ASSET PURCHASE AGREEMENT










ASSET PURCHASE AGREEMENT



by and among



J. M. STEWART
CORPORATION,

DISPLAY TECHNOLOGIES, INC.

and

J.M. STEWART
ACQUISITION, INC.

 

November 16, 2001

 

 

 

 

 

 



 

 


LIST OF SCHEDULES



	
Schedule 1.1(a)

    	
Tradenames, Trademarks, etc.

    
	

        Schedule 1.1(c)


    	

        
        Domain Names


    
	
Schedule 1.1(e)

    	

Equipment

    
	
        Schedule 1.1(i)


    	
        
        Deposits and Prepaid Advertising


    
	

        Schedule 1.1(j)


    	

        
        Accounts Receivable


    
	

        Schedule 2.1


    	

        
        Interim Balance Sheet


    
	

        Schedule 3.1(a)


    	

        
        Leases and Other Contracts


    
	

        Schedule 3.1(b)


    	

        
        Outstanding Accounts Payable


    
	

        Schedule 3.1(c)


    	

        
        Sales Orders for Finished Goods


    
	

        Schedule 3.1(e)


    	

        
        Other Obligations and Liabilities of JMS


    
	

        Schedule 8.1


    	

        
        States in which JMS is Qualified


    
	

        Schedule 8.3


    	

        
        Joint Ventures, etc.


    
	

        Schedule 8.4


    	

        
        Conflicts of Interest


    
	

        Schedule 8.5


    	

        
        Good and Marketable Title of JMS


    
	
            Schedule
            8.6


    	
             Pending Litigation, Arbitration and Administrative or Regulatory
            Proceedings of JMS


    
	
Schedule 8.7

    	
 Adverse
Changes

    
	
Schedule 8.8

    	
 Contracts
and Commitments

    
	
Schedule 8.9

    	
 Agreements
Related to Intellectual Property, Trademarks, etc.

    
	
        Schedule 8.10


    	
        
        Financial Statements - Exceptions to GAAP


    
	
Schedule 8.12

    	
 Tax
Matters of JMS and Parent

    
	
Schedule 8.13

    	
 Employee
Taxes, etc.

    
	
        Schedule 8.14


    	
        
        Insurance of JMS


    




 



	

        Schedule 8.16


    	

        
        No Violation of JMS


    
	
            Schedule
            8.17


    	
             List of Hazardous Substances, Hazardous Materials and Hazardous
            Wastes of JMS


    
	
        Schedule 8.18


    	
        
        Loss Sustained by JMS


    
	

        Schedule 8.27


    	

        
        Employee Benefits and ERISA


    
	

        Schedule 8.29


    	

        
        Customer Deposits


    
	

        Schedule
        12.7(a)


    	

         Existing Employment or Noncompetition Agreements


    
	

        Schedule
        12.7(b)


    	

         Continuing Employees


    





 

 

ASSET PURCHASE AGREEMENT




This ASSET PURCHASE
AGREEMENT (hereinafter sometimes referred to as "this Agreement") made
this 16th day of November, 2001, by and among J. M. Stewart
Corporation, a Florida corporation ("JMS"), Display Technologies,
Inc., a Nevada corporation ("Parent"), and J.M. Stewart Acquisition,
Inc., a Florida corporation ("Buyer");



W I T N E S S E T H:



WHEREAS, JMS wishes to
transfer substantially all of its assets and all of the business presently
conducted by it (all such business is hereinafter sometimes referred to as
"The Acquired Business"), to Buyer in exchange for cash and the
assumption by Buyer of certain specified liabilities of JMS as herein provided;



WHEREAS, Buyer wishes
to acquire such assets and business of JMS all as hereinafter more fully set
forth;



WHEREAS, SouthTrust
Bank, an Alabama banking corporation, holds a valid, perfected first priority
security interest in all of the Purchased Assets and has consented to the sale
of the Purchased Assets pursuant to this Agreement; and



WHEREAS, Parent owns
all of the outstanding capital stock of JMS.



NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as
follows:



  
  ARTICLE 1

  ASSETS
  TO BE PURCHASED

  

Section
1.1.         Description
      of Purchased Assets. 
On the terms and
    subject to the conditions herein expressed, JMS agrees to sell, convey,
    transfer, assign, set over and deliver to Buyer on the Closing Date,
    effective as of the Effective Time (as said terms are defined in Section 4.2
    hereof) all of the assets, whether tangible or intangible, utilized by or in
    connection with, or produced by, The Acquired Business and owned by JMS or
    J.M. Stewart Industries, Inc., including but not limited to the following
    specified assets, regardless of where such assets are located:

(a)          the exclusive ownership of and
        right to use all tradenames, trademarks, service marks, trade dress,
        copyrights and applications therefor used in connection with The
        Acquired Business or otherwise owned or controlled by JMS, including,
        without limitation, those

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described in Schedule 1.1(a) hereto, along
        with the goodwill of the business associated with each of the foregoing;

(b)          all inventions, patents, patent
        rights, applications for patents, production rights, manufacturing
        rights, reproduction rights, similar rights, trade secrets, know-how,
        processes, formulae, licenses and designs;

(c)          all right, title and interest in
        the marks and domain names set forth on Schedule 1.1(c) hereto, as well
        as all right, title and interest, including copyright rights, in the
        Work or any portion thereof (as hereinafter defined), including the
        rights to use and/or sell for profit, distribute to third parties,
        display, perform, digitally transmit, create derivative works from,
        disassemble, reverse engineer, otherwise claim any ownership rights in
        or rightful title to the "look and feel" of the Work. For
        purposes of this Agreement, "Work" is defined as all
        documents, images, things, work product and works of authorship (all of
        which may be either electronic or hard copy) that are created by or for
        JMS, or in which JMS owns a transferable interest, including, without
        limitation, all website pages and in any software programs, scripts,
        graphics, animations, controls, user interfaces, database schemes or
        other tangible or intangible "products" or
        "information" developed by either JMS or any agent, employee
        or independent contractor of JMS for purposes related to or used in
        connection with The Acquired Business ;

(d)          all current inventories of raw
        materials, supplies, purchased parts to be incorporated in finished
        products, work-in-process and finished products (the
        "Inventory");

(e)          all tooling, molds, machinery,
        equipment and computer hardware, including, without limitation, those
        described in Schedule 1.1(e)hereto, (the "Equipment");

(f)          all books and records of JMS,
        including, without limitation, all purchasing accounting, sales, export,
        import, manufacturing, marketing, shipping, agent and distributor
        records, all marketing studies, customer lists, customer files, art
        work, supplier files, sales agent and manufacturers' representatives
        files, credit files, credit data, appraisals, valuations, and consulting
        studies and all other records and reports relating to the assets
        purchased and the liabilities assumed by Buyer, all printed and other
        advertising, sales and promotional materials, and catalogues and
        supplies, all general ledgers, books of accounts, financial statements
        and banking records, and all computer programs, computer software,
        computer manuals, flowcharts, printouts, data files, program
        documentation and all other related materials of JMS and all copies of
        each thereof in whatever form each of the foregoing may exist, including
        computer files and related documentation; provided that JMS may retain a
        copy of all tax returns and tax records;

(g)          all interests of JMS under the
        leases, employee noncompetition agreements and other contracts described
        in Schedule 3.1(a) hereto, subject to Buyer crediting JMS with any
        prepaid rent, taxes and similar prepaid items, prorated to the Effective
        Time;

(h)          any insurance proceeds paid
        after the Effective Time or payable to JMS pursuant to any contract of
        insurance as a result of damage to or loss of any of the assets owned or
        operated by JMS that are to be, or in the absence or loss would
        otherwise have been, sold to Buyer hereunder, or damage or loss with
        respect to or interruption of

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the operation of The Acquired Business,
        the purpose of this provision being to assure that Buyer receives the
        insurance proceeds otherwise payable to JMS intended to make JMS whole
        on account of any damage or loss to the assets that are purchased by
        Buyer or damage or loss to or interruption of the operations of The
        Acquired Business subsequent to the Effective Time;

(i)          all deposits, prepaid
        advertising, including, without limitation, prepaid catalogues,
        brochures, photographs and advertising, and other prepaid items and
        deferred charges related to The Acquired Business, including, but not
        limited to, those described in Schedule 1.1(i) hereto;

(j)          all accounts receivable of JMS
        existing on the Closing Date and the proceeds of any thereof, including,
        but not limited to, those listed in Schedule 1.1(j);

(k)          all stationery and other
        imprinted material and office supplies, business records (or copies
        thereof), the right to receive mail and other communications and
        shipments of merchandise addressed to JMS, and the rights to telephone
        numbers relating to The Acquired Business.

    
Said assets,
    properties, interests and business of JMS to be so sold, conveyed,
    transferred, assigned, set over and delivered to Buyer on the Closing Date
    are herein sometimes collectively called the "Purchased Assets".
    For purposes of this Agreement, the term, "current inventories" as
    used in subsection (d) above shall include only items which are saleable or
    are to be incorporated into a saleable product.


Section
1.2.          Retained
      Assets.

    
JMS shall on the
    Closing Date retain the following assets used in the conduct of its business
    (hereinafter referred to as the "Retained Assets"):


(a)          its corporate seal, minute books
        and stock record books;

(b)          cash on hand and in banks at the
        Effective Time except those proceeds of insurance policies insuring the
        Purchased Assets against damage or loss described in clause (h) of
        Section 1.1 hereof;

(c)          any tax refunds relating to
        transactions prior to the Effective Time and contract rights arising in
        connection with obligations or liabilities not assumed by Buyer;

(d)          any refund of insurance premiums
        or dividends with respect to an insurance policy pertaining to any
        policy year ending on or before the Effective Time or any policy year
        including the Effective Time (any such premium refund or dividend
        relating to a policy year containing the Effective Time being prorated
        so that JMS shall retain that portion of the premium refund or dividend
        pertaining to the portion of such policy year up to the Effective Time);
        and

(e)          JMS’ rights and obligations
        under the Government Contracts (as hereinafter defined) but only to the
        extent the United States Government does not consent to the transfer of
        said Government Contracts as contemplated in Section 6.9 herein.

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  ARTICLE 2

  PURCHASE
  PRICE OF THE PURCHASED ASSETS






  Section
  2.1          Purchase
  Price.          (a) The purchase
  price of the Purchased Assets shall be an amount equal to [Two Million Five
  Hundred Fifty-Seven Thousand Fifteen Dollars ($2,557,015)] (the "Interim
  Purchase Price"), reduced by the amount, if any, of the Post-Closing
  Adjustment (as defined below) (the Interim Purchase Price as adjusted by the
  Post-Closing Adjustment being referred to as the "Final Purchase
  Price"). The Interim Purchase Price was determined based on the balance
  sheet of JMS as of October 31, 2001, a copy of which is set forth as Schedule
  2.1 hereto (the "Interim Balance Sheet").


  (b) Not later than
  forty-five (45) days after the Closing Date, Buyer will prepare a balance
  sheet of the Acquired Business as of the Closing Date prepared in accordance
  with generally accepted accounting principles as consistently applied by JMS
  (the "Closing Balance Sheet"). The Interim Purchase Price shall be
  reduced by the amount, if any, that the value of the Net Assets (as defined
  below) reflected on the Closing Balance Sheet are less than the Net Assets
  reflected on the Interim Balance Sheet (such amount being referred to as the
  "Post-Closing Adjustment"). For the purposes of this Agreement,
  "Net Assets" shall mean the Purchased Assets less the Assumed
  Liabilities (as defined in Section 3.1 below).






 ARTICLE 3

PAYMENT
  OF THE PURCHASE PRICE AND

  
ASSUMPTION
  OF CERTAIN LIABILITIES


    

  
Section
  3.1.          Assumption
    of Certain Liabilities.     At the closing on the
  Closing Date, Buyer shall not be obligated to assume, and shall not assume,
  any of the liabilities and obligations of JMS whether existing as of the
  Effective Time or asserted after the Effective Time and relating to events
  that occurred before the Effective Time, or otherwise, except Buyer shall
  assume and agrees to pay, perform and discharge, as additional consideration
  for the Purchased Assets, the following liabilities and obligations of JMS as
  of the Effective Time (the "Assumed Liabilities"), which shall be
  assumed by Buyer on the Closing Date as of the Effective Time:

(a)          the future obligations of JMS as
      of the Effective Time under the contracts described in Schedule 3.1(a)
      hereto;

(b)          the outstanding accounts payable
      of JMS relating to The Acquired Business, entered in the ordinary course
      of business, as of the close of business on the date immediately prior to
      the Closing Date, as listed in Schedule 3.1(b) hereto (as the same may be
      updated immediately prior to the Closing Date);

(c)         the obligations of JMS to fill
      sales orders for finished goods with respect to The Acquired Business
      entered into in the ordinary course of business, provided, that all
      consideration for such sales shall belong to Buyer, each such individual
      obligation of JMS to fill sales orders for finished goods having an
      aggregate sales price in excess of $5,000 as of the close of business on
      November 15, 2001, being listed in Schedule 3.1(c) hereto (as the same may
      be updated immediately prior to the Closing Date);

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(d)          present and future warranty claims
      that are reserved for on the Closing Balance Sheet, calculated in a manner
      consistent with the past practices of The Acquired Business; and

(e)          those other obligations and
      liabilities of JMS that are specified in Schedule 3.1(e) hereto.
  
Section
  3.2.          Excluded
    Liabilities.     Buyer will not assume
  and does not agree to pay, perform or discharge the following ("Excluded
  Liabilities"):


(a)          any obligations and liabilities of
      JMS or Parent other than the Assumed Liabilities, regardless of when such
      liability arises; and

(b)          any liabilities related to the
      Retained Assets.


  
JMS and Parent will
  pay, perform or discharge (i) all liabilities of JMS other than the Assumed
  Liabilities, regardless of when such liabilities arise, and (ii) all
  liabilities related to the Retained Assets, as and when such liabilities and
  obligations become due.

Section
3.3.          Payment
    of Purchase Price.       On the Closing Date, Buyer shall
      pay to JMS by delivery of immediately available funds by wire transfer to
      an account designated by JMS an amount (the "Closing Payment")
      equal to the Interim Purchase Price less $100,000 (the "Reserve
      Amount").


  
(b)          If the Final
  Purchase Price exceeds the amount of the Closing Payment, Buyer shall remit to
  JMS an amount equal to the Final Purchase Price less the Closing Payment
  ninety (90) days after the Closing Date. If the amount of the Closing Payment
  exceeds the Final Purchase Price, JMS shall remit to Buyer an amount equal to
  the Closing Payment less the Final Purchase Price five (5) business days after
  JMS receives from Buyer the Closing Balance Sheet.

  Section
  3.4.          Assignment
    of Contract Rights.     In connection with
  the sale and transfer of the Purchased Assets and on the terms and subject to
  the conditions herein expressed, JMS will assign, or cause to be assigned, to
  Buyer all of JMS’ rights, title and interest in and to all contracts, leases
  and other agreements to be assumed by Buyer hereunder, and all guaranties,
  warranties and service contracts relating to the Purchased Assets.



  Section
  3.5.          Execution
    of Assignment and Assumption Agreement.     In connection with
  the sale and transfer of the Purchased Assets and the assumption of the
  liabilities to be assumed by Buyer pursuant to Section 3.1 of this
  Agreement, JMS and Buyer shall as of the closing execute and deliver an
  Assignment and Assumption Agreement (the "Assignment and Assumption
  Agreement") for each contract set forth in Schedule 3.1(a) hereto.

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  ARTICLE 4

  
  THE
  CLOSING




  Section
  4.1.          The
    Closing.     The closing shall
  take place at the offices of Bradley Arant Rose & White LLP located at
  2001 Park Place, Suite 1400, in Birmingham, Alabama on the first business day
  following the date upon which all of the conditions to Closing set forth
  herein have been satisfied or waived, or at such other time and place as the
  parties may agree upon in writing.



  Section
  4.2.          Closing
    Date; Effective Time.     For purposes of this
  Agreement, the term "Closing Date" shall mean the date on which the
  closing shall occur. For purposes of this Agreement, the term "Effective
  Time" shall mean the start of business on the Closing Date.

  
  ARTICLE 5

  DELIVERIES
    AT THE CLOSING


    
  
Section
  5.1.          Deliveries
    By JMS and Parent.     At the closing on the
  Closing Date, effective as of the Effective Time, JMS and Parent shall deliver
  to Buyer, in addition to all other items specified elsewhere in this
  Agreement, the following:

(a)          the Purchased Assets free and
      clear of all mortgages, pledges, liens, encumbrances or charges of any
      kind (except as otherwise disclosed herein or in any schedule hereto);

(b)          such instruments of sale,
      conveyance, transfer, assignment, endorsement, direction or authorization
      as will be sufficient or requisite, in the reasonable opinion of Buyer and
      its counsel, to vest in Buyer, its successors and assigns, all right,
      title and interest (which title and interest shall be good and marketable
      except to the extent disclosed herein or in any schedule hereto), in and
      to the Purchased Assets, including, without limitation, the Assignment and
      Assumption Agreement, the Bill of Sale, the Assignment of Intellectual
      Property, the Assignment of Lease Agreement, the Assignment of Government
      Contracts, the Assignment of Corporate Name, and the Internet Domain Name
      Transfer Agreement.

(c)          the legal opinion referred to in
      Article 12 hereof;

(d)          such assignments, and consents
      thereto, if any, of the various franchises, leases, contracts and
      commitments to be assumed by Buyer pursuant to Section 3.1 hereof as will
      be sufficient or requisite, in the reasonable opinion of Buyer and its
      counsel, to vest in Buyer all of JMS’ rights, powers and privileges
      thereunder;

(e)          a written consent from SouthTrust
      Bank releasing its lien on the Purchased Assets together with forms UCC-3
      from all parties with liens on the Purchased Assets evidencing the release
      of their respective liens;

(f)          Articles of Amendment to the
      respective Articles of Incorporation of JMS, J. M. Stewart Industries,
      Inc. and J.M. Stewart Manufacturing, Inc. changing their respective
      corporate names to names that do not include the phrase "J.M.
      Stewart," all of such Articles of Amendment to be duly authorized and
      executed and ready for filing with the Florida Secretary of State’s
      office; and

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(g)          Schedules 1.1(j), 3.1(b), 3.1(c)
      and 3.1(e), updated to a date as close as possible to the Closing Date.

  Section
  5.2.          Deliveries
  by Buyer.     At the closing on the
  Closing Date, Buyer shall deliver to JMS the following:

(a)          documents (including, without
      limitation, the Assignment and Assumption Agreement referred to in
      Section 3.5 hereof) evidencing the assumption by Buyer of the
      liabilities and franchises, agreements, leases, contracts and commitments
      of JMS to be assumed by Buyer pursuant to Section 3.1 hereof; and

(b)          The Closing Payment in accordance
      with the provisions of Section 3.3 hereof.
  
  
ARTICLE 6

  POST-CLOSING
  COVENANTS OF JMS

  
  
  AND
  PARENT

  
  JMS and Parent,
  jointly and severally, covenant and agree as follows:



      Section
      6.1.          Change
      of Names.     (a) At the
      closing on the Closing Date, JMS and Parent shall deliver to Buyer
      Articles of Amendment to the respective Articles of Incorporation of JMS,
      J.M. Stewart Industries, Inc., and J.M. Stewart Manufacturing, Inc.
      changing their respective corporate names to names that do not include the
      phrase "J. M. Stewart", all of such Articles of Amendment to be
      duly authorized and executed and ready for filing with the office of the
      Florida Secretary of State.


      (b)          Within five
      (5) business days following the Closing Date, JMS and Parent shall have
      filed all requisite documents in all states in which JMS, J.M. Stewart
      Industries, Inc. and J.M. Stewart Manufacturing, Inc. have registered to
      transact intrastate business notifying such states of their respective
      changes of corporate names. Thereafter, JMS and Parent will cooperate with
      Buyer in making such corporate names available to Buyer in each state in
      which JMS transacts, or has transacted, business, and JMS and Parent shall
      cease to use the name "J.M. Stewart Corporation" and all
      derivations thereof, including without limitation "J.M. Stewart
      Manufacturing" and "J.M. Stewart Industries".

      Section
      6.2.         Non-Solicitation
        and Non-Competition.      (a) For a period
      of five (5) years from and after the Closing Date, neither JMS nor Parent
      shall, directly or indirectly, (i) make known to any other person, firm,
      corporation or entity the names, addresses or any other information of any
      of The Acquired Business’ customers, employees, or vendors, nor will JMS
      or Parent, directly or indirectly, solicit, seek business from or contract
      with any firm, person, sole proprietorship, partnership, corporation or
      other entity which, at any time during the five (5) years preceding the
      Closing Date, was a customer, employee or vendor of The Acquired Business,
      or which had or planned to have a business relationship with The Acquired
      Business; or (ii) own, manage, operate, join, control, invest in or
      participate in or be employed by or give consultation or advice to or
      extend credit to or otherwise be connected in any manner, directly or
      indirectly, with any firm, person, corporation or enterprise which would
      be competitive with The


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      Acquired Business in any area of Canada, South
      America and the United States of America in which The Acquired Business is
      conducted by JMS or Parent immediately prior to the Effective Time or in
      which the products related to The Acquired Business are or have been sold.
      With respect to clause (ii) above, nothing herein shall prohibit JMS or
      Parent from acquiring and holding not more than five percent (5%) of any
      outstanding class of securities of any company whose shares are publicly
      traded on any exchange or in any established over-the-counter market, or
      from continuing to operate the businesses of Don Bell Industries, Inc. and
      Lockwood Sign Group, Inc. in the manner in which they have been operated
      prior to the Effective Time, provided that the operation of said
      businesses do not in any way violate the provisions of clause (i) above.
      JMS and Parent expressly agree that this Agreement is a partial restraint
      on its business and activities and contains reasonable limitations as to
      time, geographical area and scope of activity to be restricted that do not
      impose a greater restraint than is necessary to protect the goodwill and
      business interests of The Acquired Business and Buyer.


      (b)          The period
      during which the agreement contained in subparagraph (a) hereof shall
      apply shall be extended by one day for each day in which Buyer establishes
      one or more violations by JMS or Parent of any provision of such
      agreement, and Buyer shall be entitled to an injunction restraining JMS
      and Parent from further violations for a period of five (5) years from the
      date of the final decree less only such number of days subsequent to the
      date hereof as JMS and Parent have not violated such agreement. The burden
      shall be on JMS and Parent to establish the number of days, following the
      first established violation, on which violations have not occurred. The
      purpose of this provision is to prevent JMS and Parent from profiting from
      their own wrongs if JMS or Parent violates the agreement contained in
      subparagraph (a) hereof.


      (c)          JMS and
      Parent acknowledge and recognize that a violation of this Section 6.2 by
      JMS or Parent may cause irreparable and substantial damage and harm to
      Buyer, could constitute a failure of consideration, and that money damages
      will not provide a full remedy for Buyer for such violations. JMS and
      Parent agree that in the event of a breach of this Section 6.2, Buyer will
      be entitled, if it so elects, to institute and prosecute proceedings at
      law or in equity, to enforce the specific performance of this Section 6.2
      by JMS and Parent, and to enjoin JMS and Parent from engaging in any
      activity in violation hereof. JMS and Parent hereby consent to service of
      process, in personam jurisdiction, subject matter jurisdiction and venue
      in the Circuit Court of Shelby County, Alabama and in the United States
      District Court for the Northern District of Alabama. JMS and Parent
      further recognize that any material breach of any covenant, representation
      or warranty herein will authorize Buyer to withhold any payments to be
      made pursuant to this Agreement in accordance with Section 10.5.

      Section
      6.3.          Further
      Assurances.     Upon the
      reasonable request of Buyer at any time and from time to time after the
      Closing Date, JMS and Parent will forthwith execute and deliver such
      further instruments of assignment, transfer, conveyance, endorsement,
      direction or authorization and do all things necessary or proper, as Buyer
      or its counsel may reasonably request, in order to vest, perfect or
      confirm, of record or otherwise, the right, title and interest of Buyer,
      its successors and assigns, in and to the Purchased Assets and the
      assignment to, and assumption by Buyer of the franchises, agreements,
      leases, contracts and commitments to be assigned to, and assumed by, Buyer
      pursuant to this Agreement or otherwise to carry out the purpose of this
      Agreement.

8



 

      Section
      6.4.         Confidentiality.      JMS and Parent
      agree that, after the Closing Date, each of them will treat as
      confidential and will not use or disclose to others or permit any
      affiliate of JMS to use or disclose to others, any trade secrets or other
      confidential information concerning the Purchased Assets, or The Acquired
      Business theretofore conducted by JMS, or concerning Buyer, or the
      business, operations or affairs thereof, until such information becomes
      publicly known through no fault of JMS or Parent, except in connection
      with the enforcement of their rights under this Agreement or as otherwise
      required by law or legal process or for a legitimate business purpose. JMS
      and Parent acknowledge that such confidential information shall include,
      but not be limited to, the identities of suppliers and business contacts
      of JMS, that such confidential information is important to The Acquired
      Business, that the value of the Purchased Assets derives in part from this
      confidential information possessed by JMS and Parent, and, if any of them
      breaches this Agreement, then Buyer will be deprived of the benefit of its
      bargain.

      Section
      6.5.          Availability
        of Employees.     JMS will, after
      the Closing Date, cooperate fully in providing to Buyer or its designees
      information necessary to prosecute or defend any third-party litigation
      relating to operation of The Acquired Business acquired by Buyer and will
      use its best efforts to provide and make available the services of
      employees and agents of JMS to participate in the preparation and
      prosecution or defense of such litigation, all at no charge to Buyer other
      than direct reasonable out-of-pocket expenses, which shall be charged to
      Buyer.

      Section
      6.6.          Allocation
        of Purchase Price.     Within forty-five
      (45) days following the Closing Date, JMS and Buyer shall agree upon the
      manner in which the Purchase Price shall be allocated among the Purchased
      Assets. Such allocation shall be made in accordance with Section 1060 of
      the Internal Revenue Code of 1986, as amended (the "Code"), and,
      to the extent required by the Code, JMS and Buyer shall file Form 8594,
      Asset Acquisition Statement Under Section 1060, with their respective tax
      returns for the taxable year that includes the Closing Date. If the
      parties are required by the Code to file Form 8495, JMS and Buyer shall
      file said Form 8495 in a manner consistent with the allocation of the
      Purchase Price as agreed to by said parties in accordance with this
      Section 6.6.

      Section
      6.7.          Accounts
        Receivable.     Ninety (90) days
      following the Closing Date, JMS and Parent shall repurchase from Buyer any
      uncollected accounts receivable that were on the books of JMS as of the
      Effective Time, as listed on Schedule 1.1(j), to the extent the amount of
      such uncollected accounts receivable exceeds the amount reserved for
      uncollected accounts receivable in the Closing Balance Sheet. Buyer shall
      have the right to offset any amounts owed to it under this Section 6.7
      against any payments otherwise owed to JMS or Parent by Buyer in
      accordance with Section 10.5 hereof.

      Section
      6.8.        Government Contracts.
           (a)  JMS, Parent and
      Buyer acknowledge that it will not be possible to effect an assignment
      prior to the Closing Date of that certain Contract for Commercial Items
      between the General Services Administration and JMS, signed February 3,
      1999, and that certain Nonappropriated Fund Purchase Agreement between the
      Air Force Nonappropriated Fund Purchasing Office and JMS, dated September
      23, 1997 (collectively, the "Government Contracts"). JMS, Parent
      and Buyer agree that following the Effective Time, each of them shall take
      all necessary steps to obtain the consent of the United States Government
      to the transfer of the Government Contracts from JMS to Buyer, including
      but not limited to seeking novation in accordance with applicable statutes
      and regulations,


9



 

      including 48 C.F.R. § ("FAR") 42.1204
      and/or as the respective contracting officer or other representative of
      the United States Government may request. If so requested by Buyer, JMS
      shall present as soon as practicable after the Closing Date, completed
      copies of the Novation Agreement prescribed at FAR 42.1204(e) executed by
      JMS and all documentation (including balance sheets) required of JMS or
      Parent either under FAR 42.1204(c) and/or as the respective contracting
      officer or other representative of the United States Government may
      request, which documentation will be complete in all material respects.
      JMS and Parent shall cooperate with Buyer as reasonably requested to
      obtain the consent of the United States Government to the transfer of the
      Government Contracts, including the execution of all necessary documents
      as requested by Buyer. JMS and Parent shall cooperate with Buyer in every
      manner required to cause continued satisfactory performance of the
      Government Contracts during the period prior to the Closing Date. JMS and
      Parent will direct the United States Government to make payments with
      respect to the Government Contracts directly into an account specified by
      Buyer. Any payments otherwise received by JMS or Parent from the United
      States Government with respect to the Government Contracts on or after the
      Closing Date shall be endorsed and delivered to Buyer for deposit, and not
      deposited by JMS or Parent.


      (b)          While the
      request for consent is pending or in the event that the United States
      Government declines to novate or otherwise consent to the transfer of any
      of the Government Contracts to Buyer, then JMS shall continue to perform
      all such Government Contracts in accordance with their terms and until
      performance is complete. Buyer shall provide to JMS, at no cost to JMS,
      any and all Purchased Assets, labor, management personnel, support
      systems, inventory, supplies and all other things reasonably necessary and
      shall cooperate in every manner required to complete contract performance,
      all at the direction of JMS and Parent. JMS and Parent shall use their
      best efforts to maintain satisfactory performance of the Government
      Contracts. Each of the Government Contracts shall be performed for the
      economic benefit of the Buyer. Neither JMS nor Parent shall retain any
      paid on such contracts on or after the Closing Date, but shall promptly
      and immediately render to Buyer all proceeds from and after the Closing
      date. Parent agrees that it shall not cause JMS to be dissolved during any
      period in which JMS is performing the Government Contracts.



  Section
  6.9.          Enforcement of Noncompetition
        Agreements.     To the extent that
  Buyer is prohibited from exercising the rights of JMS pursuant to those
  certain noncompetition agreements with those employees of JMS set forth on
  Schedule 12.7(a) that JMS is assigning to Buyer pursuant to this Agreement
  (the "JMS Noncompetition Agreements") and at the written request and
  expense of Buyer, JMS will enforce the JMS Noncompetition Agreements after the
  Closing Date for the benefit of Buyer.

  
  ARTICLE 7

  
  COVENANTS
  OF BUYER


    
  




  Section
  7.1.          Access
    to Records.     Buyer agrees, for a
  period of five (5) years after the Closing Date, to preserve and protect, or,
  in the event Buyer wishes to destroy or discard such items, offer to surrender
  to JMS, all books and records of JMS delivered to Buyer pursuant to this
  Agreement, and Buyer's books and records maintained for eighteen months after
  the closing relating to delivery of products to customers for the purpose of
  identifying whether JMS or Buyer is responsible for claims for loss or injury
  relating to the sale of products of The Acquired Business, and to afford, at
  JMS’ expense and subject to Section 6.4 hereof,

10



 

  to the officers, employees
  and authorized representatives of JMS, reasonably free and full access for
  legitimate business purposes during normal business hours to such books and
  records; and, Buyer further agrees that such officers, employees and
  authorized representatives of JMS shall be free during such period, subject to
  Section 6.4 hereof, to make copies of and to take notes from such books and
  records at JMS’ expense.

  Section
  7.2.          Availability
    of Employees and Facilities.     Buyer will, after the
  Closing Date, cooperate fully in providing to JMS or its designees information
  necessary to prosecute or defend any third-party litigation relating to the
  business of JMS and will use its best efforts to provide and make available
  the services of employees and agents of Buyer to participate in the
  preparation and prosecution or defense of such litigation, all at no charge to
  JMS other than direct reasonable out-of-pocket expenses, which shall be
  charged to JMS.



  Section
  7.3.          Accounts
    Receivable.     Buyer agrees that it
  will assign to JMS and Parent any and all rights to collect those accounts
  receivable that are repurchased by JMS and Parent pursuant to Section 6.7. If
  Buyer collects any payments on such accounts receivable after the accounts
  receivable have been repurchased, Buyer shall remit such payment to JMS and
  Parent.

  
  ARTICLE 8

  REPRESENTATIONS
  AND

  
  
  WARRANTIES
  OF JMS AND PARENT

  

  JMS and Parent,
  jointly and severally, warrant and represent to and covenant with Buyer and
  its successors and assigns (which warranties, representations and covenants
  together with the other warranties, representations and covenants of JMS and
  Parent set forth in this Agreement or contained in any schedule hereto, or in
  any certificate or other document required to be delivered to Buyer by JMS and
  Parent pursuant to this Agreement, shall, except as otherwise expressly
  provided herein, survive the closing hereof) as follows:



Section
8.1.          Organization,
        etc.     JMS is a
      corporation, duly organized, validly existing and in good standing under
      the laws of Florida and has the corporate power and all material licenses,
      permits, authorizations and approvals (governmental, corporate or
      otherwise) necessary to own and operate its properties and to carry on The
      Acquired Business as it is now being conducted. JMS is qualified to
      transact business as a foreign corporation in each jurisdiction in which
      the nature of the property owned, used or operated by JMS, or the nature
      of the activities conducted by JMS requires such qualification, each of
      which is listed on Schedule 8.1.

 
      Section
      8.2.         Real
        Estate.      Neither JMS or
      Parent, or any affiliate thereof, has any interest as owner in any real
      estate used in The Acquired Business.

      Section
      8.3.         Joint
        Venture, etc.      Except as set
      forth on Schedule 8.3 hereto, on the date hereof, neither JMS nor its
      shareholders, directors or officers own, nor on the Closing Date will own,
      any interest in any partnership, joint venture or other entity engaged in
      any business competitive with The Acquired Business, other than a less
      than 5% interest in publicly held entities.

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      Section
      8.4.         Conflict
        of Interest.      Except as set
      forth on Schedule 8.4 hereto, no affiliate of JMS or Parent, no
      shareholder or officer or director or employee of JMS or Parent, nor any
      spouse or child of any of them, directly or indirectly


(a)          has any interest in (i) any
          entity which does business with JMS or (ii) any property, asset or
          right which is used by JMS in the conduct of The Acquired Business, or

(b)          has any contractual
          relationship with JMS respecting The Acquired Business.


      
There are no
      loans outstanding to or from any of such persons from or to JMS except (y)
      reasonable officer expense accounts and (z) as set forth in Schedule 8.4
      hereto.

      Section
      8.5.         Good
        Title, etc.      JMS has good and
      marketable title to all of the Purchased Assets, subject to no mortgages,
      pledges, liens, encumbrances or other charges of any kind, except as set
      forth in Schedule 8.5 hereto.

      Section
      8.6.          No
        Litigation.     There is no
      litigation at law or in equity, no arbitration proceeding and no
      proceeding before any commission or other administrative or regulatory
      authority pending, or to the knowledge of JMS or Parent threatened,
      against or affecting the Purchased Assets or The Acquired Business or JMS’
      right to carry on such businesses as conducted on the date hereof, except
      as set forth in Schedule 8.6. JMS is not in default with respect to any
      order, writ, injunction or decree of any federal, state, local or foreign
      court, department, agency or instrumentality. Except as set forth in
      Schedule 8.6, JMS is not presently engaged in any legal action to recover
      monies due to it or damages sustained by it.

      Section
      8.7.         No
        Adverse Change.      Except as
      otherwise disclosed in this Agreement or in Schedule 8.7, since June 30,
      2001, there has been no material adverse change in the financial
      condition, assets, liabilities, business (including relations with
      employees, dealers, distributors, entities with which JMS has joint
      marketing or endorsement relationships, government contracting officers,
      suppliers and customers) or property of JMS, the prospects of The Acquired
      Business or the Purchased Assets, and neither JMS nor Parent has any
      knowledge of any information not known to the public on the basis of which
      JMS or Parent would conclude that any such material adverse change may
      likely be expected to occur in the reasonably foreseeable future.

      Section
      8.8.          Contracts
        and Commitments.          Except as set
      forth in Schedule 8.8, Schedules 3.1(a), 3.1(b), 3.1(c) and 3.1(e)
      together contain a true and complete list and brief description of all
      written contracts, agreements and other instruments made other than in the
      ordinary course of business to which JMS is a party at the date hereof, or
      made in the ordinary course of business and referred to in clauses (a)
      through (j) of this Section 8.8. Except as shown in said Schedules 3.1(a),
      3.1(b), 3.1(c), 3.1(e) and 8.8, JMS is not a party to any written or oral


(a)          distributor, sales,
          advertising, agency, manufacturer's representative, joint marketing
          and endorsement agreements, or similar contract,

(b)          contract or collective
          bargaining agreement with or commitment to any labor union,

12



 

(c)          contract continuing over a
          period of more than six months from the date hereof for the future
          purchase of material, supplies, equipment or services involving more
          than $10,000 or for a quantity in excess of normal operating
          requirements,

(d)          contract continuing over a
          period of more than six months from the date hereof for the future
          sale of products or the performance of services by JMS,

(e)          profit-sharing, bonus, stock
          option, pension, retirement, stock purchase, hospitalization,
          insurance or similar plan or agreement, formal or informal, providing
          benefits to any current or former director, officer, employee or
          shareholder,

(f)          indenture, mortgage,
          promissory note, loan agreement or other agreement or commitment for
          the borrowing of money or for a line of credit,

(g)         contract or commitment of any
          other nature with any current or former director, officer, employee or
          shareholder,

(h)         contract or commitment for
          capital expenditures,

(i)          agreement or arrangement for
          the sale of any of its assets, property or rights other than in the
          ordinary course of its business or requiring the consent of any party
          to the transfer and assignment of such assets, property, and rights,
          or

(j)          guaranty of the obligations of
          third parties, other than the endorsement in the ordinary course of
          business of negotiable instruments for deposit or collection.


      
JMS has performed
      all the obligations required to be performed by it to date and is not in
      default or alleged to be in material default in any respect under any
      agreement, lease or contract to which it is a party, and there exists no
      event, condition or occurrence which, after notice or lapse of time, or
      both, would constitute such a default by it of any of the foregoing. JMS
      has furnished or made available to Buyer true and correct copies of all
      documents described in said Schedules 3.1(a), 3.1(b), 3.1(c), 3.1(e) and
      8.8 (collectively the "Contracts") and there have been no
      modifications, amendments or terminations thereof not reflected in such
      copies. None of the Contracts are materially unprofitable to JMS. JMS has
      no present expectation or intention of not fully performing or inability
      to perform, its obligations under any Contract, and neither JMS nor Parent
      has any knowledge of any breach or anticipated breach by any other party
      to any Contract. With respect to those Contracts listed in Section 8.8(a)
      which by their written terms have expired, JMS and the relevant parties
      have continued to operate in accordance with the terms of the written
      agreements notwithstanding their expiration. JMS has not received notice
      of the intent of any party to any of the Contracts to cancel or
      discontinue performance under any of the Contracts.

      Section
      8.9.         Copyrights,
        Trademarks, etc.      Except as
      identified on Schedule 8.9, no licenses, sublicenses, covenants or
      agreements have been granted or entered into by JMS or Parent in respect
      of any copyrights, trademarks, service marks, trade names, brand names,
      patents or trade secrets, used or usable in The Acquired Business. There
      are no copyrights, trademarks, service marks, trade names, brand names,
      patents or trade secrets that are not being sold to Buyer and without
      which the Business could not be conducted as presently conducted. Neither
      JMS nor Parent have been advised of any claim of infringement of any such
      copyright,

13



 

      proprietary right, trademark, service mark, trade name, brand
      name, patent or trade secret. After the Closing Date, JMS and Parent will
      not use or otherwise infringe upon any of the names used in The Acquired
      Business, including without limitation the name "J.M. Stewart
      Corporation" or any derivative or alteration thereof, which shall be
      sold, assigned and transferred to Buyer pursuant to this Agreement.


Section
8.10.          Financial
        Statements.

(a)          JMS has heretofore delivered
          to Buyer the balance sheet of JMS as of June 30, 2001 (such balance
          sheet being sometimes referred to as the "Base Balance
          Sheet" and such date being sometimes referred to as the
          "Base Balance Sheet Date"). JMS has also heretofore
          delivered to Buyer the Interim Balance Sheet. Except as set forth in
          Schedule 8.10 hereto, the Base Balance Sheet and Interim Balance Sheet
          have been prepared in accordance with generally accepted accounting
          principles consistently applied and present fairly the financial
          position of JMS as of the Base Balance Sheet Date and the date of the
          Interim Balance Sheet, respectively. The reserve amount established
          for losses with respect to warranties and the liability amount
          established for accounts payable are adequate to provide for (i)
          losses relating to warranty claims and (ii) amounts owing pursuant to
          accounts payable.

(b)          JMS has not used any improper
          accounting practice for the purpose of incorrectly reflecting on its
          financial statements or in its books of account, or for the purpose of
          not reflecting on such financial statements or in its books of
          account, any of its assets, liabilities, revenues or expenses.

(c)          The books of account, cost
          reports, sales reports and other financial data of JMS have been
          maintained and prepared in accordance with its normal practices,
          consistently applied.
      
Section
      8.11.         No
        Undisclosed Liabilities.      As of the date
      hereof, JMS has no liability of any nature, whether accrued, absolute,
      contingent or otherwise, relating to The Acquired Business not disclosed
      in this Agreement or any certificate, schedule or other instrument or list
      or information required to be furnished by JMS pursuant to this Agreement.




 
      Section
      8.12 .        Tax
        Matters.     For all periods
      prior to the date of this Agreement, except as set forth in Schedule 8.12.


(a)          all Federal, state, local and
          foreign tax returns and tax reports required to be filed by JMS and
          Parent have been timely filed with the appropriate governmental
          agencies in all jurisdictions in which such returns and reports are
          required to be filed and all of the foregoing are true, correct and
          complete;

(b)          all Federal, state, local and
          foreign income, profits, franchise, sales, use, occupation, property,
          excise, highway use and other taxes (including interest and penalties)
          due from JMS and Parent have been fully paid or adequate provisions
          made therefor;

(c)          no issues have been raised or
          proposed by any governmental tax authority with respect to any filed
          tax return of JMS or Parent, nor has any claim ever been made by an
          authority in a jurisdiction where JMS does not file tax returns that
          it is or may be subject to taxation by that jurisdiction; and

14



 

(d)          there are no liens, judgments
          or security interests on any of the Purchased Assets that arose in
          connection with any failure (or alleged failure) to pay any tax.
      
Section
      8.13.          Employee
        Taxes, etc.     With respect to
      The Acquired Business of JMS and except as set forth in Schedule 8.13:


(a)          proper and accurate amounts
          have been withheld by JMS from its employees for all periods prior to
          the Effective Time in compliance with the tax withholding provisions
          of applicable Federal, foreign, state and local laws;

(b)          proper and accurate Federal,
          foreign, state and local returns have been filed by JMS for all
          periods for which returns were due with respect to employee income tax
          withholding, social security and unemployment taxes, and the amounts
          shown thereon to be due and payable have been paid in full or adequate
          provisions therefor; and

(d)          hours worked by and payments
          made to the respective employees of JMS have not been in violation of
          the Fair Labor Standards Act or any applicable laws of the United
          States, any state or other jurisdiction dealing with such matters.
      
Section
      8.14.          Insurance.     With respect to
      The Acquired Business, JMS or Parent has in force all policies of
      insurance described in Schedule 8.14 insuring it which policies JMS
      believes provide adequate insurance with respect to all risks normally
      insured against by companies similarly situated, and it will have in force
      on the Closing Date policies of insurance of the same character and
      coverage as those so described in Schedule 8.14. JMS will promptly notify
      Buyer in writing of any changes in such insurance coverage occurring prior
      to the closing.

      Section
      8.15.         Ownership
        of Essential Assets; Presence of Essential Assets.      There is no
      material asset used by JMS in the conduct of The Acquired Business or
      without which The Acquired Business could not be conducted as presently
      conducted, which is not either owned by JMS or leased to JMS under any of
      the leases listed in Schedule 3.1(a), except as otherwise disclosed in
      this Agreement, and all such assets owned or used by JMS are encompassed
      within the Purchased Assets and are, on the date hereof, in good operating
      condition and repair, ordinary wear and tear excepted. On the Closing
      Date, effective as of the Effective Time, JMS will deliver to Buyer all of
      the Purchased Assets.

      Section
      8.16.          No
        Violation.     The execution and
      delivery of this Agreement and the consummation of the transactions
      contemplated hereby do not and will not except as described in Schedule
      8.16 hereto, or otherwise disclosed in this Agreement


(a)          violate, conflict with or
          result in a breach of or default under any of the terms, provisions or
          conditions of the articles of incorporation or bylaws of JMS or any
          statute, regulation or court or administrative order or process, or
          any agreement or instrument to which JMS is a party or by which it or
          any of its properties or assets, is bound;

(b)          result in the creation of any
          lien, charge or encumbrance upon any of the Purchased Assets under any
          of the foregoing;

(c)          terminate, delay or give any
          party thereto the right to terminate, delay, amend, abandon, or refuse
          to perform any provision of any agreement or instrument to which

15



 

JMS
          is a party;

(d)          accelerate or give any party
          thereto the right to accelerate or modify the time within which, or
          the terms under which, JMS is to perform any agreement or instrument;
          or

(e)          require the consent of any
          other person or entity to the transfer or assignment to Buyer, or the
          purchase or assumption by Buyer, pursuant to this Agreement of the
          properties, franchises, licenses, contracts, or other rights or
          commitments of JMS.
      
Section
      8.17.            Certain
        Governmental Regulations.      (a) Except as
      described in Schedule 8.17 hereto or otherwise disclosed in this
      Agreement, The Acquired Business of JMS has not been conducted in
      violation of any statute, law, ordinance or regulation of any governmental
      entity affecting The Acquired Business with respect to health and safety
      in plants and environmental and pollution control, including the
      disposition of hazardous or toxic waste materials. JMS has not received
      notice of and is not aware of any condition or event relating to The
      Acquired Business which by the passage of time would result in the
      violation of any such statute, law, ordinance or regulation of any
      governmental entity, or would require remedial action by JMS, except as
      described in Schedule 8.17 hereto.

      (b)          Without
      limiting the generality of the foregoing, JMS’ operations, including on
      site and off site disposal, have been and are presently being operated in
      all respects in conformity with all statutes, rules, regulations and other
      governmental requirements, including standards promulgated thereunder with
      respect to environmental and pollution controls and the generation,
      manufacture, refinement, transport, treatment, storage, handling,
      disposition, production or processing of hazardous substances, hazardous
      materials or hazardous wastes, as those terms are defined in the statutes
      named below, including, but not limited to, the requirements of the
      Resource Conservation Recovery Act ("RCRA"), 42 U.S.C.
      §§ 6901 et. seq., the Comprehensive Environmental
      Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
      §§ 9601 et. seq., the Clean Water Act 33 U.S.C.
      §§ 1251 et. seq., the Clean Air Act, 42 U.S.C.
      §§ 7401 et. set., or any environmental law in the
      State of Florida, or in any other state, country, province, county or
      locality in which the nature of the business of JMS would subject JMS to
      the environmental law of such state, country, province, county or
      locality, as the same shall be in effect and interpreted on the Closing
      Date (hereinafter collectively defined as "Environmental Law"),
      and JMS has not permitted, nor do JMS or Parent have any knowledge of, any
      release or threat of the release of such hazardous materials, substances
      or wastes, on site or off site of any such plant in violation of
      Environmental Law, or any condition or event relating to The Acquired
      Business which by the passage to time may require remedial action, which
      has not been cured by JMS as of the date hereof.

      (c)          Schedule 8.17
      hereto includes a complete list of hazardous substances, hazardous
      materials and hazardous wastes, as those terms are defined in the
      aforementioned Environmental Law, which are currently or have in the past
      been generated, manufactured, transported, produced, stored, handled,
      treated, refined or disposed of by JMS with respect to The Acquired
      Business (the "JMS Hazardous Waste") and also includes a
      complete list of all persons and entities used by JMS with respect to The
      Acquired Business to transport any such JMS Hazardous Waste. Also listed
      on Schedule 8.17 are all sites where JMS Hazardous Waste has been stored,
      treated, refined or otherwise disposed of.

      Section
      8.18.          No
        Losses.     Since June 30,
      2001, JMS has not sustained any loss

16



 

      on account of fire, flood, accident
      or other calamity of such character as to interfere materially with the
      continued operation of The Acquired Business regardless of whether or not
      such loss was insured against, other than as set forth in Schedule 8.18.

      Section
      8.19.          Approval.     JMS and Parent,
      at the time of closing, will have taken all requisite corporate action to
      approve this Agreement and the transactions contemplated by this
      Agreement, and there shall have at the time of closing been delivered to
      Buyer certified copies of the resolutions duly adopted in connection
      therewith.

      Section
      8.20.          No
        Untrue Statements.     Neither this
      Agreement, nor any certificate, schedule, or other instrument or list or
      information required to be furnished by JMS pursuant to this Agreement,
      contains any untrue statement of a material fact or omits to state any
      material fact necessary in order to make the statements contained herein
      or therein not misleading.

      Section
      8.21.          No
        Default Under Leases.     Each lease
      referred to in Schedule 3.1(a) is in full force and effect and no default
      exists on the part of JMS in the performance of its obligations under such
      leases, and JMS has not received any notice from the lessor under any such
      lease of the existence of any default on the part of JMS which has not
      been heretofore performed or cured by JMS. JMS has not made any prior
      assignment, whether for security purposes or otherwise, of the interest of
      JMS in, to or under any such lease. Payments under each of such leases has
      been paid to at least the Closing Date except to the extent, if any,
      reflected in Schedule 3.1(a). To the best of the knowledge of JMS there
      are no unperformed obligations on the part of the lessor under any lease
      with respect to the premises leased pursuant to such lease.

      Section
      8.22.          Confidential
        Material.     JMS will deliver
      to Buyer on the Closing Date all documents and other materials and all
      copies thereof owned or used by JMS reasonably believed by JMS to be both
      confidential and reasonably appropriate for the operation of The Acquired
      Business conducted by JMS through use of the Purchased Assets.

      Section
      8.23.          No
        Undue Influence.       JMS has not,
      directly or indirectly, made any payments to or entered into any
      transactions with any person as an inducement to such person (or to induce
      such person to influence another person) to take action deemed to be to
      the advantage of JMS in such person's official position with a
      governmental authority, or in such person's position with any other
      business entity, nor has JMS knowingly made any other payment to any
      person or entity, that was contrary to any law or regulation of any such
      governmental authority.

      Section
      8.24.          Sales
        Orders.     Each of the sales
      orders referred to in clause (c) of Section 3.1 of this Agreement and
      listed in Schedule 3.1(c) hereto was taken in the ordinary course of JMS’
      business.

      Section
      8.25.          Inventories.     All inventories
      shown on the Interim Balance Sheet consist of items of a quality and
      quantity usable or saleable in the ordinary course of business, each class
      thereof was priced at the lower of cost or market on the cost basis and,
      as to the classes of items inventoried and methods of counting and
      pricing, such inventories were determined in a manner consistent with
      prior years except as to minor amounts of inventory which in the aggregate
      are not material in amount.

      Section
      8.26.          Accounts
        Receivable.     All accounts
      receivable of JMS are reflected

17



 

      properly on its books and records have
      been accounted for consistently in accordance with GAAP, are valid
      receivables subject to no set-offs or counterclaims, are current and
      collectible, and will be collected in accordance with their terms at their
      recorded amounts, within 90 days of the Closing Date.

Section 8.27.         Employee
        Benefits and ERISA.

(a)          Schedule
8.27  hereto sets
          forth a complete and correct list of all Benefit Plans (as defined in
          Section 8.27(k) below).

(b)          JMS and Parent have delivered
          to Buyer complete and accurate copies of: all plan texts and other
          agreements adopted in connection with each Benefit Plan; all summary
          plan descriptions and other material employee communications relating
          thereto; and the most recent annual report and financial statement (or
          similar report) therefor, if any. JMS and Parent do not currently
          maintain, and in the past has not maintained any employee retirement,
          profit-sharing, stock bonus, deferred compensation, group insurance
          plans or other employee benefit or welfare plan in which employees of
          JMS participated, other than as set forth on Schedule 8.27 hereto.

(c)          No event has occurred
          relating, directly or indirectly, to the Benefit Plans in connection
          with which JMS, Parent or any Benefit Plan, directly or indirectly,
          would be subject to any liability under ERISA, including, but not
          limited to, Section 409, 502(i), 4062, 4063, 4064, 4069, 4201, 4244 or
          4243 thereof, the Internal Revenue Code of 1986, as amended (the
          "Code"), including, but not limited to, Section 4971
          thereof, or any other applicable law. No "prohibited
          transaction" (as defined in Section 4975 of the Code) and no
          "reportable event" (as defined in Section 4043(b) of ERISA)
          has occurred with respect to any Benefit Plan prior to the date
          hereof.

(d)          With respect to each Benefit
          Plan: (i) full payment of all amounts which JMS or Parent is or has
          been required to pay under the terms of each such plan to have paid as
          contributions to such plan has been made; (ii) no accumulated funding
          deficiency (as defined in Section 302 of ERISA and Section 412 of the
          Code), whether or not waived, exists with respect to any such plan;
          (iii) except as provided in Schedule 8.27 hereto, in all material
          respects, each such plan conforms to, and its administration is in
          compliance with, all applicable laws and regulations, including, but
          not limited to ERISA; and (iv) there are not actions, suits or claims
          pending (other than routine claims for benefits) or threatened against
          any such plan or against the assets of any such plan which could
          reasonably be expected to result in a liability.

(e)          No unpaid or contingent
          liability to the PBGC has been or is expected to be incurred, directly
          or indirectly, by JMS (other than for payment of PBGC premiums in the
          ordinary course). No event has occurred which presents a material risk
          of the termination or partial termination of any Pension Plan, which
          would result, directly or indirectly, in a liability on part of JMS.

(f)          Except as set forth on
          Schedule 8.27, there is no Benefit Plan which is a "welfare
          plan" (as defined in Section 3(a) of ERISA) and which provides
          medical, death or other benefits (whether or not insured) to employees
          beyond their retirement or other termination of service (other than (i)
          coverage mandated by statute and (ii) any such plan which provides a
          conversion privilege from group coverage to individual coverage upon
          retirement or separation from service).

18



 

(g)          Except as set forth on
          Schedule 8.27, there are no reserves, assets, surpluses or prepaid
          premiums under any Benefit Plan which is a welfare plan (as defined in
          Section 3(a) of ERISA).

(h)          There are no unfunded pension
          benefit obligations arising in any jurisdiction.

(i)          Except as set forth on
          Schedule 8.27, the consummation of the transactions contemplated by
          this Agreement will not (i) entitle any employee of JMS to severance
          pay, unemployment compensation or similar payment, or (ii) accelerate
          the time of payment, vesting, or increase the amount of any
          compensation due to any employee or JMS.

(j)          Neither JMS nor Parent has
          contributed to or become obligated to contribute to any multi employer
          plan (as defined in Section 4001(a)(3) of ERISA) with respect to any
          employee of JMS.

(k)          Whenever any of the terms set
          forth below is used in this Section 8.27, it shall have the following
          meaning: (i) "Benefit Plan" shall mean any plan, agreement,
          arrangement or commitment which is an employment or consulting
          agreement, executive compensation plan, bonus plan, deferred
          compensation agreement, employee pension, profit-sharing, savings or
          retirement plan, employee stock option or stock purchase plan,
          severance pay plan or arrangement, vacation plan or practice, group
          like, health, or accident insurance or other employee benefit plan,
          agreement, arrangement or commitment which is an "employee
          benefit plan," as defined in Section 3(3) of ERISA, with respect
          to which JMS has some liability or obligation to contribution or pay
          benefits and which related to current or former employees of JMS: (ii)
          "ERISA" shall mean the Employee Retirement Income Security
          Act of 1974, as amended; (iii) "PBGC" shall mean the Pension
          Benefit Guaranty Corporation; and (iv) "Pension Plan" shall
          mean an employee pension benefit plan, as defined in Section 3(2) of
ERISA.
      
Section
      8.28.         SouthTrust
        Lien.      SouthTrust Bank,
      an Alabama banking corporation ("SouthTrust") holds a valid,
      perfected first priority security interest in the Purchased Assets (the
      "SouthTrust Lien"). The SouthTrust Lien secures a debt equal to
      approximately $9,691,000 as of the date hereof.



  Section
  8.29.         Customer
        Deposits.      Schedule 8.29 sets
  forth a complete list (the "Deposit List") of customer deposits
  collected by JMS through the date of this Agreement for which the ordered
  product has not yet been delivered to the customer. The Deposit List shall
  include, at a minimum, the customer’s name and address, the product ordered,
  the date the deposit was received and the amount of the deposit. Schedule 8.29
  shall be updated as of the Closing Date.



  ARTICLE 9

  REPRESENTATIONS
  AND

  
  
  COVENANTS
  OF BUYER

  

  Buyer warrants and
  represents to and covenants with JMS as follows:



19



 

      Section 
      9.1.         Organization,
        etc.      Buyer is a
      corporation, duly organized, validly existing and in good standing under
      the laws of Delaware and has all necessary corporate power and authority
      to enter into this Agreement and the transactions contemplated hereby.

      Section
      9.2.          No
        Violation.     The execution and
      delivery of this Agreement and the consummation of the transactions
      contemplated hereby do not and will not violate, conflict with or result
      in a breach of or default under any of the terms, provisions or conditions
      of the certificate of incorporation or by-laws of Buyer or any statute,
      regulation or any court or administrative order or process, or any
      agreement or instrument to which Buyer is a party or by which it, or its
      properties or assets is bound or result in the creation of any lien,
      charge or encumbrance upon any of the assets of Buyer under any of the
      foregoing.



  Section
  9.3.          Payment
        of Liabilities Assumed.     Buyer shall pay and
  discharge all the liabilities and obligations of JMS that are assumed
  hereunder, as outlined in Schedules 3.1(a) and 3.1(e) when and as the same
  shall become due and payable or dischargeable.




  ARTICLE 10

  INDEMNIFICATION



    
  

  Section
  10.1.          Indemnity
    by JMS and Parent.     JMS and Parent,
  jointly and severally, agree to indemnify and hold harmless Buyer, its
  officers, directors, stockholders, employees, representatives and agents, and
  their affiliates, successors and assigns (collectively, the "Buyer
  Indemnitees") from and against any material loss, damage or expense
  (including reasonable attorney's fees) suffered by any Buyer Indemnitee,
  resulting from


(a)          any inaccuracy or
      misrepresentation in or breach of any of the representations, warranties
      or covenants made by JMS or Parent herein or in any Schedule hereto;

(b)          any inaccuracy or
      misrepresentation in or breach of any certificate or other agreement or
      document required to be delivered by JMS or Parent pursuant to any
      provision of this Agreement;

(c)          any suit in which a Buyer
      Indemnitee is involved alone or in conjunction with JMS or Parent, and
      resulting directly or indirectly from the alleged failure of JMS to pay
      any of the alleged liabilities or obligations of JMS or to fulfill any
      alleged contractual obligation of JMS incurred prior to the Closing and
      not assumed by Buyer;

(d)          any claim, demand, administrative
      proceeding or suit against a Buyer Indemnitee arising out of or related to
      the business or operations or any action or omission of JMS or any of its
      officers, directors, stockholders, employees, representatives, agents or
      any of their affiliates, including, without limitation, any tort claim or
      demand and any claim or liability arising out of the manufacture or sale
      of products or the performance of services by JMS (other than the
      liability for which has been assumed by Buyer); provided, however, that,
      with respect to products and services constituting a part of The Acquired
      Business purchased by Buyer, the acts, deeds, omissions or contractual
      undertakings giving rise to such claim, demand or liability were acts,
      deeds, omissions or contractual undertakings by JMS which shall have
      transpired, occurred

20



 

or been done, performed or omitted prior to the
      Effective Time.

  Section
  10.2.          Notification
    to JMS and Parent and Related Matters.     Upon obtaining
  knowledge thereof, Buyer shall promptly notify JMS in writing (which notice
  shall constitute notice to Parent) of any claim of loss, damage or expense
  which Buyer has determined has given or reasonably may give rise to a right of
  indemnification under this Agreement and shall specify details thereof,
  without regard to whether the amount of any loss, damage or expense has been
  finally determined, and JMS and Parent shall have a reasonable time to contest
  any such claim. If such claim or demand relates to a claim or demand by a
  third party against Buyer, JMS and Parent shall have the right to settle any
  such claim or demand (at JMS’ or Parent’s expense and without admitting
  that Buyer had any liability with respect thereto) or to employ counsel
  reasonably acceptable to Buyer to defend any such claim or demand asserted
  against Buyer and Buyer shall have the right to cooperate in the defense of
  any such claim with counsel of Buyer’s selection (the expense of which
  additional counsel to be borne by Buyer). So long as JMS and Parent are
  defending in good faith any such claim or demand, Buyer will not settle such
  claim or demand. Buyer shall make available to JMS, Parent or their respective
  representatives, at JMS’ and Parent’s expense, all records and other
  materials required by them for their use in contesting any such claim or
  demand asserted by a third party against Buyer. Whether or not JMS or Parent
  so elect to defend any such claim or demand, Buyer shall have no obligation to
  do so. If such claim or demand relates to a claim or demand other than one
  asserted by a third party against Buyer, Buyer shall promptly notify JMS
  (which notice shall constitute notice to Parent) of Buyer’s claim or demand
  against JMS or Parent and of Buyer’s demand for indemnification hereunder.
  JMS shall then promptly pay to Buyer the amount of Buyer’s claim or demand,
  if undisputed. In the event that JMS or Parent shall dispute such claim or
  demand or any portion thereof, JMS or Parent shall immediately notify Buyer in
  writing, specifying in detail the portion of such claim or demand (if less
  than all) which is disputed and the facts relied upon by JMS or Parent as a
  basis for such dispute. JMS, Parent and Buyer agree to negotiate in good faith
  to attempt to reach a resolution of any disputed claim or demand for
  indemnification hereunder in order to attempt to avoid resorting to
  arbitration as provided by this Agreement.

  Section
  10.3.         Indemnity
    by Buyer.      Buyer agrees to
  indemnify and hold harmless JMS, Parent, their respective officers, directors,
  stockholders, employees, representatives and agents, and their affiliates (the
  "JMS Indemnitees") from and against any material loss, damage or
  expense (including reasonable attorneys' fees) suffered by the JMS Indemnitees
  resulting from


(a)          any inaccuracy in or
      misrepresentation in or breach of any of the representations, warranties
      or covenants made by the Buyer herein or in any schedule hereto;

(b)          any inaccuracy or
      misrepresentation in or breach of any certificate or other agreement or
      document required to be delivered by Buyer pursuant to any provision of
      this Agreement;

(c)          any suit in which JMS or an JMS
      Indemnitee is involved alone or in conjunction with Buyer, and resulting
      directly or indirectly from alleged failure of Buyer to pay any of the
      alleged liabilities or obligations of Buyer or to fulfill any alleged
      contractual obligation of Buyer arising following the Closing or expressly
      assumed by Buyer; provided, however, that neither JMS nor any JMS
      Indemnitee shall be entitled to assert any rights of indemnification
      hereunder to the extent that JMS has retained such liability; or

21



 

(d)          any claim, demand, administrative
      proceeding or suit against JMS Indemnitee arising out of or related to the
      business or operations or any action or omission of Buyer or any of its
      officers, directors, stockholders, employees, representatives, agents or
      any of their affiliates, including, without limitation, any tort claim or
      demand and any claim or liability arising out of the manufacture or sale
      of products or the performance of services by Buyer (other than a
      liability of JMS which has not been expressly assumed by Buyer); provided,
      however, that, with respect to products and services constituting a part
      of The Acquired Business purchased by Buyer, the acts, deeds, omissions or
      contractual undertakings giving rise to such claim, demand or liability
      were acts, deeds, omissions or contractual undertakings by Buyer which
      shall have transpired, occurred or been done, performed or omitted after
      the Effective Time.

  Section
  10.4.         Notification
    to Buyer.      Upon obtaining
  knowledge thereof, JMS or Parent shall promptly notify Buyer of any claim or
  demand which JMS or Parent has determined has given or reasonably may give
  rise to a right of indemnification under this Agreement and Buyer shall have a
  reasonable time to contest any such claim. If such claim or demand relates to
  a claim or demand asserted by a third party against JMS or Parent, Buyer shall
  have the right to settle any such claim or demand (at the expense of Buyer and
  without admitting that JMS or Parent had any liability with respect thereto)
  or to employ counsel reasonably acceptable to JMS or Parent to defend any such
  claim or demand asserted against JMS or Parent, and JMS or Parent shall have
  the right to cooperate in the defense of any such claim with counsel of JMS’
  or Parent’s selection (the expense of which additional counsel to be borne
  by JMS or Parent). So long as Buyer is defending in good faith any such claim
  or demand, neither JMS nor Parent will settle such claim or demand. JMS and
  Parent shall make available to Buyer or its representatives, at the expense of
  Buyer all records and other materials required by them for their use in
  contesting any such claim or demand asserted by a third party against JMS or
  Parent. Whether or not Buyer so elects to defend any such claim or demand, JMS
  and Parent shall have no obligation to do so. If such claim or demand relates
  to a claim or demand other than one asserted by a third party against JMS or
  Parent, JMS and Parent shall promptly notify Buyer of JMS’ or Parent’s
  claim or demand against Buyer and of JMS’ and Parent’s demand for
  indemnification hereunder. Buyer shall then promptly pay to JMS or Parent, as
  appropriate, the amount of JMS’ or Parent’s claim or demand, if
  undisputed. In the event that Buyer shall dispute such claim or demand or any
  portion thereof, Buyer shall immediately notify JMS and Parent in writing
  specifying in detail the portion of such claim or demand (if less than all)
  which is disputed and the facts relied upon by Buyer as a basis for such
  dispute. JMS, Parent and Buyer agree to negotiate in good faith to attempt to
  reach a resolution of any disputed claim for indemnification hereunder in
  order to attempt to avoid resorting to a court of competent jurisdiction for
  such resolution.



  Section
  10.5.          Right of
    Offset Against Amounts Due JMS and Parent.     JMS and Parent agree
  to pay promptly in accordance with Section 10.2 above the amount which JMS and
  Parent may owe to Buyer from time to time by reason of the provisions of this
  Agreement or otherwise. Should JMS fail or refuse to pay any such amount
  promptly as set forth herein, then Buyer, at its election, may elect to offset
  any amount thus due and owing against any amounts which may be due to be paid
  pursuant to any other provision hereof, including, without limitation, the
  Reserve Amount.

22



 




  ARTICLE 11
  

  SURVIVAL
  OF REPRESENTATIONS AND WARRANTIES OF JMS
  

  



  All representations,
  warranties, covenants and obligations in this Agreement and the Schedules
  hereto shall survive the closing and shall continue in full force and effect
  for the benefit of Buyer in accordance with the terms thereto, notwithstanding
  the closing or any investigation by Buyer prior thereto, and shall terminate
  on the third anniversary of the Closing Date; provided, however, the
  representations and warranties contained in Sections 8.12, 8.13 and 8.27 shall
  continue for the period of the statute of limitations related to the subject
  thereof.


  
  

  ARTICLE 12

  CONDITIONS
  TO CLOSING APPLICABLE TO BUYER
  



  The obligations of
  Buyer hereunder (including the obligation of Buyer to close the transactions
  and consummate the purchase herein contemplated) are subject to the following
  conditions precedent:



      Section
      12.1.         Correctness
        of Warranties, etc.      The warranties
      and representations made by JMS and Parent herein or in any Schedules or
      list or information required to be delivered pursuant hereto shall be true
      and correct in all material respects on and as of the Closing Date with
      the same effect as if such warranties and representations had been made on
      and as of the Closing Date and JMS and Parent shall have in all material
      respects, performed and complied with all agreements, covenants and
      conditions on their parts required to be performed or complied with on or
      prior to the Closing Date.

      Section
      12.2.         No
        Undisclosed Liabilities, etc.      On the Closing
      Date, JMS shall not have any material liability of any nature, whether
      accrued, absolute, contingent or otherwise, relating to The Acquired
      Business (of the types which would be reflected in balance sheets or the
      notes thereto prepared in accordance with generally accepted accounting
      principles) other than those disclosed in the Interim Balance Sheet and
      Schedule hereto, those incurred in the ordinary course of its business
      since the date of the Interim Balance Sheet, and those agreed to in
      writing by Buyer.

      Section
      12.3.         No
        Proceedings.      No proceeding or
      formal investigation shall have been commenced by any governmental or
      regulatory agency or by any other person or entity with respect to any of
      the transactions contemplated by this Agreement.

      Section
      12.4.          Satisfaction
        of Buyer and its Counsel.     All proceedings
      to be taken in connection with the consummation of the transactions
      contemplated by this Agreement, and all documents incident thereto, shall
      be reasonably satisfactory in form and substance to Buyer and its counsel,
      and Buyer and its counsel shall have received copies of such documents as
      its counsel may reasonably request in connection with said transactions.

      Section
      12.5.         Opinion
        of Counsel.      At the closing
      there shall be delivered to Buyer the written opinion of Kilpatrick
      Stockton, LLP, counsel for JMS and Parent, dated the Closing Date. Such
      opinion shall be acceptable to Buyer and its counsel.

23



 

      Section
      12.6.         Consents.      In the case of
      those properties, franchises, agreements, leases, contracts or other
      rights or commitments of JMS and to be assumed by Buyer which are not
      transferable or assignable to Buyer or cannot be purchased or assigned by
      Buyer pursuant to this Agreement without the consent of another party,
      there shall have been delivered to Buyer the written consent of such party
      to such transfer and assignment to Buyer and assumption by Buyer pursuant
      to this Agreement.

Section
12.7.          Employment
        and Noncompetition Agreements.

(a)          JMS and Parent shall assign to
          Buyer all existing noncompetition agreements with those persons set
          forth on Schedule 12.7(a), and will terminate any existing employee
          agreements with such persons.

(b)          Buyer shall have entered into
          Noncompetition Agreements and employment arrangements with those
          persons listed on Schedule 12.7(b) in forms acceptable to Buyer.
      
Section
      12.8.         Manufacturing
        Agreement.       Buyer shall have
      entered into a manufacturing agreement with ESCO Manufacturing,
      Incorporated in a form acceptable to Buyer.

      Section
      12.9.          Release
        of Liens.     Any and all liens
      with respect to the Purchased Assets shall have been released, and
      SouthTrust shall have consented in writing to the transfer of the
      Purchased Assets to Buyer.

Section
12.10.          Bankruptcy.       (a)     Neither Parent
  nor JMS shall have filed a petition for bankruptcy protection or be adjudged
  bankrupt or insolvent under any applicable federal or state bankruptcy or
  insolvency law, nor shall a receiver or trustee be appointed for all or
  substantially all of the assets of JMS or Parent.

  
(b)          Buyer shall have
  received from Raymond James & Associates, Inc. ("Raymond James")
  a letter setting forth (i) that Raymond James marketed The Acquired Business
  in a manner consistent with customary industry practice and (ii) Buyer’s
  offer embodied in this Agreement constitutes the highest and best offer
  received by Raymond James that was reasonably determined to be able to be
  consummated within a reasonable time.


 ARTICLE 13

CONDITIONS
  TO CLOSING APPLICABLE TO JMS AND PARENT
  
  
The obligations of
  JMS and Parent hereunder (including the obligation of JMS and Parent to close
  the transactions herein contemplated) are subject to the following conditions
  precedent:



      Section
      13.1.          Correctness
        of Warranties, etc.     All warranties
      and representations made by Buyer herein shall be true and correct in all
      material respects on and as of the Closing Date with the same effect as if
      such warranties and representations had been made on and as of the Closing
      Date, and Buyer shall have, in all material respects, performed and
      complied with all agreements, covenants and conditions on its part
      required to be performed or complied with on 

24



 

 
 or prior to the Closing Date.

      Section
      13.2.          No
        Proceedings.     No proceeding or
      formal investigation shall have been commenced by any governmental or
      regulatory agency or by any other person or entity with respect to any of
      the transactions contemplated in this Agreement.



  Section
  13.3.         Satisfaction
        of JMS and its Counsel.      All proceedings to be
  taken in connection with the consummation of the transactions contemplated by
  this Agreement, and all documents incident thereto, shall be reasonably
  satisfactory in form and substance to JMS and its counsel, and JMS and its
  counsel shall have received copies of such documents as its counsel may
  reasonably request in connection with said transactions.

  
  ARTICLE 14
  

  BROKERS
  


  The parties hereto
  agree that this Agreement was not induced or procured through any person, firm
  or corporation acting as a broker or finder, other than Raymond James &
  Associates, Inc., whose fee shall be at the expense of JMS and not Buyer.
  Buyer, on the one hand, and JMS and Parent, on the other, agree to hold each
  other harmless from any loss, damage or expense resulting from any claim by
  any other person, firm or corporation based upon any such other person, firm
  or corporation having acted as a broker or finder for or in connection with
  this transaction on behalf of Buyer on the one hand, or on behalf of JMS and
  Parent on the other.


 ARTICLE 15
  

  MISCELLANEOUS


    
    
Section
    15.1.         
    Termination.      JMS or Parent may
    terminate this Agreement prior to the Closing Date if the Buyer has not
    satisfied those conditions to closing set forth in Article 13 hereof on or
    prior to the close of business on November 21, 2001. Buyer may terminate
    this Agreement prior to the Closing Date if (i) JMS and Parent have not
    satisfied those conditions to closing set forth in Article 12 hereof on or
    prior to the close of business on November 21, 2001, or (ii) JMS or Parent
    files a petition for bankruptcy protection or either is adjudged bankrupt or
    insolvent under any applicable federal or state bankruptcy or insolvency
    laws, or if a receiver or trustee is appointed for all or substantially all
    of the respective assets of JMS or Parent.

    Section
    15.2.         Notices.      Unless otherwise
    notified in writing to the contrary, any notice required or permitted by the
    terms hereof to be given any party hereto shall be effectively delivered for
    all purposes if delivered personally or if mailed, upon deposit in the
    United States mail, postage prepaid, and if directed to JMS or Parent,
    properly addressed to Parent at Display Technologies, Inc., 201 McCullough
    Drive, Suite 220, Charlotte, North Carolina 28262, Attention: Bill Lunsford
    with copy thereof addressed and mailed to Kilpatrick Stockton, LLP,
    Attention: Larry Ledbetter, and if directed to Buyer properly addressed to
    J.M. Stewart Acquisition, Inc., c/o EBSCO Industries, Inc. at 5724 Highway
    280 East, Birmingham, Alabama 35242, Attention: President or Chief Financial
    Officer, with a copy thereof addressed and mailed to Bradley Arant Rose
    & White LLP, 2001 Park Place, Suite 1400, Birmingham, Alabama 35203,
    Attention: Denson N. Franklin III.

    Section
    15.3.         Governing
      Law; Arbitration.      This Agreement
    shall be governed in

25



 

    all respects in conformity with the intent of the
    parties as expressed in the provisions of this Agreement. To the extent any
    issue between the parties is not controlled by this Agreement, then any
    dispute between the parties shall be governed and construed in accordance
    with the laws of the State of Alabama, without regard to its choice of law
    principles. UNLESS THIS AGREEMENT SPECIFICALLY PROVIDES FOR ANOTHER TYPE OF
    DISPUTE RESOLUTION WITH RESPECT TO A PARTICULAR KIND OF DISPUTE, ANY AND ALL
    CONTROVERSIES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR
    THE BREACH THEREOF, SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN
    ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
    ASSOCIATION THEN IN EFFECT. Any such arbitration proceedings shall be and
    remain confidential. The panel of arbitrators for any such arbitration shall
    consist of three members of the American Arbitration Association, one of
    whom shall be selected by Buyer, one of whom shall be selected by JMS, and
    the third who will be selected by the other two. Judgment upon the decision
    rendered by the arbitrators may be entered in any court having jurisdiction
    thereof. The parties specifically acknowledge that this Agreement evidences
    a transaction involving, affecting, affected by, and a part of, interstate
    commerce and that this agreement to arbitrate is governed by and enforceable
    under 9 U.S.C. §§ 1 et seq. The place of arbitration shall be
    Birmingham, Alabama.

    Section
    15.4.         Captions.      The captions and
    other headings contained in this Agreement as to the contents of particular
    articles, sections, paragraphs or other subdivisions contained herein are
    inserted for convenience of reference only and are in no way to be construed
    as part of this Agreement or as limitations on the scope of the particular
    articles, sections, paragraphs or other subdivisions to which they refer and
    shall not affect the interpretation or meaning of this Agreement.

    Section
    15.5.         Incorporation
      of Schedules. This Agreement
    shall be deemed to have incorporated by reference all of the Schedules
    referred to herein to the same extent as if such Schedules were fully set
    forth herein. Each reference herein to "the Agreement" or
    "this Agreement" shall be construed to include each such Schedule.

    Section
    15.6.         Entire
      Agreement and Amendment.      This Agreement and
    the Schedules attached hereto and additional documents and agreements
    delivered by the parties at the closing on the Closing Date represent the
    entire understanding and agreement between the parties with respect to the
    subject matter hereof and shall supersede any prior agreements and
    understanding between the parties with respect to that subject matter. This
    Agreement may not be amended or modified except by a written instrument
    executed by an officer of Buyer, and an officer of JMS and Parent.

    Section
    15.7.          Successors
      and Assigns; No Third-Party Rights.     This Agreement may
    not be assigned by JMS or Parent without the written consent of Buyer. This
    Agreement shall bind and inure to the benefit of and be enforceable by the
    parties hereto, and their respective successors, heirs, and personal and
    legal representatives, but no assignment shall relieve any party of its
    obligations hereunder. 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 assigns.


26



 




Section
15.8.         Counterparts.      This Agreement may be
executed simultaneously and 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.


27



 


IN WITNESS WHEREOF,
JMS, Parent and Buyer have each caused this Agreement to be duly executed on
their respective behalves by their respective duly authorized officers, all as
of the day and year first above written.


	   	

J. M. STEWART
CORPORATION


By



Its




 



DISPLAY TECHNOLOGIES,
INC.



By



Its




 



J.M. STEWART
ACQUISITION, INC.


By



Its