaction of each of the following conditions
        on or before the Closing Date; provided,
        that a
        party whose failure to fulfill or cause to be fulfilled any such condition
        shall
        be required to proceed with the Closing if the other party waives such
        condition:

       

      (a)  No
        preliminary or permanent injunction or other order, decree, or ruling issued
        by
        any court of competent jurisdiction nor any statute, rule, regulation, or
        order
        entered, promulgated or enacted by any Governmental Entity shall be in effect
        that would prevent the consummation of the Closing;

       

      (b)  There
        shall not be pending nor shall there have been threatened, any complaint,
        claim,
        prosecution, indictment, action, suit, arbitration, or proceeding by or before
        any Governmental Entity or arbitrator challenging the lawfulness of or seeking
        to prevent or delay the Closing or seeking monetary or other relief by reason
        of
        the consummation of the Closing.

       

      (c)  All
        actions by or in respect of or filings with any governmental body, agency,
        official or authority required to permit the consummation of the Closing
        shall
        have been taken, made or obtained.

       

      (d)  Hercules
        and Agent shall have entered into an amendment in form and substance as
        described in Section 5.12 which shall be reasonably acceptable to
        Hercules.

       

      6.2  Conditions
        to the Obligations of Hercules and WSP

       

      .
        The
        obligation of Hercules and WSP to proceed with the Closing is expressly
        conditioned upon the satisfaction of each of the following additional conditions
        on or before the Closing Date:

       

      (a)  The
        Debt
        Financing shall have been consummated, provided, however, that in the event
        that
        the parties fail to consummate the Debt Financing as a direct result of a
        breach
        by Hercules, WSP or the Company of Section 5.3, then neither Hercules, WSP
        or
        the Company shall be entitled to exercise its rights under Section 9 hereof
        solely as a result of this subsection.

       

      (b)  (i)
        On
        and as of the Closing Date: (A) those representations and warranties of SPG
        set
        forth in this Agreement which contain any qualification or limitation as
        to
        materiality or Material Adverse Effect shall be true and accurate and (B)
        those
        representations and warranties of SPG set forth in this Agreement which do
        not
        contain any such qualification or limitation as to materiality or Material
        Adverse Effect shall be true and accurate in all material respects, except
        that
        with respect to (A) and (B), those representations and warranties of SPG
        that
        address matters only as of a particular date or only with respect to a specific
        period of time, need only be true and accurate or true and accurate in all
        material respects, as the case may be, as of such date or with respect to
        such
        period; (ii) the covenants contained in this Agreement to be complied with
        by
        SPG at or before the Closing shall have been complied with in all material
        respects; and (iii) SPG shall have delivered to the Company a certificate
        of SPG
        to such effect signed by a duly authorized representative thereof.

       

      (c)  Hercules
        and WSP shall receive a Certificate of the Secretary of SPG to the effect
        that
        (i) the necessary resolutions approving the purchase by SPG of the Hercules
        Shares and authorizing execution of this Agreement and the Stockholders
        Agreement, attached to such certificate were duly adopted and continue in
        force
        and effect; and (ii) the officers of SPG executing this Agreement and such
        other documents executed and delivered pursuant to or in connection with
        this
        Agreement are incumbent officers of SPG and that the specimen signatures
        on such
        certificate or certificates are their genuine signatures.

       

      6.3  Conditions
        to the Obligations of SPG

       

      .
        The
        obligation of SPG to proceed with the Closing is expressly conditioned upon
        the
        satisfaction of each of the following additional conditions on or before
        the
        Closing Date:

       

      (a)  (i)
        On
        and as of the Closing Date: (A) those representations and warranties of Hercules
        and WSP set forth in this Agreement which contain any qualification or
        limitation as to materiality or Material Adverse Effect shall be true and
        accurate and (B) those representations and warranties of Hercules and WSP
        set
        forth in this Agreement which do not contain any such qualification or
        limitation as to materiality or Material Adverse Effect shall be true and
        accurate in all material respects, except that with respect to (A) and (B),
        those representations and warranties of Hercules and WSP that address matters
        only as of a particular date or only with respect to a specific period of
        time,
        need only be true and accurate or true and accurate in all material respects,
        as
        the case may be, as of such date or with respect to such period; (ii) the
        covenants contained in this Agreement to be complied with by each of Hercules
        and WSP at or before the Closing shall have been complied with in all material
        respects; and (iii) each of Hercules and WSP shall have delivered to SPG
        a
        certificate to such effect signed by duly authorized representatives
        thereof.

       

      (b)  SPG
        shall
        receive a Certificate of the Secretary of each of Hercules and WSP to the
        effect
        that (1) the necessary resolutions approving the sale of the Hercules
        Shares to SPG and the execution of the Stockholders Agreement by WSP, attached
        to such certificate were duly adopted and continue in force and effect, and
        (2) the officers of each of Hercules and WSP executing this Agreement and
        such other documents executed and delivered pursuant to or in connection
        with
        this Agreement are incumbent officers of Hercules and WSP, respectively,
        and
        that the specimen signatures on such certificate or certificates are their
        genuine signatures.

       

      (c)  A
        Certificate of the Secretary of the Company to the effect that (1) the
        resolutions of the Board of Directors authorizing the execution of the
        Stockholders Agreement by the Company, authorizing the Debt Financing and
        the
        dividends to Hercules and WSP, attached to such certificate were duly adopted
        and continue in force and effect, and (2) the officers of the Company
        executing this Agreement and such other documents executed and delivered
        pursuant to or in connection with this Agreement are incumbent officers of
        the
        Company and that the specimen signatures on such certificate or certificates
        are
        their genuine signatures.

       

      (d)  The
        Debt
        Financing shall have been consummated, provided, however, that in the event
        that
        the parties fail to consummate the Debt Financing as a direct result of a
        breach
        by SPG of Section 5.13, then SPG shall not be entitled to exercise its rights
        under Section 9 hereof solely as a result of this subsection.

       

      (e)  The
        Company shall provide a notice in writing that it acknowledges that due to
        this
        transaction being consummated on the Closing Date, the Company will no longer
        participate in the Pension Plan of Hercules Incorporated, the Hercules
        Incorporated Savings and Investment Plan, the Hercules Long Term Incentive
        Compensation Plan and the Hercules Incorporated Management Incentive
        Compensation Plan. The Company shall notify Hercules prior to Closing Date
        of
        its intent to continue to participate in the Hercules Flexible Employee Benefits
        Plan for a period not to extend beyond July 1, 2006.

       

      (f)  There
        shall not have occurred a Material Adverse Effect and there shall not have
        been
        any change or effect that is reasonably likely to have a Material Adverse
        Effect.

       

      (g)  All
        contractual and other third party consents and notices required to be obtained
        or made by parties other than SPG prior to the Closing Date shall have been
        obtained.

       

      SECTION
        7.   Closing
        Deliveries

       

      .

       

      7.1  Company
        Closing Deliveries

       

      .
        At the
        Closing, in addition to the deliveries required under Section 6.3, the Company
        shall deliver to SPG, Hercules and WSP the documents set forth
        below:

       

      (i)  The
        Stockholders Agreement executed by the Company;

       

      (ii)  A
        certificate of good standing for the Company certified by the Secretary of
        State
        of the State of Delaware as of a date not more than fifteen (15) days prior
        to
        the date hereof;

       

      (iii)  A
        date-stamped copy of the Company’s Certificate of Incorporation, as filed with
        the Secretary of State of the State of Delaware on or prior to the Closing
        Date;

       

      (iv)  The
        certificate described in Section 6.3(c) hereof; and

       

      (v)  The
        Transition Services Agreement executed by the Company.

       

      7.2  Hercules
        and WSP Closing Deliveries

       

      .
        At the
        Closing, in addition to the deliveries required under Section 6.3, Hercules
        and
        WSP shall deliver to SPG the documents set forth below:

       

      (i)  The
        Transition Services Agreement executed by Hercules;

       

      (ii)  The
        Option Agreement executed by WSP;

       

      (iii)  Each
        of
        the certificates described in Section 6.3(b) and (c) hereof;

       

      (iv)  All
        assignments or licenses of Intellectual Property Rights required under this
        Agreement;

       

      (v)  The
        Stockholders Agreement executed by WSP; 

       

      1. A
        duly
        executed and acknowledged certificate, in form and substance acceptable to
        SPG
        and in compliance with the Code and Treasury Regulations, certifying such
        facts
        as to establish that the sale of the Hercules Shares and any other transactions
        contemplated hereby are exempt from withholding pursuant to Section 1445
        of the
        Code; and

       

      (vi)  A
        letter
        from the Agent to the effect that the security interests related to the
        FiberVisions Group assets under the Credit Agreement have been fully satisfied
        and released.

       

      7.3  SPG
        Closing Deliveries

       

      .

       

      (a)  At
        the
        Closing, in addition to the deliveries required under Section 6.2, SPG shall
        deliver to the Company, Hercules and WSP the following:

       

      (i)  A
        certificate of good standing for SPG certified by the Secretary of State
        of the
        jurisdiction of its organization as of a date not more than fifteen (15)
        days
        prior to the date hereof;

       

      (ii)  Each
        of
        the certificates described in Sections 6.2(b) and (c) hereof;

       

      (iii)  A
        date-stamped copy of SPG’s certificate of formation, as filed with the Secretary
        of State of the jurisdiction of organization on or prior to the Closing Date
        and
        as in effect on the Closing Date;

       

      (iv)  This
        Agreement signed by SPG;
        and

       

      (v)  The
        Option Agreement executed by SPG.

       

      (b)  On
        the
        Closing Date, the Company shall pay to Hercules the Redemption Price by wire
        transfer of immediately available funds as directed by Hercules.

       

      (c)  On
        the
        Closing Date, SPG shall pay to WSP the payment described in Section 5.24
        hereof
        by wire transfer of immediately available funds as directed by WSP.

       

      SECTION
        8.   Indemnification

       

      .

       

      8.1  Indemnification
        by Parties

       

      .

       

      (a)  The
        Stockholders (the “Company
        Indemnifying Parties”)
        agree
        to jointly and severally indemnify and hold the Company and its Affiliates
        (including SPG), officers, directors, members, heirs, successors, permitted
        assigns, executors, employees and agents (the “SPG
        Indemnified Parties”)
        harmless from and against any and all claims, actions, damages, losses, taxes,
        liabilities, costs and expenses (including reasonable attorneys’ fees)
        (collectively, “Losses”)
        resulting from (i) any one or more breaches of the representations and
        warranties contained in Section 3 hereof, (ii) any breach of a covenant or
        other
        agreement by Hercules, WSP or the Company (for Company breaches resulting
        from
        actions taken or not taken by Hercules or WSP) made in this Agreement, (iii)
        any
        and
        all liability for Taxes of the FiberVisions Group with respect to any taxable
        period of the FiberVisions Group (or any predecessors) for all taxable periods
        ending on or before the Closing Date (“Pre-Closing
        Tax Period”)
        and
        with respect to any taxable period that begins on or before and ends after
        the
        Closing Date (“Straddle
        Period”),
        for
        the portion thereof ending on the Closing Date, (iv) any and all liability
        (as a
        result of Treasury Regulation Section 1.1502-6 or otherwise) for Taxes of
        Hercules or WSP, or any other person (other than the FiberVisions Group)
        which
        is or has ever been affiliated with any member of the FiberVisions Group
        or with
        whom any member of the FiberVisions Group otherwise joins or has ever joined
        (or
        is or has ever been required to join) in filing any consolidated, combined,
        unitary or aggregate Tax Return, prior to the Closing Date, (v) any payments
        required to be made after the Closing Date under any Tax sharing, Tax indemnity,
        Tax allocation or similar binding contracts (whether or not written) to which
        any member of the FiberVisions Group was obligated, or was a party, on or
        prior
        to the Closing Date, (vi) any and all liabilities for Taxes of the SPG or
        the
        FiberVisions Group resulting from income of SPG or the FiberVisions Group
        included under Section 951(a) of the Code that is realized in a transaction
        that
        occurs on or before the Closing, (vii) any and all liability for Taxes resulting
        from the cancellation or settlement of any debt as set forth in Section 5.18,
        (viii) any and all liability for all Taxes arising in connection with the
        Restructuring, and (ix) the portion of any liability to the extent related
        to
        exposure to asbestos occurring, or alleged to have occurred, prior to the
        Closing from a product manufactured or sold by any member of the FiberVisions
        Group or any Affiliate, including Hercules, or related to an asset owned
        or
        operated by any member of the FiberVisions Group or any Affiliate, including
        Hercules, prior to the Closing.

       

      (b)  The
        Company Indemnifying Parties agree to jointly and severally indemnify and
        hold
        the SPG Indemnified Parties harmless from and against any and all Losses
        arising
        under or in connection with any defined benefit, defined contribution or
        welfare
        plan maintained by Hercules, WSP or any of their Affiliates, including any
        such
        plan listed on Schedule
        3.20(a)
        or
Schedule
        3.20(d)
        (other
        than for Losses arising after and attributable to any events occurring after
        the
        Closing Date with respect to any plan contributed to or maintained by any
        member
        of the FiberVisions Group after the Closing Date; provided that for the purposes
        hereof, the participation in or contribution to any plan pursuant to the
        Transition Services Agreement, or Section 5.16(a) or Section 5.16(c) of this
        Agreement, shall not be considered a plan that is contributed to or maintained
        by any member of the FiberVisions Group).

       

      (c)  The
        Company Indemnifying Parties agree to jointly and severally indemnify and
        hold
        the SPG Indemnified Parties harmless from and against any and all Losses
        resulting from (i) the lawsuit of Freudenberg
        Spunweb Company v. FiberVisions, L.P.,
        Civil
        Action No. 04C-03-073 FSS, in the Superior Court of the State of Delaware
        in and
        for New Castle County, pursuant to which Freudenberg Spunweb alleges breach
        of
        contract and breach of warranty in connection with the sale of fiber under
        the
        Supply Agreement on Polypropylene Polymer Fibers between Freudenberg Spunweb
        Co.
        Ltd. and FiberVisions, L.P. dated March 15, 2000; and (ii) the former business
        transactions not in the ordinary course of business consummated since January
        1,
        1997 by any member of the FiberVisions Group involving sales of businesses
        or
        dispositions of capital assets (having a net book value of more than $250,000
        at
        the time of the transaction).

       

      (d)  SPG
        (the
“SPG
        Indemnifying Party”),
        agrees to indemnify and hold the Company, Hercules and WSP and their respective
        Affiliates, officers, directors, partners, members, successors, permitted
        assigns, employees and agents (in such capacity, the “Company
        Indemnified Parties”;
        together with the SPG Indemnified Parties, the “Indemnified
        Parties”)
        harmless from and against all Losses, resulting from (i) any one or more
        breaches of the representations contained in Section 4 hereof and (ii) any
        breach of a covenant or other agreement by SPG made in this Agreement, including
        Section 5.1(b).

       

      8.2  Limitations
        on Indemnity

       

      .
        Notwithstanding the foregoing provisions of Section 8.1 and any other provision
        of this Agreement:

       

      (a)  Any
        claim
        that has been timely asserted by an Indemnified Party (as hereinafter defined)
        in accordance with Section 8.5 hereof within the applicable time period
        specified in Section 8 shall survive past the applicable time limits set
        forth
        in Section 3.29 and Section 4.9 until the final resolution of the
        claim.

       

      (b)  Notwithstanding
        anything in this Section 8 to the contrary, the Company Indemnifying Parties
        shall not have liability to the SPG Indemnified Parties under Section 8.1(a)(i)
        for any individual Loss or series of related Losses arising from a breach
        of the
        representations and warranties in Section 3 (other than the representations
        and
        warranties in Sections 3.1, 3.2, 3.3, 3.4, 3.9, 3.12, 3.26, 3.27 and 3.28)
        in an
        amount less than $25,000 and until the sum of the aggregate amount of the
        Losses
        exceeds $1,000,000 (the “Basket
        

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Amount”)
        in
        which case the SPG Indemnified Parties shall be entitled to losses in an
        amount
        up to $10,000,000 (the “Cap
        Amount”),
        provided, however, that the Company Indemnifying Parties shall be liable
        only
        for the amount by which all Losses (up to the Cap Amount) exceed the Basket
        Amount up to the Cap Amount. Notwithstanding anything in this Section 8 to
        the
        contrary, the SPG Indemnifying Parties shall not have liability to the Company
        Indemnified Parties under Section 8.1 for any individual Loss arising from
        a
        breach of the representations and warranties in Section 4 (other than the
        representations and warranties in Sections 4.1, 4.2, 4.3 and 4.7 ) in an
        amount
        less than $25,000 and until the sum of the aggregate amount of the Losses
        exceeds the Basket Amount in which case the Company Indemnified Parties shall
        be
        entitled to losses in an amount up to the Cap Amount, provided, however,
        that
        the SPG Indemnifying Parties shall be liable only for the amount by which
        all
        Losses (up to the Cap Amount) exceed the Basket Amount. For purposes of this
        Section 8.2, all Losses arising from the same facts, circumstances or event
        shall be deemed to constitute a single individual Loss. The Basket Amount
        and
        the Cap Amount shall not be applicable to (i) any Losses resulting from any
        representation and warranty specifically related to ownership or title of
        the
        Company’s assets and properties, (ii) to any Losses arising under or in
        connection with any defined benefit, defined contribution or welfare plan
        maintained by Hercules, WSP or any of their Affiliates, including any such
        plan
        listed on Schedule 3.20(a) or Schedule 3.20(d), regardless of when occurred,
        (iii) to any Losses arising under Section 8.1(a)(ii) through (ix), Section
        8.1(b) or Section 8.1(c), (iv) to any extent that the particular Company
        Indemnifying Party has engaged in fraud or willful misrepresentation or (v)
        to
        any extent that the SPG Indemnifying Party has engaged in fraud or willful
        misrepresentation.
        The
        Basket Amount and Cap Amount shall not be applicable to any Losses resulting
        from any breach of a covenant or other agreement by SPG made in this Agreement
        (whether for actions taken or not taken).

       

      (c)  For
        purposes of determining whether any representation or warranty subject to
        indemnification has been breached and in calculating the amount of Losses
        relating thereto, such representations and warranties alleged to have been
        breached shall be construed as if any qualification or limitation with respect
        to Material Adverse Effect were omitted from the text of such representations
        (other than the reference to Material Adverse Effect in the first sentence
        of
        Section 3.6).

       

      ii. If,
        after
        the Closing Date, any member of the FiberVisions Group voluntarily amends
        or
        otherwise restates any Tax Return for a period prior to the Closing Date
        (except
        to the extent required by law) in such a manner as to increase the Tax liability
        thereon, no Loss shall arise and the Company Indemnifying Parties shall have
        no
        obligation to indemnify the SPG Indemnified Parties for such amount.


       

      8.3  Effect
        of Insurance

       

      .
        With
        respect to any indemnifiable claim hereunder, the amount recoverable by the
        party seeking indemnification shall take into account any reimbursements,
        net of
        taxes, realized by such party from insurance policies or other indemnification
        sources arising from the same incident or set of facts or circumstances giving
        rise to the claim for indemnification. Upon the payment of the indemnified
        claim
        from the Indemnifying Party to the Indemnified Party, the Indemnifying Party
        shall have a right of subrogation with respect to any insurance proceeds
        or
        other rights to third party reimbursement for such claims held by the
        Indemnifying Party. Nothing in this Section 8.3 shall create an obligation
        on
        the part of any party to carry any specific types or amounts of
        insurance.

       

      8.4  Exclusive
        Remedy

       

      .
        With
        the exception of any claims for fraud or willful misrepresentation, the
        indemnification obligations of the Stockholders under this Section 8 shall
        constitute the sole and exclusive remedy of SPG with respect to any breach
        of
        any representation, warranty or covenant by the Company or any Stockholder
        hereunder. In furtherance of the foregoing, SPG hereby waives and releases,
        to
        the fullest extent permitted by applicable law and, except for claims of
        fraud,
        any and all other rights, claims and causes of action (including rights of
        contributions, if any) known or unknown, foreseen or unforeseen, which exist
        or
        may arise in the future, that it may have against any of the Stockholders,
        arising under or based upon any federal, state or local statute, law, ordinance,
        rule, regulation or judicial decision (including any such statute, law,
        ordinance, rule, regulation or judicial decision relating to environmental
        matters or arising under or based upon any securities law, common law or
        otherwise) in respect of the representations, warranties and covenants of
        the
        Stockholders and the Company set forth herein. SPG shall be entitled to such
        remedies as shall be available at law or in equity with respect to any willful
        breach of the representations, warranties and covenants of the Stockholders
        and
        the Company set forth herein. This Section 8.4 shall survive
        Closing.

       

      8.5  Notice
        of Claim

       

      .
        In the
        event that a SPG Indemnified Party or a Company Indemnified Party (an
“Indemnified
        Party”)
        seeks
        indemnification, the Indemnified Party shall give reasonably prompt written
        notice to the Company Indemnifying Party or SPG Indemnifying Party, as the
        case
        may be (the “Indemnifying
        Party”),
        specifying the facts in reasonable detail constituting the basis for such
        claim
        and the amount, to the extent known, of the claim asserted; provided, however,
        that any failure to provide such prompt notice shall not affect the right
        to
        assert a claim to the extent the Indemnifying Party is not materially prejudiced
        by such delay. The parties shall attempt for not less than thirty (30) days
        to
        negotiate a mutually satisfactory resolution of such matter. In the event
        the
        parties are not able to agree on a mutually satisfactory resolution, either
        party may seek to resolve the dispute by litigation.

       

      8.6  Third
        Person Claims

       

      .
        If an
        Indemnified Party is entitled to indemnification hereunder because of a claim
        asserted by any claimant other than an Indemnified Party (a “Third
        Person”),
        the
        Indemnified Party shall give the Indemnifying Party reasonably prompt written
        notice thereof. The Indemnifying Party shall have the right, upon written
        notice
        to the Indemnified Party, and using counsel reasonably satisfactory to the
        Indemnified Party, to investigate, contest, control the defense of or settle
        the
        claim alleged by such Third Person (a “Third-Person
        Claim”);
        the
        Indemnified Party may thereafter participate in (but not control) the defense
        of
        any such Third-Person Claim with its own counsel at its own expense. Any
        settlement must be consented to by the Indemnified Party unless such settlement
        provides for a full release and satisfaction of all outstanding claims against
        the Indemnified Party and only involves the payment of money in satisfaction
        of
        such claim. Upon the reasonable request of the Indemnifying Party, the
        Indemnified Party shall promptly provide such information as may be reasonably
        needed by the Indemnifying Party to make a determination of whether or not
        to
        assume defense of such claim. If after the receipt of such information the
        Indemnifying Party shall fail to assume the defense of any such Third-Person
        Claim within twenty (20) days of receiving written notification of such claim
        and such requested information:

       

      (a)  the
        Indemnified Party, in good faith, may defend against such claim, in such
        manner
        as it may deem appropriate, including, but not limited to, settling such
        claim,
        after giving at least twenty (20) days’ advance notice of any proposed
        settlement to the Indemnifying Party and receiving the Indemnifying Party’s
        prior written consent, which may not be unreasonably withheld, on such terms
        as
        the Indemnified Party, in good faith, may deem appropriate; and

       

      (b)  the
        Indemnifying Party may participate in (but not control) the defense of such
        action, with its own counsel at its own expense. The Parties shall make
        available to each other all relevant information in their possession relating
        to
        any such Third-Person Claim and shall cooperate in the defense
        thereof.

       

      8.7  Set
        Off

       

      .
        SPG
        shall not be permitted to set off any amount to which it may be entitled
        under
        this Agreement.

       

      8.8  Purchase
        Price Adjustment

       

      .
        Any
        indemnification payment made by Hercules pursuant to this Agreement shall
        be
        treated as an adjustment to the Redemption Price for Tax purposes, unless
        otherwise required by applicable law.

       

      SECTION
        9.   Termination
        and Waiver

       

      .

       

      9.1  Termination

       

      .
        This
        Agreement may be terminated prior to the Closing:

       

      (a)  by
        the
        mutual written consent of Hercules, WSP and SPG;

       

      (b)  by
        Hercules and WSP, if SPG shall (i) fail to comply in any material respect
        with
        any covenant or agreement contained herein with which it is required to comply,
        or (ii) materially breach any of its representations or warranties contained
        herein so as to cause a condition to closing to be incapable of satisfaction,
        which failure or breach is not cured within ten (10) days after Hercules
        has
        notified SPG in writing of its intent to terminate this Agreement pursuant
        to
        this subsection (b) of Section 9.1;

       

      (c)  by
        SPG if
        Hercules or WSP shall (i) fail to comply in any material respect with any
        covenant or agreement contained herein with which they are required to comply,
        or (ii) breach any of their representations or warranties contained herein
        so as
        to cause a condition to closing to be incapable of satisfaction, which failure
        or breach is not cured within ten (10) days after SPG has notified Hercules
        and
        WSP of its intent to terminate this Agreement pursuant to this subsection
        (c) of
        Section 9.1; or

       

      (d)  by
        either
        Hercules and WSP, or SPG in the event of the issuance of a final, nonappealable
        governmental order restraining or prohibiting any of the transactions
        contemplated herein.

       

      (e)  by
        either
        Hercules and WSP, or SPG if the Closing shall not have been consummated on
        or
        before 5:00 p.m. (EST) on April 30, 2006; provided
        that the
        right to terminate this Agreement pursuant to this clause (e) shall not be
        available to the party (if any) whose failure to fulfill or cause to be
        fulfilled any obligation under this Agreement has been the primary cause
        of the
        failure of the Closing to occur on or before such date.

       

      9.2  Notice
        of
        Termination

       

      .
        Any
        party desiring to terminate this Agreement pursuant to Section 9.1 shall
        give
        written notice of such termination to the other parties to this
        Agreement.

       

      9.3  Effect
        of Termination

       

      .
        In the
        event of the termination of this Agreement as provided in Section 9.1, this
        Agreement shall forthwith become void and there shall be no liability on
        the
        part of any party to this Agreement, except as set forth in Section 9.4 and
        Section 10, provided,
        however,
        that
        nothing in this Agreement shall relieve any party from liability for any
        (i)
        any
        intentional, knowing and material misrepresentation or breach of warranty
        by
        such party or (ii) a willful and material breach by the such party of any
        covenant or agreement contained herein.

       

      9.4  Return
        of Documents

       

      .
        Upon
        termination of this Agreement prior to the Closing, SPG shall deliver to
        Hercules the originals and all copies made available to SPG, its advisers
        and
        representatives of information concerning Hercules, WSP and the Company,
        and
        neither SPG nor its advisers and representatives shall retain or furnish
        to any
        third party any copies, extracts, or other reproductions in whole or in part
        of
        such information.

       

      SECTION
        10.   Miscellaneous

       

      .

       

      10.1  Binding
        Agreement

       

      .
        This
        Agreement and each provision herein shall be binding upon and applicable
        to, and
        shall inure to the benefit of, the parties hereto, their heirs, executors,
        successors and permitted assigns.

       

      10.2  Notices

       

      .
        All
        notices, requests, demands and other communications required or permitted
        under
        this Agreement shall be in writing and shall be deemed to have been duly
        made
        and received when personally delivered, five (5) days after deposit with
        the
        United States Post Office, by registered or certified mail, postage prepaid,
        return receipt requested or one (1) business day after being sent via facsimile
        (with answer back receipt and hard copy sent by mail as provided above) or
        nationally-recognized overnight courier service, addressed as set forth below
        or
        at such other address as such party may designate in the manner set forth
        in
        this Section 10.2:

       

      If
        to
        Hercules and WSP, then to:

       

      Hercules
        Incorporated

      Hercules
        Plaza

      1313
        North Market Street

      Wilmington,
        DE 19894

      Telephone
        No.: (302) 594-6491

      Facsimile
        No.: (302) 594-6909

      Attention:
        Allen Spizzo

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      With
        a
        copy to:

       

      Hercules
        Incorporated   Hercules
        Incorporated

      Hercules
        Plaza    Hercules
        Plaza

      1313
        North Market Street   1313
        North Market Street

      Wilmington,
        DE 19894   Wilmington,
        DE 19894

      Telephone
        No.: (302) 594-5128  Telephone
        No.: (302) 594-6460

      Facsimile
        No.: (302) 594-7252  Facsimile
        No.: (302) 594-7730

      Attention:
        Israel Floyd   Attention:
        Gregory McCoy

       

      Ballard
        Spahr Andrews & Ingersoll, LLP

      1735
        Market Street, 51st
        Floor

      Philadelphia,
        PA 19103-7599

      Telephone
        No: (215) 864-8606

      Facsimile
        No: (215) 864-9166

      Attention:
        Justin P. Klein

      


      If
        to the
        Company, then to:

       

      FiberVisions
        Delaware Corporation

      Hercules
        Plaza

      1313
        North Market Street

      Wilmington,
        DE 19894

      Telephone
        No.: (302) 594-6491

      Facsimile
        No.: (302) 594-6909

      Attention:
        President of FiberVisions Delaware Corporation

       

      With
        a
        copy to:

       

      Hercules
        Incorporated   Hercules
        Incorporated

      Hercules
        Plaza    Hercules
        Plaza

      1313
        North Market Street   1313
        North Market Street

      Wilmington,
        DE 19894   Wilmington,
        DE 19894

      Telephone
        No.: (302) 594-6491  Telephone
        No.: (302) 594-6460

      Facsimile
        No.: (302) 594-6909  Facsimile
        No.: (302) 594-7730

      Attention:
        Allen Spizzo   Attention:
        Gregory McCoy

       

      If
        to
        SPG, then to the address indicated on Schedule 4.6
        hereto.

       

      With
        a
        copy to:

       

      Simpson
        Thacher & Bartlett LLP

      425
        Lexington Avenue

      New
        York,
        NY

      Telephone
        No.: (215) 455-3629

       

      Facsimile
        No.: (215) 455-2502

       

      Attention:
        Alan G. Schwartz

       

      10.3  Consents
        and Waivers

       

      .
        No
        consent or waiver, express or implied, by any party hereto of the breach,
        default or violation by any other party hereto of its obligations hereunder
        shall be deemed or construed to be a consent or waiver to or of any other
        breach, default or violation of the same or any other obligations of such
        party
        hereunder. Failure on the part of any party hereto to complain of any act
        of any
        of the other parties or to declare any of the other parties hereto in default,
        irrespective or how long such failure continues, shall not constitute a waiver
        by such party of his rights hereunder.

       

      10.4  Assignments,
        Successors, and No Third-Party Rights

       

      .
        No
        party may assign any of its rights or obligations under this Agreement without
        the prior written consent of the other parties hereto, and any attempted
        prohibited assignment shall be void; provided that any party shall be entitled
        to assign its rights under the Agreement to a controlled Affiliate of such
        party
        (or in the case of SPG, a controlled Affiliate of Snow, Phipps & Guggenheim,
        L.P.) that agrees to be bound by all of the terms and conditions of this
        Agreement. Subject to the preceding sentence, this Agreement will apply to,
        be
        binding in all respects upon, and inure to the benefit of the successors
        and
        permitted assigns of the parties. Nothing expressed or referred to in this
        Agreement will be construed to give any Person other than the parties to
        this
        Agreement any legal or equitable right, remedy, or claim under or with respect
        to this Agreement or any provision of this Agreement. This Agreement and
        all of
        its provisions and conditions are for the sole and exclusive benefit of the
        parties to this Agreement and their successors
        and permitted assigns.

       

      10.5  Amendments
        and Termination

       

      .
        No
        change, modification or termination of this Agreement shall be valid unless
        the
        same is in writing and signed by the Company, Hercules, WSP and
        SPG.

       

      10.6  Governing
        Law; Consent to Jurisdiction

       

      .
        This
        Agreement and all questions relating to its validity, interpretation and
        performance shall be governed by and construed in accordance with the laws
        of
        the State of Delaware without regard to its conflict of law principles or
        rules.
        Each party hereto consents and agrees that the state or federal courts located
        in the State of Delaware shall have exclusive jurisdiction to hear and determine
        any claims or disputes pertaining to this Agreement or any of the other
        Definitive Agreements, and each party hereto expressly submits and consents
        in
        advance to such jurisdiction in any action or suit commenced in such court,
        waives any objection that it may have based upon lack of personal jurisdiction,
        improper venue or forum
        non conveniens,
        and
        hereby waives its right to jury trial.

       

      10.7  Prior
        Agreements

       

      .
        This
        Agreement, including the Exhibits and Schedules hereto, supersede any prior
        or
        contemporaneous understanding or agreement among the parties respecting the
        subject matter hereof or thereof. There are no arrangements, understandings
        or
        agreements, oral or written, among the parties hereto relating to the subject
        matter of this Agreement, except those fully expressed herein or in documents
        executed contemporaneously herewith. No change or modification of this Agreement
        shall be valid or binding upon the parties hereto unless such change or
        modification or waiver shall be in writing and
        signed
        by the parties hereto.

       

      10.8  Confidential
        and Embedded Information

       

      .

       

      (a)  “Confidential
        Information” means and includes valuable and proprietary information of a party
        whether through electronic media or through any media whatsoever, including,
        information relating to: (a) the operations and financial condition of such
        party, (b) trademarks, patents and patent applications, copyrights, business
        processes, trade secrets, algorithms, software programs, contracts or any
        other
        agreements pertaining to such party, (c) all Intellectual Property Rights,
        and
        (d) any other information of a confidential and/or proprietary nature.
        Confidential Information does not include information which (i) was in the
        public domain at the time it was disclosed or has entered the public domain
        through no fault of the receiving party, (ii) was known to the receiving
        party,
        without restriction, at the time of disclosure, (iii) is disclosed with the
        prior written approval of the disclosing party or one of its Affiliates,
        (iv)
        was independently developed by the disclosing party without any use of the
        Confidential Information, (v) becomes known to the receiving party, without
        restriction, from a source other than the disclosing party or its Affiliates,
        (vi) is disclosed generally to third parties by the disclosing party and
        its
        Affiliates without restrictions similar to those contained in this Section,
        (vii) is required to be disclosed in order for the receiving party to fulfill
        its obligations under this Agreement or to enforce its rights under this
        Agreement, or (viii) is disclosed pursuant to law, the order or requirement
        of a
        court, administrative agency, or other governmental body; provided that the
        receiving party shall provide prompt notice thereof to the disclosing
        party.

       

      (b)  The
        parties acknowledge that Hercules, WSP and certain Affiliates of Hercules
        and
        WSP have provided SPG, its advisers and representatives, with access to certain
        Confidential Information of Hercules and WSP. The parties acknowledge that
        SPG
        and certain Affiliates of SPG have provided Hercules and WSP, their advisers
        and
        representatives with access to certain Confidential Information of
        SPG.

       

      (c)  Accordingly,
        SPG, its advisers and representatives, shall be obligated to maintain the
        confidentiality of all Confidential Information of Hercules, WSP and/or any
        Affiliate of Hercules or WSP that has been provided by Hercules or WSP to
        SPG,
        its advisers and representatives, and that does not relate primarily to the
        FiberVisions Business for a term of four (4) years from the date of this
        Agreement, in the case of commercial business information, and seven (7)
        years
        from the date of this Agreement, in the case of Intellectual Property
        Rights.

       

      (d)  Accordingly,
        Hercules and WSP, their advisers and representatives, shall be obligated
        to
        maintain the confidentiality of all Confidential Information of SPG and/or
        any
        Affiliate of SPG that has been provided by SPG to Hercules and WSP, their
        advisers and representatives, and that does not relate primarily to the
        FiberVisions Business for a term of four (4) years from the date of this
        Agreement, in the case of commercial business information, and seven (7)
        years
        from the date of this Agreement, in the case of Intellectual Property
        Rights.

       

      (e)  Notwithstanding
        anything to the contrary herein, the parties acknowledge that there is certain
        information with respect to the Company, Hercules, WSP and SPG, which is
        embedded in the Confidential Information and no party shall be obligated
        to
        extract or deliver such embedded information.

       

      10.9  Public
        Announcements

       

      .
        Except
        as
        may be required by Law or stock exchange rules, no party to this Agreement
        or
        any Affiliate or representative of such party shall make any public
        announcements or otherwise communicate with any news media in respect of
        this
        Agreement or the transactions contemplated by this Agreement without the
        prior
        written consent of Hercules or SPG, as the case may be (which consent shall
        not
        be unreasonably withheld), and prior to any announcement or communication
        the
        parties shall cooperate as to the timing and contents of any such announcement
        or communication.

       

      10.10  Severability

       

      .
        In case
        any of this Agreement shall be invalid, illegal or unenforceable, the validity,
        legality and enforceability of the remaining provisions shall not in any
        way
        be
        affected
        or impaired thereby.

       

      10.11  Counterparts

       

      .
        This
        Agreement may be signed in any number of counterparts and/or by facsimile,
        each
        of which shall be an original for all purposes, but all of which taken together
        shall constitute
        only one agreement.

       

      10.12  Captions

       

      .
        The
        captions and headings in this Agreement are included for ease of reference
        only
        and will be disregarded in interpreting or construing this
        Agreement.

       

      10.13  Exhibits,
        Schedules and Other References

       

      .
        References in this Agreement to any “Exhibit” or “Schedule”, unless otherwise
        specified, refer to one of the Exhibits or Schedules attached to this Agreement,
        and references made to an “Article” or a “Section” unless otherwise specified,
        refer to one of the Articles or Sections of this Agreement.

       

      10.14  Rules
        of Construction

       

      .
        The
        plural form of any noun shall include the singular and the singular shall
        include the plural, unless the context requires otherwise. Each of the
        masculine, neuter and feminine forms of any pronoun shall include all such
        forms
        unless context requires otherwise. The terms “include”, “includes”, “including”
and all other forms and derivations of such term shall mean including without
        limitation. The terms “herein”, “hereof”, “hereunder”, “hereby”, “hereto”,
“herewith” and words of similar import shall refer to this Agreement as a whole
        and not to any particular article, section or paragraph of this Agreement.
        The
“(s)” shall mean any one or more.

       

      


      [SIGNATURES
        ARE ON THE FOLLOWING PAGE]

       

      


      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



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

       

      HERCULES
        INCORPORATED

      


      


      By:
         

      Name:
         

      Title:
         

      


      


      WSP,
        INC.

      


      


      By:
         

      Name:
         

      Title:
         

      


      


      SPG/FV
        INVESTOR LLC

      


      


      By:
         

      Name:
         

      Title:
         

      


      


      FIBERVISIONS
        DELAWARE CORPORATION

      


      


      By:
                

      Name:
               

      Title:
               

      


      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      EXHIBIT
        A

       

      


       

      COMPANY’S
        CERTIFICATE OF INCORPORATION

       

      


       

      


       

      [SEE
        ATTACHED]

       

      


      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      EXHIBIT
        B

       

      


       

      STOCKHOLDERS
        AGREEMENT

       

      


       

      


       

      [SEE
        ATTACHED]

       

      


      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


            


            


            


            


          

        

      



      EXHIBIT
        C

       

      


       

      OPTION
        AGREEMENT

       

      


       

      


       

      [SEE
        ATTACHED]

       

      


      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


            


            


            


            


          

        

      



      EXHIBIT
        D

       

      


       

      TRANSITION
        SERVICES AGREEMENT

       

      


       

      


       

      [SEE
        ATTACHED]

       

      


      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


            


            


            


            


          

        

      



      EXHIBIT
        E

       

      


       

      COMMITMENT
        LETTERS

       

      


       

      


       

      [SEE
        ATTACHED]

       

      


      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


            


            


            


            


          

        

      



      EXHIBIT
        F

       

      


       

      FORM
        OF EMPLOYEE LEASE AGREEMENT

       

      


       

      


       

      [SEE
        ATTACHED]

       

      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      


       

      


       

      


       

      


       

      


       

      


       

      


       

      STOCKHOLDERS
        AGREEMENT

       

      BY
        AND AMONG

       

      FIBERVISIONS
        DELAWARE CORPORATION

       

      WSP,
        INC.

       

      AND

       

      SPG/FV
        INVESTOR LLC

       

      


      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      
        	 	
                TABLE
                  OF CONTENTS

                 

              	
                Page

                 

              
	 	
                ARTICLE
                  I

                DEFINITIONS

              	 
	
                SECTION
                  1.1.

                 

              	
                Definitions

                 

              	
                1

                 

              
	 	 	 
	 	
                ARTICLE
                  II

                GENERAL
                  PROVISIONS

              	 
	
                SECTION
                  2.1.

                 

              	
                Contract

                 

              	
                5

                 

              
	 	 	 
	 	
                ARTICLE
                  III

                STOCKHOLDERS

              	 
	
                SECTION
                  3.1.

                 

              	
                Voting

                 

              	
                5

                 

              
	
                SECTION
                  3.2. 

                 

              	
                Non-Compete 

                 

              	
                5

                 

              
	
                SECTION
                  3.3.

                 

              	
                Loans
                  and Guarantees by Stockholders

                 

              	
                5

                 

              
	 	 	 
	 	
                ARTICLE
                  IV

                ELECTION
                  OF DIRECTORS

              	 
	
                SECTION
                  4.1.

                 

              	
                Election
                  of Directors

                 

              	
                6

                 

              
	 	 	 
	 	
                ARTICLE
                  V

                SPECIAL
                  ACTIONS

              	 
	
                SECTION
                  5.1.

              	
                Special
                  Actions

              	
                7

              
	
                SECTION
                  5.2.

                 

              	
                Expenses

                 

              	
                9

                 

              
	 	 	 
	 	
                ARTICLE
                  VI

                ADDITIONAL
                  ISSUANCES; PREEMPTIVE RIGHTS

              	 
	
                SECTION
                  6.1.

                 

              	
                Additional
                  Issuances

                 

              	
                9

                 

              
	
                SECTION
                  6.2.

                 

              	
                Preemptive
                  Rights

                 

              	
                9

                 

              
	 	 	 
	 	
                ARTICLE
                  VII

                TRANSFERS
                  OF STOCK

              	 
	
                SECTION
                  7.1.

                 

              	
                General
                  Restriction

                 

              	
                10

                 

              
	
                SECTION
                  7.2.

                 

              	
                Right
                  of First Refusal

                 

              	
                10

                 

              
	
                SECTION
                  7.3. 

                 

              	
                Tag-Along
                  Rights 

                 

              	
                11

                 

              
	
                SECTION
                  7.4. 

              	
                Drag-Along
                  Rights 

              	
                12

              
	 	 	 
	 	
                ARTICLE
                  VIII

                TERMINATION

              	 
	
                SECTION
                  8.1.

                 

              	
                Termination

                 

              	
                14

                 

              
	 	 	 
	 	
                ARTICLE
                  IX

                MISCELLANEOUS

              	 
	
                SECTION
                  9.1.

                 

              	
                Amendment
                  to the Agreement

                 

              	
                15

                 

              
	
                SECTION
                  9.2.

                 

              	
                Copy
                  of Agreement to Be Kept on File

                 

              	
                15

                 

              
	
                SECTION
                  9.3.

                 

              	
                Stock
                  Certificates to Be Marked with Legend

                 

              	
                15

                 

              
	
                SECTION
                  9.4.

                 

              	
                Successors;
                  Counterparts

                 

              	
                15

                 

              
	
                SECTION
                  9.5.

                 

              	
                Governing
                  Law; Severability

                 

              	
                15

                 

              
	
                SECTION
                  9.6.

                 

              	
                Headings

                 

              	
                16

                 

              
	
                SECTION
                  9.7.

                 

              	
                Additional
                  Documents

                 

              	
                16

                 

              
	
                SECTION
                  9.8.

                 

              	
                Notices

                 

              	
                16

                 

              
	
                SECTION
                  9.9.

              	
                Interpretation

              	
                16

              


      

      


      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      
        	 	
                SCHEDULED

                 

              	 
	
                Schedule
                  A

                 

              	
                Stockholders,
                  Number of Shares, Ownership Percentage

                 

              	
                A

                 

              
	
                Schedule
                  B

                 

              	
                Designees

                 

              	
                B

                 

              
	
                Schedule
                  C

                 

              	
                Pre-Approved
                  Affiliate Fees

                 

              	
                C

                 

              
	 	 	 
	 	
                EXHIBITS

                 

              	 
	
                Exhibit
                  A

                 

              	
                Form
                  of Agreement to be Bound

                 

              	 


      

      


       

      


       

      


       


      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      THIS
        STOCKHOLDERS AGREEMENT dated as of _______, 2006 (this “Agreement”)
        by and
        among FiberVisions Delaware Corporation, a Delaware corporation (the
“Company”),
        WSP,
        INC., a Delaware corporation (“WSP”),
        and
        SPG/FV Investor LLC, a Delaware limited liability company (“SPG,”
and,
        together with WSP, the “Stockholders”
and
        each, a “Stockholder”).

       

      RECITALS

       

      WHEREAS,
        the
        Stockholders are the owners of all of the issued and outstanding shares of
        the
        Stock (as such term is defined below) of the Company.

       

      WHEREAS,
        the
        Stockholders, the Company and Hercules Incorporated, a Delaware corporation,
        and
        the sole stockholder of WSP (“Hercules”)
        are
        parties to that certain Contribution Agreement, dated as of January 31, 2006
        (“Contribution
        Agreement”).

       

      WHEREAS,
        the
        Stockholders have entered into that certain Option Agreement, dated as of
        even
        date herewith (the “Option
        Agreement”),
        pursuant to which WSP grants SPG the option to acquire 14% of the Stock of
        the
        Company from WSP (the “Option”)
        on the
        terms set forth in the Option Agreement.

       

      WHEREAS,
        the
        Stockholders believe that it is in their best interest to set forth certain
        agreements regarding fundamental decisions to be made involving the Company.
        

       

      NOW,
        THEREFORE,
        in
        consideration of the foregoing and the mutual promises and agreements made
        herein, the parties, intending to be legally bound, hereto hereby covenant
        and
        agree for themselves and their successors and assigns as follows and agree
        to
        execute an Agreement to be Bound in the form attached as Exhibit A:

       

       

      ARTICLE
        I

       

       

      Definitions

       

      SECTION
        1.1  Definitions.

       

      The
        following defined terms used in this Agreement shall, unless the context
        otherwise requires, have the meanings specified in this Section
        1.1.

       

      “Affiliate”
shall
        mean a Person Controlling, Controlled by or under common Control with such
        Person.

       

      “Affiliate
        Transferee”
shall
        have the meaning set forth in Section
        7.1
        of this
        Agreement.

       

      “Board”
shall
        have the meaning set forth in Section
        4.1(a)
        of this
        Agreement.

       

      “Bylaws”
shall
        mean the Bylaws of the Company dated as of January 30, 2006.

       

      


       


      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      “Certificate
        of Incorporation”
shall
        mean the Certificate of Incorporation of the Company filed on January 30,
        2006
        with the Secretary of State of the State of Delaware.

       

      “CEO
        Nominee”
shall
        have the meaning set forth in Section
        4.1(a)
        of this
        Agreement.

       

      “Closing
        Date”
shall
        mean March 31, 2006, or such other date as mutually agreed upon by the
        parties.

       

      “Company
        Notice”
shall
        have the meaning set forth in Section
        7.2(b)
        of this
        Agreement.

       

      “Company
        Option Period”
shall
        have the meaning set forth in Section
        7.2(b)
        of this
        Agreement.

       

      “Company
        Purchase Option”
shall
        have the meaning set forth in Section
        7.2(a)
        of this
        Agreement.

       

      “Company
        Transfer Notice”
shall
        have the meaning set forth in Section
        7.2(a)
        of this
        Agreement.

       

      “Competing
        Business”
shall
        mean the development, manufacture, marketing, sale and distribution of viscose,
        polypropylene, polyethylene, polyester, bi-component (defined as but not
        limited
        to staple fibers and continuous filaments made of two or more thermoplastic
        polymers having different melting points) staple fibers and filament yarns
        with
        and without additives to impart properties to the staple fibers and/or the
        filament yarns such as, but not limited to, color (solution dyed), dyeability,
        wettability and antimicrobial, and used in applications such as, but not
        limited
        to the production of nonwoven fabrics using a carded thermal bonded process,
        spunlace process, needlepunch process, airlaid process and combination thereof,
        the production of woven and knitted fabrics and the use in industrial
        applications such as, but not limited to, concrete reinforcement, concrete
        cracking prevention, automotive nonwoven, tea bags, wet laid applications,
        and
        binder fibers.

       

      “Contribution
        Agreement”
shall
        have the meaning set forth in the Recitals to this Agreement.

       

      “Control”
and
        each derivative thereof shall mean the possession, directly or indirectly,
        of
        the power to direct or cause to direct or cause the direction of the management
        and policies of a Person, whether through ownership of voting securities
        or
        otherwise.

       

      “Debt
        Financing”
shall
        mean the $90,000,000 in debt that the Company and Fibervisions A/S shall
        incur
        on the terms provided in the Contribution Agreement.

       

      “Dividends”
shall
        mean the Hercules Dividend and the WSP Dividend. 

       

      “Drag
        Along Rights”
shall
        have the meaning set forth in Section
        7.4(a)
        of this
        Agreement.

       

      “Drag
        Along Sale”
shall
        have the meaning set forth in Section
        7.4(a)
        of this
        Agreement.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Drag
        Along Sale Notice”
shall
        have the meaning set forth in Section
        7.4(b)
        of this
        Agreement.

       

      “Drag
        Along Sale Notice Period”
shall
        have the meaning set forth in Section
        7.4(b)
        of this
        Agreement.

       

      “Drag
        Along Sellers”
shall
        have the meaning set forth in Section
        7.4(a)
        of this
        Agreement.

       

      “Drag
        Along Transferee”
shall
        have the meaning set forth in Section
        7.4(a)
        of this
        Agreement.

       

      “Earnout
        Payment”
shall
        have the meaning set forth in Section
        5.2
        of the
        Contribution Agreement.

       

      “Fiscal
        Period”
means
        the fiscal year of the Company. Each Fiscal Period shall end on December
        31 or
        such other date as may be required by law.

       

      “Free
        Transfer Period”
shall
        have the meaning set forth in Section
        7.2(e).

       

      “Hercules
        Dividend”
means
        an amount equal to $41,800,000 which shall be payable by the Company to Hercules
        upon the consummation of the Debt Financing.

       

      “Nominees”
shall
        have the meaning set forth in Section
        4.1(a)
        of this
        Agreement.

       

      “Non-Selling
        Stockholders”
shall
        have the meaning set forth in Section
        7.3(a)
        of this
        Agreement.

       

      “Offer”
shall
        have the meaning set forth in Section
        7.2(a)
        of this
        Agreement.

       

      “Offered
        Shares”
shall
        have the meaning set forth in Section
        7.2(a)
        of this
        Agreement.

       

      “Option”
shall
        have the meaning set forth in the Recitals to this Agreement.

       

      “Option
        Agreement”
shall
        have the meaning set forth in the Recitals to this Agreement.

       

      “Other
        Stockholders”
shall
        have the meaning set forth in Section
        7.4(a)
        of this
        Agreement.

       

      “Participation
        Notice”
shall
        have the meaning set forth in Section
        7.3(b)
        of this
        Agreement.

       

      “Person”
shall
        mean an individual, a partnership, a corporation, a limited liability company,
        an association, a joint stock company, a trust, a joint venture, any other
        form
        of business organization, an unincorporated organization, or a governmental
        entity (or any department, agency, or political subdivision
        thereof).

       

      “Proposed
        Purchaser”
shall
        have the meaning set forth in Section
        7.3(a)
        of this
        Agreement.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Proposed
        Transfer”
shall
        have the meaning set forth in Section
        7.3(a)
        of this
        Agreement.

       

      “Selling
        Stockholders”
shall
        have the meaning set forth in Section
        7.3(a)
        of this
        Agreement.

       

      “SPG
        Nominees”
shall
        have the meaning set forth in Section
        4.1(a)
        of this
        Agreement.

       

      “SPG
        Shares”
the
        number of shares of Stock of the Company held by SPG and/or its Affiliates
        from
        time to time.

       

      “Stock”
shall
        include all currently or hereafter issued capital stock of the Company, as
        well
        as any securities which may be distributed with respect thereto or issued
        in
        which may be distributed with respect thereto or issued in exchange therefor
        or
        in lieu thereof in connection with any stock dividend or stock split,
        combination of shares, recapitalization, merger, consolidation or other
        reorganization of the Company.

       

      “Stockholder”
or
        “Stockholders”
shall
        have the meaning set forth in the Recitals to this Agreement.

       

      “Stockholder
        Option Period”
shall
        have the meaning set forth in Section
        7.2(d)
        of this
        Agreement.

       

      “Stockholder
        Purchase Option”
shall
        have the meaning set forth in Section
        7.2(c)
        of this
        Agreement.

       

      “Stockholder
        Transfer Notice”
shall
        have the meaning set forth in Section
        7.2(c)
        of this
        Agreement.

       

      “Subsidiary”
shall
        have the meaning set forth in Section
        5.1(a)
        of this
        Agreement.

       

      “Tag-Along
        Exercise Notice”
shall
        have the meaning set forth in Section
        7.3(c)
        of this
        Agreement.

       

      “Tag-Along
        Scheduled Closing”
shall
        have the meaning set forth in Section
        7.3(b)
        of this
        Agreement.

       

      “Term
        Note”
shall
        mean any term note issued pursuant to Section
        5.2 (c)(v)
        of the
        Contribution Agreement.

       

      “Transactions”
shall
        mean the Debt Financing, the Dividends and all transactions contemplated
        in this
        Agreement, the Contribution Agreement and the Option Agreement.

       

      “Transferred
        Stock”
shall
        have the meaning set forth in Section
        7.3(a)
        of this
        Agreement.

       

      “WSP
        Dividend”
means
        an amount equal to $40,200,000 which shall be payable by the Company to WSP
        upon
        consummation of the Debt Financing.

       

      “WSP
        Nominees”
shall
        have the meaning set forth in Section
        4.1(a)
        of this
        Agreement.

       

      “WSP
        Shares”
shall
        mean the number of shares of Stock held by WSP and/or its Affiliates from
        time
        to time.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        II

      General
        Provisions

      SECTION
        2.1. Contract

       

      This
        Agreement is a contract between the Stockholders and the Company, and is
        enforceable by the Company or by any Stockholder against the Company or any
        Stockholder who violates its terms. All Stockholders must agree to be bound
        by
        the terms of this Agreement prior to holding shares of Stock of the
        Company.

       

       

      ARTICLE
        III

       

       

      Stockholders

       

      SECTION
        3.1.Voting

       

      Each
        Stockholder shall be entitled to vote upon all matters upon which Stockholders
        have the right to vote pursuant to the Certificate of Incorporation, Bylaws
        and
        applicable law, in proportion to the number of shares of Stock held by such
        Stockholder as set forth on Schedule A.

       

      SECTION
        3.2.Non-Compete

       

      WSP
        and
        SPG are subject to the non-compete provision set forth in Section 5.10 of
        the
        Contribution Agreement. The Parties hereby agree that any Person who becomes
        a
        Stockholder of the Company following the date hereof shall be bound by a
        non-competition agreement that is at least as restrictive as the non-compete
        provision set forth in Section 5.10 of the Contribution Agreement. 

       

      SECTION
        3.3. Loans
        and Guarantees by Stockholders

       

      No
        Stockholder shall be required to lend any funds to, guarantee payment of
        any
        debt or obligation of, or purchase additional stock or other securities,
        debt or
        equity of the Company, except as otherwise required by applicable law or
        by this
        Agreement. Any Stockholder or any Affiliate of a Stockholder may, with the
        consent of the Board, subject to Section
        5.1(a)(iii),
        make
        loans to the Company or a Subsidiary or guarantee payment of any debt or
        obligation of the Company or a Subsidiary (including any interest thereon).
        

       

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      ARTICLE
        IV

       

       

      Election
        of Directors

       

      SECTION
        4.1.Election
        of Directors

       

      (a)  As
        of the
        Closing, the total issued and outstanding capital Stock of the Company consists
        of 1000 shares of Stock of which SPG holds 510 shares and WSP holds 490 shares.
        The Stockholders shall vote their Stock in such a manner as to cause the
        nominees to be elected to the Board of Directors of the Company (the
“Board”)
        as
        follows, and except as indicated otherwise, each nominee after such election
        shall be a voting member of the Board: 

       

      (i)  SPG
        Nominees: (x) three (3) nominees so long as SPG holds 255 or more shares
        of
        Stock; (y) two (2) nominees so long as SPG holds 170 or more but less than
        255
        shares of Stock; and (z) one (1) nominee so long as SPG holds 85 or more
        but
        less than 170 shares of Stock. In the event that SPG holds less than 85 shares
        of Stock, SPG shall have the right to designate one (1) non-voting observer
        to
        the Board.

       

      (ii)  WSP
        Nominees. (x) two (2) nominees so long as WSP holds 245 or more shares of
        Stock;
        and (y) one (1) nominee so long as WSP holds 200 or more shares of Stock
        but
        less than 245 shares of Stock. In the event that WSP holds less than 200
        shares
        of Stock, WSP shall have the right to designate one (1) non-voting observer
        to
        the Board. 

       

      (iii)  CEO
        Nominee. The chief executive officer shall be a non-voting member of the
        Board
        unless also nominated as a voting director by either party.

       

      (iv)  The
        SPG
        Nominees, the WSP Nominees and the CEO Nominee are collectively referred
        to
        herein as, the “Nominees”.
        The
        Nominees as of the date of this Agreement shall be the individuals listed
        on
Schedule B
        hereto.
        Notwithstanding anything in this Agreement to the contrary, at any time that
        (i)
        any Earnout Payment is due and payable to Hercules pursuant to Section 5.2
        of
        the Contribution Agreement and/or (ii) any amount is due and payable to Hercules
        pursuant to any Term Note issued pursuant to Section 5.2(c)(v) of the
        Contribution Agreement, WSP shall retain the right to nominate at least two
        (2)
        Nominees and the Stockholders shall vote their Stock in such a manner as
        to
        cause such Nominees to be elected to the Board.

       

      (b)  Subject
        to Section 4.1(a) above, the Stockholders hereby agree to vote their Stock
        in
        such a manner that no SPG Nominee may be removed except upon (i) the affirmative
        vote of a majority of the SPG Shares and (ii) no WSP Nominee may be removed
        except upon the affirmative vote of a majority of the WSP Shares.  

       

      (c)  The
        rights of WSP under subsection (a) hereof, shall not be assignable, except
        as
        otherwise agreed to by SPG.

       

       

      ARTICLE
        V

       

       

      Special
        Actions

       

      SECTION
        5.1.Special
        Actions

       

      (d)  The
        following actions or types of transactions taken by the Company or any
        corporations, partnerships, limited liability companies or other entities
        owned
        51% or more by the Company (“Subsidiaries”)
        shall
        require the affirmative vote of at least 66-2⁄3% of the Board and the holders of
        66-2⁄3% of the Stock:

       

      (i)  The
        amendment or modification of this Agreement which is disproportionately
        disadvantageous or advantageous to one Stockholder;

       

      (ii)  The
        declaration or payment, directly or indirectly, of any dividend or distribution,
        whether in cash, property or securities or a combination thereof, with respect
        to any shares of Stock which is being paid or distributed to holder(s) of
        such
        shares on a non pro-rata basis; provided, however, that the payment by the
        Company (i) to WSP of the WSP Dividend and (ii) to Hercules of the Hercules
        Dividend and any Earnout Payment(s) is hereby approved, authorized and ratified
        in all respects and no further action shall be required by the Stockholders
        with
        respect thereto; and

       

      (iii)  Any
        single transaction, or any one or more related transactions, with a Stockholder
        or any of its Affiliates that involves payment in excess of $100,000 per
        year,
        other than the fees set forth on Schedule
        C.

       

      (iv)  The
        adoption of any compensation or benefit plan, which exceeds 10% of the then
        outstanding equity of the Company, that may result in awarding or transferring
        any equity or equity equivalents of the Company.

       

      (v)  Any
        agreement or commitment to take any of the actions set forth in this
Section
        5.1(a).

       

      (vi)  Any
        amendment, modification or restatement of the Certificate of Incorporation
        or
        the Bylaws.

       

      (e)  In
        addition to the approvals required in Section
        5.1(a)
        above,
        in the event that SPG shall at any time hold more than 20% but less than
        40% of
        the Stock, the following actions shall require the affirmative vote of at
        least
        66-2⁄3% of the Board and the holders of 66-2⁄3% of the Stock:

       

      (i)  The
        annual approval of a 3-year strategic/business plan of the Company and its
        Subsidiaries on a consolidated basis (the first year of which will be the
        basis
        of the annual operating budgets of the Company and its Subsidiaries) or any
        material amendment to such business plans and/or operating budget;

       

      (ii)  Any
        single or related capital expenditure of the Company or any of its Subsidiaries
        in excess of $1,000,000;

       

      (iii)  The
        acquisition or leasing of any asset or equity securities by the Company or
        any
        of its Subsidiaries for consideration in excess of $1,000,000;

       

      (iv)  The
        incurrence of indebtedness or obligation or otherwise raising capital on
        behalf
        of the Company or any of its Subsidiaries in excess of $1,000,000, provided,
        however, that nothing herein shall prevent the Company from pursuing and
        executing the Debt Financing;

       

      (v)  The
        disposition of any assets of the Company or any of its Subsidiaries with
        a fair
        market value in excess of $1,000,000;

       

      (vi)  The
        issuance of any Stock or any securities exercisable for or exchangeable or
        convertible into, any Stock or the declaration of dividends or redemption
        of any
        Stock;

       

      (vii)  The
        making of any investment by the Company or any of its Subsidiaries in excess
        of
        $1,000,000;

       

      (viii)  Entering
        into a new business or line of business by the Company or any of its
        Subsidiaries or the acquisition or disposition of any business or line of
        business by the Company or any of its Subsidiaries; 

       

      (ix)  The
        early
        redemption or retirement of indebtedness for borrowed money by the Company
        or
        any of its Subsidiaries, in excess of $1,000,000;

       

      (x)  The
        adoption of any employee benefit plan or agreement that provides for the
        awarding of compensation or benefits payable following termination of
        employment;

       

      (xi)  Entering
        into any fixed term employment agreement with an employee of the Company
        or a
        consultant of the Company for a period which exceeds one year or includes
        a
        change in control provision; or

       

      (xii)  any
        agreement or commitment to take any of the actions set forth in this
Section
        5.1(b).
        

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SECTION
        5.2.Expenses

       

      Except
        as
        otherwise provided in this Agreement or in Section 8 of the Contribution
        Agreement (with respect to any Losses (as defined in the Contribution Agreement)
        for which Hercules and WSP shall be responsible), the Company shall be
        responsible for all expenses, including, without limitation:

       

      	(a)  	
              all
                expenses related to the business of the Company and all routine
                administrative expenses of the Company, including the maintenance
                of books
                and records of the Company, the preparation and dispatch to the
                Stockholders of checks, financial reports, tax returns and notices
                required pursuant to this Agreement or in connection with the holding
                of
                any meetings of the Stockholders;

            


       

      	(b)  	
              all
                expenses incurred in connection with any indebtedness or guarantees
                of the
                Company or any proposed or definitive credit facility or other credit
                arrangement;

            


       

      	(c)  	
              all
                expenses incurred in connection with any litigation or arbitration
                involving the Company (including the cost of any investigation and
                preparation) and the amount of any judgment or settlement paid in
                connection therewith;
                provided, however, that the Company shall not pay any expenses incurred
                in
                connection with any litigation or arbitration between the
                Stockholders;

            


       

      	(d)  	
              all
                expenses for indemnity or contribution payable by the Company to
                any
                Person with respect to certain indemnification obligations of the
                Company
                set forth in the Bylaws;

            


       

      	(e)  	
              all
                expenses incurred in connection with the collection of amounts due
                to the
                Company from any Person; and

            


       

      	(f)  	
              all
                expenses incurred in connection with the preparation of amendments
                to this
                Agreement.

            


       

      ARTICLE
        VI

      Additional
        Issuances; Preemptive Rights

      SECTION
        6.1.Additional
        Issuances

       

      Subject
        to the terms of this Agreement and upon approval of the Board, the Company
        is
        authorized to issue Stock in the Company. Other than as specifically set
        forth
        in this Agreement, each share of Stock shall be identical in all respects
        with
        each other share of Stock.

       

      SECTION
        6.2.Preemptive
        Rights

       

      If
        the
        Company shall (other than in connection with (i) the issuance of Stock to
        employees, officers and directors of the Company or any of its direct or
        indirect Subsidiaries with respect to any Board-approved employee benefit
        plan,
        incentive award program or other compensation arrangement, (ii) any business
        combination or acquisition by the Company or any of its Subsidiaries or (iii)
        a
        public offering of equity securities (each an “Excluded
        Issuance”)),
        issue any Stock or enter into any contracts, commitments, agreements,
        understandings or 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      arrangements
        of any kind relating to any issuance of any Stock, each Stockholder shall
        have
        the right (exercisable for 30 days) to purchase that number of shares of
        Stock
        at the same purchase price as the price for the additional shares of Stock
        to be
        issued so that, after the issuance of the additional Stock to such other
        party,
        the Stockholder would, after exercising its rights hereunder in the aggregate,
        hold the same proportion of the outstanding Stock as was held by such
        Stockholder prior to the issuance of such additional shares of Stock.


       

      ARTICLE
        VII

      Transfers
        of Stock

      SECTION
        7.1.General
        Restriction

       

      Except
        for the Transactions, which are hereby authorized, approved and ratified
        in all
        respects, or as otherwise provided in this Article
        VII
        or as
        otherwise agreed to by SPG or as otherwise provided in Section 5.10 of the
        Contribution Agreement, no Stockholder (other than SPG and its Affiliates
        and
        successors), Affiliate or successor transferee shall have the right to sell,
        convey, assign, transfer, pledge, grant a security interest in or otherwise
        dispose of all or any part of its Stock, other than, (i) upon thirty (30)
        days
        prior written notice to the Company and the other Stockholders, to an Affiliate
        of such Stockholder, Affiliate or successor transferee that agrees to be
        bound
        by all of the provisions hereof, (such Person, an “Affiliate
        Transferee”)
        or
        (ii) after the fifth anniversary of the Closing Date; provided that SPG consents
        in writing to any such transfer in the case of transfers to any strategic
        investor, including but not limited to, any investor otherwise involved in
        a
        Competing Business and provided further that nothing in this Section 7.1
        shall
        restrict SPG’s (or its Affiliates or sucessors’) ability to sell, convey,
        assign, transfer, pledge, grant a security interest in or otherwise dispose
        of
        its Stock, subject to its compliance with Section 7.3).

       

      SECTION
        7.2. Right
        of First Refusal

       

      (a)  After
        the
        fifth anniversary of the Closing Date, in the event that WSP shall receive
        a
        bona fide offer to purchase (which it is willing to accept) from, any party
        capable of consummating a sale ( an “Offer”),
        all,
        or any portion of, the WSP Shares (the “Offered
        Shares”),
        subject to compliance with Section
        7.1,
        prior
        to accepting an Offer, WSP shall first offer in writing to sell the WSP Shares
        to the Company at the price and on the terms on which WSP proposes to transfer
        the Offered Shares pursuant to the Offer to the proposed transferee (the
        “Company
        Transfer Notice”).
        The
        Company Transfer Notice shall include a copy of the Offer from the proposed
        transferee and shall set forth the (i) number of WSP Shares represented by
        the
        Offered Shares, (ii) the name and address of the proposed transferee, (iii)
        the
        amount of consideration to be received by WSP, and (iv) the method of the
        proposed payment. A copy of the Company Transfer Notice shall be sent to
        all
        Stockholders. The Company shall have the option (the “Company
        Purchase Option”)
        to
        purchase all of the Offered Shares, at the price and on the terms provided
        in
        the Company Transfer Notice. 

       

      (b)  The
        Company Purchase Option shall be and remain irrevocable for a period of twenty
        (20) days (the “Company
        Option Period”)
        following the date the Company Transfer Notice is given to the Company. At
        any


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      time
        during the Company Option Period, the Company may exercise the Company Purchase
        Option by giving written notice to WSP of its acceptance (the “Company
        Notice”).
        If
        the Company exercises the Company Purchase Option, the parties shall fix
        a
        closing date for the purchase, which shall not be less than ten (10) nor
        more
        than ninety (90) days after the expiration of the Company Option
        Period.

       

      (c) If
        the
        Company does not elect to exercise the Company Purchase Option within the
        Company Option Period, then WSP shall immediately offer in writing to sell
        the
        Offered Shares to the other Stockholders at the price and on the terms on
        which
        WSP proposes to transfer the Offered Stock pursuant to the Offer to the proposed
        transferee (the “Stockholder
        Transfer Notice”).
        The
        Stockholder Transfer Notice shall include a copy of the Offer from the proposed
        transferee and shall set forth the (i) number of shares represented by the
        Offered Shares, (ii) the name and address of the proposed transferee, (iii)
        the
        amount of consideration to be received by WSP, and (iv) the method of the
        proposed payment. The other Stockholders shall have the option (the
“Stockholder
        Purchase Option”)
        to
        purchase all of the Offered Shares, at the price and on the terms provided
        in
        the Stockholder Transfer Notice. 

       

      (d)  The
        Stockholder Purchase Option shall be and remain irrevocable for a period
        of
        twenty (20) days (the “Stockholder
        Option Period”)
        following the date the Stockholder Transfer Notice is given to the other
        Stockholders. At any time during the Stockholder Option Period, any other
        Stockholder may exercise the Stockholder Purchase Option by giving written
        notice to WSP of its acceptance (the “Stockholder
        Notice”).
        In
        the event that two (2) or more other Stockholders exercise the Stockholder
        Purchase Option, each such other Stockholder shall purchase the Offered Shares
        in the proportion that the number of shares of Stock it holds bears to the
        total
        shares of Stock of all the other Stockholders who desire to exercise the
        Stockholder Purchase Option. If one or more other Stockholders exercises
        the
        Stockholder Purchase Option, the parties shall fix a closing date for the
        purchase, which shall not be less than ten (10) nor more than ninety (90)
        days
        after the expiration of the Stockholder Option Period.

       

      (e)  If
        no
        other Stockholders exercise the Stockholder Purchase Option within the
        Stockholder Option Period, then WSP shall be permitted to offer and sell
        the
        Offered Shares to the proposed transferee named in the Offer for a period
        of
        ninety (90) days (the “Free
        Transfer Period”)
        after
        the expiration of the Stockholder Option Period at a price not less than
        the
        price set forth in the Offer, subject to the terms and conditions set forth
        in
        the Offer. If WSP does not Transfer the Offered Shares within the Free Transfer
        Period, WSP’s right to Transfer the Offered Shares pursuant to this Section
        7.2
        shall
        cease and terminate and WSP Stockholder will be required to comply with this
        Section
        7.2
        again
        before making or accepting an Offer for the Offered Shares.

       

      SECTION
        7.3.Tag-Along
        Rights

       

      (a)  In
        the
        event that after complying the terms of Section
        7.1
        and
Section
        7.2,
        one or
        more Stockholders desire to sell, in one transaction or a series of related
        transactions (collectively, the “Selling
        Stockholders”),
        shares of Stock representing 10% or more of the outstanding Stock of the
        Company
        to a third party (other than an Affiliate of such Person) (such third party,
        the
“Proposed
        Purchaser”),
        such
        transfer, the “Proposed
        Transfer”,
        and
        such shares of Stock to be purchased, the “Transferred
        Stock”),
        then
        such Selling Stockholders’ right 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      to
        accept
        any offer shall be conditioned upon the other Stockholders (collectively,
        the
“Non-Selling
        Stockholders”)
        being
        offered the right to sell the Proposed Purchaser their “proportionate number” of
        the Transferred Stock. Each Non-Selling Stockholder’s “proportionate number” of
        the Transferred Stock shall be determined by multiplying the number of shares
        of
        Stock represented by the Transferred Stock by a fraction, (x) the numerator
        of
        which is the number of shares of Stock held by such Non-Selling Stockholders
        and
        (y) the denominator of which is the total number of shares of Stock outstanding.
        The Transferred Stock to be sold by the Non-Selling Stockholders pursuant
        to
        this Section
        7.3
        shall be
        paid and contracted for at the same price per share of Stock, with the same
        form
        of consideration and otherwise upon the same terms and conditions as the
        sale by
        the Selling Stockholder(s) of shares of its Stock to the Proposed
        Purchaser.

       

      (b)  The
        Selling Stockholders shall, not less than twenty (20) days prior to each
        Proposed Transfer that such Selling Stockholders intend to effect, notify
        all
        Non-Selling Stockholders in writing of such Proposed Transfer (the “Participation
        Notice”).
        Such
        Participation Notice shall set forth: (i) the number and type of Transferred
        Stock; (ii) the name(s) and address(es) of the Proposed Purchaser(s); (iii)
        the
        proposed amount and all forms of consideration and terms and conditions of
        payment offered by such Proposed Purchaser, including the proposed date for
        the
        closing of the Proposed Transfer (the “Tag-Along
        Scheduled Closing”);
        and
        (iv) that the Proposed Purchaser has been informed of the tag-along rights
        of
        the Non-Selling Stockholders provided for in this Section
        7.3
        and has
        agreed to purchase the Transferred Stock in accordance with the terms
        hereof. 

       

      (c)  The
        tag-along rights described in this Section
        7.3
        may be
        exercised by a Non-Selling Stockholders’ delivery of a written notice to the
        Selling Stockholders (the “Tag-Along
        Exercise Notice”)
        at
        least fifteen (15) days prior to the Scheduled Closing. Such Tag-Along Exercise
        Notice shall state the number of shares of Stock such Non-Selling Stockholder
        elects to include in such sale to the Proposed Purchaser. If any Non-Selling
        Stockholder fails to timely provide a Tag-Along Exercise Notice, such failure
        shall be regarded as an election by such Non-Selling Stockholder not to
        participate in the Proposed Transfer. In addition, if a Non-Selling Stockholder
        fails to elect to sell its full “proportionate amount”, the amount any such
        Non-Selling Stockholder fails to sell may be sold by the Selling Stockholders
        to
        the Proposed Purchaser.

       

      (d)  In
        the
        event that any Non-Selling Stockholder exercises its tag-along rights pursuant
        to this Section
        7.3
        and the
        Proposed Purchaser is not willing to purchase shares of Stock from the
        Non-Selling Stockholders on the same terms and conditions as specified in
        the
        Participation Notice, then the Selling Stockholders shall not be permitted
        to
        sell any shares of Stock to the Proposed Purchaser pursuant to the Proposed
        Transfer.

       

      SECTION
        7.4.Drag-Along
        Rights

       

      (a)  If
        SPG
        and/or any of its Affiliate Transferee(s) (the “Drag-Along
        Sellers”)
        propose to transfer to a Person that is not an Affiliate of the Drag-Along
        Sellers (the “Drag-Along
        Transferee”)
        either
        the lesser of (i) all of the Drag-Along Sellers Stock or (ii) a majority
        of the
        Stock then outstanding (a “Drag-Along
        Sale”)
        the
        Drag-Along Sellers may, at their option, require each other Stockholder (the
        “Other
        Stockholders”)
        to
        transfer all of the Stock (“Drag-Along
        Rights”)
        then
        held by such Other Stockholders.

       

      (b)  The
        Drag-Along Sellers shall provide written notice of such Drag-Along Sale to
        the
        Other Stockholders (a “Drag-Along
        Sale Notice”)
        not
        later than twenty (20) days prior to the proposed Drag-Along Sale. The
        Drag-Along Sale Notice shall identify the transferee, the consideration for
        which a transfer is proposed to be made (the “Drag-Along
        Sale Price”)
        and
        all other material terms and conditions of the Drag-Along Sale. Each Other
        Stockholder shall be required to participate in the Drag-Along Sale on the
        terms
        and conditions set forth in the Drag-Along Notice and to tender all of its
        shares of Stock as set forth below. The price payable in such transfer shall
        be
        the Drag-Along Sale Price. Not later than twenty (20) days after the date
        of the
        Drag-Along Sale Notice (the “Drag-Along
        Sale Notice Period”),
        each
        of the Other Stockholders shall deliver to a representative of the Drag-Along
        Stockholders designated in the Drag-Along Sale Notice a limited
        power-of-attorney or such other documents as may be reasonably required to
        authorize the Drag-Along Sellers or such representative to transfer such
        Stock
        on the terms set forth in the Drag-Along Notice together with wire transfer
        instructions for payment of the cash portion of the consideration to be received
        in such Drag-Along Sale.

       

      (c)  The
        Drag
        Along Sellers shall have a period of one hundred twenty (120) days from the
        date
        of receipt of the Drag Along Sale Notice to consummate the Drag Along Sale
        on
        the terms and conditions set forth in such Drag Along Sale Notice. If the
        Drag
        Along Sale shall not have been consummated during such period, the Drag Along
        Sellers shall return to each of the Other Stockholders the limited powers
        of
        attorney and all other applicable instruments representing the Stock that
        such
        Other Stockholders delivered for transfer pursuant hereto, together with
        any
        other documents in the possession of the Drag Along Sellers executed by the
        Other Stockholders in connection with such proposed transfer, and all the
        restrictions on transfer contained in this Agreement or otherwise applicable
        at
        such time with respect to such Stock owned by the Other Stockholders shall
        again
        be in effect.

       

      (d)  Concurrently
        with the consummation of the transfer of shares of Stock pursuant to this
        Section
        7.4,
        the
        Drag-Along Sellers shall give written notice thereof to the Other Stockholders,
        shall remit to each of the Other Stockholders that have surrendered the
        applicable instruments the total consideration (the cash portion of which
        is to
        be paid by wire transfer in accordance with such Other Stockholder’s wire
        transfer instructions) for the shares of Stock transferred pursuant hereto
        and
        shall furnish such other evidence of the completion and time of completion
        of
        such transfer and the terms thereof as may be reasonably requested by such
        Other
        Stockholders; provided,
        however,
        that,
        notwithstanding the foregoing and anything in this Agreement to the contrary,
        it
        is agreed and understood that the aggregate proceeds from a Drag-Along Sale
        shall be distributed to the Stockholders participating in such sale on a
        pro
        rata basis. 

       

      (e)  Notwithstanding
        anything contained in this Section
        7.4
        to the
        contrary, there shall be no liability on the part of the Drag-Along Sellers
        to
        the Other Stockholders (other than the obligation to return the limited
        powers-of-attorney and other applicable instruments representing the shares
        of
        Stock received by the Drag-Along Sellers) if the transfer of the shares of
        Stock
        is not consummated for whatever reason, regardless of whether the Drag-Along
        Sellers have delivered a Drag-Along Sale Notice. Whether to effect a transfer
        of
        the shares of Stock by the Drag-Along Sellers is in the sole and absolute
        discretion of the Drag-Along Sellers.

       

      (f)  Notwithstanding
        anything contained in this Section
        7.4
        to the
        contrary, the rights and obligations of Stockholders to participate in a
        Drag-Along Sale are subject to the following conditions:

       

      	(i)  	
              each
                Stockholder shall be obligated to pay only its pro rata share of
                expenses
                incurred in connection with a consummated Drag-Along Sale to the
                extent
                such expenses are incurred for the benefit of all Stockholders and
                are not
                otherwise paid by the Company or another Person;
                

            


       

      	(ii)  	
              each
                Stockholder shall (1) make such representations, warranties and covenants
                and enter into such definitive agreements as are reasonably required
                in
                the proposed transfer and as are customary for transactions of the
                nature
                of the proposed transfer, provided that if the Stockholders are required
                to provide any representations or indemnities in connection with
                such
                transfer (other than representations or indemnities concerning each
                Stockholder’s title to the shares of Stock and authority, power and right
                to enter into and consummate the transfer without contravention of
                any law
                or agreement), liability for misrepresentation or indemnity shall
                (as to
                such Stockholders) be several but not joint and each Stockholder
                shall not
                be liable for more than its pro rata share of any liability for
                misrepresentation or indemnity, and (2) be required to bear their
                proportionate share of any escrows, holdbacks or adjustments in purchase
                price.

            


       

      ARTICLE
        VIII

      Termination

      SECTION
        8.1.Termination

       

      This
        Agreement shall terminate upon the occurrence of any of the following events:
        

       

      (a) The
        liquidation of, filing for bankruptcy protection by or dissolution of the
        Company; provided, however, that any administrative dissolution of the Company
        shall not, by itself, terminate this Agreement;

       

      (b)  The
        voluntary agreement, in writing of all parties bound by the terms hereof;
        or

       

      (c) The
        effective date of a public offering of any shares of Stock pursuant to a
        registration statement under the Securities Act of 1933, as
        amended.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        IX

      Miscellaneous

      SECTION
        9.1.Amendment
        to the Agreement

       

      Except
        as
        otherwise provided in this Agreement, this Agreement may be amended by, and
        only
        by, a written instrument executed by the holders of 66-2⁄3% of the outstanding
        shares of Stock. Notwithstanding the foregoing, this Agreement may not be
        amended in any way which impacts on the prohibition on assignability or
        transferability of any Stock unless such amendment is unanimously approved
        by
        all Stockholders.

       

      SECTION
        9.2. Copy
        of Agreement to Be Kept on File.

       

      The
        Company shall keep on file at its principal executive offices, and will exhibit
        to any Stockholder or his duly authorized representative at any and all
        reasonable times, an executed copy of this Agreement and all amendments
        thereto.

       

      SECTION
        9.3. Stock
        Certificates to Be Marked with Legend.

       

      All
        certificates representing Stock now outstanding or hereafter issued by the
        Company shall be marked with the following legend:

       

      “THIS
        CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS,
        COVENANTS AND CONDITIONS OF AN AGREEMENT DATED ________, 2006 BY AND AMONG
        THIS
        COMPANY AND ITS THEN STOCKHOLDERS, AS IT MAY BE AMENDED FROM TIME TO TIME,
        AND
        MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS
        AND
        PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS
        ON
        FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
        COMPANY.”

       

      SECTION
        9.4.Successors;
        Counterparts

       

      Subject
        to Article
        VII,
        this
        Agreement (a) shall be binding as to the executors, administrators, estates,
        heirs, legal successors and assigns, or nominees or representatives, of the
        Stockholders and (b) may be executed in several counterparts with the same
        effect as if the parties executing the several counterparts had all executed
        one
        counterpart.

       

      SECTION
        9.5.Governing
        Law; Severability

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware without giving effect to the principles of conflicts of
        law.
        In particular, this Agreement shall be construed in a manner that is consistent
        with all the terms and conditions of the Act. If it shall be determined by
        a
        court of competent jurisdiction that any term or provision of this Agreement
        shall be invalid or unenforceable under the Act or other applicable law,
        such
        invalidity or unenforceability shall not invalidate the entire Agreement.
        In
        that case, this Agreement shall be construed so as to limit any such term
        or
        provision so as to make it enforceable or valid 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      within
        the requirements of applicable law, and, in the event such term or provision
        cannot be so limited, this Agreement shall be construed to omit such invalid
        or
        unenforceable term or provision. If it shall be determined by a court of
        competent jurisdiction that any provision relating to the dividends and
        allocations of the Company pursuant hereto or to any expenses payable by
        the
        Company is invalid or unenforceable, this Agreement shall be construed or
        interpreted so as (a)
        to make
        it enforceable or valid and (b)
        to make
        the dividends and allocations as closely equivalent to those set forth in
        this
        Agreement as is permissible under applicable law.

       

      SECTION
        9.6.Headings

       

      Section
        and other headings contained in this Agreement are for reference purposes
        only
        and are not intended to describe, interpret, define or limit the scope or
        intent
        of this Agreement or any provisions thereof.

       

      SECTION
        9.7.Additional
        Documents

       

      Each
        Stockholder agrees to perform all further acts and execute, acknowledge and
        deliver any documents that may be reasonable necessary to carry out the
        provisions of this Agreement.

       

      SECTION
        9.8.Notices

       

      All
        notices, requests and other communications to any Stockholder shall be in
        writing and shall be deemed to have been given if personally delivered or
        sent
        by telex, telegram, air courier or registered or certified mail, return receipt
        requested, to the Company, at the address of the Company set forth below,
        or
        such other addresses of the Company as to which the Stockholders have been
        given
        notice, and to any Stockholder at the address set forth in Schedule
        A
        hereto.
        Notice shall be deemed to have been given upon delivery, in the case of personal
        delivery, telex and telegram; as of the day after being sent by air courier
        within the United States or as of the third day after being sent by
        international mail courier; and as of the fifth day after being mailed, in
        the
        case of delivery by mail. If to the Company, to:

       

      FiberVisions
        Delaware Corporation

      Hercules
        Plaza

      1313
        North Market Street

      Wilmington,
        DE 19894

      Attn:
        Allen Spizzo

       

      SECTION
        9.9.Interpretation

       

      Wherever
        from the context it appears appropriate, each term stated in either the singular
        or the plural shall include the singular and the plural, and pronouns stated
        in
        either the masculine, the feminine, or the neuter gender shall include the
        masculine, feminine and neuter.

       


      
        
          
            2

          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      IN
        WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
        the
        date first above written.

       

      FIBERVISIONS
        DELAWARE CORPORATION

      


      By: 

      Name:
        

      


      Title: 

      


      


      STOCKHOLDERS:
        

      


      SPG/FV
        INVESTOR LLC

      


      By: 

      Name:
        

      


      Title: 

      


      


      


      WSP,
        INC.

      


      By: 

      Name:

      Title:    


      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      


      SCHEDULE
        A

       

      


       

      FiberVisions
        Delaware Corporation

       

      


       

      
        	
                Stockholders

              	
                Number
                  of Shares

              	
                Ownership
                  Percentage

              
	 	 	 
	
                SPG/FV
                  Investor LLC

                c/o
                  SPG Partners, LLC

                667
                  Madison Avenue

                New
                  York, NY 10021

                 

              	 	
                51%

                 

              
	
                WSP,
                  INC.

                Hercules
                  Plaza

                1313
                  North Market Street

                Wilmington,
                  DE 19894

              	 	
                49%

                 

              
	 	 	 


      

      If
        SPG
        exercises its Option to acquire 14% of the Stock of the Company from WSP,
        this
Schedule
        A
        shall be
        amended and restated as follows: 

      


      
        	
                Stockholders

              	
                Number
                  of Shares

              	
                Ownership
                  Percentage

              
	
                SPG/FV
                  Investor LLC

                c/o
                  SPG Partners, LLC

                667
                  Madison Avenue

                New
                  York, NY 10021

                 

              	 	
                65%

                 

              
	
                WSP,
                  INC.

                Hercules
                  Plaza

                1313
                  North Market Street

                Wilmington,
                  DE 19894

              	 	
                35%

                 

              


      

      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      SCHEDULE
        B

       

      


       

      Nominees

       

      


       

      [TBD]

       

      


       


      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      SCHEDULE
        C

       

      


       

      Pre-Approved
        Affiliate Fees

       

      


       

      [TBD]

       


      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      EXHIBIT
        A

       

      FORM
        OF AGREEMENT TO BE BOUND

       

      


       

      [DATE]

       

      


       

      To
        the
        Parties to the

       

      Stockholders
        Agreement

       

      dated
        as
        of ________, 2006

       

      Dear
        Sirs:

       

      Reference
        is made to the Stockholders Agreement dated as of _________, 2006, (the
“Stockholders
        Agreement”),
        among
        FiberVisions Delaware Corporation, WSP, Inc. and SPG/FV Investor LLC and
        each
        other Stockholder who or which shall become parties to the Stockholders
        Agreement as provided therein. Capitalized terms used herein and not defined
        have the meanings ascribed to them in the Stockholders Agreement.

       

      In
        consideration of the representations, covenants and agreements contained
        in the
        Stockholders Agreement, the undersigned hereby confirms and agrees that it
        shall
        be bound by all of the provisions thereof. 

       

      This
        letter shall be construed and enforced in accordance with the laws of the
        State
        of Delaware. 

       

      Very
        truly yours,

      


      


      


       

      [Permitted
        Transferee]

      


      


       

      



      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      OPTION
        AGREEMENT

       

      


       

      DATED
        AS OF FEBRUARY __, 2006

       

      


       

      between

       

      


       

      WSP,
        INC. 

       

      and
        

       

      SPG/FV
        INVESTOR LLC

       

      


       

      


       


      
        
          
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      Table
        of Contents

       

      
        	 	 	
                Page

              
	 	 	 
	
                SECTION
                  1. 

              	
                Definitions

              	
                1

              
	 	 	 
	
                SECTION
                  2. 

              	
                Grant
                  of Option

              	
                3

              
	
                2.1

              	
                Grant
                  of Option; Option Closing.

              	
                3

              
	 	 	 
	
                SECTION
                  3. 

              	
                Representations
                  and Warranties of WSP

              	
                4

              
	
                3.1

              	
                Organization;
                  Good Standing; Corporate Power.

              	
                4

              
	
                3.2

              	
                Non
                  Contravention.

              	
                5

              
	
                3.3

              	
                Brokers

              	
                5

              
	
                3.4

              	
                Required
                  Consents; Approvals

              	
                5

              
	
                3.5

              	
                Title

              	
                5

              
	
                3.6

              	
                Survival
                  of Representations

              	
                5

              
	 	 	 
	
                SECTION
                  4. 

              	
                Representations,
                  and Warranties of SPG

              	
                6

              
	
                4.1

              	
                Organization;
                  Good Standing, Corporate Power.

              	
                6

              
	
                4.2

              	
                Noncontravention

              	
                6

              
	
                4.3

              	
                Investment

              	
                6

              
	
                4.4

              	
                Knowledge.

              	
                7

              
	
                4.5

              	
                Accredited
                  Investor

              	
                7

              
	
                4.6

              	
                Accuracy
                  of Certain Information

              	
                7

              
	
                4.7

              	
                Brokers

              	
                7

              
	
                4.8

              	
                Required
                  Consents; Approvals

              	
                7

              
	
                4.9

              	
                Survival
                  of Representations.

              	
                7

              
	 	 	 
	
                SECTION
                  5. 

              	
                Covenants

              	
                7

              
	
                5.1

              	
                Efforts
                  to Consummate

              	
                7

              
	
                5.2

              	
                Further
                  Assurances

              	
                8

              
	 	 	 
	
                SECTION
                  6. 

              	
                Conditions
                  Precedent to Option Closing

              	
                8

              
	 	 	 
	
                SECTION
                  7. 

              	
                Closing
                  Deliveries.

              	
                9

              
	
                7.1

              	
                WSP
                  Option Closing Deliveries.

              	
                9

              
	
                7.2

              	
                SPG
                  Option Closing Deliveries.

              	
                9

              
	 	 	 
	
                SECTION
                  8. 

              	
                Indemnification.

              	
                10

              
	
                8.1

              	
                Indemnification
                  by Parties.

              	
                10

              
	
                8.2

              	
                Limitations
                  on Indemnity

              	
                10

              
	
                8.3

              	
                Effect
                  of Insurance

              	
                10

              
	
                8.4

              	
                Exclusive
                  Remedy

              	
                10

              
	
                8.5

              	
                Notice
                  of Claim

              	
                10

              
	
                8.6

              	
                Third
                  Person Claims

              	
                11

              
	 	 	 
	
                SECTION
                  9. 

              	
                Termination
                  and Waiver.

              	
                11

              
	
                9.1

              	
                Termination

              	
                11

              
	
                9.2

              	
                Notice
                  of Termination

              	
                12

              
	
                9.3

              	
                Effect
                  of Termination

              	
                12

              
	
                9.4

              	
                Return
                  of Documents

              	
                12

              
	 	 	 
	
                SECTION
                  10. 

              	
                Miscellaneous.

              	
                12

              
	
                10.1

              	
                Binding
                  Agreement

              	
                12

              
	
                10.2

              	
                Notices

              	
                12

              
	
                10.3

              	
                Consents
                  and Waivers

              	
                13

              
	
                10.4

              	
                Assignments,
                  Successors, and No Third-Party Rights

              	
                13

              
	
                10.5

              	
                Amendments
                  and Termination

              	
                13

              
	
                10.6

              	
                Governing
                  Law; Consent to Jurisdiction

              	
                13

              
	
                10.7

              	
                Prior
                  Agreements

              	
                14

              
	
                10.8

              	
                Public
                  Announcements

              	
                14

              
	
                10.9

              	
                Severability

              	
                14

              
	
                10.10

              	
                Counterparts

              	
                14

              
	
                10.11

              	
                Captions

              	
                14

              


      

      


      Schedules

       

      
        	
                Schedule
                  1.1

              	
                Subsidiaries

              
	
                Schedule
                  3.2

              	
                Non-Contravention

              
	
                Schedule
                  3.3

              	
                WSP
                  Broker Fees and Expenses

              
	
                Schedule
                  4.1

              	
                Organization;
                  Good Standing; Corporate Power

              
	
                Schedule
                  4.6

              	
                Accuracy
                  of Certain Information

              
	
                Schedule
                  4.7

              	
                SPG
                  Broker Fees and Expenses

              


      

      



      
        
          
             

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      OPTION
        AGREEMENT

       

      THIS
        OPTION AGREEMENT
        dated as
        of February ____, 2006 (this “Agreement”)
        is
        made by and between WSP, Inc., a Delaware corporation (“WSP”)
        and
        SPG/FV INVESTOR LLC, a Delaware limited liability company (“SPG”).

       

      Background

       

      WHEREAS,
        Hercules Incorporated (“Hercules”)
        and
        WSP currently hold all of the issued and outstanding shares of capital stock
        (“Stock”)
        of
        FiberVisions Corporation (the “Company”).

       

      WHEREAS,
        WSP, Hercules, SPG and the Company are parties to that certain Contribution
        Agreement, dated as of January 31, 2006 (“Contribution
        Agreement”)
        pursuant to which, among other things, SPG shall contribute the Contribution
        Amount (as defined below) to the Company in exchange for 37.78% of the Stock
        and
        the Company shall redeem all 510 shares of Stock owned by Hercules, which
        represents, in the aggregate, 51% of the Stock.

       

      WHEREAS,
        WSP, SPG and the Company are parties to that certain Stockholders Agreement,
        dated as of January 31, 2006 (“Stockholders
        Agreement”)
        which
        sets forth certain rights and obligations of the holders of the
        Stock.

       

      WHEREAS,
        WSP desires to grant to SPG an option to acquire 140 shares of Stock, which
        represents, in the aggregate, 14% of the Stock; and

       

      WHEREAS,
        this Agreement provides that, among other things, WSP shall grant SPG an
        option
        to acquire the Optioned Shares, which option shall be exercisable during
        the
        Exercise Period (as defined below) on the terms and conditions set forth
        herein.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and promises set forth
        herein, the parties hereto, intending to be legally bound, agree as
        follows:

       

      SECTION
        1. Definitions.
        For
        purposes of this Agreement, the following terms when appearing with initial
        capital letters will have the following meanings:

       

      “Affiliate”
of
        a
        Person shall mean a Person Controlling, Controlled by or under common Control
        with such Person.

       

      “Agreement”
shall
        have the meaning set forth in the preamble hereto.

       

      “Contribution
        Agreement”
shall
        have the meaning set forth in the Background. 

       

      “Contribution
        Amount”
shall
        have the meaning set forth in the Contribution Agreement.

       

      “Closing”
shall
        mean the consummation of the transactions contemplated by the Contribution
        Agreement.

       


      
        
            

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      “Closing
        Date”
shall
        mean the date on which the Closing occurs.

       

      “Company”
shall
        have the meaning set forth in the Background.

       

      “Control”
and
        each derivative thereof shall mean the possession, directly or indirectly,
        of
        the power to direct or cause the direction of the management and policies
        of a
        Person, whether through ownership of voting securities, by contract or
        otherwise.

       

      “Debt
        Financing”
shall
        mean the bank financing described in Section 5.3 of the Contribution
        Agreement.

       

      “Definitive
        Agreements”
shall
        mean this Agreement, the Amendment and all other documents and certificates
        delivered by any party at the Option Closing.

       

      “Encumbrance”
shall
        mean any encumbrance, security interest, mortgage, lien, pledge, claim, lease,
        agreement, right of first refusal, option, limitation on transfer or use
        or
        assignment or licensing, restrictive easement, charge or any other restriction
        or third party rights of any kind with respect to any property or assets
        (tangible or intangible), including any restriction on the ownership, use,
        voting, transfer, possession, receipt of income or other exercise of any
        attributes of ownership of such property or assets (whether tangible,
        intangible, real or personal).

       

      “Exercise
        Period”
shall
        have the meaning set forth in Section 2.1(a).

       

      “Hercules”
shall
        have the meaning set forth in the Background.

       

      “HSR
        Act”
shall
        mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
        and
        the rules and regulations thereunder.

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 8.5.

       

      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 8.5.

       

      “Liens”
shall
        mean any claims, liens, charges, restrictions, options, preemptive rights,
        mortgages, hypothecations, assessments, pledges, encumbrances or security
        interests of any kind or nature whatsoever.

       

      “Losses”
shall
        have the meaning set forth in Section 8.1(a).

       

      “Option”
shall
        have the meaning set forth in Section 2.1(a).

       

      “Option
        Closing”
shall
        have the meaning set forth in Section 2.1(c).

       

      “Option
        Closing Consideration”
shall
        have the meaning set forth in Section 2.1(b).

       

      “Option
        Closing Date”
shall
        have the meaning set forth in Section 2.1(c).

       

      “Optioned
        Shares”
shall
        have the meaning set forth in the preamble hereto.

       


      
        
            

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      “Order”
shall
        mean any judgment, order, writ, decree, injunction or other determination
        of any
        authority or arbitrator or similar body whose finding, ruling or holding
        is
        legally binding or is enforceable as a matter of right (in any case, whether
        preliminary or final).

       

      “Person”
shall
        mean an individual, a partnership, a corporation, a limited liability company,
        an association, a joint stock company, a trust, a joint venture, any other
        form
        of business organization, an unincorporated organization, or a governmental
        entity (or any department, agency, or political subdivision
        thereof).

       

      “Schedules”
shall
        mean the disclosure schedules delivered by each of the parties hereto, and
        which
        form a part of this Agreement.

       

      “Securities
        Act”
shall
        have the meaning set forth in Section 3.4.

       

      “SPG
        Indemnified Parties”
shall
        have the meaning set forth in Section 8.1(a).

       

      “SPG
        Indemnifying Parties”
shall
        have the meaning set forth in Section 8.1(b).

       

      “Stock”
shall
        have the meaning set forth in the Background.

       

      “Stockholders
        Agreement”
shall
        have the meaning set forth in the Background.

       

      “Subsidiaries”
shall
        mean any corporation, partnership, limited liability company or other entity
        owned 51% or more by the Company as listed on Schedule
        1.1
        hereto.

       

      “Third
        Person”
shall
        have the meaning set forth in Section 8.6.

       

      “Third-Person
        Claim”
shall
        have the meaning set forth in Section 8.6.

       

      “Transaction”
shall
        mean all of the transactions contemplated in this Agreement collectively,
        including, but not limited to, each of the transactions contemplated in Section
        2 hereof, and all actions in furtherance thereof.

       

      “WSP
        Indemnified Parties”
shall
        have the meaning set forth in Section 8.1(b).

       

      “WSP
        Indemnifying Party”
shall
        have the meaning set forth in Section 8.1(a).

       

      SECTION
        2. Grant
        of
        Option 

       

      2.1 Grant
        of
        Option; Option Closing.

       

      (a) Grant
        of Option.
        WSP
        hereby grants to SPG an option (the “Option”)
        to
        purchase, on the Option Closing Date, all of the Optioned Shares from WSP
        for
        the Option Closing Consideration and on the terms set forth herein. The Option
        may be exercised by SPG at any time during the period beginning on January
        1,
        2007 and expiring on January 31, 2007 (the “Exercise
        Period”).
        Notwithstanding anything herein to the contrary, if the Option is not exercised
        during the Exercise Period, the Option will immediately terminate and shall
        be
        of no further force or effect.

       

       


      
        
            

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      (b) Exercise
        of Option;
        Sale
        of Optioned Shares.
        In the
        event that SPG exercises the Option during the Exercise Period, on the Option
        Closing Date each of the following shall occur simultaneously and are expressly
        conditioned upon each other: (i) WSP shall sell, assign and transfer the
        Optioned Shares to SPG and SPG shall purchase from WSP the Optioned Shares
        for a
        purchase price in an amount in cash equal to Seven Million Four Hundred Thousand
        Dollars ($7,400,000) (the “Option
        Closing Consideration”),
        and
        (ii) the Company’s stock ledger shall be amended to reflect (x) SPG as the
        holder of 650 shares of Stock, which represents, in the aggregate, sixty-five
        percent (65%) of the Stock and
        (y)
        WSP as the holder of 350 shares of Stock, which represents, in the aggregate,
        thirty-five percent (35%) of the Stock.

       

      (c) Option
        Closing.
        The
        Option Closing shall take place within five (5) business days after SPG has
        notified the Company and WSP in writing of its intent to exercise the Option
        and
        the conditions precedent to the Option Closing shall have been satisfied
        or
        waived by the appropriate party. The consummation of the Transaction shall
        be
        referred to herein as the “Option
        Closing”
and
        the
        date on which the Option Closing occurs shall be herein referred to as the
        “Option
        Closing Date.”

       

      (d) Option
        Closing Procedures.
        At the
        Option Closing, the parties shall deliver to each other the instruments,
        documents and consideration and shall take the actions specified in Sections
        5
        and 6, as applicable. 

       

      (e) Option
        Non-Exercise Fee.
        In the
        event that SPG does not exercise the Option during the Exercise Period, then
        the
        Option shall expire pursuant to the terms of this Agreement and SPG shall
        pay a
        non-exercise fee to WSP equal to 14% of (i) any 2006 Earnout Payment plus
        (ii)
        any 2007 Earnout Payment due to Hercules pursuant to Section 5.2 of the
        Contribution Agreement. SPG shall make any payment in cash within thirty
        (30)
        days after the respective Earnout Payment becomes payable.

       

      SECTION
        3. Representations
        and Warranties of WSP.
        WSP
        hereby makes the representations and warranties set forth in this Section
        3 as
        of the Option Closing Date. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
        SPECIFICALLY PROVIDED IN THIS SECTION 3, NO REPRESENTATION OR WARRANTY OF
        ANY
        KIND OR NATURE, WHETHER EXPRESS OR IMPLIED IS MADE TO SPG. In addition, WSP
        makes no representation or warranty of any kind or nature, whether express
        or
        implied , that the FiberVisions Business or SPG’s ownership, possession,
        operation or use of the FiberVisions Business will yield any given or stated
        economic, financial, profit or business result to SPG or will result in SPG
        having any given standing or position in any business, market or
        product.

       

      3.1 Organization;
        Good Standing; Corporate Power.

       

      (a) WSP
        is a
        Delaware corporation duly formed, validly existing and in good standing under
        the laws of the State of Delaware and has the requisite power and authority
        to
        execute and deliver this Agreement and to consummate the Transaction.


       


      
        
            

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      (b) This
        Agreement and the Transaction have been duly authorized by all corporate
        action
        required to be taken on the part of WSP. This Agreement, when executed and
        delivered by SPG, will constitute a valid and legally binding obligation
        of WSP,
        enforceable in accordance with its terms, except as may be limited by
        (i) applicable bankruptcy, insolvency, reorganization, moratorium or other
        laws of general application relating to or affecting the enforcement of
        creditors’ rights generally, (ii) applicable federal or state securities
        law limiting rights of indemnification, and (iii) the effect of rules of
        law governing the availability of equitable remedies. 

       

      3.2 Non
        Contravention.
        Except
        as set forth on Schedule 3.2, neither the execution, delivery and performance
        of
        this Agreement nor the consummation of the Transaction by WSP will: (a) conflict
        with or result in a violation by WSP of its organizational documents; (b)
        result
        in a breach of the terms, conditions or provisions of, or constitute a default
        under, or result in a violation of, or give rise to the acceleration of the
        time
        for performance or payment under, in any case, whether with or without the
        passage of time or the giving of notice or both, any agreement, contract,
        instrument, or evidence of indebtedness to which WSP is a party or by which
        WSP
        is bound, except for possible defaults, actions or omissions as would not
        reasonably be expected to have a material adverse effect on the financial
        condition or business of WSP, taken as a whole; or (c) except for the applicable
        requirements of such consents, approvals, Orders, authorizations or notices
        as
        set forth on Schedule 3.2, violate any provision of any existing law, statute,
        rule or regulation of any jurisdiction or any Order to which WSP or any of
        its
        assets or properties is subject.

       

      3.3 Brokers.
        Except
        as set forth on Schedule 3.3, WSP has not employed or retained any broker,
        finder or other intermediary in connection with the Transaction. The fees
        and
        expenses of any broker, finder or other intermediary set forth on Schedule
        3.3
        shall be paid in accordance with Section 5.2 hereof.

       

      3.4 Required
        Consents; Approvals.
        Except
        for filings under the HSR Act or as otherwise specifically contemplated by
        this
        Agreement or the Stockholders Agreement and as required under the Securities
        Act
        of 1933, as amended (the “Securities Act”), and any applicable state securities
        laws, WSP is not required to obtain any consent, authorization or order of,
        or
        make any filing or registration with, any court, governmental agency, regulatory
        agency or stock market or any third party in order for it to execute, deliver
        or
        perform any of its obligations under this Agreement and the Stockholders
        Agreement in accordance with the terms hereof or thereof or to transfer the
        Optioned Shares. 

       

      3.5 Title.
        WSP is
        the beneficial and record owner of all of the Optioned Shares. WSP has good
        and
        marketable title to the Optioned Shares, free and clear of any Liens, except
        with respect to liens granted in connection with the Debt Financing. Upon
        consummation of the transactions contemplated by this Agreement in accordance
        with the terms hereof, SPG will acquire good and marketable title to all
        of the
        Optioned Shares, free and clear of any Liens, other than transfer restrictions
        under federal and state securities laws and any Liens granted by
        SPG.

       

      3.6 Survival
        of Representations.
        All
        representations and warranties contained in this Section 3 shall survive
        the
        Option Closing Date.

       

       


      
        
            

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      SECTION
        4. Representations,
        and Warranties of SPG.
        SPG
        represents and warrants to WSP as follows:

       

      4.1 Organization;
        Good Standing, Corporate Power.
        SPG is a
        limited liability company duly formed, validly existing and in good standing
        under the laws of the jurisdiction of its formation, as set forth in Schedule
        4.1, and has full legal power and authority to enter into this Agreement,
        and to
        acquire the Optioned Shares. All limited liability company action on the
        part of
        SPG’s members and managers, necessary for (a) the authorization, execution
        and delivery by SPG of, and the performance of all obligations of SPG under,
        this Agreement, and (b) the purchase by SPG of the Optioned Shares from WSP
        pursuant to this Agreement, has been taken. This Agreement, when executed
        and
        delivered by WSP will constitute a valid and legally binding obligation of
        SPG,
        enforceable in accordance with its terms, except as may be limited by (a)
        applicable bankruptcy, insolvency, reorganization, moratorium or other laws
        of
        general application relating to or affecting the enforcement of creditors’
rights generally, (b) applicable federal or state securities law limiting
        rights
        of indemnification, and (c) the effect of rules of law governing the
        availability of equitable remedies. 

       

      4.2 Noncontravention.
        The
        execution, delivery and performance of this Agreement by SPG and the
        consummation by SPG of the Transaction will not (a) conflict with or result
        in a violation of SPG’s Certificate of Formation, Operating Agreement or similar
        governing documents or (b) violate or conflict with, or result in a breach
        of, or constitute a default (or an event which with notice or lapse of time
        or
        both would become a default) under, or give to others any rights of termination,
        amendment, acceleration or cancellation of, any material agreement, contract,
        indenture, patent, patent license or instrument to which SPG is a party,
        or
        (c) violate any provision of any existing law, statute, rule or regulation
        of any jurisdiction or any Order to which SPG or any of its assets or properties
        is subject. SPG is not in violation of its Certificate of Formation or Operating
        Agreement (or similar governing instruments) and SPG is not in default (and
        no
        event has occurred which with notice or lapse of time or both would put SPG
        in
        default) under, and SPG has not taken any action or failed to take any action
        that would give to others any rights of termination, amendment, acceleration
        or
        cancellation of, any material agreement, indenture or instrument to which
        SPG is
        a party or by which any property or assets of SPG is bound or
        affected.

       

      4.3 Investment.
        SPG is
        acquiring the Optioned Shares for its own account for the purpose of investment
        and not with a view to or for sale in connection with any distribution thereof,
        nor with any present intention of distributing or selling the same, and it
        has
        no obligation, indebtedness or commitment providing for the disposition thereof.
        SPG represents that it will not distribute or transfer any of the Optioned
        Shares, in the United States except in compliance with applicable federal
        and
        state securities laws, and only in compliance with the applicable provisions
        and
        restrictions set forth in the Stockholders Agreement, as amended. SPG further
        represents that it understands that: (a) the Optioned Shares have not been
        registered under the Securities Act or the securities laws of any state by
        reason of their issuance in a transaction exempt from the registration
        requirements of the Securities Act pursuant to Section 4(2) thereof predicated
        upon SPG’s warranties contained in this Section 4; and (b) the Optioned Shares
        cannot be sold unless a subsequent disposition thereof is registered under
        the
        Securities Act and under any applicable state securities law or is exempt
        from
        such registration.

       

       


      
        
            

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      4.4 Knowledge.
        SPG
        represents and warrants to WSP that under all applicable securities laws
        and
        otherwise, it has (a) has such knowledge and experience in financial and
        business matters as is necessary to enable it to evaluate the merits and
        risks
        of an investment in the Company; and (b) has such liquidity and capacity
        to
        sustain a complete loss of its investment in the Company. SPG acknowledges
        that
        it has been afforded: (a) the opportunity to ask such questions as it has
        deemed
        necessary of, and to receive answers from, representatives of the Company
        concerning the merits and risks of investing in the Company; (b) access to
        information about the Subsidiaries, their respective results of operations,
        financial condition and cash flow, and business, in each case sufficient
        to
        enable SPG to evaluate whether to proceed with the execution and delivery
        of
        this Agreement and the acquisition of the Optioned Shares; and (c) the
        opportunity to obtain such additional information that the Company or the
        Subsidiaries possess, or can acquire without unreasonable effort or expense,
        that is necessary to make an informed investment decision with respect to
        the
        acquisition of the Optioned Shares. SPG understands and acknowledges that
        no
        foreign, federal or state authority has made any finding or determination
        as to
        the fairness for investment of the Optioned Shares or has recommended or
        endorsed the Optioned Shares.

       

      4.5 Accredited
        Investor.
        SPG is
        an “accredited investor” within the meaning of Regulation D promulgated under
        the Securities Act and was not organized for the specific purpose of acquiring
        the Optioned Shares.

       

      4.6 Accuracy
        of Certain Information.
        The
        state or country of SPG’s principal office and its exact legal name are
        accurately set forth on Schedule 4.6 hereto.

       

      4.7 Brokers.
        Except
        as set forth on Schedule 4.7, SPG has not employed or retained any broker,
        finder, or intermediary in connection with the Transaction. The fees and
        expenses of any broker, finder, or intermediary set forth on Schedule 4.7
        shall
        be paid in accordance with Section 5.2 hereof.

       

      4.8 Required
        Consents; Approvals.
        Except
        for filings under the HSR Act or as specifically contemplated by this Agreement,
        the Stockholders Agreement and as required under the Securities Act, and
        any
        applicable state securities laws, SPG is not required to obtain any consent,
        authorization or order of, or make any filing or registration with, any court,
        governmental agency, regulatory agency or stock market or any third party
        in
        order for it to execute, deliver or perform any of its obligations under
        this
        Agreement and the Stockholders Agreement in accordance with the terms hereof
        or
        thereof or to transfer the Membership Interests.

       

      4.9 Survival
        of Representations.
        All
        representations and warranties contained in this Section 4 shall survive
        the
        Option Closing Date.

       

      SECTION
        5. Covenants

       

       


      
        
            

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      5.1 Efforts
        to Consummate.
        Subject
        to the terms and conditions of this Agreement, each of the parties hereto
        shall
        use its reasonable best efforts to take or cause to be taken all action and
        to
        do or cause to be done all things necessary, proper or advisable under
        applicable laws to consummate and make effective, as soon as reasonably
        practicable, the Transaction, including without limitation the obtaining
        of all
        consents, authorizations, Orders and approvals of any third party, whether
        private or governmental, required in connection with such party's performance
        of
        such Transaction, and each of the parties hereto shall cooperate with the
        others
        with respect to the foregoing; provided, however, that no party shall be
        required to compensate any third party, commence or participate in litigation
        or
        offer or grant any accommodation (financial or otherwise) to any third party
        to
        obtain any such consent or approval of such third party. 

       

      5.2 Further
        Assurances.
        The
        parties shall execute and deliver, or shall cause to be executed and delivered,
        such documents and other papers and shall take, or shall cause to be taken,
        such
        further actions as may be reasonably required to carry out the provisions
        of
        this Agreement and give effect to the Transaction, provided, however,
        that
        any
        such additional documents must be reasonably satisfactory to each of the
        parties
        and not impose upon any party any material liability, risk, obligation, loss,
        cost or expense not contemplated by this Agreement.

       

      SECTION
        6. Conditions
        Precedent to Option Closing.
        The
        obligations of each party hereto to proceed with the Option Closing is expressly
        conditioned upon the satisfaction of each of the following
        conditions:

       

      (a) The
        Company and WSP shall have received a notice of SPG’s intent to exercise the
        Option within the Exercise Period.

       

      (b) SPG
        shall
        not be in material breach of this Agreement. 

       

      (c) SPG
        shall
        have purchased the Optioned Shares from WSP in exchange for the Option Closing
        Consideration in accordance with Section 2.1(b) hereof.

       

      (d) The
        Company’s stock ledger shall have been amended to reflect SPG as the holder of
        650 shares of Stock, which represents, in the aggregate, 65% of the Stock
        and
        WSP as the holder of 350 shares of Stock, which represents, in the aggregate,
        35% of the Stock.

       

      (e) The
        parties shall have complied with all of their respective obligations in this
        Agreement that are to be performed at or prior to the Option Closing, including
        but not limited to those set forth in Sections 5 and 7. 

       

      (f) All
        actions by or in respect of or filings with any governmental body, agency,
        official or authority required to permit the consummation of the Option Closing
        shall have been taken, made or obtained, including, without limitation, any
        filings required under the HSR Act.

       

      (g) In
        respect of the notification of SPG on the one hand and WSP on the other hand
        pursuant to the HSR Act, the applicable waiting period and any extensions
        thereof shall have expired or been terminated.

       

      (h) All
        contractual and other third party consents and notices required to be obtained
        or made prior to the Option Closing Date shall have been obtained.

       

       


      
        
            

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      SECTION
        7. Closing
        Deliveries.

       

      7.1 WSP
        Option Closing Deliveries.

       

      (a) At
        the
        Option Closing, WSP shall deliver to SPG the documents set forth
        below:

       

      (i) A
        Certificate of the Secretary of WSP to the effect that (1) the resolutions
        of
        the Board of Directors approving the sale by WSP to SPG of the Optioned Shares
        and the execution of this Agreement by WSP, attached to such certificate
        were
        duly adopted and continue in force and effect, and (2) the officers of WSP
        executing this Agreement and such other documents executed and delivered
        pursuant to or in connection with this Agreement are incumbent officers of
        WSP,
        and that the specimen signatures on such certificate or certificates are
        their
        genuine signatures; and 

       

      (ii) The
        representations and warranties of WSP contained in this Agreement and in
        any
        certificate or other document delivered in connection herewith shall be true
        in
        all material respects at and as of the Option Closing Date, as if made at
        and as
        of such date, (2) the covenants contained in this Agreement to be complied
        with
        by WSP at or before the Option Closing shall have been complied with in all
        material respects; and (3) WSP shall have delivered to SPG a certificate
        to such
        effect signed by a duly authorized representative thereof.

       

      7.2 SPG
        Option Closing Deliveries.
        At the
        Option Closing, SPG shall deliver to the Company the following:

       

      (i) A
        Certificate of the Secretary of SPG to the effect that (1) the resolutions
        of
        the Board of Directors approving the exercise of the option by SPG and the
        execution of this Agreement by SPG, attached to such certificate were duly
        adopted and continue in force and effect, and (2) the officers of SPG executing
        this Agreement and such other documents executed and delivered pursuant to
        or in
        connection with this Agreement are incumbent officers of SPG, and that the
        specimen signatures on such certificate or certificates are their genuine
        signatures; 

       

      (ii) Payment
        of the Option Closing Consideration to WSP by wire transfer of immediately
        available funds as directed by WSP; and 

       

      (iii) (1)
        The
        representations and warranties of SPG contained in this Agreement and in
        any
        certificate or other document delivered in connection herewith shall be true
        in
        all material respects at and as of the Option Closing Date, as if made at
        and as
        of such date, (2) the covenants contained in this Agreement to be complied
        with
        by SPG at or before the Option Closing shall have been complied with in all
        material respects; and (3) SPG shall have delivered a certificate to the
        Company
        to such effect signed by a duly authorized representative thereof.

       

       


      
        
            

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      SECTION
        8. Indemnification.

       

      8.1 Indemnification
        by Parties.

       

      (a) WSP
        (the
“WSP
        Indemnifying Party”)
        agrees
        to indemnify and hold SPG and its Affiliates, officers, directors, members,
        heirs, successors, permitted assigns, executors, employees and agents (the
        “SPG
        Indemnified Parties”)
        harmless from and against any and all claims, actions, damages, losses,
        liabilities, costs and expenses (including reasonable attorneys’ fees)
        (collectively, “Losses”)
        resulting from any material misrepresentation or material breach of a
        representation or warranty or covenant by WSP made in this Agreement.


       

      (b) SPG
        (the
“SPG
        Indemnifying Party”),
        agrees to indemnify and hold WSP and its Affiliates, officers, directors,
        partners, members, successors, permitted assigns, employees and agents (in
        such
        capacity, the “WSP
        Indemnified Parties”)
        harmless from and against all Losses, resulting from any material
        misrepresentation or material breach of a representation or warranty or a
        covenant made by SPG in this Agreement.

       

      8.2 Limitations
        on Indemnity.
        Notwithstanding the foregoing provisions of Section 8.1 and any other provision
        of this Agreement: The WSP Indemnifying Party shall not have any obligation
        or
        liability to make indemnification payments under this Agreement except in
        respect of matters as to which the Indemnified Parties shall have asserted
        a
        claim in the manner set forth in Section 8.3 hereof. Notwithstanding the
        expiration of claims as set forth in Section 8, any claim that has been timely
        asserted by an Indemnified Party (as hereinafter defined) in accordance with
        Section 8.5 hereof within the applicable time period specified in Section
        8
        shall survive the applicable time limit set forth in Section 3.6 until the
        final
        resolution of the claim.

       

      8.3 Effect
        of
        Insurance.
        With
        respect to any indemnifiable claim hereunder, the amount recoverable by the
        party seeking indemnification shall take into account any reimbursements,
        net of
        taxes, realized by such party from insurance policies or other indemnification
        sources arising from the same incident or set of facts or circumstances giving
        rise to the claim for indemnification. Upon the payment of the indemnified
        claim
        from the Indemnifying Party to the Indemnified Party, the Indemnifying Party
        shall have a right of subrogation with respect to any insurance proceeds
        or
        other rights to third party reimbursement for such claims held by the
        Indemnifying Party. Nothing in this Section 8.3 shall create an obligation
        on
        the part of any party to carry any specific types or amounts of
        insurance.

       

      8.4 Exclusive
        Remedy.
        With
        the exception of any claims for fraud, willful misrepresentation, the
        indemnification obligations of WSP under this Section 8 shall constitute
        the
        sole and exclusive remedy of SPG with respect to any breach of any
        representation, warranty or covenant by WSP hereunder.

       

      8.5 Notice
        of
        Claim.
        In the
        event that a SPG Indemnified Party or a WSP Indemnified Party (an “Indemnified
        Party”) seeks indemnification, the Indemnified Party shall give reasonably
        prompt written notice to the WSP Indemnifying Party or SPG Indemnifying Party,
        as the case may be (the “Indemnifying Party”), specifying the facts in
        reasonable detail constituting the basis for such claim and the amount, to
        the
        extent known, of the claim asserted. The parties shall attempt for not less
        than
        thirty (30) days to negotiate a mutually satisfactory resolution of such
        matter.
        In the event the parties are not able to agree on a mutually satisfactory
        resolution, either party may seek to resolve the dispute by
        litigation.

       


      
        
            

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      8.6 Third
        Person Claims.
        If an
        Indemnified Party is entitled to indemnification hereunder because of a claim
        asserted by any claimant other than an Indemnified Party (a “Third Person”), the
        Indemnified Party shall give the Indemnifying Party reasonably prompt written
        notice thereof. The Indemnifying Party shall have the right, upon written
        notice
        to the Indemnified Party, and using counsel reasonably satisfactory to the
        Indemnified Party, to investigate, contest, control the defense of or settle
        the
        claim alleged by such Third Person (a “Third-Person Claim”); the Indemnified
        Party may thereafter participate in (but not control) the defense of any
        such
        Third-Person Claim with its own counsel at its own expense. Any settlement
        must
        be consented to by the Indemnified Party unless such settlement provides
        for a
        full release and satisfaction of all outstanding claims against the Indemnified
        Party and only involves the payment of money in satisfaction of such claim.
        Upon
        the reasonable request of the Indemnifying Party, the Indemnified Party shall
        promptly provide such information as may be reasonably needed by the
        Indemnifying Party to make a determination of whether or not to assume defense
        of such claim. If after the receipt of such information the Indemnifying
        Party
        shall fail to assume the defense of any such Third-Person Claim within twenty
        (20) days of receiving written notification of such claim and such requested
        information:

       

      (a) the
        Indemnified Party, in good faith, may defend against such claim, in such
        manner
        as it may deem appropriate, including, but not limited to, settling such
        claim,
        after giving at least thirty (30) days’ advance notice of any proposed
        settlement to the Indemnifying Party and receiving the Indemnifying Party’s
        prior written consent, which may not be unreasonably withheld, on such terms
        as
        the Indemnified Party, in good faith, may deem appropriate; and

       

      (b) the
        Indemnifying Party may participate in (but not control) the defense of such
        action, with its own counsel at its own expense. The Parties shall make
        available to each other all relevant information in their possession relating
        to
        any such Third-Person Claim and shall cooperate in the defense
        thereof.

       

      SECTION
        9. Termination
        and Waiver.

       

      9.1 Termination.
        This
        Agreement may be terminated prior to the Option Closing:

       

      (a) by
        the
        mutual written consent of WSP and SPG;

       

      (b) by
        either
        WSP or SPG in the event of the issuance of a final, nonappealable governmental
        order restraining or prohibiting the consummation of the Transaction;
        or

       

      (c) automatically
        at 5:00 p.m. (EST) on January 31, 2007.

       


      
        
            

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      9.2 Notice
        of
        Termination.
        Any
        party desiring to terminate this Agreement pursuant to Section 9.1 shall
        give
        written notice of such termination to the other parties to this
        Agreement.

       

      9.3 Effect
        of
        Termination.
        In the
        event of the termination of this Agreement as provided in Section 9.1, this
        Agreement shall forthwith become void and there shall be no liability on
        the
        part of any party to this Agreement, except as set forth in Section 9.4 and
        Section 10, provided, however, that nothing in this Agreement shall relieve
        any
        party from liability for any (i)
        any
        intentional, knowing and material misrepresentation or breach of warranty
        by
        such party or (ii) a willful and material breach by the such party of any
        covenant or agreement contained herein.

       

      9.4 Return
        of
        Documents.
        Upon
        termination of this Agreement prior to the Option Closing, SPG shall deliver
        to
        WSP the originals and all copies made available to SPG of information concerning
        WSP, and SPG shall not retain or furnish to any third party any copies,
        extracts, or other reproductions in whole or in part of such information.
        

       

      SECTION
        10. Miscellaneous.

       

      10.1 Binding
        Agreement.
        This
        Agreement and each provision herein shall be binding upon and applicable
        to, and
        shall inure to the benefit of, the parties hereto, their heirs, executors,
        successors and permitted assigns.

       

      10.2 Notices.
        All
        notices, requests, demands and other communications required or permitted
        under
        this Agreement shall be in writing and shall be deemed to have been duly
        made
        and received when personally delivered, five (5) days after deposit with
        the
        United States Post Office, by registered or certified mail, postage prepaid,
        return receipt requested or one (1) business day after being sent via facsimile
        (with answer back receipt and hard copy sent by mail as provided above) or
        nationally-recognized overnight courier service, addressed as set forth below
        or
        at such other address as such party may designate in the manner set forth
        in
        this Section 10.2:

       

      If
        to
        WSP, then to:

       

      c/o
        Hercules Incorporated

      Hercules
        Plaza

      1313
        North Market Street

      Wilmington,
        DE 19894

      Telephone
        No.: (302) 594-6491

      Facsimile
        No.: (302) 594-6909

      Attention:
        Allen Spizzo

       

      With
        a
        copy to:

       

      Hercules
        Incorporated    Hercules
        Incorporated

      Hercules
        Plaza     Hercules
        Plaza

      1313
        North Market Street   1313
        North Market Street

      Wilmington,
        DE 19894   Wilmington,
        DE 19894

      Telephone
        No.: (302) 594-5128  Telephone
        No.: (302) 594-6460

      Facsimile
        No.: (302) 594-7252  Facsimile
        No.: (302) 594-7730

      Attention:
        Israel Floyd   Attention:
        Gregory McCoy


      
        
            

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      Ballard
        Spahr Andrews & Ingersoll, LLP

      1735
        Market Street, 51st
        Floor

      Philadelphia,
        PA 19103-7599

      Telephone
        No: (215) 864-8606

      Facsimile
        No: (215) 864-9166

      Attention:
        Justin P. Klein

      


       

      If
        to
        SPG, then to the address indicated on Schedule 4.6
        hereto.

       

      With
        a
        copy to:

       

      Simpson
        Thacher & Bartlett LLP

      425
        Lexington Ave

      New
        York,
        NY

      Telephone
        No.: (215) 455-3629

      Facsimile
        No.: (215) 455-2502

      Attention:
        Alan G. Schwartz

      


      10.3 Consents
        and Waivers.
        No
        consent or waiver, express or implied, by any party hereto of the breach,
        default or violation by any other party hereto of its obligations hereunder
        shall be deemed or construed to be a consent or waiver to or of any other
        breach, default or violation of the same or any other obligations of such
        party
        hereunder. Failure on the part of any party hereto to complain of any act
        of any
        of the other parties or to declare any of the other parties hereto in default,
        irrespective or how long such failure continues, shall not constitute a waiver
        by such party of his rights hereunder. 

       

      10.4 Assignments,
        Successors, and No Third-Party Rights.
        No
        party may assign any of its rights or obligations under this Agreement without
        the prior written consent of the other party hereto, and any attempted
        prohibited assignment shall be void. Subject to the preceding sentence, this
        Agreement will apply to, be binding in all respects upon, and inure to the
        benefit of the successors and permitted assigns of the parties. Nothing
        expressed or referred to in this Agreement will be construed to give any
        Person
        other than the parties to this Agreement any legal or equitable right, remedy,
        or claim under or with respect to this Agreement or any provision of this
        Agreement. This Agreement and all of its provisions and conditions are for
        the
        sole and exclusive benefit of the parties to this Agreement and their successors
        and permitted assigns.

       

      10.5 Amendments
        and Termination.
        No
        change, modification or termination of this Agreement shall be valid unless
        the
        same is in writing and signed by WSP and SPG.

       


      
        
            

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      10.6 Governing
        Law; Consent to Jurisdiction.
        This
        Agreement and all questions relating to its validity, interpretation and
        performance shall be governed by and construed in accordance with the laws
        of
        the State of Delaware without regard to its conflict of law principles or
        rules.
        Each party hereto consents and agrees that the state or federal courts located
        in the State of Delaware shall have exclusive jurisdiction to hear and determine
        any claims or disputes pertaining to this Agreement or any of the other
        Definitive Agreements, and each party hereto expressly submits and consents
        in
        advance to such jurisdiction in any action or suit commenced in such court,
        and
        such party hereby waives any objection that it may have based upon lack of
        personal jurisdiction, improper venue or forum
        non conveniens.

       

      10.7 Prior
        Agreements.
        This
        Agreement, including the Exhibits and Schedules hereto, supersede any prior
        or
        contemporaneous understanding or agreement among the parties respecting the
        subject matter hereof or thereof. There are no arrangements, understandings
        or
        agreements, oral or written, among the parties hereto relating to the subject
        matter of this Agreement, except those fully expressed herein or in documents
        executed contemporaneously herewith. No change or modification of this Agreement
        shall be valid or binding upon the parties hereto unless such change or
        modification or waiver shall be in writing and signed by the parties hereto.
        

       

      10.8 Public
        Announcements.
        Except
        as may be required by Law or stock exchange rules, no party to this Agreement
        or
        any Affiliate or representative of such party shall make any public
        announcements or otherwise communicate with any news media in respect of
        this
        Agreement or the Transaction contemplated by this Agreement without the prior
        written consent of WSP or SPG, as the case may be (which consent shall not
        be
        unreasonably withheld), and prior to any announcement or communication the
        parties shall cooperate as to the timing and contents of any such announcement
        or communication.

       

      10.9 Severability.
        In case
        any of this Agreement shall be invalid, illegal or unenforceable, the validity,
        legality and enforceability of the remaining provisions shall not in any
        way be
        affected or impaired thereby.

       

      10.10 Counterparts.
        This
        Agreement may be signed in any number of counterparts and/or by facsimile,
        each
        of which shall be an original for all purposes, but all of which taken together
        shall constitute only one agreement. 

       

      10.11 Captions.
        The
        captions and headings in this Agreement are included for ease of reference
        only
        and will be disregarded in interpreting or construing this
        Agreement.

       

      


       

      [SIGNATURES
        ARE ON THE FOLLOWING PAGE]

       


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

       

      
        	 	 	 	 
	 	
                WSP,
                  INC.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:
                  

              	 	 
	 	
                Name:

              	 	 
	 	
                Title:

              	 	 
	 	 	 	 
	 	 	 	 
	 	
                SPG/FV
                  INVESTOR LLC

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:
                  

              	
                 

              	 
	 	
                Name:

              	 	 
	 	
                Title:

              	 	 


      

      


      



      
        
          
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      Schedule
        1.1

       

      Subsidiaries

       

      


       


      
        
          
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      Schedule
        3.2

       

      Non
        Contravention

       

      


       


      
        
          
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      Schedule
        3.3

       

      WSP
        Broker Fees and Expenses

       

      


       


      
        
          
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      Schedule
        4.1

       

      Organization;
        Good Standing; Corporate Power

       

      


       


      
        
          
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      Schedule
        4.6

       

      Accuracy
        of Certain Information

       

      


       


      
        
          
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      Schedule
        4.7

       

      SPG
        Broker Fees and Expenses

       

      


       

      



      
        
          
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      TRANSITION
        SERVICES AND FACILITIES USE LICENSE AGREEMENT

       

       

      This
        Transition Services and Facilities Use License Agreement (“Agreement”)
        is
        dated as of the ____ day of ___________, 2005, by and between Hercules
        Incorporated, a Delaware corporation with offices at 1313 North Market Street,
        Wilmington, Delaware ("Hercules"),
        and
        FiberVisions, Delaware Corporation, a Delaware corporation with offices at
        [_________________]
        including its subsidiaries ("FV”).
        Hercules and FV may be referred to herein individually as a “Party”
and
        together as the "Parties."
        As
        used herein, FV shall include FV's affiliated companies receiving Services
        pursuant to this Agreement, and Hercules shall include Hercules’ affiliated
        companies providing Services pursuant to this Agreement. Additionally,
        country-specific counterparts of this Agreement may be used with regard to
        affiliates of the Parties, in which case this Agreement shall govern the
        provision of Services as to such affiliates only to the extent not expressly
        superseded by the country-specific counterpart.

       

      WHEREAS,
        FV is a 51% owned subsidiary of Hercules and a 49% owned subsidiary of WSP,
        Inc., a wholly owned subsidiary of Hercules (“WSP”).

       

      WHEREAS,
        Hercules has sold its 51% ownership in FV to SPG/FV Investor LLC, a Delaware
        limited liability company (“SPG”) in accordance with that certain Contribution
        Agreement dated January 31, 2006 among Hercules, WSP, SPG and FV (“Contribution
        Agreement”) and whereby following the transaction SPG intends to operate FV
        independently of Hercules (the “Acquired Business”). 

       

      WHEREAS,
        FV has been receiving certain services in support of its operations from
        Hercules or from entities affiliated with Hercules, and FV desires to continue
        to receive certain of such services in connection with the Acquired Business
        for
        the time periods set forth herein;

       

      WHEREAS,
        FV has been using space in facilities of Hercules and FV desires to continue
        to
        use certain of such space for the Acquired Business for the time periods
        set
        forth herein; 

       

      WHEREAS,
        Hercules agrees, upon the terms and conditions set forth in this Agreement,
        to
        make available for use by and/or to provide or cause to be provided to FV
        certain space and support services for the time periods set forth herein;
        and


       

      WHEREAS,
        the Parties desire this Agreement to become automatically effective on [date
        hereof] (the "Effective
        Date").

       

      NOW
        THEREFORE, the Parties hereby agree as follows:

       

      SECTION
        8.   ARTICLE
        1. SCOPE OF SERVICES

       

      8.1  A.Services.
        During the term of this Agreement, FV hereby engages Hercules to provide,
        and
        Hercules hereby agrees to provide or cause to be provided to FV for the Acquired
        Business the services identified in Exhibit A hereof (as from time to time
        added
        to or deleted from such Exhibit A pursuant to this Agreement, collectively
        referred to hereinafter as the “Services”). Except where Services are currently
        outsourced by Hercules or as provided in Article 1B, below, Hercules shall
        provide the Services by and through the Hercules employees. Certain Services
        are
        currently provided to Hercules and its affiliated companies (for FV as well
        as
        other businesses of Hercules) by other companies which are affiliated with
        Hercules, or by third-Parties, or pursuant to certain shared service or cost
        agreements by and between Hercules and various companies affiliated with
        Hercules. Hercules shall take such steps as are necessary and appropriate
        to
        cause the various Hercules-affiliated entities to provide Services to FV
        for the
        Acquired Business. Hercules shall use its best efforts to obtain the consent
        of
        others and third parties to provide the Services (and FV shall provide
        reasonable cooperation to assist in connection with obtaining such consent)
        hereunder. Hercules shall use reasonable efforts to cause any third parties
        to
        provide Services to the Acquired Business, but in each case, only in accordance
        with the terms and conditions of this Agreement. In the event Hercules is
        not
        able to secure the agreement of any third parties to provide Services to
        the
        Acquired Business, the Parties will mutually cooperate (at FV’s expenses) to
        obtain like services from another source. Hercules shall obtain any required
        licenses or license modifications for software used to provide transition
        services to FV if such licenses are required by the software owner; FV agrees
        to
        pay the license fees for services provided under Exhibit A. If a third party
        supplier or vendor will not provide the same contract terms to FV, Hercules
        shall pass any additional cost to FV. Hercules shall bear the cost associated
        with loss of favorable terms and conditions on the business retained by
        Hercules.

       

      8.2  B.Service
        Standard. Hercules shall provide or cause to be provided the personnel,
        facilities, equipment, systems and management to perform the Services (but
        only
        to the extent the same have been provided by Hercules to FV during the six
        (6)
        month period immediately preceding the Effective Date) and Hercules shall
        provide the Services consistent with Hercules’ practices and policies in effect
        during the six months period preceding the Effective Date. The foregoing
        standard shall be referred to herein and in the Exhibits hereto as the "Hercules
        Standards" or "Services Standard." Exhibit A, attached hereto, shall take
        precedence in defining the Services to be provided to FV by Hercules.


       

      8.3  To
        the
        extent reasonably practicable, Hercules shall give FV at least fifteen (15)
        days
        prior notice of Hercules’ inability to provide Services. If despite using its
        commercially reasonable efforts, Hercules is unable to provide a specific
        Service, Hercules will permit a mutually acceptable FV employee or third
        party
        to provide such Services at FV's sole cost and expense, provided such employee
        or third party will pose no unreasonable risk of material interruption or
        diminished functionality to the existing Hercules systems or business
        operations. In the event a third party is to provide such Services or assist
        in
        connection therewith, such third party shall be required to execute a
        confidentiality agreement reasonably acceptable to Hercules and FV prior
        to
        initiating such Services. Such third party shall operate under the direct
        supervision of Hercules personnel. In the event that Services cannot be provided
        through the above mentioned employee or third party, then Hercules and FV
        shall
        use commercially reasonable efforts to cooperate with each other to find
        a
        mutually acceptable means of having the affected Services provided to FV
        for the
        reminder of the relevant Term thereof. 

       

      8.4  Neither
        Hercules nor or any of its affiliated companies will be required to stay
        in
        business, replace employees who voluntarily terminate their employment with
        Hercules or the provider of the Services or take other extraordinary measures
        solely to provide the Services to FV for the Acquired Business. Notwithstanding
        the foregoing, without the prior written consent of FV, (a) Hercules shall
        not
        be entitled to terminate a Service to FV if Hercules otherwise provides a
        comparable service to one or more other businesses of Hercules that would
        not be
        terminated, and (b) in the event a Service is reduced, such reduction shall
        not
        disproportionately affect the Service provided to FV as compared to a similar
        service otherwise provided to Hercules.

       

      8.5  C.Special
        Services and Projects. During the term of this Agreement, FV may from time
        to
        time request that Hercules provide special services or projects in addition
        to
        the Services, and Hercules shall make commercially reasonable efforts to
        provide
        such additional services or projects. If Hercules provides such additional
        services or projects, the Parties shall negotiate in good faith the terms
        (including, without limitation, price) for providing such additional services
        or
        projects and, following agreement on such terms, Exhibit A hereof shall be
        amended to include such additions. If despite using commercially reasonable
        efforts, Hercules is unable to provide such additional services or projects,
        Hercules will permit a mutually acceptable FV employee or third party to
        Hercules and FV to provide such additional services or projects at FV's sole
        cost and expense, provided such employee or third party reasonably concludes
        that provision of such additional services or projects will pose no risk
        of
        material interruption or diminished functionality to the existing Hercules
        systems or business operations. In the event a third party is to provide
        such
        additional services or projects or assist in connection therewith, such third
        party shall be required to execute a confidentiality agreement reasonably
        acceptable to Hercules and FV prior to initiating such additional services
        or
        projects. Such third party shall operate under the direct supervision of
        Hercules personnel.

       

      8.6  D.Agreement
        Contacts. In order to monitor, coordinate and facilitate implementation of
        the
        terms and conditions of this Agreement, the Parties shall designate a single
        contact person. The initial contact person for a party shall be the person
        listed below each party’s signature hereto. A party may change its contact
        person by giving the other party notice thereof. 

       

      SECTION
        9.   ARTICLE
        2. FACILITIES USE LICENSE

       

      9.1  A.License
        Grant. During the term of this Agreement, FV hereby engages Hercules to provide,
        and Hercules hereby agrees to provide and license to FV, as set forth below,
        the
        right to use space as set forth on Exhibit B, at the end of Exhibit B, for
        the
        benefit of the Acquired Business (the “License”). To the extent building
        services are required of any landlord of Hercules for a Licensed Premises,
        this
        License shall be deemed a sublease.

       

      9.2  B.The
        Licensed Premises. In consideration of the covenants and agreements hereinafter
        contained, to be kept and performed by FV (including but not limited to,
        the
        fees to be paid hereunder), Hercules grants to FV the license and privilege
        of
        using the premises set forth on Exhibit B (the “Licensed Premises”). The License
        shall include the right to use the driveways, parking lots, washroom facilities,
        office equipment, furniture and fixtures, and other similar amenities at
        the
        Licensed Premises. The Licensed Premises shall be used solely by FV for
        operating the Acquired Business, and shall include offices (furnished by
        Hercules in accordance with Hercules’ normal standards) and work space for FV's
        employees, contractors and invitees . It is agreed that nothing herein shall
        be
        construed to prevent Hercules, its employees, representatives and/or agents
        from
        entering upon and working in the Licensed Premises to provide the Services;
        provided that (i) the provision of the Services does not unreasonably disturb
        the operations of FV, and (ii) Hercules and its affiliates will not be denied,
        delayed or impeded from using the Licensed Premises for Hercules’ other
        businesses operating at the Licensed Premises, provided that such use is
        in a
        manner consistent with and to the extent of the Hercules’ practices as of the
        Effective Date. FV's use of space in any Licensed Premises shall at all times
        during the Term be in compliance with the applicable lease for such Licensed
        Premises (subject to Hercules providing FV with notice of the applicable
        terms
        on or before the Effective Date), and in compliance with all applicable laws,
        rules, regulations, codes, and ordinances, and Hercules’ safety
        procedures.

       

      9.3  C.Quiet
        Possession. Subject to the terms of this Agreement, Hercules covenants and
        agrees that FV shall, and may at all times during the Term, peaceably possess
        and quietly have, hold and enjoy the Licensed Premises without unreasonable
        disturbance of FV by Hercules or any person claiming through or under
        Hercules.

       

      9.4  D.Ancillary
        Services. In connection with the specific Services and level of Services
        set
        forth on Exhibit A, and the use of the Licensed Premises by the Acquired
        Business, Hercules shall, consistent with its past practices, furnish to
        the
        Acquired Business, free of any cost in addition to the amounts paid hereunder,
        as part of the services rendered by Hercules to the Acquired Business, the
        following ancillary services: adequate light, heat, gas, hot and cold water,
        air
        conditioning, janitorial maintenance services, electricity, mailroom services,
        and telephone switching services (hereinafter the “Ancillary Services”). FV
        shall pay (where possible, directly to the third party service provider)
        for all
        local, toll and long distance calls, parcel post, special and other shipping
        of
        packages, products and the like (including, but not limited to, by private
        overnight delivery services such as Federal Express, United Parcel Service
        and
        DHL). Hercules shall provide the Ancillary Services in compliance with all
        applicable laws, statutes and ordinances. Unless caused by its negligence
        or
        willful misconduct, Hercules shall not be responsible for any interruption
        or
        failure of the Ancillary Services.

       

      9.5  E.Deliveries.
        Hercules shall accept at its receiving docks all deliveries consigned to
        FV or
        the Acquired Business and notify FV thereof, whereupon FV shall promptly
        remove
        same from the receiving dock.

       

      9.6  F.Fixtures.
        Unless otherwise agreed to by the Parties in writing or as provided in the
        following sentence, all additional fixtures (other than those facilities
        and
        items included in the Licensed Premises) which shall be required by FV in
        the
        operation of the Acquired Business shall be provided by FV, provided, however,
        that with respect to fixtures to be affixed to the Licensed Premises, use
        by FV
        shall be subject to the approval of Hercules with respect to style, design,
        construction, color, and finish prior to installation (such approval not
        to be
        unreasonably withheld, conditioned or delayed). FV may use fixtures at the
        Licensed Premises during the Term so long as: (a) such fixtures were used
        regularly in the ordinary course of the Business prior to the Effective Date;
        (b) such fixtures are located within the space licensed to FV; (c) FV's use
        of
        such fixtures is not reasonably likely to result in the disclosure of
        confidential information of Hercules or its affiliates to FV or its employees,
        contractors or invitees; and (d) FV has not discontinued use of such Licensed
        Premises. Any fixtures, equipment and accessories provided by FV (or sold
        by
        Hercules to FV under the Contribution Agreement) shall remain the property
        of FV
        and shall be removed at FV's expense from the Licensed Premises within a
        reasonable time after the cessation of operations at the Licensed Premises
        by
        FV. FV shall repair any damage occasioned by all such removals at its own
        expense, and in default thereof, and without affecting in any way any remedies
        Hercules may have in law or in equity as a result of such default, Hercules
        may,
        following notice to FV, effect such repairs and FV shall reimburse Hercules
        for
        the reasonable cost thereof.

       

      9.7  G.Casualty
        Loss and Condemnation. In the event of damage to any of the Licensed Premises,
        by fire or any other casualty loss occasioned by natural or human force,
        by
        which the Licensed Premises shall be destroyed to the extent that, for the
        remainder of the Term, it is impracticable for FV to carry on the Acquired
        Business therein, or in the event of the loss of use of the Licensed Premises
        due to condemnation by a governmental or quasi-governmental agency, this
        License
        shall ipso facto terminate and be of no further force and effect with respect
        to
        the Licensed Premises at issue; provided, however, that if the Licensed Premises
        at issue is only partially destroyed so that it may be restored within a
        reasonable time to a suitable condition for the continuation of the Acquired
        Business, or only partially taken through condemnation such that the Acquired
        Business can continue to operate without a material adverse impact, this
        License
        shall remain in full force and effect.

       

      9.8  H.Insurance.
        FV, at its own cost and expense, shall be responsible for insuring or
        self-insuring its owned or leased personal property (including trade fixtures,
        and equipment,), located on or about the Licensed Premises, it being understood
        that the same is not the responsibility of Hercules nor shall Hercules be
        liable
        therefore, except where caused by the gross negligence or willful misconduct
        of
        Hercules. Further, FV, at its own cost and expense, shall be responsible
        for
        insuring or self-insuring any liability it may have for damage to Hercules
        property. All insurance policies carried by FV pursuant to this Article 2H
        shall
        expressly waive any insurer’s right of subrogation against Hercules. Hercules,
        at its own cost and expense, shall be responsible for insuring or self-insuring
        its owned or leased personal property (including trade fixtures, machinery,
        equipment, stocks, inventories and contents), located on or about the Licensed
        Premises, it being understood that the same is not the responsibility of
        FV nor
        shall FV be liable therefore, except where caused by the negligence or willful
        misconduct of FV. Further, Hercules, at its own cost and expense, shall be
        responsible for insuring or self-insuring any liability it may have for damage
        to FV property. All insurance policies carried by Hercules pursuant to this
        Article 2H shall expressly waive any insurer’s right of subrogation against FV.


       

      9.9  I.Alterations.
        FV may not make alterations, changes, additions and improvements to the Licensed
        Premises without the prior written approval of Hercules, which shall not
        be
        unreasonably withheld, conditioned or delayed. 

       

      SECTION
        10.   ARTICLE
        3. TERM AND TERMINATION

       

      10.1  A.Term.
        Except as set forth in Article 3B, below, this Agreement shall be effective
        as
        of the Effective Date, and shall continue for twelve months, unless a different
        period is provided therefore on Exhibit A and Exhibit B, respectively, or
        the
        Parties mutually agree in writing to an extended period (the “Term”), or unless
        earlier terminated pursuant to Article 3B, below. During the Term, FV shall
        endeavor to not need Services beyond six (6) months after the Effective Date;
        however, if there are Services which FV desires to have beyond six months
        then
        FV shall notify Hercules as soon as practicable (but in no event later than
        30
        days prior to the date six months after the Effective Date). Also, FV and
        Hercules shall endeavor to meet 30 days before the expiration of this Agreement
        to discuss (with no obligation to agree) whether this Agreement will be extended
        for any period. 

       

      10.2  B.Termination.
        Except as otherwise provided herein, FV may terminate this Agreement or one
        or
        more of the Services or one or more of the Facility Licenses provided pursuant
        to this Agreement as of the end of any calendar month upon at least thirty
        (30)
        days advance written notice to Hercules. Upon termination of this Agreement,
        or
        upon termination of one or more of the Services or one or more of the Facility
        Licenses provided pursuant to this Agreement, Hercules shall cease and shall
        cause its affiliates to cease providing the terminated Service(s), and FV
        shall
        vacate the facility where the Facility License has been terminated, leaving
        such
        facility in broom clean condition and otherwise in compliance with the terms
        and
        conditions of this Agreement. FV's obligation to pay monies owed to Hercules
        for
        Services provided prior to the effective date of such termination notice(s)
        shall survive the termination or expiration of this Agreement.

       

      SECTION
        11.   ARTICLE
        4. USE LICENSE FEE AND SERVICES FEE

       

      11.1  A.FV
        agrees to pay to Hercules on a monthly basis during the Term of this Agreement,
        in consideration for the Services rendered to FV and the Acquired Business
        as
        herein provided (“Service Fees”), and for the License for the Licensed Premises
        (“License Fees”) the amounts set forth opposite each such Service and Licensed
        Premises on Exhibit A and Exhibit B, respectively. 

       

      11.2  B.To
        the
        extent that during the Term the Parties mutually agree to modify, amend,
        delete
        or add to the Licensed Premises and/or the Services, the Parties shall cooperate
        to determine in good faith an equitable adjustment to the amounts paid by
        FV to
        Hercules.

       

      SECTION
        12.   ARTICLE
        5. COMPENSATION, BILLING AND PAYMENT

       

      12.1  A.SERVICE
        FEES UNDER EXHIBIT A and LICENSE FEES UNDER EXHIBIT B

       

      12.2  (1)Each
        month, Hercules shall submit to FV for payment an invoice reasonably detailing
        the amounts due for Service Fees and License Fees for the immediately preceding
        month. Such invoice shall be payable by FV within thirty (30) days from the
        date
        of such invoice unless FV contests in good faith the amounts set forth in
        such
        invoice by giving written notice to Hercules of such dispute within the payment
        period, in which case FV shall pay all amounts not in dispute within such
        30 day
        period. Any properly due amounts not in dispute set forth in an invoice not
        timely paid by FV shall bear interest at the rate of LIBOR plus 200 basis
        points
        per annum until paid. In the event that the Parties mutually agree, the amounts
        due under this provision may be paid as a lump sum combined with the net
        payments due under Article 5B of this Agreement.

       

      12.3  (2)In
        the
        event that a review of invoices for amounts paid by FV indicates an overpayment
        by FV for Service Fees or License Fees, Hercules will, within ten (10) days
        after completion of such review, reimburse FV for the full amount of any
        such
        overpayment, plus the costs of such review and interest accrued from the
        date of
        overpayment at the rate of LIBOR plus 200 basis points per annum, not to
        exceed
        the maximum rate permitted under applicable law.

       

      12.4  (3)If
        either
        Party believes that there has been a material change in the quantity or quality
        of Services being delivered, they may request a review by the Steering Committee
        of the monthly Service Fee or License Fee to adapt Article 4 A and/or Exhibit
        A
        in accordance with such change.

       

      12.5  B.SETTLEMENT
        OF ACCOUNTS FOR ACQUIRED BUSINESS

       

      12.6  (1)Not
        later
        than thirty (30) days after the last business day of each month during the
        Term,
        Hercules shall provide to FV an accounting of all amounts due under this
        Agreement, all collections, receipts and other remittances to Hercules on
        account of the Acquired Business and all expenses for the Acquired Business
        paid
        by Hercules on behalf of the Acquired Business since the last accounting
        in
        accordance with Schedule A hereto. With such accounting, Hercules shall identify
        the net amount due Hercules or remit to FV by wire transfer the net amount
        due
        FV. If there is a net amount due Hercules, FV shall remit to Hercules via
        wire
        transfer the net amount due Hercules within seven (7) days following receipt
        of
        the cash flow statement. Any properly due amounts due either Party not timely
        paid to shall bear interest at the rate of LIBOR plus 200 basis points per
        annum
        until paid. 

       

      12.7  C.SURVIVAL
        OF OBLIGATIONS

       

      12.8  Notwithstanding
        the expiration or earlier termination of this Agreement, the Parties obligations
        to each other under this Article 5 regarding events or obligations occurring
        or
        arising during the Term shall survive such expiration or earlier termination
        until fulfilled.

       

      12.9  ARTICLE
        6. NOTICES.
        

       

      12.10  Any
        notice, request, instruction or other document to be given hereunder by any
        Party to any other Party shall be in writing and delivered personally, by
        facsimile (with electronic confirmation of receipt and with a confirmed copy
        sent by first class mail or by overnight courier), or sent by registered
        or
        certified mail, postage prepaid, or sent by a recognized overnight courier
        (e.g., Federal Express, Airborne or UPS) (a “Notice”) as follows:

       

      If
        to
        Hercules to:

       

      Hercules
        Incorporated

      Hercules
        Plaza

      1313
        North Market Street

      Wilmington,
        Delaware 19894-0001

      


      Phone
        Number: (302) 594-6460

      Attention:
        Gregory S. McCoy

      


      With
        a
        copy to:

      


      Hercules
        Incorporated

      Hercules
        Plaza

      1313
        North Market Street

      Wilmington,
        Delaware 19894-0001

      


      Phone
        Number: (302) 594-5128

      Facsimile
        Number: (302) 594-7252

      Attention:
        Israel Floyd

      


      


      If
        to FV
        to:

       

      SPG/FV
        Investor LLC

      667
        Madison Avenue

      New
        York,
        NY 10021

      


      Phone
        Number: (212) 508-3300 

      Facsimile
        Number: (212) 508-3301

      Attention:
        Ian Snow

      


      With
        a
        copy to:

      


      Simpson
        Thacher & Bartlett LLP

      425
        Lexington Avenue

      New
        York,
        NY 10017

      


      Phone
        Number: (212) 455-2000

      Facsimile
        Number: (212) 455-2502

      Attention:
        Alan Schwartz

      


      or
        at
        such other address or to such other person for a Party as shall be specified
        by
        like Notice. Any Notice which is delivered 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.

      12.11  ARTICLE
        7. DELEGATION AND ASSIGNMENT. 

       

      12.12  Except
        to
        the extent permitted by Article 1A of this Agreement, Hercules shall not
        delegate any of its duties to perform Services hereunder. FV shall not assign
        or
        subcontract its rights, duties or obligations under this Agreement, except
        (a)
        to its subsidiaries, affiliates, contractors or agents (with reasonable prior
        notice to Hercules and subject to Hercules’ ability to provide Services to such
        persons) or (b) with the prior written consent of Hercules. This Agreement
        shall
        inure to the benefit of and be binding upon the respective successors and
        permitted assigns of the Parties.

       

      12.13  ARTICLE
        8. LIMITED WARRANTY.

       

      12.14  In
        performing the Services, Hercules shall employ methods, procedures and utilities
        of a quality at least equal to those employed by it with respect to its own
        business and affairs. Except as otherwise provided in this Agreement, HERCULES
        EXPRESSLY DISCLAIMS (i) ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
        WITHOUT LIMITATION, THOSE OF WORKMANSHIP, DESIGN, MERCHANTABILITY, FITNESS
        FOR A
        PARTICULAR PURPOSE AND INFRINGEMENT; AND (ii) THAT THE SERVICES PROVIDED
        HEREUNDER WILL YIELD ANY GIVEN OR STATED ECONOMIC, FINANCIAL, PROFIT OR BUSINESS
        RESULT TO FV OR WILL RESULT IN FV HAVING ANY GIVEN STANDING OR POSITION IN
        ANY
        BUSINESS, MARKET OR PRODUCT. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER
        FOR
        ANY PUNITIVE DAMAGES OF ANY TYPE OR KIND.

       

      12.15  ARTICLE
        9. BOOKS AND RECORDS.

       

      12.16  A.Hercules
        shall keep, and make available to FV and its representatives, complete and
        accurate records and accounts, in accordance with the Hercules’ normal
        practices, of all transactions pertaining to the Services, Licenses and payroll
        records, receipts and payments hereunder, and shall preserve them for a period
        of eight (8) years following the end of the fiscal year to which they pertain.
        After the expiration of the eight (8) year period referred to in this Article
        9A, Hercules shall have no further duty to retain any of such books and records
        or to notify FV before the disposition or destruction thereof. FV may review
        these books and records upon reasonable advance notice during normal business
        hours. 

       

      12.17  B.Notwithstanding
        the expiration or earlier termination of this Agreement, the Parties obligations
        to each other under this Article 9 regarding events or obligations occurring
        or
        arising during the Term shall survive such expiration or earlier termination
        until fulfilled.

       

      SECTION
        13.   ARTICLE
        10. CONFIDENTIAL INFORMATION

       

      13.1  A.For
        purposes hereof, “Confidential Information” means any and all information of
        either Party that might reasonably be considered confidential, secret,
        sensitive, proprietary or private. To the extent practicable, Confidential
        Information shall be marked “proprietary” or “confidential.” Confidential
        Information shall include the following:

       

      (a)  (1)data,
        know-how, formulae, processes, designs, sketches, photographs, plans, drawings,
        specifications, samples, reports, lists, financial information, studies,
        findings, inventions and ideas, or proprietary information relating to either
        Party or the methods or techniques used by either Party;

       

      (b)  (2)data,
        documents or proprietary information employed in connection with the marketing
        and implementation of each Party’s products, including cost information,
        business policies and procedures, revenues and markets, distributor and customer
        lists, and similar items of information;

       

      (c)  (3)any
        other
        data or information obtained by either Party during the term of this Agreement
        which is not generally known to and not readily ascertainable by proper means
        by
        third persons who could obtain economic value from its use or
        disclosure;

       

      (d)  (4)
        as
        to
        FV's confidentiality obligations hereunder, any data obtained from the use
        of
        Hercules’ computer systems by FV’s employees or agents, including but not
        limited to SAP and Lotus Notes, except data pertaining solely to the Acquired
        Business; and 

       

      (e)  (5)as
        to
        Hercules' confidentiality obligations hereunder, any data, information, or
        documents pertaining to the assets sold to FV or the Acquired Business.


       

      13.2  B.The
        receiving Party shall treat as confidential all Confidential Information
        of the
        other Party, or of any subsidiaries or affiliates of such other Party, that
        comes to the receiving Party’s knowledge through this Agreement. The receiving
        Party shall take such steps to prevent disclosure of such Confidential
        Information to any third person as it would take in protecting its own
        proprietary or confidential information, and shall not use any portion of
        such
        Confidential Information for any purpose not authorized herein.

       

      13.3  C.No
        person receiving Confidential Information shall be under any obligations
        with
        respect to any Confidential Information:

       

      (a)  (1)which
        is,
        at the time of disclosure, available to the general public;

       

      (b)  (2)which
        becomes at a later date available to the general public through no fault
        on its
        part and then only after said later date;

       

      (c)  (3)which
        it
        can demonstrate was in its possession before receipt from the discloser
        (excluding Confidential Information possessed by Hercules prior to Closing
        that
        relates to the assets sold to FV or the Acquired Business);

       

      (d)  (4)which
        is
        disclosed to it without restriction on disclosure by a third party who has
        the
        lawful right to disclose such information;

       

      (e)  (5)which
        it
        can demonstrate was independently developed by it (excluding Confidential
        Information possessed by Hercules prior to Closing that relates to the assets
        sold to FV or the Acquired Business); or 

       

      (f)  (6)after
        five (5) years from the date of disclosure.

       

      13.4  D.In
        the
        event that any Party is requested or required (by oral questions,
        interrogatories, requests for information or documents, or other similar
        process
        utilized in connection with legal proceedings, or in connection with compliance
        with a subpoena, civil investigative demand or other similar process) to
        disclose any such Confidential Information, such Party shall provide the
        other
        Party with prompt written notice of any such requests or requirement so that
        the
        other Party may seek a protective order or other appropriate remedy and/or
        waive
        compliance with the provisions of Article 10 of this Agreement.

       

      13.5  E.In
        order to protect the interests of both Parties with respect to Confidential
        Information contained within the information technology systems (both hardware
        and software) which will be utilized by the Parties during the Term, both
        Parties shall use reasonable best efforts to implement and effect security
        procedures intended to protect such Confidential Information.

       

      13.6  F.SUBJECT
        TO THE ABOVE ARTICLE 10C., THE CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS
        OF
        THIS ARTICLE SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
        AGREEMENT.

       

      SECTION
        14.   ARTICLE
        11 INDEPENDENT CONTRACTOR

       

      SECTION
        15.   Hercules
        is and shall remain at all times an independent contractor of FV in the
        performance of all Services hereunder; and all persons employed by Hercules
        or
        under contract or agreement with Hercules to perform such Services shall
        be and
        remain employees or contractors solely of Hercules and subject only to the
        supervision and control of Hercules supervisory personnel. 

       

      SECTION
        16.   ARTICLE
        12 COMPLIANCE WITH LAWS AND REGULATIONS

       

      16.1  A.Each
        Party shall give all notices and obtain all licenses and permits required
        by
        applicable laws, rules, ordinances, codes or regulations and shall comply
        with
        all applicable laws, rules, ordinances, codes and regulations of any
        governmental entity or regulatory agency governing the Services to be provided
        hereunder.

       

      16.2  B.If
        it
        is found that a service or report results in either Party being given notice
        that it is violation of a law or regulation by a third-Party regulatory or
        governmental agency, the Parties will mutually cooperate to provide the service
        in a way that is not in violation. Failing such best efforts, Hercules may
        cancel such service.

       

      SECTION
        17.   ARTICLE
        13 DEFAULT. 

       

      SECTION
        18.   Notwithstanding
        anything to the contrary contained herein, if either Party fails to fulfill
        any
        of its material obligations hereunder, unless such failure is otherwise excused
        by or subject to other provisions of this Agreement, the other Party may
        give
        notice to the defaulting Party of such default. If the defaulting Party does
        not
        cure the default within thirty (30) days of the date of this notice, or if
        the
        default is curable but the default is of such a nature that it cannot be
        cured
        within thirty (30) days, the defaulting Party has not taken reasonable steps
        to
        commence to cure the default (and proceeds with due diligence to complete
        the
        cure), the Party not in default upon written notice may terminate its further
        obligations hereunder directly related to the subject matter of the default
        effective on expiration of such thirty (30) day period; provided, however,
        that
        if the Party claimed to be in default disputes such claim, the dispute
        resolution procedures contained herein shall apply.

       

      SECTION
        19.   ARTICLE
        14. INDEMNITY AND LIMITED LIABILITY

       

      19.1  A.For
        purposes of Articles 14 and 16 of this Agreement, the following defined terms
        shall apply:

       

      “Applicable
        Law” means
        any
        law, ordinance, regulation or other requirement applicable to the subject
        matter
        hereof, in effect and as interpreted from time to time. 

       

      “DOEA”
        means
        the
        directors, officers, employees and agents of the relevant entity.

       

      “Liabilities
        and Damages” means
        any
        and all claims, liabilities, actions, suits, proceedings, judgments, orders,
        fines, penalties, assessments, deficiencies, demands, debts, obligations,
        losses, injuries, damages (including, without limitation, direct, actual,
        special, liquidated, incidental, consequential or punitive damages), costs
        and
        expenses (including, without limitation, costs of defense, settlements and
        reasonable investigatory and attorneys' fees and expenses) of whatever kind
        or
        character (whether absolute, accrued, contingent or other), and regardless
        of
        the legal basis of liability or legal or equitable principle involved
        (including, without limitation, contract, warranty, indemnification, negligence,
        strict liability, statutory liability, liability without fault, other tort,
        personal injury, death, damage to or loss of property, business interruption,
        lost profits, violation of Applicable Laws or otherwise).

       

      


      19.2  B.
        In
        no
        event shall any Party, its affiliate(s) and/or its or their respective
        directors, officers, employees, representatives or agents be liable for punitive
        damages under or in connection with this Agreement. 

       

      C.
         FV
        is
        obligated to release, discharge, defend, indemnify, save and hold harmless
        Hercules, its DOEA, its affiliates and their respective DOEA, from and against
        any and all Liabilities and Damages arising out of any gross negligence or
        willful misconduct of FV, its DOEA, its affiliates and their respective DOEA,
        arising from or related to the performance of this Agreement and/or the
        Management Services Contract by FV, except to the extent caused by the negligent
        act or omission or willful misconduct of Hercules, its DOEA, its affiliates
        or
        their respective DOEA. Hercules is obligated to release, discharge, defend,
        indemnify, save and hold harmless FV, its DOEA, its affiliates and their
        respective DOEA, from and against any and all Liabilities and Damages arising
        out of any gross negligence or willful misconduct of Hercules, its DOEA,
        its
        affiliates and their respective DOEA, arising from or related to the performance
        of this Agreement and/or the Management Services Contract by Hercules, except
        to
        the extent caused by the negligent act or mission or willful misconduct of
        FV,
        its DOEA, its affiliates and their respective DOEA.

       

      D.
         Any
        claim
        for indemnification or defense under this Agreement shall be made in accordance
        with the procedures set forth in this Article 16 of this Agreement. This
        provision will survive any expiration or termination of this
        Agreement.

       

      SECTION
        20.   ARTICLE
        15. FORCE MAJEURE

       

      20.1  A.Neither
        Party shall be liable to the other Party for any loss, cost or damage for
        delay
        or non-performance of any of its obligations hereunder resulting from any
        requirement or intervention of civil, naval or military authorities or other
        agencies of the government, or by reason of any other causes whatsoever not
        reasonably within the control of such Party, including, but not limited to,
        acts
        of God, war, riot, insurrection, civil violence or disobedience, blockages,
        embargoes, sabotage, epidemics, fire, strikes, lock-outs or other industrial
        or
        labor disturbances, lightning, hurricanes, explosions and delay of carriers
        (all
        of the foregoing referred to hereinafter as a “Force Majeure”). Upon the
        occurrence of a Force Majeure, the Party whose performance is so prevented
        (the
        "Declaring Party") shall notify the other Party promptly of the cause of
        the
        Force Majeure, and the estimated time that such Force Majeure shall continue.
        The Declaring Party shall thereafter use its reasonable efforts to overcome
        the
        Force Majeure; provided, however, that the settlement of strikes, lock-outs
        and
        other industrial or labor disturbances shall be entirely within the discretion
        of the Declaring Party, and the Declaring Party shall not be required to
        make
        settlement of strikes, lock-outs and other industrial or labor disturbances
        by
        acceding to the demands of any opposing third party or Parties when such
        course
        is unfavorable in the Declaring Party's judgment. FV shall not be required
        to
        pay for any disrupted Services or Licensed Premises during the period in
        which
        they are not being provided to FV.

       

      20.2  B.If
        Hercules’ performance under this Agreement is suspended or rendered impractical
        by reason of Force Majeure for a period in excess of thirty (30) days during
        the
        Term, FV (i) shall have the right to terminate this Agreement with respect
        to
        the disrupted Services or Licensed Premises immediately upon written notice
        to
        Hercules. An event of Force Majeure shall not operate to extend the Term
        or to
        limit amounts payable for Services or Licensed Premises rendered on or prior
        to
        the actual date of the event of Force Majeure.

       

      SECTION
        21.   ARTICLE
        16. DISPUTES

       

      21.1  A.Resolution
        Procedure

       

      .
        Each
        Party agrees to use its reasonable efforts to resolve disputes under this
        Agreement by a negotiated resolution between the Parties or as provided for
        in
        this Article 16.

       

      B. Resolution
        Panel

       

      .
        The
        resolution panel shall consist of two members, i.e.,
        a
        corporate officer of Hercules and a corporate officer of FV, each appointed
        by
        the chief executive officer of the respective company (the "Resolution
        Panel").
        The
        Resolution Panel may act only by the affirmative vote of both its
        members.

       

      C. Exchange
        Of Written Statements

       

      .
        In the
        event of a dispute under this Agreement, either Party may give a Notice to
        the
        other Party requesting that the Resolution Panel in good faith try to resolve
        (but without any obligation to resolve) such dispute. Not later than fifteen
        (15) days after said Notice, each Party shall submit to the other Party a
        written statement setting forth such Party's description of the dispute and
        of
        the respective positions of the Parties on such dispute and such Party's
        recommended resolution and the reasons why such Party feels its recommended
        resolution is fair and equitable in light of the terms and spirit of this
        Agreement. Such statements represent part of a good-faith effort to resolve
        a
        dispute and as such, neither statement may be introduced as evidence or used
        as
        an admission against interest in any arbitral or judicial resolution of such
        dispute.

       

      21.2  D.Good
        Faith Negotiations

       

      .
        If the
        dispute continues unresolved for a period of seven (7) days (or such longer
        period as the Resolution Panel may otherwise agree upon) after the simultaneous
        exchange of such written statements, then the Resolution Panel shall promptly
        commence good-faith negotiations to resolve such dispute but without any
        obligation to resolve it. The initial negotiating meeting may be conducted
        by
        teleconference.

       

      21.3  E.Determination
        Of Resolution Panel

       

      .
        Not
        later than thirty (30) days after the commencement of good-faith negotiations:
        (i) if the Resolution Panel renders an agreed resolution on the matter in
        dispute, then both Parties shall be bound thereby; and (ii) if the Resolution
        Panel does not render an agreed resolution, then either Party may submit
        the
        dispute to arbitration in accordance with Article 16F hereof.

       

      21.4  F.Arbitration

       

      .
        A matter
        in dispute hereunder submitted for resolution by arbitration shall be arbitrated
        in accordance with the then existing commercial arbitration rules of the
        American Arbitration Association, and judgment upon the award rendered by
        the
        arbitrator(s) may be entered in any court having jurisdiction thereof, subject
        to (1) through (8) below.

       

      (a)  (1)
        Upon
        the request of either Party, the Arbitration shall be conducted under the
        expedited rules of the American Arbitration Association for commercial
        arbitrations.

       

      (b)  (2)
        The
        Arbitrators shall be three (3) independent arbitrators, with one appointed
        by
        each Party, and the two appointees selecting the third arbitrator in accordance
        with the said Rules. If either Party fails to select an arbitrator within
        ten
        (10) days after Notice of such failure from the other Party or the American
        Arbitration Association, then the American Arbitration Association shall
        appoint
        such arbitrator. If the two appointees are unable to agree on the third
        arbitrator, then the American Arbitration Association shall select the same
        using the foregoing qualification. Each arbitrator shall be a competent and
        reputable individual with experience as a judge, a chief executive officer
        or
        chief financial officer.

       

      (c)  (3)
        The
        arbitration hearing shall be held in Philadelphia, Pennsylvania, at such
        date,
        time and place as established by the Arbitrators.

       

      (d)  (4)
        The
        Arbitrators shall have power to rule on their own competency and on the validity
        of this Agreement to make reference to arbitration.

       

      (e)  (5)
        Not
        later than fifteen (15) days after the conclusion of the arbitration hearing,
        but prior to the rendering of any arbitral decision and award, each Party
        may
        submit to the Arbitrators a written statement of such Party's (i) understanding
        and view of the Parties' respective positions on the dispute, and (ii)
        recommendation as to an appropriate resolution of the dispute and the reasons
        why it believes such resolution is appropriate. In reaching a decision on
        any
        dispute hereunder, the Arbitrators may take into account such
        statement.

       

      (f)  (6)
        The
        Arbitrators must render their arbitral decision and award and give a written
        opinion setting forth the basis of their decision, all not later than forty-five
        (45) days after the conclusion of the Arbitration.

       

      (g)  (7)
        Each
        Party shall take or cause to be taken all reasonable action to facilitate
        the
        conduct of the arbitration and the rendering of the arbitral award at the
        earliest possible date.

       

      (h)  (8)
        The
        costs of the Arbitration shall be borne and paid equally by the
        Parties.

       

      (i)  G.
         Injunctive
        Relief

       

      .
        The
        Parties recognize and acknowledge that in the event of a potential, anticipatory
        or actual breach of this Agreement, it may be necessary or appropriate for
        the
        non-breaching Party to seek injunctive relief, if and to the extent legally
        available, in order to avoid harm or further harm to the non-breaching Party.
        If
        a Party desires injunctive relief, it may pursue the same in any court of
        competent jurisdiction; provided, however, that, if granted, such injunctive
        relief shall apply only to prevent a breach or further breaches and shall
        remain
        in effect only so long as the court deems necessary or appropriate to permit
        resolution of the underlying disputes in accordance with this Article 16.
        Neither the seeking of injunctive relief nor the granting thereof is intended
        or
        shall result in the application of a substantive or procedural law other
        than
        the applicable governing law pursuant to this Article 16.

      21.5  H.
        Notwithstanding the expiration or earlier termination of this Agreement,
        the
        Parties obligations to each other under this Article 16 regarding events
        or
        obligations occurring or arising during the Term shall survive such expiration
        or earlier termination until fulfilled.

       

      SECTION
        22.   ARTICLE
        17. MISCELLANEOUS

       

      22.1  A.If
        any
        provision of this Agreement or the application of any such provision to any
        person(s) or circumstance(s) shall be held invalid, illegal or unenforceable
        in
        any respect by a court of competent jurisdiction, such invalidity, illegality
        or
        unenforceability shall not affect any other provision hereof, and the Agreement
        shall remain in full force and be effectuated as if such illegal, invalid
        or
        unenforceable provision is not part hereof; provided, however, that (i) if
        the
        deletion of any provision of this Agreement frustrates an essential purpose(s)
        of the Agreement or material right(s) of a Party, then such Party may terminate
        this Agreement without further liability or obligation, and (ii) absent such
        frustration and to the extent legally possible, the Parties shall seek in
        good
        faith agree upon alternate provisions or arrangements to achieve the same
        purposes as the invalid, illegal or unenforceable provision.

       

      22.2  B.This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original and all of which shall constitute one and the same
        instrument.

       

      22.3  C.The
        headings for the articles, sections and paragraphs in this Agreement are
        for
        convenience and reference only and shall not limit in any way or otherwise
        affect any of the terms or provisions hereof.

       

      22.4  D.
        This
        Agreement may not be changed, altered, modified or amended except in writing
        signed by the Parties.

       

      22.5  E.The
        failure of either Party to demand strict performance of the terms hereof,
        or to
        exercise any right conferred herein shall not be construed as a waiver or
        relinquishment of its right to assert or rely on any such term or right in
        the
        future. Waiver by either Party of any term, provision or condition of this
        Agreement shall not be construed to be a waiver of any other term, provision
        or
        condition nor shall such waiver be deemed to be a waiver of a subsequent
        breach
        of the same term, provision or condition. Failure or delay by either Party
        to
        require performance of any provision of this Agreement will not affect or
        impair
        such Party’s right to require full performance with such provision at any time
        thereafter. Any review or approval by a Party required or permitted pursuant
        to
        this Agreement shall not be deemed to be a waiver of any provision of this
        Agreement nor shall it excuse any non-conforming performance by the other
        Party.

       

      22.6  F.The
        validity, interpretation and performance of this Agreement and any dispute
        connected with this Agreement will be governed by and determined in accordance
        with the statutory, regulatory and decisional law of the State of Delaware
        (exclusive of such state's choice or conflicts of laws rules).

       

      22.7  

       

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

       

      


       

      
        	
                FIBERVISIONS,
                  Delaware Corporation

                 

                By:_____________________________________

                Name:___________________________________

                Title:____________________________________

                 

              	
                HERCULES
                  INCORPORATED

                 

                By:_____________________________________

                Name:___________________________________

                Title:____________________________________

              


      

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A

       

      DESCRIPTION
        OF SERVICES

       

      A-0
         Charge
        and Term Schedule

      A-1
         Finance

      A-2 Human
        Resources

      A-3 Shared
        Services

      A-4
         Office
        Services

      A-5 Information
        Management

      A-6 Procurement

      A-7 Supply
        Chain and Transportation

      A-8 Safety,
        Health and Environment

      A-9 Corporate
        Engineering

      A-10 Legal

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        B

       

      LICENSED
        PREMISES

       

      B-0
         Charge
        Schedule

       

      B-1 Hercules
        Plaza- Wilmington

       

      


       

      



      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      EMPLOYEE
        LEASE AGREEMENT

      Employee
        Working in Italy

      


      This
        Employee Lease Agreement (the "Agreement"), is made effective as of January
        ___,
        2006 (the “Effective Date”), by and between Hercules
        Italia SpA,
        an
        entity organized and existing under the laws of Italy ("Employer"), and
        [FiberVisions
        entity to be identified], a
        Delaware limited liability company ("FiberVisions"). Sometimes herein, Employer
        or FiberVisions is referred to individually as a “Party” and collectively as the
“Parties.”

      


      BACKGROUND

      


      Both
        FiberVisions and Employer are members of the Hercules Incorporated family
        and
        believe that this Agreement is in their mutual best interest. FiberVisions
        desires to lease employees from Employer and Employer is willing to provide
        FiberVisions with the use of such employees. The said employees shall remain
        employees of Employer, unless this Agreement is terminated, FiberVisions
        recognizes that it will receive significant advantages from such an arrangement.
        Accordingly, in consideration of the mutual covenants and agreements contained
        in this Agreement, the Parties hereby agree as follows:

      


      1.
         Term.

      


      1.1 This
        Agreement shall become effective on the Effective Date and remain in force
        for
        the term of _______ (__) months thereafter (the "Initial Term"). Following
        the
        Initial Term, this Agreement shall remain in force from month to month until
        either Party gives written notice to the other Party as specified herein,
        at
        least seven (7) days prior to the expiration of any monthly extension of
        the
        Initial Term. Either Party may terminate this Agreement upon seven (7) days
        prior written notice should the other party breach any of the provisions
        of this
        Agreement.

      


      1.2 Employer
        shall have the right to terminate this Agreement immediately in the event
        of (i)
        non-payment or late payment by FiberVisions, or (ii) a breach of this Agreement
        by FiberVisions (other than non-payment or late payment) which is not fully
        cured or remedied to the satisfaction of Employer within three (3) days after
        notice of such breach from Employer to FiberVisions occurring at any time
        after
        the date of this Agreement.

      


      2.
         The
        Employees.

      


      Employer
        will provide to FiberVisions the services of the employees listed on
Exhibit
        A
        attached
        hereto and made a part hereof (individually and collectively the “Employees”),
        all subject to the obtainment of applicable and valid German work permits
        for
        the Employees. If a work permit cannot be obtained for given Employee(s),
        then
        the affected employee(s) shall be deleted from Exhibit
        A
        and this
        Agreement. Employer shall be fully responsible for notifying all Employees
        of
        their leased employee status. Each Employee shall be identified on Exhibit
        A
        according to proper code and pay status under applicable employment and labor
        laws. Employer will immediately notify FiberVisions of any change in such
        code
        and/or status for any Employee. No other employees shall become leased to
        FiberVisions hereunder unless specifically agreed by Employer.

      


      4. Services
        Provided To FiberVisions.

      


      4.1 Employer
        shall be fully responsible for payment of all payroll, payroll taxes, collection
        of taxes, unemployment insurance, and other administrative functions customarily
        performed by an Employer for its employees with regard to Employees while
        they
        are performing work for FiberVisions; provided, however, that FiberVisions
        shall
        fully and reasonably cooperate with Provider and/or Employees to ensure
        compliance with applicable German legal requirements (e.g.
        German
        source withholding tax, etc.). Employer shall, without regard to payments
        by
        FiberVisions, assume such responsibilities as are required by applicable
        law for
        payment of wages to Employees' until such employees are terminated from
        employment with Employer. 

      


      4.2 Subject
        to Employer’s reservation of rights under Section 5 hereof, the services of all
        Employees shall be directed and supervised by, and performed in accordance
        with,
        the directives of FiberVisions’ representatives or such persons, including
        officers of FiberVisions to whom FiberVisions has delegated responsibility
        for
        such supervision and direction. Without limiting the generality of the
        foregoing, the Parties agree that on behalf of FiberVisions, Employer (through
        its employees or agents) shall supervise and coordinate Employees in their
        performance of [describe primary area(s) of each Employer’s activities]. Until
        further directives are received by Employer, each Employee shall continue
        to
        perform the services which such employee was performing immediately prior
        to the
        Effective Date.

      


      4.3 Each
        Party shall designate one or two persons to act as its primary point(s) of
        contact on the implementation and administration of this Agreement; provided,
        however, such persons are not authorized to modify the terms of this
        Agreement.

      


      4.4 Employer
        shall (A) cause Employees to follow the instructions of FiberVisions,
        (B) not incur any expenses (whether capital expenditures or otherwise) on
        behalf of FiberVisions without FiberVisions’ prior written consent, but upon
        such consent Employer shall be reimbursed for all such costs, and (B) shall
        provide the services of Employees exclusively to FiberVisions during the
        Initial
        Term.

      


      5. Reservation
        of Rights.

      


      In
        compliance with applicable guidelines, Employer shall, after consultation
        with
        FiberVisions:

      


      A.
         Have
        a
        right to recruit, hire, direct and control Employees.

      B.
         Have
        a
        right to discipline, replace, and terminate the employment of Employees and
        designate the date of separation from employment.

      


      C.
         Have
        a
        right to reward, promote, reassign, evaluate and determine the wages, hours,
        terms and conditions of employment.

      


      D.
         Have
        the
        right to resolve and decide Employee grievances and disputes.

      


      E.
         Supervise
        and direct Employees in a reasonable manner consistent with the practices
        of
        similar businesses and enterprises. 

      


      F.
         Have
        such
        sufficient direction and control over the Employees as is necessary to conduct
        the Employer's business and without which Employer would be unable to conduct
        its business, discharge any fiduciary responsibility that it may have, or
        comply
        with any applicable licensure, regulatory, or statutory requirement of
        Employer.

      


      6.  Compensation
        of Employer; Payment.

      


      6.1 FiberVisions
        shall reimburse the Employer for the following costs incurred in connection
        with
        Employees: (i) wages, salaries and benefits (including Employer’s pension
        service cost) consistent with Employer’s current personnel policies, procedures
        and plans or as may be otherwise agreed in writing by Employer and FiberVisions;
        (ii) statutory benefits such as workers’ compensation, social security, and
        unemployment compensation; (iii) costs incurred in hiring any additional
        employees hired at the request of FiberVisions and whose services are provided
        to FiberVisions under this Agreement; (iv) severance costs for employees
        to whom
        FiberVisions has offered employment, and (v) applicable value added
        taxes.

      


      6.2 Employer
        provided benefit expenses attributable to Employees supplied under this
        Agreement shall be invoiced in accordance with Employer’s actual premium costs
        (less employee contribution) for Life and Long Term Disability insurance,
        its
        accrual rate for Health and Dental coverages, its per capita charges for
        the
        employee assistance plans, its vacation accrual for the month(s) services
        are
        provided hereunder, its actual costs for short-term disability and severance
        or
        dismissal costs incurred during the period of providing services hereunder,
        its
        Company contribution expense under its savings, investment and pension
        plans.

      


      6.3 Employer
        shall invoice FiberVisions for any amounts FiberVisions owes Employer under
        this
        Agreement and may at its option: 1) reduce any amounts Employer owes
        FiberVisions by the amount so invoiced hereunder, or 2) render invoices monthly
        for the amount to be reimbursed hereunder, in which case payment shall be
        due by
        FiberVisions within thirty (30) days of receipt of invoice. Invoices not
        paid
        when due shall bear interest at the prime bank rate in effect from time to
        time
        as listed in the then most recent edition of The
        Wall Street Journal
        newspaper.

      


      7. Indemnification.

      


      7.1
         FiberVisions
        agrees to indemnify, defend and hold harmless Employer, its officers, non-leased
        employees, directors and agents from and against any and all losses,
        liabilities, expenses (including court costs and attorneys' fees) and claims
        for
        damage of any nature whatsoever, whether known or unknown as though expressly
        set forth and described herein, which Employer may incur, suffer, become
        liable
        for, or which may be asserted or claimed against Employer as a result of
        the
        actual or alleged acts, errors or omissions of FiberVisions, or any claims
        whatsoever arising out of actual or alleged violations of applicable employment
        and labor laws, all to the extent that such acts, errors, omissions or claims
        related to Employees, and/or FiberVisions’ lease or direction
        thereof.

      


      7.2 In
        the
        event that Employer is required to defend against any claim to which Employer
        reasonably believes it is entitled to indemnification under this

      Section,
        FiberVisions shall advance to Employer any attorneys' fees and litigation
        expenses related to the defense of such action that have not yet been
        previously

      reimbursed
        by FiberVisions. 

      


      7.3 In
        the
        event that a Party is required to defend against any claim or

      prosecute
        any claim occasioned by the breach or default in any provision of
        this

      Agreement
        to enforce the terms of this Agreement, such Party shall be awarded all
        reasonable cost pertaining thereto, including reasonable attorneys' fees
        and
        costs in addition to any other relief to which such Party may be
        entitled.

      


      7.4 In
        no
        event will a Party be liable for any direct or consequential damages to the
        other Party as a result of a breach of this Agreement, nor for any loss of
        profits, business, or goodwill.

      


      8. Invalidity
        of a Provision.

      


      If
        any
        provision of this Agreement (or any portion thereof) shall be held to be
        invalid, illegal, or unenforceable, the validity, legality or enforceability
        of
        the remainder of this Agreement shall not in any way be affected or impaired
        thereby.

      


      9. No
        Waiver.

      


      The
        failure by either Employer or FiberVisions to insist upon strict performance
        of
        any of the provisions contained in this Agreement shall in no way constitute
        a
        waiver of any of its rights as set forth herein, at law or equity.

      


      10. Termination.

      


      This
        Agreement may be terminated by either Party if, at any time, (A) the other
        party
        breaches any material term of this Agreement, (B) such Party, in its reasonable
        discretion, determines that a material adverse change has occurred in the
        financial condition, the business, or the business prospects of the other
        Party,
        or that the other Party is unable to pay its debts as they become due in
        the
        ordinary course of business, or (C) in the event of any federal or state
        legislation, regulatory action, or judicial decision which, in the reasonable
        discretion of such Party, materially adversely affects its ability to perform
        under this Agreement. This section is cumulative to all other incidents of
        termination recited in this Agreement. Upon termination by either Party of
        this
        Agreement only standard information in standard form and format will be supplied
        to FiberVisions by Employer. FiberVisions agrees that Employer has no obligation
        to supply information outside of its standard services as set forth in this
        Agreement. 

      


      11. Venue
        and Jurisdiction.

      


      Any
        action or counterclaim arising out of or related to this Agreement must be
        brought in [Switzerland]. Each Party hereby irrevocably consents to be subject
        to the jurisdiction of the courts of Switzerland concerning any case or
        controversy arising out of or related to the Agreement. 

      


      This
        Agreement shall be governed by and construed under the laws of [Switzerland],
        regardless of any choice of law provisions of any jurisdiction to the
        contrary.

      


      12.  Disputes
        Resolution.

      


      12.1 In
        the
        event of a dispute, claim or controversy arising out of or relating to this
        Agreement, the Parties shall attempt to resolve such matter through good
        faith,
        friendly discussions and negotiations for a reasonable period of time. If,
        after
        such reasonable period of time of no more than three (3) months after written
        notice by one Party to the other Party regarding the dispute, claim or
        controversy, no resolution has been agreed upon, then either Party may require
        that the dispute, controversy or claim shall be referred to and finally
        determined by arbitration in accordance with the UNCITRAL Arbitration Rules,
        and
        administrated by the Zurich Chamber of Commerce. The arbitration tribunal
        shall
        consist of three arbitrators. The place of arbitration shall be Zurich,
        Switzerland. The language to be used in the arbitration proceedings shall
        be
        English if permitted under local law.

      


      12.2 Absent
        a
        decision by the Swiss Federal Court that the arbitral award has “formal
        mistakes” or contradicts the “ordre public,” the arbitral award, which shall not
        include punitive damages, injunctive relief or specific performance, shall
        be
        final and binding upon all Parties and shall be enforceable in accordance
        with
        its terms in all jurisdictions and may be entered in any court having
        jurisdiction. The cost of the arbitration shall be borne by the Parties equally,
        and no allowance for attorneys’ fees shall be awarded. The Parties agree that
        the award is to be considered as a settlement of the dispute between them
        and
        shall accept it as the true expression of their own determination in connection
        therewith.

      


      13.  Miscellaneous.

      


      13.1 In
        the
        event that this Agreement is executed in more than one language, the English
        language version shall control.

      


      13.2 If
        any
        Article, section, term, provision, or clause thereof in this Agreement is
        found
        or held to be invalid or unenforceable in any jurisdiction in which this
        Agreement is being performed, the remainder of this Agreement shall be valid
        and
        enforceable and the Parties shall negotiate in good faith, a substitute,
        valid
        and enforceable provision which most nearly effects the Parties’ intent in
        entering into this Agreement.

      


      14. Notices.

      


      To
        be
        effective, any notice given under this Agreement must be in writing, shall
        be
        effective when received, and shall be sent by either (i) certified or registered
        air mail, postage prepaid, (ii) by fax and confirmed by certified mail,
        registered mail or overnight courier, (iii) by overnight courier (e.g. FedEx,
        UPS, Airborne, DHL and others) or (iv) by electronic mail and confirmed by
        certified mail, registered mail or overnight courier, to the following
        addresses:

      


      If
        to
        FIBERVISIONS:

      


      [Insert
        Address]

      Attention:
        [Name or Title]

      Telephone

      Fax

      E-mail

      


      With
        a
        copy to:

      [Insert
        name and contact information]

      


      If
        to
        Employer:

      


      Hercules
        Italia SpA

      [Insert
        Address]

      Attention:
        [Name or Title]

      Telephone

      Fax

      E-mail

      


      With
        a
        copy to:

      [Insert
        name and contact information]

      


      or
        to
        such other address as either Party may, in writing, from time to time, give
        notice to the other Party.

      15. Headings.

      


      The
        headings in the Agreement are intended for convenience or reference and shall
        not affect its interpretation.

      


      16. Amendments.

      


      This
        Agreement constitutes the entire Agreement between the Parties with regard
        to
        the subject matter and no other agreement, statement, promise or practice
        between the Parties relating to the subject matter shall be binding on the
        Parties. This Agreement may be changed pursuant to the terms hereof or by
        written amendment signed by both parties. 

      


      17. No
        Third Party Beneficiaries.

      


      No
        rights
        of any third party are created by this Agreement and no person not a party
        to
        this Agreement may rely on any aspect of this Agreement notwithstanding any
        representation, written or oral, to the contrary.

      


      


      IN
        WITNESS WHEREOF,
        the
        Parties have executed this Agreement as of the Effective Date.

       

      


       

      [FIBERVISIONS
        ENTITY]    HERCULES
        ITALIA SpA

      


      By:     By:
        ____________________________

      


      Name      Name

      Printed:_______________________  Printed:__________________________

      


      Title:
             Title:
        ___________________________ 

      


      Date:
             Date:
        ___________________________


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A 

      


      


      


      


      [Provide
        appropriate identifying information (e.g.
        pay
        status)

      


      


      Gianluca
        Cerruti Prinzi