Exhibit 10.1


 


AMENDMENT NO. 5 TO

STOCK PURCHASE AGREEMENT


 


This AMENDMENT
NO. 5 TO STOCK PURCHASE AGREEMENT (this “Amendment  No. 1”), dated November 29, 2007 is made by
and among Harbor Acquisition Corporation, a Delaware corporation (the “Company”),
Elmet Technologies, Inc., a Delaware corporation (“Elmet”) and the stockholders
of Elmet listed on Schedule A-1 and Schedule A-2 of the Stock Purchase
Agreement, as defined hereafter (the “Stockholders”).


 


WHEREAS, the
parties hereto have entered into that certain stock purchase agreement, dated
as of October 17, 2006, as amended on February 9, 2007, July 19, 2007, August
31, 2007, and October 18, 2007 by and among the Company, Elmet and the
Stockholders (the “Stock Purchase Agreement”), whereby the Company has agreed
to buy, and the Stockholders have agreed to sell, all of the shares of Elmet
(other than the Retained Shares, as defined therein, and the Company Warrants,
as defined therein) to the Company under the terms and conditions set forth
therein;


 


WHEREAS, under
the Stock Purchase Agreement, the Stockholders have appointed Knute C. Albrecht
as their true and lawful agent and attorney-in-fact, referred to therein as the
Stockholders’ Representative, who has the full power of substitution to act,
without limitation, in the name of the Stockholders and to execute all
documents on behalf of the Stockholders in connection with the transactions
contemplated in the Stockholder Agreement; and


 


WHEREAS, the
parties hereto have agreed that the Stock Purchase Agreement be amended, as set
forth herein, to change the date after which, if the Proxy Statement has not
been mailed by such date, either party may terminate the Stock Purchase
Agreement, from September 30, 2007 to December 4, 2007.


 


NOW,
THEREFORE, in consideration of the premises and of the agreements contained
herein, the parties hereto hereby agree as follows:


 


1.                                       Amendment No. 5 to the Stock
Purchase Agreement.


 


a.                                       Section
8.1(d) of the Stock Purchase Agreement is hereby amended to replace “November 30,
2007” at its first occurrence in such Section with “December 3, 2007” and to
replace  “prior to November 30, 2007”
with “on or prior to December 3, 2007.”


 


2.                                       Reference to and Effect on the Stock
Purchase Agreement. Upon the
due execution and delivery of this Amendment No. 5 by the parties hereto, on
and after the date hereof each reference in the Stock Purchase Agreement to the
“Agreement”, “hereunder,” “hereof,” “herein,” or words of like import referring
to the Stock Purchase Agreement shall mean and be a reference to the Stock
Purchase Agreement as amended hereby. Except as specifically amended above, the
Stock Purchase Agreement shall remain in full force and effect and is hereby
ratified and confirmed.


 


3.                                       Execution in Counterparts. This Amendment No. 5 may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which


 

















 


shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when
one or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto.


 


IN WITNESS
WHEREOF, the parties have executed this Amendment No. 5 To Stock Purchase
Agreement as of the date set forth above.


 


	
   

  	
  HARBOR
  ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  J. Hanks

  	
   

  
	
   

  	
   

  	
  Robert J.
  Hanks, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ELMET
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John S.
  Jensen

  	
   

  
	
   

  	
   

  	
  John S.
  Jensen, President

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Knute C.
  Albrecht

  	
   

  
	
   

  	
   

  	
  Knute C.
  Albrecht, Attorney-in-Fact

  



 


2