Exhibit
10.2

     

    Company
Stockholders’ Support Agreement

    (Metcalf,
Duff & Peay)

    


    Agreement,
dated as of May 8, 2010 (this “Agreement”), by and
among each of Peter Metcalf, an individual residing in the State of Utah (“Metcalf”), Philip
Duff, an individual residing in the State of Connecticut (“Duff”) and Robert
Peay, an individual residing in the State of Utah (“Peay”, and
collectively with Metcalf and Duff, the “Designated Officer/Director
Principal Stockholders” and each individually a “Designated Officer/Director
Principal Stockholder”); and Everest/Sapphire
Acquisition, LLC, a Delaware limited liability company (“Purchaser”).

    


    Capitalized
terms not defined herein shall have the meanings ascribed to such terms in that
certain Agreement and Plan of Merger, dated as of May 7, 2010 (the “Merger Agreement”),
by and among Clarus
Corporation, a Delaware corporation (“Purchaser Parent”);
Purchaser; Sapphire
Merger Corp., a Delaware Corporation and wholly owned Subsidiary of
Purchaser (“Merger
Sub”); Black
Diamond Equipment, Ltd.,
a Delaware corporation (“Company”); and Ed
McCall, an individual, in his capacity as Stockholders’ Representative (“Stockholders’
Representative”).

    


    Recitals

    


    Whereas,
Purchaser Parent, Purchaser, Merger Sub, the Company and the Stockholders’
Representative have entered into the Merger Agreement pursuant to which, upon
satisfaction of the conditions specified therein, at the Closing, in exchange
for the payment of the Merger Consideration, Merger Sub will merge with and into
the Company with the effect that the Company will be the Surviving Corporation
and a wholly owned subsidiary of Purchaser; and

    


    Whereas,
the Designated Officer/Director Principal Stockholders are Stockholders of the
Company as well as officers and/or directors of the Company and will benefit
directly and indirectly from the Merger Agreement, the Merger and the
transactions contemplated thereby; and

    


    Whereas,  as
a condition to the Purchaser’s obligations for Closing under the terms of the
Merger Agreement, the Purchaser desires that, among other things, the business
of the Company and the Company Subsidiaries remain intact after the Closing;
and

    


    Whereas,
in order to induce Purchaser to not terminate the Merger Agreement and to effect
the Merger upon the satisfaction of the terms and conditions of the Merger
Agreement (subject to any right to terminate the Merger Agreement as set forth
therein), the Designated Officer/Director Principal Stockholders are entering
into this Agreement.

    


    Now,
Therefore, in consideration of the mutual covenants set forth herein, it
is hereby agreed as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.           Restrictive
Covenants.

    


    (a)  Non-Competition.  Each
Designated Officer/Director Principal Stockholder acknowledges that in order to
help assure Purchaser that the Company will retain the value of the Company as a
“going concern,” each Designated Officer/Director Principal Stockholder agrees
not to utilize his special knowledge of the Business and his relationships with
customers, prospective customers, suppliers and others or otherwise to compete
with the Company in the Business during the Restricted Period.  During
the Restricted Period, each Designated Officer/Director Principal Stockholder
shall not, and shall not permit any of his respective employees, agents or
others under his control, directly or indirectly, on behalf of such Designated
Officer/Director Principal Stockholder or any other Person, to engage or have an
interest, anywhere in the world in which the Company conducts business or
markets or sells its products as of the Closing Date, alone or in association
with others, as principal, officer, agent, employee, director, partner or
stockholder (except (i) solely with respect to Metcalf and Peay, as an owner of
two percent or less of the stock of any company listed on a national securities
exchange or traded in the over-the-counter market and (ii) solely with respect
to Duff, as an owner of equity interests in one or more entities in which he
does not have the power to direct or cause the direction of the management and
policies of any such entity, whether through the ownership of voting securities,
by contract or otherwise), whether through the investment of capital, lending of
money or property, rendering of services or capital, or otherwise, in any
Competitive Business.  During the Restricted Period, each Designated
Officer/Director Principal Stockholder shall not, and shall not permit any of
his respective employees, agents or others under his control, directly or
indirectly, on behalf of such Designated Officer/Director Principal Stockholder
or any other Person, to accept Competitive Business from, or solicit the
Competitive Business of any Person who at Closing is a customer of the Business
conducted by the Company, or, to such Designated Officer/Director Principal
Stockholder’s knowledge, is a customer of the Business conducted by the Company
at any time during the Restricted Period. 

    


    (b)           Non-Disparagement and
Non-Interference.  Each Designated Officer/Director Principal
Stockholder shall not, either directly or indirectly, (i) during the Restricted
Period, make or cause to be made, any statements that are disparaging or
derogatory concerning the Company or its business, reputation or prospects; (ii)
during the Restricted Period, request, suggest, influence or cause any party,
directly or indirectly, to cease doing business with or to reduce its business
with the Company or do or say anything which could reasonably be expected to
damage the business relationships of the Company; or (iii) at any time during or
after the Restricted Period, use or purport to authorize any Person to use any
Intellectual Property owned by the Company or exclusively licensed to the
Company or to otherwise infringe on the intellectual property rights of the
Company.

    


    (c)           Non-Solicitation.  During
the Restricted Period, each Designated Officer/Director Principal Stockholder
shall not recruit or otherwise solicit or induce any Person who is an employee
or consultant of, or otherwise engaged by Company, to terminate his or her
employment or other relationship with the Company, or such successor, or hire
any person who has left the employ of the Company during the preceding one
year.

    


    (d)           Certain
Definitions.  For purposes of this Agreement: (i) the term
“Business”
shall mean the business of manufacturing, assembling, licensing, distributing,
marketing and selling mountain climbing, hiking and skiing equipment; (ii) the
term “Competitive
Business” shall mean any business competitive with the Business and (iii)
the term “Restricted
Period” shall mean (i) for Metcalf and Duff (with respect to Sections
1(b) and 1(c) only in the case of Duff), a consecutive three year
period commencing on the Closing Date (subject to the extension provisions in
Section 7(a) hereof), and (ii) for Peay and Duff (with respect to Section 1(a)
only in the case of Duff), a one year period commencing on the Closing Date
(subject to the extension provisions in Section 7(a) hereof).  For
purposes of Section 1 and Section 2 of this Agreement only, all references to
the Company shall be deemed to include each Company Subsidiary and each of their
respective successors and assigns, including, without limitation, the Surviving
Corporation, and all references to a Designated Officer/Director Principal
Stockholder shall be deemed to include all Affiliates of such Designated
Officer/Director Principal Stockholder.


    
      
         


      

      
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    2.           Confidentiality.  Each
Designated Officer/Director Principal Stockholder acknowledges that the
intangible property and all other confidential or proprietary information with
respect to the Business of the Company are valuable, special and unique assets
of Company.  The Designated Officer/Director Principal Stockholders
shall not, at any time after the Closing Date, disclose, directly or indirectly,
to any Person, or use or purport to authorize any Person to use any confidential
or proprietary information with respect to the Company, whether or not for their
own benefit, without the prior written consent of the Purchaser unless required
by Law, including, without limitation, (a) Trade Secrets, intangible property,
marketing plans, business plans and strategies; (b) confidential or proprietary
information relating to products or services; (c) the names of customers and
contacts, vendors and suppliers, the cost of materials and labor, the prices
obtained for services sold (including the methods used in price determination,
manufacturing and sales costs), compensation paid to employees and consultants
and other terms of employment, production operation techniques or any other
confidential or proprietary information of, about or pertaining to the Business,
and any other confidential or proprietary information and material relating to
any customer, vendor, licensor, licensee, or other party in connection with the
Business; and (d) any other confidential or propriety information which such
Designated Officer/Director Principal Stockholder acquired or developed in
connection with or as a result of his being a shareholder, officer, director,
employee, agent or representative of the Company, excepting in each instance (a)
– (d) only such information as (i) is already known to the public or which may
become known to the public without any fault of such Designated Officer/Director
Principal Stockholder in violation of any confidentiality restrictions, (ii) (A)
was available to such Designated Officer/Director Principal Stockholder (prior
to its delivery to such Designated Officer/Director Principal Stockholder by the
Company) or (B) becomes available to an Designated Officer/Director Principal
Stockholder, in each instance (A) or (B) on a non-confidential basis from a
Person other than the Company who is not otherwise bound by a confidentiality
agreement with respect to such information or is otherwise prohibited from
transmitting the information to such Designated Officer/Director Principal
Stockholder, or (C) can be proven to have been independently developed by such
Designated Officer/Director Principal Stockholder without reference to such
information.

     

    3.           Representations and
Warranties.  In order to induce Purchaser to enter into this
Agreement, not terminate the Merger Agreement and to effect the Merger upon
satisfaction of the terms and conditions of the Merger Agreement (subject to
Purchaser’s right to terminate the Merger Agreement as set forth therein), and
the transactions contemplated by the Merger Agreement, each Designated
Officer/Director Principal Stockholder represents and warrants to Purchaser,
severally and not jointly and as to themselves and not as to any other
Designated Officer/Director Principal Stockholder, that the following
representations and warranties are true as of the date hereof and will be true
as of the Closing:

     

    (a)           Capacity; Authorization;
Enforceability.  Such Designated Officer/Director Principal
Stockholder is of legal age and capacity and has all requisite power and
authority to execute, deliver and perform this Agreement and each of his
obligations under this Agreement.  This Agreement has been duly and
validly executed and delivered by such Designated Officer/Director Principal
Stockholder, and constitutes the legal, valid and binding obligation of such
Designated Officer/Director Principal Stockholder, enforceable against him in
accordance with its respective terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, or other similar Laws affecting or
relating to the rights of creditors generally or by general principles of
equity.


    
      
         


      

      
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    (b)           Company Common Stock
Ownership.  The shares of Company Common Stock listed on Schedule 3(b)
opposite such Designated Officer/Director Principal Stockholder’s name (i) are
owned beneficially by such Designated Officer/Director Principal Stockholder;
(ii) constitute all of the shares of capital stock of the Company and each
Company Subsidiary that are owned beneficially by such Designated
Officer/Director Principal Stockholder, and (iii) except with respect to shares
of Company Common Stock indicated on Schedule 3(b) as
being held in the Black Diamond Equipment, Ltd. Profit Sharing Plan (the “Company 401(k) Plan”)
for the benefit of such Designated Officer/Director Principal Stockholder (the
“401(k)
Shares”) which are held legally and of record by the custodian thereof,
are owned legally and of record by such Designated Officer/Director Principal
Stockholder.  Such Designated Officer/Director Principal Stockholder
has all right, title and interest in and to such shares of Company Common Stock
free and clear of all Liens and free of any other restriction, except for
restrictions imposed by applicable securities Laws; provided, that with
respect to the 401(k) Shares, the custodian under the Company’s 401(k) Plan has
legal title to the 401(k) Shares for the benefit of such Designated
Officer/Director Principal Stockholder and the title to and transfer of the
401(k) Shares are subject to the terms and conditions of the Company 401(k)
Plan.  Such Designated Officer/Director Principal Stockholder has not
granted or acknowledged to any Person any Rights with respect to any shares of
capital stock of the Company (other than (i) Rights granted to the custodian
prior to the date hereof pursuant to the Company 401(k) Plan with respect to his
401(k) Shares and (ii) to Purchaser pursuant to any Company Stockholders’ Option
Agreement executed and delivered to Purchaser by such Designated
Officer/Director Principal Stockholder) and such Designated Officer/Director
Principal Stockholder has sole voting power and sole power to issue instructions
with respect to the matters set forth herein, sole power of disposition, sole
power of conversion, sole power to demand appraisal rights and sole power to
agree to all of the matters set forth in this Agreement with respect to such
Designated Officer/Director Principal Stockholder’s shares of capital stock of
the Company with no limitations, qualifications or restrictions on such rights
other than, with respect to his 401(k) Shares, any rights granted to the
custodian prior to the date hereof under the Company’s 401(k) Plan.

     

    (c)           No
Conflicts.  Except for the limitation contained in Section 7.4
of the Bylaws of the Company (which the parties hereto anticipate will be
removed prior to Closing by action of the Board of Directors of the Company),
the execution, delivery and performance of this Agreement by such Designated
Officer/Director Principal Stockholder, the delivery of such Designated
Officer/Director Principal Stockholder’s written consent to the Merger Agreement
and the Merger, and the consummation of the transactions contemplated hereby and
thereby do not and will not (i) violate, or be in conflict with, or constitute a
default under, or result in, or provide the basis for, the termination of, any
of its obligations under any material Contract to which such Designated
Officer/Director Principal Stockholder is a party; or (ii) violate any Law or
Order of any Governmental Authority applicable to such Designated
Officer/Director Principal Stockholder, or require the consent, approval or
action of, filing with or notice to any Governmental Authority or other Person
in order for such Designated Officer/Director Principal Stockholder to
consummate the transactions contemplated by this Agreement.

     

     (d)           Disclosure Under the Securities and
Exchange Act.  During the past ten years, such Designated
Officer/Director Principal Stockholder has not been convicted of, involved in,
or the subject of (as the case may be) any of the circumstances or events
described in Regulation S-K, Item 401, paragraphs (f)(1) through (6) promulgated
under the Securities and Exchange Act of 1934.

    


    4.           Indemnification.  Each
Designated Officer/Director Principal Stockholder, severally and not jointly,
hereby agrees to indemnify and hold harmless each Purchaser Indemnified Party
from, against and in respect of the full amount of any and all Losses incurred
or suffered by the Purchaser Indemnified Parties or any of them in respect of,
arising from, in connection with, or incident to (a) any breach of, or
inaccuracy in, any representation or warranty made by such Designated
Officer/Director Principal Stockholder in Section 3 of this Agreement; (b) any
breach, violation, nonperformance or non-fulfillment of any covenants,
agreements or obligations of such Designated Officer/Director Principal
Stockholder in this Agreement; (c) from and after the Closing, any fraud
committed by the Company (whether or not known by such Designated
Officer/Director Principal Stockholder) with respect to the Merger Agreement or
the Merger; and (d) any fraud committed by such Designated Officer/Director
Principal Stockholder with respect to this Agreement, the Merger Agreement or
the Merger; provided, however, that no
indemnification payment to be made by a Designated Officer/Director Principal
Stockholder in respect of indemnification required to be made pursuant to this
Agreement and any Company Stockholders’ Option Agreement to which such
Designated Officer/Director Principal Stockholder is a party, in the aggregate,
shall be required to be made to the Purchaser Indemnification Parties in excess
of the sum of, without duplication (i) the Merger Consideration actually paid to
such Designated Officer/Director Principal Stockholder and (ii) the Merger
Consideration that would have been paid to such Designated Officer/Director
Principal Stockholder in respect of any shares of Company Common Stock that were
donated or transferred by such Designated Officer/Director Principal Stockholder
since April 1, 2010.


    
      
         


      

      
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    5.           Release, Acknowledgement and
Waiver.  Each Designated Officer/Director Principal
Stockholder, for himself and his successors and assigns, releases the Company,
the Surviving Corporation and their respective Affiliates from any claims,
actions, suits and damages in connection with any claims such Designated
Officer/Director Principal Stockholder may have in his capacity as a
Stockholder.  Each Designated Officer/Director Principal Stockholder
acknowledges and agrees that neither the Company nor any Company Subsidiary has
breached any obligation owing to such Designated Officer/Director Principal
Stockholder, and that no facts or circumstances exist which could provide the
basis for such a claim against the Company, any Company Subsidiary, the
Surviving Corporation or their respective Affiliates.

    


    6.           Authorization of
Stockholders’ Representative. Each Designated
Officer/Director Principal Stockholder hereby confirms his approval of the
Stockholders’ Representative’s power and authority, and each of the other
provisions set forth in Article XI of the Merger Agreement is hereby agreed,
confirmed and ratified and shall be deemed incorporated by reference
herein.  In addition to the powers and authority granted thereby, the
Stockholders’ Representative is hereby appointed, authorized and empowered to
act for the benefit of each Designated Officer/Director Principal Stockholder in
connection with and to facilitate the consummation of the transactions
contemplated by this Agreement, the Merger Agreement and the Escrow Agreement,
and the transactions contemplated hereby and thereby, as the exclusive agent and
attorney-in-fact to act on behalf of each Designated Officer/Director Principal
Stockholder, for the following purposes and with the following powers and
authority:

    


    
      
        	 	
                (i)

              	
                in
      the event of an amendment to the Merger Agreement which is approved by the
      Board of Directors of the Company, to confirm to the Purchaser that this
      Agreement, the Option Agreement and, to the extent any Stockholder consent
      is required therefor, that the consents of the Designated Officer/Director
      Principal Stockholders in the Company Stockholders’ Consents remain in
      full force and effect; and

              


      

    

     

    
      
        	 	
                (ii)

              	
                to
      execute and deliver such immaterial modifications or waivers in connection
      with this Agreement or, to the extent any Stockholder consent is required,
      the Merger Agreement or the Escrow
Agreement.

              


      

    

     

    
      	 	
              7.

            	
              Miscellaneous.

            


    

     

    (a)           Continuing Obligations; Equitable
Remedies.  The restrictions set forth in Sections 1 and 2 are
considered by the parties to be reasonable for the purposes of protecting the
value of the business and goodwill of the Surviving Corporation (after giving
effect to the transactions contemplated by the Merger) and each Designated
Officer/Director Principal Stockholder acknowledges that the Purchaser and the
Surviving Corporation would be irreparably harmed and that monetary damages
would not provide an adequate remedy to the Purchaser in the event the covenants
contained in Sections 1 and 2 were not complied with in accordance with their
terms.  The Designated Officer/Director Principal Stockholders agree
that any breach by such Designated Officer/Director Principal Stockholder of any
provision of Sections 1 or 2 shall entitle the Purchaser and, after the Closing,
the Surviving Corporation to an injunction, specific performance and other
equitable relief to secure the enforcement of these provisions, in addition to
any other remedies (including damages) which may be available to the Purchaser
and the Surviving Corporation.  If any of the Designated
Officer/Director Principal Stockholders or any of their respective Affiliates,
heirs and personal and legal representatives breaches the covenants set forth in
Section 1, the Restricted Period described therein shall be extended for a
period equal to the period that a court having jurisdiction has determined that
such covenant has been breached.  It is the desire and intent of the
parties that the provisions of Sections 1 and 2 be enforced to the fullest
extent permissible under the laws and public policies of each jurisdiction in
which enforcement is sought.  If any provisions of Section 1 or 2
relating to the time period, scope of activities or geographic area of
restrictions is declared by a court of competent jurisdiction to exceed the
maximum permissible time period, scope of activities or geographic area, as the
case may be, the time period, scope of activities or geographic area shall be
reduced to the maximum which such court deems enforceable.  If any
provisions of Section 1 or 2 other than those described in the preceding
sentence are adjudicated to be invalid or unenforceable, the invalid or
unenforceable provisions shall be deemed amended (with respect only to the
jurisdiction in which such adjudication is made) in such manner as to render
them enforceable and to effectuate as nearly as possible the original intentions
and agreement of the parties.


    
      
         


      

      
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    (b)           Public
Announcement.  No public announcement or other publicity
regarding this Agreement, the Merger Agreement or the transactions contemplated
hereby and thereby shall be made prior to or after the date hereof without the
prior written consent of Company and Purchaser as to form, content, timing and
manner of distribution.  Notwithstanding the foregoing, nothing in
this Agreement shall preclude any party or its Affiliates from making any public
announcement or filing required pursuant to any federal or state securities law,
rule or regulation.

    


    (c)           Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given (a) when delivered personally, (b) when
transmitted by facsimile (receipt confirmed), (c) on the fifth (5th)
Business Day following mailing by registered or certified mail (return receipt
requested), or (d) on the next Business Day following deposit with an overnight
delivery service of national reputation, to the parties at the following
addresses and facsimile numbers (or at such other address or facsimile number
for a party as may be specified by like notice):

     

    If to
Purchaser:

    


    c/o
Clarus Corporation

    One
Landmark Square, 22nd Fl

    Stamford,
CT  06901

    Attn:      Executive
Chairman

    Fax:        (203)
552-9607

    


    with a
copy to:

    


    Kane
Kessler, P.C.

    1350
Avenue of the Americas, 26th
Floor

    New York,
New York 10019

    Attn.:      Robert
L. Lawrence, Esq.

    Jeffrey S. Tullman, Esq.

    Fax:        (212)
245-3009

    


    If to a
Designated Officer/Director Principal Stockholder, to the address and/or
facsimile number set forth below such Designated Officer/Director Principal
Stockholder’s name on the signature page hereto.

    


    (d)           Severability. The
invalidity of any term or terms of this Agreement shall not affect any other
term of this Agreement which shall remain in full force and
effect. 

     

    (e)           No
Third Party Beneficiaries. The
Company shall be a third party beneficiary of the provisions of Sections 1, 2
and 7(a).  Except as set forth in the immediate preceding sentence,
there are no third party beneficiaries of this Agreement or of the transactions
contemplated hereby and nothing contained herein shall be deemed to confer upon
any one other than the parties hereto (and their permitted successors and
assigns, and including, with respect to the Company, the Surviving Corporation
and Purchaser Parent) any right to insist upon or to enforce the performance of
any of the obligations contained herein. 


    
      
         


      

      
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    (f)           Time of the Essence. Time is of the essence
with respect to the obligations of the parties hereunder.

     

    (g)           Negotiation of Agreement. Each party hereto
acknowledges that it has had the opportunity to consult with independent counsel
of its choice throughout all negotiations that have preceded the execution of
this Agreement.  Each party and its counsel (if any) has cooperated in
the drafting and preparation of this Agreement and the other documents referred
to herein, and any and all drafts relating thereto will be deemed the work
product of the parties hereto and may not be construed against any party by
reason of its preparation.  Accordingly, any rule of law or any legal
decision that would require interpretation of any ambiguities in this Agreement
against the party that drafted it is of no application and is hereby expressly
waived.

     

    (h)           Counterparts.  This
Agreement may be executed in any number of counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  The exchange of copies of this Agreement and of signature
pages by facsimile transmission shall constitute effective execution and
delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for all
purposes.

     

    (i)           Successors. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

     

    (j)           Entire Agreement; Waiver and
Modification.  This Agreement
and the Merger Agreement (together with the certificates, agreements, exhibits,
schedules, instruments and other documents referred to herein or therein)
constitutes the entire agreement between the parties with respect to the subject
matter hereof and thereof and supersedes all prior agreements, both written and
oral, with respect to such subject matter.  Any provision of this
Agreement may be waived at any time in writing by the party which is entitled to
the benefits thereof.  No change, modification, extension,
termination, notice of termination, discharge, abandonment or waiver of this
Agreement or any of its provisions, nor any representation, promise or condition
relating to this Agreement, will be binding upon any party unless made in
writing and signed by such party.

     

    (k)           Governing
Law.  THIS AGREEMENT HAS BEEN ENTERED INTO AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF.


    
      
         


      

      
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    (l)           Consent to Jurisdiction. EACH PARTY TO THIS
AGREEMENT, BY ITS EXECUTION HEREOF, (I) HEREBY IRREVOCABLY SUBMITS, AND AGREES
TO CAUSE EACH OF ITS SUBSIDIARIES TO SUBMIT, TO THE EXCLUSIVE JURISDICTION OF
THE STATE COURTS OF THE STATE OF DELAWARE LOCATED IN NEW CASTLE COUNTY (OR IF
JURISDICTION THERETO IS NOT PERMITTED BY LAW, THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE) FOR THE PURPOSE OF ANY ACTION, CLAIM, CAUSE OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY PROCEEDING OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR RELATING TO THE
SUBJECT MATTER HEREOF, (II) HEREBY WAIVES, AND AGREES TO CAUSE EACH OF ITS
SUBSIDIARIES TO WAIVE, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND
AGREES NOT TO ASSERT, AND AGREES NOT TO ALLOW ANY OF ITS SUBSIDIARIES TO ASSERT,
BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT
IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT
ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH
PROCEEDING BROUGHT IN ONE OF THE ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT
AND (III) HEREBY AGREES NOT TO COMMENCE OR TO PERMIT ANY OF ITS SUBSIDIARIES TO
COMMENCE ANY ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR
OTHERWISE), INQUIRY PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON
THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF OTHER THAN BEFORE ONE OF
THE ABOVE-NAMED COURTS NOR TO MAKE ANY MOTION OR TAKE ANY OTHER ACTION SEEKING
OR INTENDING TO CAUSE THE TRANSFER OR REMOVAL OF ANY SUCH ACTION, CLAIM, CAUSE
OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION TO ANY COURT OTHER THAN ONE OF THE ABOVE-NAMED COURT WHETHER ON
THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE.  EACH PARTY HEREBY
CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY MANNER PERMITTED BY
DELAWARE LAW, AND AGREES THAT SERVICE OF PROCESS BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED PURSUANT TO SECTION
7(c) IS REASONABLY CALCULATED TO GIVE ACTUAL NOTICE.  IN ANY
PROCEEDINGS INSTITUTED IN CONNECTION WITH THIS AGREEMENT, THE PREVAILING PARTY
SHALL BE ENTITLED TO AN AWARD OF ITS REASONABLE ATTORNEYS’ FEES AND COSTS UPON
FINAL DETERMINATION THEREOF (INCLUDING ANY APPEALS IN RESPECT THEREOF OR THE
EXPIRATION OF ANY RIGHT TO APPEAL IN CONNECTION THEREWITH).

     

    (m)           Waiver of Jury Trial. EACH OF THE PARTIES
HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN
RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT,
TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED
UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING.  EACH OF THE PARTIES AGREES
AND ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT THIS SECTION 7(m) CONSTITUTES A
MATERIAL INDUCEMENT UPON WHICH THE OTHER PARTIES HERETO ARE RELYING AND WILL
RELY IN ENTERING INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR
CONTEMPLATED HEREBY.  ANY PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION 7(m) WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY. 

    


    [Signature
Page Follows]


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    In
Witness Whereof, the parties have executed this Agreement as of the date
first above written.

    


    
      
        
          
            
              
                
                  
                    	 
      	Purchaser:	 
	 
      	 	 
      	 
	 
      	Everest/Sapphire
      Acquisition, LLC	 
	 
      	 	 
      	 
	 
      	By:	
                             /s/ Philip A.
    Baratelli

                          	 
	 
      	 	
                            Name:
      Philip A. Baratelli

                          	 
	 
      	 	
                            Title:
      Secretary and Treasurer

                          	 


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	
                                                              Designated
      Officer/Director

                                                            	 
	 	
                                                              Principal
      Stockholders:

                                                            	 
	 	 
      	 
	 	
                                                               /s/ Peter Metcalf

                                                            	 
	 	
                                                              Name:

                                                            	
                                                              Peter
      Metcalf

                                                            	 
	 	
                                                              Address:

                                                            	 
      	 
	 	 
      	 
      	 
	 	 
      	
                                                              Fax:

                                                            	 
	 	 
      	 
      	 
	 	
                                                               /s/ Philip Duff

                                                            	 
	 	
                                                              Name:

                                                            	
                                                              Philip
      Duff

                                                            	 
	 	
                                                              Address:

                                                            	 
      	 
	 	 
      	 
      	 
	 	 
      	
                                                              Fax:

                                                            	 
	 	 
      	 
      	 
	 	
                                                               /s/ Robert Peay

                                                            	 
	 	
                                                              Name:

                                                            	
                                                              Robert
      Peay

                                                            	 
	 	
                                                              Address:

                                                            	 
      	 
	 	 
      	 
      	 
	 	 
      	
                                                              Fax:

                                                            	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
3(b)

    


    Company Common Stock
Ownership

    


    
      
        	
                Name of Stockholder

              	 
      	
                No. of Shares of Company

                Common Stock 

                (other than 401(k) Shares

              	 
      	
                No. of 401(k) Shares

              
	
                Philip
      Duff

              	 
      	
                14,200

              	 
      	
                0

              
	
                Peter
      Metcalf

              	 
      	
                6,822

              	 
      	
                5,819

              
	
                Robert
      Peay

              	
                  

              	
                193

              	
                  

              	
                70