Exhibit 10.1


TNCO, INC.


STOCK PURCHASE AGREEMENT


By and Among


SYMMETRY MEDICAL USA INC.

(Purchaser)


and


ROGER M. BURKE

(Seller)


DATED:  April 2,
2007















STOCK
PURCHASE AGREEMENT


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made and
entered into on the 2nd day of April, 2007, by and between Symmetry Medical USA INC., a duly organized
Delaware Corporation with a principal place of business in Warsaw, Indiana (“Purchaser”)
and Roger M. Burke, of
Weston, Massachusetts (“Seller”).


RECITALS


A.                                   Seller
owns all of the issued and outstanding shares of capital stock (the “Shares”)
of TNCO, INC., a Massachusetts corporation with a principal place of business
in Whitman, Massachusetts (the “Company”).


B.                                     Purchaser
desires to purchase the Shares held by Seller and Seller desires to sell the
Shares to Purchaser on the terms and subject to the conditions set forth in
this Agreement.


C.                                     Upon
consummation of the purchase and sale of the Shares pursuant to this Agreement,
Purchaser will own all of the issued and outstanding capital stock of Company.


AGREEMENT


In consideration
of the foregoing Recitals and the mutual promises contained in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and intending to be legally bound, Purchaser and Seller
agree as follows:


ARTICLE
1


DEFINITIONS


For purposes of
this Agreement, the following terms have the meanings specified:


“Affiliate” when used in reference to a
specified Person, means any Person that, directly or indirectly, through one or
more intermediaries, controls, or is controlled by, or is under common control
with the specified Person.


“Agreement” has the meaning set forth in
the introductory paragraph of this Agreement.


“Ancillary Documents” are all documents,
instruments and agreements to be executed and delivered by Purchaser, Seller
and Company pursuant to this Agreement including the Schedules and Exhibits.


“Applicable Laws” means any and all laws,
ordinances, constitutions, regulations, statutes, treaties, rules, codes,
licenses, certificates, franchises, Permits, requirements and Injunctions
adopted, enacted, implemented, promulgated, issued, entered or deemed
applicable by or under the authority of any Governmental Body having
jurisdiction over a specified Person or any of such Person’s properties or
assets.  Applicable Laws include any
laws, regulations, ordinances, constitutions, regulations, statutes, treaties,
rules, codes, licenses, certificates,












franchises, Permits, or
other legal requirements governing the Company, its properties, assets and
operations.


“Balance Sheet” has the meaning set forth
in Section 3.11(a) of this Agreement.


“Balance Sheet Date” has the meaning set
forth in Section 3.11(a) of this Agreement.


“Benefit Plan” means any and all bonus,
stock option, restricted stock, stock purchase, stock appreciation, phantom
stock, profit participation, profit-sharing, deferred compensation, severance,
retention, pension, retirement, health, disability, life or other insurance,
death benefit, incentive compensation, welfare, or any other employee benefit
plan, policy or arrangement maintained, sponsored or contributed to by Company
for the benefit of any Employee.


“Business” means the business operations of
TNCO, Inc., which is the production and sale of surgical and medical
instruments, related research and engineering services, and sale of same to
wholesale purchasers.


“Cash” means all cash including prepaid
taxes deposited with the IRS in order to maintain an S-Corporation
non-permitted year-end (if applicable),
as shown on the Balance Sheet of Company as either in-hand or accrued as
of the Closing Date.


“Cash-Free” means that all Cash shall be
added, as an addition, to the Interim Purchase Price and Final Purchase Price
payable to Seller, as applicable, unless withdrawn by Seller from the accounts
of Company prior to Closing.


“CERCLA” means the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et
seq.).


“Churchill
Ave. Property” has the meaning set forth in Section 2.4(b) of
this Agreement.


“Closing” has the meaning set forth in
Section 2.6(a) of this Agreement.


“Closing Date” has the meaning set forth in
Section 2.6(a) of this Agreement.


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


“Colebrook
Boulevard Property” has the meaning set forth in Section
2.4(b) of this Agreement.


“Company” has the meaning set forth in the
Recitals to this Agreement.


“Company Welfare Plans” has the meaning set
forth in Section 8.2(c) of this Agreement.


“Confidential Information” means any
information or compilation of information not generally known to the public or
the industry or which Company has not disclosed to third parties without a
written obligation of confidentiality, which is proprietary to Company,
relating to Company’s procedures, techniques, methods, concepts, ideas,
affairs, products, processes and services, including, but not limited to,
information relating to marketing, merchandising, selling,



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research, development,
manufacturing, purchasing, accounting, engineering, financing, costs,
customers, plans, pricing, billing, needs of customers and products and
services used by customers, all lists of customers and their addresses,
prospects, sales calls, products, services, prices and the like as well as any
specifications, formulas, plans, drawings, accounts or sales records, sales
brochures, code books, manuals, trade secrets, knowledge, know-how,
pricing strategies, operating costs, sales margins, methods of operations,
invoices or statements and the like. 
Confidential Information shall not include information which (i) becomes
generally available to the public other than as a result of a disclosure by a
party to this Agreement, (ii) was available on a non-confidential basis prior
to its disclosure, or (iii) is independently developed as evidenced by written
records without making use of the Confidential Information.


“Contract” means any agreement, lease of
personal or mixed property, license, contract, obligation, promise, commitment,
arrangement, understanding or undertaking, instrument, document (whether
written or oral and whether express or implied) of any type, nature or
description, but excluding leases of Leased Real Estate.  As used herein, the word “Contract” shall be
limited in scope if modified by an adjective specifying the type of contract to
which this Agreement or a Section hereof refers.


“Damages” has the meaning set forth in
Section 6.1(e) of this Agreement.


“Debt” means: (i) any long-term or
short-term interest-bearing indebtedness of Company owed to third parties; (ii)
any inter-company indebtedness; (iii) Seller guarantees outstanding, issued to
secure obligations of Company; (iv) any capital leases; and (v) any letters of
credit (whether drawn upon or not).


“Debt Adjustment” has the meaning set forth
in Section 2.2(c) of this Agreement.


“Debt-Free” means that all Debt shall be
deducted from the Interim Purchase Price and Final Purchase Price payable to
Seller determined as due as of the Closing Date.


“Disclose” means to reveal, deliver,
divulge, disclose, publish, copy, communicate, show or otherwise make known or
available to any other Person, or in any way to copy, any of the Confidential
Information of Company.


“Employees” has the meaning set forth in
Section 3.20(a) of this Agreement.


“Encumbrance” means and includes:


(i)                                     with
respect to any personal property, any intangible property or any property other
than real property, any security or other property interest or right, claim,
lien, pledge, option, charge, security interest, contingent or conditional
sale, or other title claim or retention agreement or lease or use agreement in
the nature thereof whether voluntarily incurred or arising by operation of law,
and including any agreement to grant or submit to any of the foregoing in the
future; and


(ii)                                  with
respect to any real property, any mortgage, lien, easement, interest, right-of-way,
condemnation or eminent domain proceeding, encroachment, any building, use or
other form of restriction, encumbrance or other claim (including adverse or



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prescriptive) or right of third parties (including any Governmental
Body), any lease or sublease, boundary dispute, and agreements with respect to any
real property including: purchase, sale, right of first refusal, option,
construction, building or property service, maintenance, property management,
conditional or contingent sale, use or occupancy, franchise or concession,
whether voluntarily incurred or arising by operation of law, and including any
agreement to grant or submit to any of the foregoing in the future.


“Environmental
Escrow Period” has the meaning set forth in Section 2.4(b) of
this Agreement.


“Environmental
Escrowed Funds” has the meaning set forth in Section 2.4(b)
of this Agreement.


“Environmental Laws” means any and all
Applicable Laws, all court orders, decrees, arbitration awards, and applicable
common law which pertain to environmental matters or environmental
contamination of any type whatsoever, including, but not limited to, those
(i) regulating the manufacturing process, use, treatment, generation,
transportation, storage, control, management, recycling or disposal of any
Hazardous Material, including, but not limited to, CERCLA, SARA, the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Federal Water
Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Water Act (33 U.S.C.
§ 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act
(42 U.S.C. § 300F et seq.), and/or (ii) relating to the protection,
preservation or conservation of the environment, or protection of wildlife,
endangered species, wetlands or national resources.


“Environmental Permits” means every license, permit,
registration, governmental approval, agreement and consent applied for, pending
by, issued or given to Company in connection with the operation of the
Business, and every agreement with a Governmental Body entered into by Company
in connection with the operation of the Business, which is in effect or has
been applied for or is pending in each case which is required under or is
issued pursuant to Environmental Laws.


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended.


“Escrowed Funds” has the meaning set forth
in Section 2.4(a) of this Agreement.


“Facility” means any facility as defined in
CERCLA.


“Final Closing Statement” has the meaning
set forth in Section 2.3(c) of this Agreement.


“Final Purchase Price” has the meaning set
forth in Section 2.3(b) of this Agreement.


“GAAP” means generally accepted accounting
principles in the United States.


“Governmental Body” means any:



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(i)                                     nation,
state, county, city, town, village, district or other jurisdiction of any
nature;


(ii)                                  federal,
state, local, municipal, foreign or other government;


(iii)                               governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, board,
commission, department, instrumentality, office or other entity, and any court
or other tribunal);


(iv)                              multinational
organization or body; and/or


(v)                                 body
exercising, or entitled or purporting to exercise, any administrative,
executive, judicial, legislative, police, regulatory or taxing authority or
power of any nature.


“Hazardous Materials” means any and all
(i) dangerous, toxic or hazardous pollutants, contaminants, chemicals,
wastes, materials or substances listed or identified in, or directly or
indirectly regulated by, any Environmental Laws, and (ii) any of the
following, whether or not included in the foregoing:  polychlorinated biphenyls, asbestos in any
form or condition, urea-formaldehyde, petroleum (including crude oil or
any fraction thereof), natural gas, natural gas liquids, liquefied natural gas,
synthetic gas usable for fuel or mixtures thereof, nuclear fuels or materials,
chemical wastes, man-made radioactive materials, explosives and known possible
carcinogens.


“IRS” means the United States Internal
Revenue Service.


“Indemnification Threshold” has the meaning
set forth in Section 6.3(a) of this Agreement.


“Indemnified Party” has the meaning set
forth in Section 6.5 of this Agreement.


“Indemnifying Party” has the meaning set
forth in Section 6.5 of this Agreement.


“Injunction” means any and all writs,
rulings, awards, directives, injunctions (whether temporary, preliminary or
permanent), judgments, decrees or orders (whether executive, judicial or
otherwise) adopted, enacted, implemented, promulgated, issued, entered or
deemed applicable by or under the authority of any Governmental Body.


“Intellectual Property” means any and all:
(i) inventions (whether patentable or unpatentable and whether or not
reduced to practice), all improvements thereto, and all patents, patent
applications and patent disclosures, together with all reissuances,
continuations, continuations in part, revisions, extensions and re-examinations
thereof; (ii) trademarks, service marks, trade dress, logos, trade names,
assumed names and corporate names, together with all translations, adaptations,
derivations and combinations thereof and including all goodwill associated
therewith, and all applications, registrations and renewals in connection
therewith; (iii) copyrightable works, all copyrights and all applications,
registrations and renewals in connection therewith; (iv) mask works and
all applications, registrations and renewals in connection therewith; (v) trade
secrets and confidential business information (including ideas,



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research and development,
know-how, technology, formulas, compositions, manufacturing and
production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information and
business and marketing plans and proposals); (vi) computer software and
all related and necessary licenses (including data and related software program
documentation in computer-readable and hard-copy forms other than for
so-called off-the-shelf product); (vii) other intellectual property and
proprietary rights of any kind, nature or description, including web sites, web
site domain names and other e-commerce assets and resources of any kind or
nature; and (viii) copies of tangible embodiments thereof (in whatever
form or medium).


“Interim Purchase Price” has the meaning
set forth in Section 2.2(a) of this Agreement.


“Leased Real Estate” has the meaning set
forth in Section 3.17 of this Agreement.


“Leases” has the meaning set forth in
Section 3.17(a) of this Agreement.


“Liability” or “Liabilities” means any and all debts, liabilities and/or
obligations of any type, nature or description (whether known or unknown,
asserted or unasserted, secured or unsecured, absolute or contingent, accrued
or unaccrued, liquidated or unliquidated and whether due or to become due).


 “Material
Adverse Effect” or “Material
Adverse Change” means, in connection with Company with due
consideration to the size and complexity of the Business and transactions
contemplated by this Agreement, any event, change or effect that is materially
adverse, individually or in the aggregate, to the condition (financial or
otherwise), properties, assets, Liabilities, revenues, income, Business,
operations, results of operations of such Persons, taken as a whole; provided,
however, that in no event shall any of the following constitute a Material
Adverse Change, or be deemed to have a Material Adverse Effect, in the
Business, operations, assets, results of operations or condition of
Company:  (i) any change or effect
resulting from conditions affecting the industry in which Company operates or
from changes in general business or economic conditions, (ii) any change or
effect resulting from the announcement or pendency of any of the transactions
contemplated by this Agreement, (iii) any change or effect resulting from
compliance by Company with the terms of, or the taking of any action
contemplated or permitted by, this Agreement and any Ancillary Document, or (iv) any
change or effect resulting from any change in Applicable Law.  In furtherance of the foregoing, and
notwithstanding anything to the contrary set forth in this Agreement, any
Material Adverse Effect or any Material Adverse Change with respect to Company
shall be evaluated on the basis of Company individually or taken as a whole (in
the aggregate).


“Offsite Facility” means any Facility which
is not presently, and has not heretofore been, owned, leased or occupied by
Seller or Company.


“Ordinary Course of Business” means an
action taken by a Person only if:


(i)                                     such
action is consistent with the past practices of such Person and is taken in the
ordinary course of the normal day-to-day operations of such Person;
and



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(ii)                                  such
action is not required to be authorized by the board of directors of such
Person (or by any Person or group of Persons constituting a governing body of a
Person exercising similar authority).


“Overlap Period” has the meaning set forth
in Section 7.2(a) of this Agreement.


“Owned Real Estate” has the meaning set
forth in Section 3.17 of this Agreement.


“Participation
Agreement” has the meaning set forth in Section 2.4(c) of
this Agreement.


“Permits” means all permits, licenses,
consents, declarations, franchises, orders, certifications, registrations,
certificates of authority, variances, approvals, local siting approvals,
qualifications and other authorizations obtained from, or filing with any
Governmental Body or other Person, or other similar rights, including, without
limitation, those listed on Schedule 3.30 of the Schedules.


“Permitted Encumbrances” has the meaning
set forth in Section 3.17(c) of this Agreement.


“Person” means any individual, corporation
(including any non-profit corporation), general, limited or limited
liability partnership, limited liability company, joint venture, estate, trust,
association, organization, or other entity or Governmental Body.


“Pre-Closing Period” has the meaning set
forth in Section 3.8(b) of this Agreement.


“Proceeding” means any suit, litigation, arbitration,
hearing, audit, investigation, order, or other action (whether civil, criminal,
administrative or investigative) noticed, commenced, brought, conducted, or
heard by or before, or otherwise involving, any Governmental Body or
arbitrator.


“Purchase Price Escrow Agreement” has the
meaning set forth in Section 2.4(a) of this Agreement.


“Purchaser” has the meaning set forth in
the introductory paragraph of this Agreement.


“Purchaser Welfare Plans” has the meaning
set forth in Section 8.2(c) of this Agreement.


“Real Estate” has the meaning set forth in
Section 3.17 of this Agreement.


“Release” means any spill, discharge, leak,
emission, escape, leaching, disposing, emptying, pouring, pumping, injection,
dumping, or other release or threatened release of any Hazardous Materials into
the environment, whether or not notification or reporting to any governmental
agency was or is required, including any Release which is subject to CERCLA.


“Rights” means any and all outstanding
subscriptions, warrants, options, or other arrangements or commitments
obligating or which may obligate (with or without notice or passage of time or
both) Company to issue or dispose of any (as opposed to third party)
securities.



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“§338(h)(10) Election” has the meaning set
forth in Section 7.5 of this Agreement.


“SARA” means the Superfund Amendments and
Reauthorization Act (42 U.S.C. § 9601 et seq.).


“Seller” has the meaning set forth in the
introductory paragraph of this Agreement.


“Seller’s Knowledge” means the actual
knowledge after a reasonable investigation of Roger M. Burke or of any
officer, director or Senior Management Employees of Company.


“Senior Management Employees” means Karin
Gilman, Frank DiFrancesco, and the chief executive officer, president, any vice
president, the chief financial officer, treasurer, controller, director,
general manager, manager, environmental manager, or health and safety manager
of Company.


“Shares” has the meaning set forth in the
Recitals to this Agreement.


“Survival Period” has the meaning set forth
in Section 6.1(a) of this Agreement.


“Target Working Capital” means
$2,222,677.00


“Tax” or “Taxes”
means any and all net income, gross income, gross revenue, gross receipts, net
receipts, ad valorem, franchise, profits, deferred, transfer, sales, use, social
security, employment, unemployment, disability, license, withholding, payroll,
privilege, excise, value-added, severance, stamp, occupation, property,
customs, duties, real estate and/or other taxes, assessments, levies, fees or
charges of any kind whatsoever imposed by any Governmental Body, together with
any interest or penalty relating thereto.


“Tax Adjustment” has the meaning set forth
in Section 2.5 of this Agreement.


“Tax Matter” has the meaning set forth in
Section 7.2(a) of this Agreement.


“Tax Return” or “Tax Returns” means any return, declaration, report, claim
for refund or information return or statement relating to Taxes, including,
without limitation, any schedule or attachment thereto, any amendment thereof,
and any estimated report or statement.


“Threatened” means a claim, Proceeding,
dispute, action, or other matter for which any demand or statement has been
made, orally or in writing, or any oral or written notice has been given, that
would lead a reasonably prudent Person to conclude that such a claim,
Proceeding, dispute, action, or other matter may be asserted, commenced, taken
or otherwise pursued in the future.


“Trust
Agreement” has the meaning set forth in Section 2.4(c) of
this Agreement.


“Use” means to appropriate any of the Confidential
Information of Company for the benefit of oneself or any other Person other
than Company.


“WARN Acts” has the meaning set forth in
Section 3.9(l) of this Agreement.



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“Working Capital” means “Current Assets”
less “Current Liabilities.”  “Current Assets”
means the sum of accounts receivable (net of allowances), prepaid expenses, and
other current assets of Company (excluding any cash, tax refunds, and refund of
the monies deposited in escrow with the IRS as required in connection with
Subchapter S corporations having a non-conforming fiscal year) as determined in
accordance with GAAP consistently applied. 
“Current Liabilities” means the sum of accounts payable and accrued
expenses of Company, excluding accrued interest defined as Debt and as determined
in accordance with GAAP consistently applied.


“Working Capital Adjustment” has the
meaning set forth in Section 2.3(b) of this Agreement.


ARTICLE 2


PURCHASE OF STOCK; PURCHASE PRICE


2.1.                            Purchase
and Sale of Shares.  In reliance upon
the representations, warranties and covenants contained in this Agreement as of
the date hereof and on the Closing Date, Purchaser agrees to purchase the
Shares from Seller, and Seller agrees to sell, transfer, convey, assign and
deliver the Shares to Purchaser on the terms and conditions set forth in this
Agreement.  Such sale, transfer,
conveyance, assignment and delivery of the Shares shall convey good and
marketable title to the Shares, free and clear of any and all Rights and Encumbrances,
and at such time the Shares will be fully paid and non-assessable.  At the Closing Seller will deliver to
Purchaser certificate(s) evidencing the Shares duly endorsed in blank or with
stock powers duly executed by Seller.


2.2.                            Purchase Price.


(a)                                  The
purchase price to be paid to Seller by Purchaser for the Shares shall be Seven
Million Dollars ($7,000,000), as may be adjusted at the Closing Date, and post
Closing as provided by this Agreement. 
The purchase price for the Shares shall be referred to as the “Interim
Purchase Price.” The Interim Purchase Price shall be adjusted to determine the
Final Purchase Price, as provided in this Section 2.2 and Sections 2.3, 2.4,
2.5, and 2.6. The Interim Purchase Price shall be paid on the Closing Date by
wire transfer of immediately available funds to an account (or accounts)
designated by Seller at least two (2) calendar days prior to the Closing.


(b)                                 The
Interim Purchase Price has been based on the assumption that Company shall be
Cash-Free as of the Closing Date.  To the
extent that Company has Cash on its books as of the Closing Date, the Interim
Purchase Price shall be increased on the Closing Date by a corresponding
amount.


(c)                                  The
Interim Purchase Price has been based on the assumption that Company shall be
Debt-Free as of the Closing Date.  To the
extent that Company has Debt as of the Closing Date, the Interim Purchase Price
shall be reduced on the Closing Date by a corresponding amount (the “Debt
Adjustment”) and such Debt Adjustment shall be paid directly by Purchaser to
such creditor or creditors, but may be paid from Closing proceeds.



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2.3.                            Working
Capital Adjustment.


(a)                                  The
Working Capital Adjustment will be estimated and made at Closing based on the
parties’ best estimate and the Interim Purchase Price shall then be further
adjusted after the Closing Date by an amount of dollars, positive or negative,
as the case may be, equal to the difference between the Target Working Capital
and the Working Capital as shown on the Final Closing Statement, which will be
used to determine the Final Purchase Price.


(b)                                 If
the Working Capital on the Final Closing Statement is:


(i)                                     less
than the Target Working Capital, an amount equal to the deficit shall be
payable from Seller to Purchaser;


(ii)                                  greater
than the amount shown on the Target Working Capital, an amount equal to the
surplus shall be payable from Purchaser to Seller;


(iii)                               equal to the amount
shown on the Target Working Capital, no amount shall be due to either party.


The adjustment
provided for in this Section 2.3 shall be known as the “Working Capital
Adjustment.”  Provided, however, there
shall not be a Working Capital Adjustment unless the variance between Working
Capital and Target Working Capital is either a deficit greater than $400,000 or
a surplus greater than $400,000.


For Example, if:


1.              The Working Capital is $399,000
greater than Target Working Capital there shall not be any adjustment to the
Interim Purchase Price.


2.              The Working Capital is $399,000
less than Target Working Capital there shall not be any adjustment to the
Interim Purchase Price.


3.              The Working Capital is $450,000
greater than Target Working Capital, there will be an adjustment to the Interim
Purchase Price for the amount in excess of $400,000, and the Purchaser shall
pay the Seller $50,000.


4.              The Working Capital is $450,000
less than Target Working Capital, there will be an adjustment to the Interim
Purchase Price for the amount in excess of $400,000, and the Seller shall pay
the Purchaser $50,000.


The Interim
Purchase Price, after application of the Working Capital Adjustment, shall
constitute the “Final Purchase Price.”


(c)                                  
Within seventy-five (75) calendar days following the Closing Date, Seller and
Purchaser, as applicable, shall cause Company to prepare and deliver to
Purchaser and Seller, in good faith, a final balance sheet and closing
statement setting forth the Working Capital Adjustment in accordance with this
Section 2.3 (the “Final Closing Statement”). 
This Final 



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Closing Statement shall
be prepared by Purchaser’s Auditors, Ernst & Young LLP, the cost of which
shall be a Company expense, not chargeable back to Seller.  Within thirty (30) calendar days following
Purchaser’s and Seller’s receipt of the Final Closing Statement, Purchaser or
Seller may object in good faith to the Working Capital Adjustment in writing.  In the event of any such objection, Purchaser
and Seller shall attempt to resolve their differences by negotiation.  If such parties are unable to do so within
thirty (30) calendar days following receipt of the objecting party’s objection,
Seller and Purchaser shall appoint another nationally recognized accounting
firm mutually acceptable to each of Seller and Purchaser, which shall, at
Seller’s and Purchaser’s joint expense, review the Final Closing Statement and
determine the Working Capital Adjustment, if any, within thirty (30) calendar
days of such appointment.  Seller and
Purchaser agree to cooperate with such accounting firm and provide it with such
information as it reasonably requests to enable it to make such
determination.  The finding of such
accounting firm shall be binding on the parties hereto.  If Purchaser decides to establish a new
accrual for environmental liabilities on the Final Closing Statement, this new
accrual will be excluded from calculation of the Working Capital Adjustment.


(d)                                 Any
amounts owed hereunder shall be paid to the party owed the same by the party
owing the same by wire transfer of immediately available funds to an account
designated by the party owed the same no later than five (5) business days
following the determination by agreement of Seller and Purchaser or by binding
determination of said accounting firm of the Working Capital Adjustment, and
such payment shall be accompanied by an additional payment of interest,
calculated with a 8.0% annual interest rate from the Closing Date to the date
of payment pursuant to this Section 2.3.


2.4                                 Escrow Agreement.


(a)                                Seller
agrees and authorizes Purchaser to retain from the Interim Purchase Price and
deposit in an interest bearing escrow account with US Bank National Association
(“Escrow Agent”) the sum of One Million One Hundred Forty Thousand Dollars
($1,140,000) (the “Escrowed Funds”) as collateral security to be used as the
initial source of funds for any breach of the representations, warranties,
covenants and obligations of Seller under this Agreement including to satisfy
any indemnification obligation of Seller arising under Section 6.2, in
accordance with an escrow agreement in substantially the form set forth in Exhibit A
attached hereto (the “Purchase Price Escrow Agreement”). The Escrowed Funds
shall not be used in any way for purposes of the Working Capital
Adjustment.  Interest on the Escrowed
Funds shall be paid out quarterly to Seller.


(b)                                 The
term of the Purchase Price Escrow Agreement shall be two (2) years; provided
however, that the amount of Four Hundred Thousand Dollars ($400,000) (or any
lesser balance existing at such time, if prior distributions to Purchaser have
reduced the balance below $400,000) (“Environmental Escrowed Funds”) shall
remain deposited with the Escrow Agent and subject to the Purchase Price Escrow
Agreement for an additional period of seven (7) years for the purpose of being
a continuing source of funds for any Damages arising from or related to the
environmental issues described below. 
During the initial two (2) year period, the Escrowed Funds shall be
available for the payment of claims by the Purchaser for Damages or other
amounts to which Purchaser becomes entitled under this Agreement, regardless of
the provision under which such entitlement arises.  Thereafter, for the duration of the
additional seven (7) year



 11
 








period (the “Environmental
Escrow Period”), the Environmental Escrowed Funds shall be subject to claims by
the Purchaser for Damages arising from or related to the following: the
Re-Solve, Inc. Superfund Site, North Dartmouth, Massachusetts; contamination of
property located at 15 Colebrook Boulevard, Whitman, Massachusetts, currently
leased by Company (“Colebrook Boulevard Property”); and contamination of
property located at 12 Churchill Ave., Whitman, Massachusetts that was formerly
owned by Company (“Churchill Ave. Property”).


(c)                                That
portion of the Environmental Escrowed Funds relating to the Re-Solve, Inc.
Superfund Site, ($100,000 or a proportionate amount of the balance), shall be
promptly released to Seller in the event that Purchaser receives either (1)
documentation in the form of (a) a written release of Company from any and all
obligation under the Re-Solve Trust Agreement dated June 28, 1989 (“Trust
Agreement”), and the Re-Solve Site Participation Agreement dated October 3,
1988 (“Participation Agreement”), and (b) an indemnification agreement under
which the parties to the Trust Agreement and the Participation Agreement
indemnify the Company from all obligations under the Re-Solve Consent Decree
entered into February 8, 1989  or, (2) the
Seller provides a policy of environmental insurance in form and substance and
issued by an insurer reasonably acceptable to Purchaser with a policy limit in
the amount of One Hundred Thousand and 00/100 Dollars ($100,000), insuring
Company against unfunded costs and expenses assessed or imposed upon, and which
are the obligation of, Company arising out of or related to the Re-Solve, Inc.
Superfund Site (the “Environmental Policy”).


(d)                                 That
portion of the Environmental Escrowed Funds relating to the Churchill Ave.
Property, ($200,000 or a proportionate amount of the balance), shall be
promptly released to Seller in the event that Purchaser receives, at Seller’s
Expense, a policy of environmental insurance in form and substance and issued
by an insurer reasonably acceptable to Purchaser with a policy limit in the
amount of Two Hundred Thousand and 00/100 Dollars ($200,000), insuring the
Company against pollutions legal liability related to or arising from the
Churchill Ave. Property.


(e)                                  That
portion of the Environmental Escrowed Funds relating to the Colebrook Boulevard
Property ($100,000 or a proportionate amount of the Balance) shall be promptly
released to Seller in the event that Purchaser receives, at Seller’s Expense, a
policy of environmental insurance in form and substance and issued by an
insurer reasonably acceptable to Purchaser with a policy limit in the amount of
One Hundred Thousand and 00/100 Dollars ($100,000), insuring the Company
against pollution legal liability related to or arising from the Colebrook
Boulevard Property.


(f)                                    In
accordance with the terms of the Purchase Price Escrow Agreement and Article 6
of this Agreement, Purchaser shall promptly notify Seller of the amount of any
Damages sustained by Purchaser for which Seller is obligated to indemnify
Purchaser under Article 6 hereof (and which have not theretofore been fully
satisfied by Seller), including Damages sustained as a result of any breach of
any representation or warranty by Seller as provided under said Article 6.  In the event Seller fails to direct the
Escrow Agent to reimburse Purchaser the full amount of the Damages suffered by
Purchaser within thirty (30) calendar days of the receipt of Purchaser’s
notice, the provisions of Article 6 and the Purchase Price Escrow Agreement
shall apply.



 12
 








2.5.                            Tax
Adjustment.  The Interim Purchase
Price shall also be increased after the Closing Date (only if a § 338(h)(10)
Election is made by Purchaser) by  an amount
necessary to cause Seller’s after-Tax net proceeds from the sale of  Seller’s Shares hereunder with the
§338(h)(10) Election (per Section 7.5 of the Agreement) or any other election
under Code §338 (collectively, the “§338 Elections”) in effect to be equal to
the after-Tax net proceeds that Seller would have received had the §338
Elections not been made, taking into account all appropriate state, federal,
local and foreign Tax implications (the “Tax Adjustment”). Seller shall provide
Purchaser with a schedule computing the amount of the Tax Adjustment within
twenty (20) days after the Allocation Schedule (required under Section 7.6
hereof) is completed. The amount of Seller’s Tax Adjustment shall be paid to
Seller at the time Seller signs Form 8023 to make the federal §338(h)(10)
Election, or promptly and timely upon any other §338 Election being made.


2.6.                            Closing and Closing
Deliveries.


(a)                                  Closing and Closing Date.  The closing of the transactions contemplated
by this Agreement (the “Closing”) shall be held on April 2, 2007 at the
offices of Barrett & McNagny LLP, 215 East Berry Street, Fort Wayne,
Indiana.  The date on which the Closing
occurs is referred to in this Agreement as the “Closing Date.”


(b)                                 Closing Deliveries by Seller.  At the Closing, Seller shall execute, where
necessary or appropriate, and deliver to Purchaser each and all of the
following:


(i)                                     The
certificates, free of all Encumbrances, evidencing the Shares duly endorsed by
Seller in blank or accompanied by stock powers duly executed by Seller;


(ii)                                  The
corporate minute books, the corporate seals, and stock books for Company;


(iii)                               A duly executed written
opinion letter by counsel for Seller, dated as of the Closing Date, addressed
to Purchaser;


(iv)                              Duly
executed resignations of (A) the officers of Company who are designated by
Purchaser, and (B) the directors of Company, all effective as of the
Closing Date;


(v)                                 Certificates
of good standing (including a “Tax Good Standing Certificate”) for Company
issued by the Secretary of the Commonwealth of Massachusetts;


(vi)                              The
non-foreign person affidavit required by Section 1445 of the Code;


(vii)                           Employee Assignment of
Developments, Confidentiality, and Noncompetition Agreements for Karin B.
Gilman and Frank DiFrancesco;


(viii)                        Retention Bonus  Agreements for Karin B. Gilman and Frank DiFrancesco;


(ix)                                the
Purchase Price Escrow Agreement executed by Seller;



 13
 








(x)                                   a
statement executed by Company pursuant to Treas. Reg. §1.897-2(h), dated no
more than thirty (30) days prior to Closing, certifying that (i) the Shares do
not constitute a U.S. real property interest, or (ii) none of the holders of
capital stock of Company is a foreign person;


(xi)                                all
necessary third-party consents necessary to operate the Business;


(xii)                             Waiver and Release
executed by Seller and each director of Company;


(xiii)                          Such other documents and
items as are reasonably necessary or appropriate to effect the consummation of
the transactions contemplated hereby;


(xiv)                         Board of Directors’ Consents
for Company; Secretary’s Certificate; and Shareholder’s Consents for Company;
and


(xv)                            Non-Disclosure
and Non-Competition Agreement for Seller, as required by Section 4.4 of this
Agreement.


(c)                                  Closing Deliveries by Purchaser.  At the Closing, Purchaser shall execute,
where necessary or appropriate, and deliver to Seller each and all of the
following:


(i)                                     Payment
of the Interim Purchase Price in the manner set forth in Section 2.2 of
this Agreement;


(ii)                                  A
copy certified by the Secretary of Purchaser of the duly adopted resolutions of
the Board of Directors of Purchaser approving this Agreement, including the
Ancillary Documents, and authorizing the execution and delivery of this
Agreement and the Ancillary Documents, and the consummation of the transactions
contemplated hereby and thereby.


(iii)                               A duly executed written
opinion letter by counsel for Purchaser, dated as of the Closing Date,
addressed to Seller;


(iv)                              A
certificate of good standing of Purchaser issued by the Secretary of State of
Purchaser’s state of incorporation or the equivalent; and


(v)                                 Such
other documents and items as are reasonably necessary or appropriate to effect
the consummation of the transactions contemplated hereby or which may be
customary under local law.


ARTICLE 3


REPRESENTATIONS AND WARRANTIES OF
SELLER


As an inducement
for Purchaser to enter into this Agreement and to consummate the transactions
contemplated hereby, Seller represents and warrants to Purchaser that each and
all of the following representations and warranties are true and correct as of
the date of this Agreement



 14
 








and at Closing.  The Schedules shall be arranged in paragraphs
corresponding to the sections and subsections contained in this Article 3.


3.1.                            Organization and Good
Standing.


(a)                                  Schedule 3.1
contains a complete and accurate list for Company of its jurisdiction of
incorporation (or other formation). 
Company is duly organized, validly existing, and in good standing under
the laws of its jurisdiction of incorporation, with full power and authority to
conduct its respective businesses as same are now being conducted, to own or
use the properties and assets that it purports to own, lease, operate or use in
the conduct of the Business, and to perform all its obligations under any
Contracts.  Company is licensed or
qualified to transact business and is  in
good standing as a foreign corporation in each jurisdiction in which, because
of its business conducted there or the nature of its assets or properties
there, it could be required to be so licensed or qualified.  Each such foreign jurisdiction is set forth
in Schedule 3.1.


(b)                                 Seller
has delivered to Purchaser copies of the organizational documents of Company,
as currently in effect.


3.2.                            Authority; No Conflict.


(a)                                  This
Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable
against Seller in accordance with its terms. 
The documents delivered by Seller will constitute the legal, valid, and
binding obligations of Seller, enforceable against Seller in accordance with
their respective terms.  Seller has the
right, power, authority, and capacity to execute and deliver this Agreement and
the Ancillary Documents to which he is a party, and to perform his obligations
hereunder and thereunder.  The execution,
delivery and performance of this Agreement and the Ancillary Documents to which
Seller is or shall be a party have been duly authorized by all necessary action
on the part of Seller.  This Agreement
and the Ancillary Documents have been duly executed and delivered by Seller who
is a party thereto.


(b)                                 Except
as set forth on Schedule 3.2(b), neither the execution nor delivery of
this Agreement and the Ancillary Documents nor the consummation or performance
of any of the contemplated transactions will, directly or indirectly:


(i)                                     contravene,
conflict with, or result in a violation of (A) any provision of the
organizational documents of Company, or (B) any resolution adopted by the board
of directors or the shareholders of Company;


(ii)                                  contravene,
conflict with, or result in a breach or violation of, or constitute a default
under (or an event which, with or without notice, lapse of time or both, could
constitute a default) or result in the invalidity of, or accelerate the
performance required by or cause or give rise to any right of acceleration or
termination of any right or obligation pursuant to any agreement or commitment
to which Seller or Company,  is a party
or by which Seller or Company (or any of their respective assets or properties)
is subject or bound;


(iii)                               result in the creation
of, or give any third party the right to create, any Encumbrance upon the
Shares or any assets or properties of Seller or Company;



 15















(iv)                              conflict
with any Applicable Laws to which Seller or Company or any assets or properties
of any of the foregoing are subject;


(v)                                 terminate
or modify, or give any third party the right to terminate or modify, the
provisions or terms of any contract or agreement to which Seller or Company is
a party or by which Seller or Company, (or any of their respective assets or
properties) is subject or bound;


(vi)                              require
Seller or Company to obtain any Consent; or


(vii)                           result in or give to any
Person any additional rights or entitlement to increased, additional,
accelerated or guaranteed payments under any contract or agreement to which
Seller or Company is a party or by which any of their respective assets or
properties is subject or bound.


3.3.                            Capitalization.  The authorized capital stock of Company
consists solely of 200,000
shares of common voting stock, $0.01
par value, of which 109,972 shares are issued and outstanding on the date
hereof, and are all owned beneficially and of record by Seller, free and clear
of all Rights and Encumbrances.  The
Shares are validly issued, fully paid and nonassessable and were issued in
compliance with Applicable Laws.  None of
the Shares have been issued in violation of the rights of any Person.  As of the date hereof, (i) there are no
Rights outstanding, and (ii) there are no agreements, understandings or
commitments relating to the Rights of Seller to vote or dispose of the shares.


3.4.                            Clear
Title.  Except as otherwise set forth
in Schedule 3.4 or the leased property disclosed in Schedule 3.15(d)
hereto, on the Closing Date, (i) Company holds good title (or valid and
enforceable leasehold interests) to its 
personal property, and (ii) such personal property is and shall be
free and clear of any and all Encumbrances of any kind, nature and description
whatsoever, except for Encumbrances which are disclosed, reflected or reserved
for or against in the Balance Sheet, or are being released by payment from
Closing proceeds.


3.5.                            Condition
of Assets.  All of the properties and
assets of Company are the assets used to operate the Business as currently
conducted, (ii) such properties and assets have been properly maintained,
consistent with past practices, and are in good operating condition, normal
wear and tear excepted, and (iii) all leased property is in the condition
received by Company at the time of the lease, normal wear and tear excepted.


3.6.                            Legal
Proceedings.  Except as set forth on Schedule 3.6,
there is not now pending nor have been in the thirty-six (36) months
prior to the date hereof, any Proceedings of any kind or nature whatsoever, at
law or in equity, by or before any court or Governmental Body.  Except as set forth on Schedule 3.6,
there are no Proceedings of any kind or nature whatsoever, at law or in equity,
by or before any court or Governmental Body, or to Seller’s Knowledge,
Threatened against or involving or potentially involving:


(a)                                  Company,
its assets, properties, officers or directors, or which questions or challenges
the validity of this Agreement, any Ancillary Document or any action taken or
to be taken by Seller pursuant to this Agreement, the Ancillary Document or in



 16
 









connection with the contemplated transactions; and, to Seller’s
Knowledge, there is no valid basis for any such claim, action, suit, inquiry,
proceeding or investigation; or


(b)                                 Seller,
which could adversely affect the consummation of the contemplated transactions.


(c)                                  Company
is not subject to any judgment, order, decree or legal requirement.  Company has delivered to Purchaser copies of all
pleadings, correspondence, and other documents relating to any of the
foregoing.


3.7.                            Labor
Matters.  Except as set forth in Schedule 3.7
hereto, Company has never been a party to any collective bargaining agreement
or other labor Contract and there is not presently pending or existing, and to
Seller’s Knowledge or Company’s, there is not Threatened (i) any strike,
slowdown, walkout, picketing, work stoppage, labor arbitration or other
Proceeding in respect of the grievance of any employee, (ii) any application
or complaint filed by any employee or union with the National Labor Relations
Board, the Equal Employment Opportunity Commission, the Occupational Safety and
Health Administration or any comparable Governmental Body, (iii) any other
employee claim under any Applicable Laws; or (iv) any organizational activity
or other labor dispute against or affecting Company, and no application for
certification of a collective bargaining agreement is pending or, to Seller’s
Knowledge, is Threatened.  There is no
lockout of any employees by Company and no such action is contemplated by
Company.  Except as set forth in Schedule 3.7
hereto, there is no Proceeding pending or, to Seller’s Knowledge, Threatened by
any Person against Company or any of its current or former officers, directors
or employees relating to employment, equal employment opportunity,
discrimination, harassment, wrongful discharge, unfair labor practices,
immigration, wages, hours, benefits, collective bargaining, the payment of
social security or similar Taxes, occupational safety and health or plant
closing.  Except as disclosed in Schedule
3.7, there are no worker’s compensation claims pending against Company, and
to Seller’s Knowledge there is no basis for any such claim.


3.8.                            Tax Matters.


(a)                                  Tax Returns.  Company has 
timely filed, or caused to be timely filed, with the appropriate taxing
authorities, all Tax Returns that are required to be filed by, or with respect
to Company on or prior to the Closing Date. 
The Tax Returns have accurately reflected and will accurately reflect
all Liability for Taxes of Company for the periods covered thereby.  Schedule 3.8(a) lists all income
Tax Returns filed with any Governmental Body with respect to Company for the
taxable periods ended on or after December 31, 2002.


(b)                                 Payment of Taxes.  All Taxes and Tax Liabilities of Company for
all taxable years or periods that end on or before the Closing Date and, with
respect to any taxable year or period beginning before and ending after the
Closing Date, the portion of such taxable year or period ending on the day
immediately preceding the Closing Date (“Pre-Closing Period”) have been timely
paid to the extent due and/or adequate provisions have been made for taxes
which have accrued and/or become due or become due through the Closing Date and
there are no further Liabilities for any Taxes, except as reflected in Schedule 3.8(b).



 17
 









(c)                                  Other Tax Matters.  Except as set forth in Schedule 3.8(c):


(i)                                     Company
has not been the subject of a dispute or claim or an audit or other examination
of Taxes by the Tax authorities of any Governmental Body, nor has Company
received any notices from any such taxing authority.


(ii)                                  Seller
and Company have not (A) entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of Taxes of Company, or
(B) contested the Tax Liability of Company before any Governmental Body.


(iii)                               Company has not been
included in any “consolidated,” “unitary” or “combined” Tax Return provided for
under Applicable Law with respect to Taxes for any taxable period for which the
statute of limitations has not expired.


(iv)                              all
Taxes which Company is (or has been) required by law to withhold or collect
have been duly withheld or collected, and have been timely paid over to the
proper authorities to the extent due and payable.


(v)                                 there
are no Tax sharing, allocation, indemnification or similar agreements in effect
as between Company or any predecessor thereof and any other party (including
Seller and any predecessors) under which Purchaser or Company could be liable
for any Taxes or other claims of any Person.


(vi)                              Company
is and has been a validly electing S Corporation within the meaning of Code
§§1361 and 1362 at all times since October 1, 1989.


(vii)                           Company will not be liable
for any Tax under Code §1374 in connection with the deemed sale of Company’s
assets caused by the Code §338(h)(10) Election. Within the past ten (10) years,
Company has not (A) acquired assets from another corporation in a transaction
in which Company’s tax basis for the acquired assets was determined, in whole
or in part, by reference to the Tax basis of the acquired assets (or any other
property) in the hands of the transferor or (B) acquired the stock of any
corporation that is or was a qualified subchapter S subsidiary.


(viii)                        there is no action, suit,
taxing authority proceeding, audit or investigation now in progress, pending
or, to Seller’s Knowledge, Threatened against or with respect to Company with
respect to any Tax.


(ix)                                Company
does not reasonably expect any taxing authority to claim or assess any
additional Tax against them for any period ending on or prior to the Closing
Date, and to Seller’s Knowledge, there is no basis for any such claim or
assessment.


(x)                                   Company
has not distributed stock of another Person, nor had its stock distributed by
another Person, in a transaction that purported or was intended to be governed
in whole or in part by IRC Section 355 or Section 361.



 18
 









(xi)                                Company
has not been a member of an affiliated or similar group filing a consolidated,
combined, unitary or similar income tax return or has any liability for the
Taxes of any Person  under Treas. Reg.
§1.1502-6 (or any similar provision of state, local or foreign law), as a
transferee or successor, by agreement, or otherwise.


3.9.                            Employee Benefits.


(a)                                  Schedule 3.9
(a) is a complete list of each “Benefit Plan” (within the meaning of Section
3(3) of ERISA) and each other employee benefit plan, agreement, policy, trust
fund or arrangement (whether written or unwritten, insured or self-insured)
maintained or contributed to (or with respect to which any obligation to
contribute has been undertaken) by Company on behalf of any employee or other
service provider of Company (whether current, former, or retired) or their
beneficiaries or with respect to which Company has or may have any obligation
or liability (contingent or otherwise) (each “Benefit Plan”).  With respect to each Benefit Plan, Seller has
delivered to Purchaser (1) current, accurate and complete copies of each such
Benefit Plan and all contracts relating thereto (including without limitation
all trust agreements, insurance or annuity contracts, investment management
agreements, record keeping agreements and other material documents or
instruments relating thereto), and in the case of any Benefit Plan that is not
in written form, an accurate description of all material aspects of that
Benefit Plan; (2) copies of the most recent Internal Revenue Service
determination letter (including copies of any outstanding requests for
determination letters) or opinion letter with respect to each such Benefit Plan
which is an “employee pension benefit plan” (within the meaning of Section 3(2)
of ERISA) intended to qualify under Section 401(a) of the IRC; and (3) copies
of the most recent Forms 5500 annual report and accompanying schedules, and the
most recent summary plan descriptions.


(b)                                   All Benefit Plans are fully funded and
administered in accordance with Applicable Law, and comply in form and in
operation in all material respects with the requirements of Applicable Law.


(c)                                  Each
Benefit Plan has been maintained, funded and administered in accordance with
the terms of such Benefit Plan and complies in form and in operation in all
material respects with the requirements of Applicable Law, including ERISA and
the IRC.


(d)                                 All
contributions (including  employer
contributions and employee salary reduction contributions) that are due have
been made to each Benefit Plan that is an “employee pension benefit plan”
(within the meaning of Section 3(2) of ERISA). 
All premiums or other payments 
that are due have been paid with respect to each such Benefit Plan that
is an “employee welfare benefit plan” (within the meaning of Section 3(1) of
ERISA).


(e)                                  Each
Benefit Plan that is intended to meet the requirements of a “qualified plan”
under Section 401(a) of the IRC has received a determination letter from the
IRS to the effect that it meets the requirements of Section 401(a) of the IRC.


(f)                                    Neither
Company or any of its  predecessors has
ever contributed to, contributes to, has ever been required to contribute to,
or otherwise participated in or maintains sponsors or in any way, directly or
indirectly, has any liability with respect to any plan subject to Section 412



 19
 









of the IRC, Section 302
of ERISA or Title IV of ERISA, including, without limitation, any employee
pension benefit plan that is a “defined benefit plan” (as defined in ERISA
§3(35), any “multiemployer plan” (within the meaning of Sections 3(37) or
4001(a)(3) of ERISA or Section 414(f) of the IRC) or any single employer
pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is
subject to Sections 4063, 4064 or 4069 of ERISA.


(g)                                 No
non-exempt “prohibited transaction,” within the meaning of Section 4975 of
the IRC and Section 406 of ERISA, has occurred or is reasonably expected to
occur with respect to the Employee Benefit Plans.


(h)                                 No
Benefit Plan is under, and neither Seller nor Company has received any notice
of, an audit or investigation by the IRS, Department of Labor or any other
Governmental Entity and no such completed audit, if any, has resulted in the
imposition of any tax or penalty.


(i)                                     Company
has no unfunded liabilities pursuant to any Benefit Plan that is not intended
to be qualified under Section 401(a) of the IRC and is an employee pension
benefit plan within the meaning of Section 3(2) of ERISA, a nonqualified
deferred compensation plan or an excess benefit plan.  Schedule 3.9(i) of the Disclosure
Schedule sets forth a true, correct and complete list of each Benefit Plan
which is a nonqualified deferred compensation plan.  Each
such nonqualified compensation plan, whether deferred or otherwise, is not
subject to IRC 409A.


(j)                                     The
consummation of the contemplated transactions alone, or in combination with a
termination of any employee, officer, director, other service provider or
shareholder of Company (whether current, former or retired): i) will not give
rise to any liability under any Benefit Plan, including, without limitation,
liability for severance pay, unemployment compensation, termination pay or
withdrawal liability, or accelerate the time of payment or vesting or increase
the amount of compensation or benefits due to any employee, officer, director,
other service provider or shareholder of Company (whether current, former or
retired) or their beneficiaries; and ii) will not cause any Benefit Plan or
contract of insurance or other ancillary agreement to become void or voidable
or cause any increase in cost, other than cost increases or decreases
attributable to annual renewal.  No
amount that could be received (whether in cash or property or the vesting of
property), as a result of the consummation of the contemplated transactions, by
any employee, shareholder or other service provider of the Companies who is a “disqualified
individual” (as such term is defined in Treas. Reg. §1.280G—1) under any
Benefit Plan or otherwise could be characterized as an “excess parachute
payment” (as defined in Sections 280G(b)(1) and 280G(b)(5) of the IRC).


(k)                                  Any
individual who performs services for Company and who is not treated as an
employee for federal income tax purposes by Company is not an employee under
applicable law or for any purpose including, without limitation, for tax
withholding purposes or Employee Benefit Plan purposes.


(l)                                     WARN
Compliance.  Company has complied in all
respects with the Worker Adjustment and Retraining Notification Act, 29 U.S.C.
§ 2101 et seq., and its corresponding regulations, and any similar state law,
rule or regulation or local ordinance, rule or regulation, in each case in
effect as of the date hereof, providing for notification to employees affected
by closing, relocation, sale of business, mass layoff or similar event
(collectively, the “WARN



 20
 









Acts”) on account of
closings, relocations, sales of businesses, mass layoffs or similar events
occurring on or prior to the Closing and all related notices, payments, fines
or assessments due to any Government Body pursuant to such WARN Acts.


3.10.                     Guarantees.  Except as set forth in Schedule 3.10,
(i) none of the obligations of Company is guaranteed by, or subject to a
similar contingent Liability to, any Person, and (ii)  Company has not
guaranteed, or otherwise become contingently liable for, any Liability of any
Person.


3.11.                     Financial
Statements.


(a)                                  Seller
has caused Company to furnish true and correct copies of the Company’s internal
financial statements (prepared by the Company’s accountant and reviewed by management)
identified in Schedule 3.11 hereto to Purchaser.  All of said financial statements, including
any notes thereto, fairly present the consolidated financial position and
condition of Company as of the date and the results of its operations for the periods
covered in accordance with GAAP applied by Company on a consistent basis
throughout the periods covered thereby and on a basis consistent with that of
prior years and periods.  Except for
Liabilities (i) reflected or reserved against in the balance sheet of
Company as of December 31, 2006 (the “Balance Sheet Date”) or in the notes
thereto (the “Balance Sheet”), (ii) incurred in the Ordinary Course of Business
since the Balance Sheet Date (none of which resulted from, arose out of, is
related to, or was caused by any breach of Contract), and/or (iii) set
forth in Schedule 3.11 hereto, Company does not have any
Liabilities.


(b)                                 As
of the Balance Sheet Date, and except as set forth in Schedule 3.11
hereto, Company has  no material
Liabilities or obligations secured or unsecured (whether accrued, absolute,
contingent) of which, under GAAP, should have been, but which were not
reflected or reserved against in the Balance Sheet.


(c)                                  Since
the Balance Sheet Date, Company, has not incurred any Liabilities or obligations
including, without limitation, any items of litigation of a type, kind or
nature not reflected or reserved against in the Balance Sheet.


(d)                                 The
prepaid expenses on the Balance Sheet have been incurred solely for the benefit
of Company and Company will retain the benefits of such prepaid expenses after
the Closing Date.


(e)                                  The
inventories of Company (including, without limitation, raw materials, supplies,
manufactured and processed parts, containers, work in process and finished
goods) are not obsolete, damaged, or defective, and consist of items which are
usable or salable in the Ordinary Course of Business, and, if salable, are
salable at values no less than the book value amounts, subject only to the
reserve for inventory write-down set forth on the face of the Balance Sheet in
accordance with past custom and practice of Seller, provided such customs and
practices were consistent with GAAP.


3.12.                     Absence of
Certain Developments.  Except for the
transactions contemplated by this Agreement or as otherwise set forth on Schedule 3.12
hereto, since the Balance Sheet Date, (i) there has not been any
development or combination of developments affecting Company of



 21
 









which Seller’s Knowledge
has had, or is likely to have, a Material Adverse Effect, and (ii) 
Company has conducted the Business in the Ordinary Course of Business and since
the Balance Sheet Date there has not been:


(a)                                  a
change in Company’s  authorized or issued
capital; grant of any stock option or right to purchase shares of capital stock
or other securities of Company; issuance of any security convertible into such
capital stock or other securities; grant of any registration rights; purchase,
redemption, retirement, or other acquisition by Company of any shares of any
such capital stock or other securities; or declaration or payment of any
dividend or other distribution or payment in respect of shares of capital stock
or other securities;


(b)                                 payment
or increase by Company of any bonuses, salaries, or other compensation to any
stockholder, member, partner, director, manager, officer, or employee, except
payments or increases granted or agreed to be made in the Ordinary Course of
Business consistent with past practices;


(c)                                  adoption
of, or increase in the payments to or benefits under, any profit sharing,
bonus, deferred compensation, savings, insurance, pension, retirement, or other
employee Benefit Plan for or with any employees of Company;


(d)                                 loss
of the employment, services or benefits of any officers or management level
employees, excepting the resignation of Company’s current board of directors;


(e)                                  a
loan to, or entering into any other transaction with, any of the directors,
officers, and employees of Company except in the Ordinary Course of Business
consistent with past practice;


(f)                                    damage
to, destruction or other loss of, condemnation, taking or other proceeding
against, any asset or property of Company, whether or not covered by insurance;


(g)                                 incurrence
of any indebtedness or other liability (whether known or unknown, absolute,
accrued, fixed, contingent, liquidated, unliquidated or otherwise, and whether
due or to become due), except for liabilities reflected in the Balance Sheet or
incurred after the date of the Balance Sheet in the Ordinary Course of Business
consistent with past practice;


(h)                                 disposal
of, abandonment or permitted lapse of any rights to the use of any Intellectual
Property, or disposal of or disclosure, or permitted disclosure (except as
necessary in the conduct of its business), to any Person other than representatives
of Purchaser, any trade secret, formula, or similar information not theretofore
a matter of public knowledge;


(i)                                     cancellation
of any debts or waiver of any claims or rights other than in the Ordinary
Course of Business consistent with past practice;



 22
 









(j)                                     payment,
discharge or satisfaction of any claim, Liability or obligation other than the
payment, discharge or satisfaction of claims, Liabilities and obligations
incurred in the Ordinary Course of Business and consistent with past practice;


(k)                                  (i)
prepayment of any obligation having a fixed maturity of more than ninety (90)
days from the date such obligation was issued or incurred, or (ii) failure to
pay when due, any account payable, or sought the extension of the payment date
of any account payable;


(l)                                     a
writing off as uncollectible any notes or accounts receivable;


(m)                               entry
into, termination of, amendment of, or receipt of notice of termination of any
Contract or transaction involving a total commitment by or to Company of at
least $25,000;


(n)                                 a
sale, lease, or other disposition of any asset or property of Company (except
the sale of inventory in the Ordinary Course of Business consistent with past
practice);


(o)                                 creation
of an Encumbrance on any asset or property of Company;


(p)                                 execution
of any agreement that materially limits or restricts Company from engaging or
competing in any line of business or in any geographic area or location;


(q)                                 execution
of any employment contract or collective bargaining agreement, written or oral,
or modified the terms of any existing employment contract or agreement or
adopted, amended, modified or terminated any Benefit Plan;


(r)                                    any
change or amendment in its articles of incorporation or bylaws;


(s)                                  an
issuance or sale of any securities; acquired, directly or indirectly, by
redemption or otherwise; or a grant or arrangement regarding any options,
warrants, calls or commitments of any kind with respect thereto;


(t)                                    any
capital expenditure exceeding $25,000;


(u)                                 any
Liabilities, except Liabilities incurred in the Ordinary Course of its
Business, to which Company has incurred or become subject to, or has  agreed to incur or become subject to,


(v)                                 a
sale, assignment, transfer, conveyance, lease or other disposition of any
material assets or properties of Company, except in the Ordinary Course of
Business;


(w)                               execution
of any other material transaction, contract or commitment outside of the
Ordinary Course of Business, except with respect to the transactions
contemplated by this Agreement;



 23
 









(x)                                   any
work stoppage with respect to the Business or obtained Knowledge of any
threatened or anticipated work stoppage;


(y)                                 any
material damage or loss to its Business that would have a Material Adverse
Effect;


(z)                                   any
change in its method of accounting;


(aa)                            any
Proceedings instituted or settled; or


(bb)                          either
directly or indirectly, a performance, or failure to perform, any act which
would result in the creation or imposition of any Encumbrance on any of the
properties or assets of Company, or otherwise adversely affect the marketability
of Company’s  title to any of its
properties or assets, outside of the Ordinary Course of Business.


3.13.                     Intellectual
Property.  Schedule 3.13
hereto contains a list and description of all Intellectual Property owned or
licensed by Company or used by Company in the operation of the Business.  Except as set forth in Schedule 3.13,
Company has all rights necessary to use such Intellectual Property, and Seller
has no Knowledge of any asserted or Threatened claim to the effect that the
operation of the Business (or the possession or use in the Business of any of
the Intellectual Property listed and set forth in Schedule 3.13
hereto) infringes the Intellectual Property rights of any other Person or that
such Intellectual Property rights have been terminated.  Except as set forth in Schedule 3.13,
Seller has no Knowledge of any claim that any of the Intellectual Property set
forth in Schedule 3.13 is invalid; and, except as set forth in Schedule 3.13
hereto, Company is not obligated under any Contract or otherwise to pay
royalties, fees or other payments with respect to any of the Intellectual
Property listed and set forth in Schedule 3.13 hereto.  Except as set forth in Schedule 3.13,
the consummation of the transactions contemplated by this Agreement will not
adversely affect the use by Company of any of the Intellectual Property set
forth in Schedule 3.13 hereto.


3.14.                     Compliance
with Laws.  The Business (i) has been
operated and Company, is in compliance in all respects with the requirements of
Applicable Laws to which the Business is subject, and (ii) Company has not
received any notice of, and Seller has no Knowledge of, any violation of any
Applicable Laws respecting Company. 
Company has obtained and complied, in all material respects, with all
Permits set forth in Schedule 3.31 and other approvals necessary to
conduct the Business and be in compliance with Applicable Laws, including, but
not limited to, all permits and other approvals required to treat, transport,
store, dispose of and otherwise handle Hazardous Materials.


3.15.                     Contracts.  Except for Benefit Plans which are set forth
on Schedule 3.9, Schedule 3.15 contains a complete and
accurate list of all material Contracts, and Company has delivered to Purchaser
true, correct and complete copies of all material Contracts including:


(a)                                  each
Contract that involves performance of services or delivery of goods or
materials by Company of an amount or value in excess of $25,000 after the
Closing Date;



 24
 









(b)                                 each
Contract that involves performance of services or delivery of goods or
materials to Company of an amount or value in excess of $25,000 after the
Closing Date;


(c)                                  each
Contract that involves expenditures or receipts of Company in excess of
$25,000;


(d)                                 each
lease, rental or occupancy agreement, license, installment and conditional sale
agreement, and other material Contract affecting the ownership of, leasing of,
title to, use of, or any leasehold or other interest in, any real or personal
property (except personal property leases and installment and conditional sales
agreements having a value per item or aggregate payments of less than $25,000
and with terms of less than one (1) year);


(e)                                  each
Contract containing covenants that purport to restrict the business activity of
Company or limit the freedom of Company to engage in any line of business or to
compete with any Person;


(f)                                    each
partnership or joint venture agreement between Company and a third party
whether or not a separate legal entity is created thereby;


(g)                                 each
Contract with an employee, independent contractor or subcontractor of Company,
including contracts for employment, severance, consulting, deferred
compensation or benefit plans or agreements.


(h)                                 each
collective bargaining agreement or union agreement, with respect to employees
of Company;


(i)                                     each
bonus, profit sharing, retirement or other form of deferred compensation plan
of Company;


(j)                                     each
equity purchase, option or similar plan;


(k)                                  each
Contract pertaining to any Intellectual Property (other than off-the-shelf
software);


(l)                                     each
Contract pursuant to which Company has guaranteed any obligations of other
Persons or made any agreements to acquire or guarantee any obligations of or
indemnify or hold harmless other Persons;


(m)                               each
Contract relating to the lease or similar arrangement of any machinery,
equipment, motor vehicles, furniture, fixture or similar property of an amount
or value in excess of $25,000 and;


(n)                                 each
Contract to which any Governmental Body is a party;


(o)                                 each
Contract relating to the sale or other disposition of any of assets or property
or other rights of Company, other than with respect to obsolete equipment;



 25
 









(p)                                 each
Contract that could obligate Company to repair, replace, accept the return of
or make any refund in respect of any service performed by Company;


(q)                                 each
Contract pursuant to which Company is or may be obligated to make payments,
contingent or otherwise, on account of or arising out of prior acquisitions or
sales of businesses, assets or stock of other Persons;


(r)                                    each
Contract which provides for contingent payments or earn-outs;


(s)                                  each
Contract which provides for termination, acceleration or other similar rights
with respect to any direct or indirect change of control of Company;


(t)                                    each
Contract with a related person;


(u)                                 each
Contract that involves any outstanding loan or advance to any Person; and


(v)                                 each
other Contract not made in the Ordinary Course of Business of Company.


3.16.                     Contracts;
Compliance.


(a)                                  Company
is not in breach or default, and there is no basis for any claim or breach or
default, under any Contract (whether written or oral) to which Company is a
party or by which Company or any of its assets or properties are bound and,
there exists no event or condition which (whether with or without notice, lapse
of time, or both) could constitute a default thereunder, give rise to a right
to accelerate, modify or terminate any provision thereof or give rise to any
Encumbrance on its property or assets or a right to any additional or
guaranteed payments; and to Seller’s Knowledge, no other party to any such
Contract is in breach or default thereof.


(b)                                 Each
Contract listed on Schedule 3.15 is valid and in full force and
effect and constitutes a legal, valid and binding obligation of Company and, to
Seller’s Knowledge, the other parties thereto, enforceable in accordance with
its terms, and will not cease to be valid and in full force and effect after
the Closing Date; accurate and complete copies thereof, together with all
amendments thereto, have been heretofore delivered to Purchaser.


3.17.                     Real Estate.  Owned Real Estate and Leased Real Estate
shall collectively be referred to herein as “Real Estate.”  With respect to the Real Estate:


(a)                                  Schedule 3.17(a)
contains a description of each parcel of Company’s Owned Real Estate and a listing
and description (including the parties, term, expiration date(s), address, and
the general use description of the leased premises) of each written or oral
lease regarding Leased Real Estate (the leases of Leased Real Estate described
in Schedule 3.17(a) are collectively, the “Leases”);



 26
 









(b)                                 Except
as set forth in Schedule 3.17(b) hereto, there are no deferred
property Taxes or assessments with respect to the Real Estate which may or will
become due and payable as a result of the consummation of the transaction
contemplated hereby;


(c)                                  Except
for the Permitted Encumbrances and those Encumbrances set forth in Schedule 3.17(c)
hereto, there are no Encumbrances which materially and adversely affect the use
or occupancy of all or any part of any parcel of Owned Real Estate or any
easements;


(d)                                 Except
as set forth in Schedule 3.17(d) hereto, the improvements located
on each parcel of Real Estate, including fences, driveways and other structures
occupied, used or claimed by Company, are wholly within the boundary lines of
such parcels of Real Estate and such improvements and the present uses thereof
by Company does not infringe upon the rights of any other Person;


(e)                                  Except
as set forth in Schedule 3.17(e) hereto, no buildings, fences,
driveways or other structures of any adjoining owner encroach, in any material
respect which interferes with the operation of the Business, upon any part of
any parcel of Real Estate or any easements;


(f)                                    Except
as set forth in Schedule 3.17(f), Company, as applicable, has all
easements (or access through public utility easements) on to private property,
construction permits, highway encroachment agreements and permits (and other
similar licenses and permits) and right-of-way-licenses
reasonably necessary to conduct the Business and to use and operate the Real
Estate in the manner it is currently being used and operated by Company;


(g)                                 Company
is not in default in the performance of any material obligation under the
Leases or easements, and, to Seller’s Knowledge, none of the other parties to
the Leases or easements are in default in performance of their material
obligations thereunder, the Leases and easements are in full force and effect,
and Company has assigned its rights under the Leases or easements;


(h)                                 Except
as set forth in Schedule 3.17(h) Company has leased or granted to
any other Person or entity the right to use or occupy all or any portion of the
Owned Real Estate, and the Owned Real Estate is not subject to an option or
right to purchase in favor of any Person or entity; and


(i)                                     Except
as set forth in Schedule 3.17(i), each of the parcels of Owned Real
Estate constitutes a separate tax parcel, and is not taxed with any other real
property.


3.18.                     Accounts
Receivable.  Schedule 3.18
sets forth a list of aged accounts receivable which is true, correct and
complete as of the indicated thereon. 
All of the accounts, notes and other receivables of Company represent
sales actually made in the Ordinary Course of Business consistent with past
practice for goods or services delivered or rendered in bona fide arm’s-length
transactions, constitute only valid, undisputed claims, have not been extended
or rolled over in order to make them current and should be collectible at their
recorded amounts net of reserves for non-collectibility reflected on the
Financial Statements in accordance with GAAP.



 27
 









Except as set forth in Schedule 3.18,
no such account, note or other receivable has been assigned or pledged to any
Person or, to Seller’s Knowledge, is subject to counterclaims or setoffs or any
other defenses.


3.19.                     Books and
Records; Bank Accounts.  All of the
books of account and other financial and corporate records of Company
(including minute books and stock records) have been made available to
Purchaser and its representatives (or will be so made available prior to the
Closing Date).  Such books of account and
records are current and complete in all material respects.  All such books and records are consistent
with the financial statements set forth in Schedule 3.11
hereto.  All such books and records are
kept in a proper order and in the possession of Company.


3.20.                     Employees.


(a)                                  Schedule 3.20(a)
sets forth a complete and accurate list of all the employees of Company as of
the date hereof (the “Employees”), together with the following information for
each such Employee: name, position held, current salary, and bonus
entitlement/arrangement.


(b)                                 None
of the Employees has informed Company that he/she intends to terminate
employment with Company.  Schedule 3.20(b)
sets forth a description of any written Contract, other than the Benefit Plans
set forth in Schedule 3.9 hereto, with respect to the conditions of
employment of any of the Employees. 
Except as set forth in Schedule 3.20(b), all Employees are
employed on an “at-will” basis.


(c)                                  None
of the Employees are working based upon a non-resident visa and Company has
complied with its obligations under the Immigration Reform Control Act.


3.21.                     Investments.  Except as disclosed in Schedule 3.21 hereto,
Company does not own any shares of stock or other securities or equity
interests, directly or indirectly, in any other Person.  Except as disclosed or otherwise described in
this Agreement or as set forth in Schedule 3.21 hereto, Company is
not subject to any obligation or requirement to provide funds to, or invest in,
any such Person.


3.22.                     Insurance.


(a)                                  Company
has delivered to Purchaser:


(i)                                     true
and complete copies of all policies of insurance to which Company is a party or
under which Company or any officer or director of Company has been covered at
any time within the three (3) years preceding the date of this Agreement; and


(ii)                                  true
and complete copies of all pending applications for policies of insurance;


(b)                                 Schedule 3.22(b)
contains a true and complete list and/or description of:


(i)                                     any
self-insurance arrangement by or affecting Company including any reserves
established thereunder;



 28
 









(ii)                                  all
insurance policies (including, but not limited to, liability, property and
casualty, workers compensation, directors and officers liability, surety bonds,
key man or corporate owned life insurance, vehicular and other insurance
policies and contracts) covering Company or otherwise held by or on behalf of
it, or any aspect of its assets or business, indicating the type of coverage,
name of insured, the insurer, the amount of coverage, the deductibles, the
premium, the expiration date, and other material terms thereof and the
aggregate amounts paid thereunder.


(iii)                               any Contract, other than
a policy of insurance, for the transfer or sharing of any risk by Company; and


(iv)                              all
obligations of Company to third parties with respect to insurance (including
such obligations under leases and service agreements) and identifies the policy
under which such coverage is provided; and


(c)                                  Except
as set forth on Schedule 3.22(c), to Seller’s Knowledge, there are
no pending claims under any of the foregoing. 
To Seller’s Knowledge there is no reason why any of such insurance
policies or Contracts will be terminated, suspended, modified or amended, or
not renewed on substantially identical terms (including, without limitation,
premium costs), or will require alteration of any equipment or any improvements
to real property occupied by or leased to or by Company, or the purchase of
additional equipment, or the modification of any of the methods of doing
business.  Neither the Company nor, to
Seller’s Knowledge, any third party to such insurance policy or Contract is in
default with respect thereto, nor does any condition exist that with notice or
lapse of time or both could constitute such a default by any party thereunder.
Company has not failed to give any notice or present any claim under any such
insurance policy or Contract in due or timely fashion or as required thereby in
a manner which may jeopardize full recovery thereunder.  All such insurance policies or Contracts
provide coverage in amounts and upon terms that are reasonable and adequate for
Persons having similar businesses, operation, assets and properties.  Complete and accurate copies of all such
policies, Contracts and related documentation have previously been delivered to
Purchaser.


(d)                                 Seller
and Company,  as applicable, have
individually or jointly maintained, and will continue to maintain until the
Closing Date, the insurance set forth in Schedule 3.22(b), which
insurance covers the tangible real and personal property and assets of Company,
whether owned or leased, against loss or damage by fire or other casualty.  Company also carries product liability
insurance.  All such insurance is in full
force on the date of this Agreement and is carried with insurers licensed in
the states affected by such policies.


(e)                                  Company
is presently insured for general liability and worker’s compensation risks
through a third party insurance company, which insurance covers claims made
against Company.


(f)                                    Company
has promptly and adequately notified the insurance carriers of any and all
claims known with respect to the operations, products or services of Company
for which Company is insured and no insurance carrier has denied coverage or
reserved its rights with respect to such claims.  Company and 
has  not been refused any
insurance coverage by any



 29
 









insurance carrier to
which they, individually or collectively, have applied for insurance during the
past three (3) years.


3.23.                     Brokers.  Except for the engagement of Covington
Associates of Boston, Massachusetts by Seller, Company, has not otherwise
employed or engaged any broker, finder, agent, banker or third party, nor has
it otherwise dealt with anyone purporting to act in the capacity of a finder or
broker in connection with the transactions contemplated hereby.  No commissions, finder’s fees or like charges
have been or will be incurred by Company in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby.  Any such commissions, finders’
fees or like charges shall be directly chargeable to and will be paid by Seller
as contemplated by the terms of this Agreement.


3.24.                     Environmental
Matters.  Except as may be set forth
in Schedule 3.24 and as set forth in the information contained in
the site surveys and the environmental reports listed in Schedule 3.24,
copies of which have been provided to Purchaser, and except as would not have a
Material Adverse Effect: (i) Company has transported, stored, and/or disposed
of Hazardous Materials handled by Company in a manner that is reasonably
necessary for the conduct of the Business and in material compliance with
Environmental Laws, (ii) to Seller’s Knowledge, the Real Estate, during its use
by the  Company has not been used, as a
landfill, dump or other disposal, storage, transfer, treating or handling area
for any Hazardous Materials, except for such storage or handling of Hazardous
Materials as is reasonably necessary for the conduct of the Business and in
material compliance with Environmental Laws, (iii) to Seller’s Knowledge, no
asbestos, polychlorinated biphenyls, or urea formaldehyde has been placed,
stored, located, or disposed on the Real Estate, (iv) Company has not agreed to
assume and, to Seller’s Knowledge, has not assumed by operation of law, any
environmental Liability of any other Person, including, but not limited to,
environmental Liabilities under CERCLA or SARA, and (v) Company has obtained
and complied in all material respects with, and is in material compliance with,
all Environmental Permits necessary or required for the operation of the
Business, said Environmental Permits are in full force and effect, and to
Seller’s Knowledge there are no Proceedings pending or Threatened to revoke or
limit any thereof.  Except as may be set
forth in Schedule 3.24 hereto, the Real Estate is not listed on the
National Priorities List, the Comprehensive Environmental Response Compensation
and Liability Information System, the Resource Conservation and Recovery
Information System or any other governmental list of potentially contaminated
properties.


3.25.                     Debt.  Schedule 3.25 is a true, correct
and complete list of all mortgages, indentures, notes, guarantees and other obligations
for or relating to borrowed money, or purchase money debt (including
conditional sales contracts, capital leases and all letters of credit whether
or not such letters of credit have been drawn against) for which Company is
primarily or secondarily obligated.


3.26.                     Customers and
Suppliers.


(a)                                  Schedule 3.26(a)
contains a true and complete list of the fifteen (15) largest customers of  Company in order of dollar volume of services
provided during its last full fiscal year showing the total services provided
in dollar volume to each such customer during such period.



 30















(b)                                 Schedule 3.26(b)
contains a true and complete list of the fifteen (15) largest suppliers of
Company in order of dollar volume of purchases during its last full fiscal year
showing the total of purchases in dollars to each such supplier during such
period.


(c)                                  Except
as set forth on Schedule 3.26(c):


(i)                                     There
has not been any Material Adverse Change and, to Seller’s Knowledge, there are
no facts which may reasonably be expected to indicate that any Material Adverse
Change may occur in the business relationship of Company with any customer or
supplier listed on Schedule 3.26(a) or Schedule 3.26(b).


(ii)                                  Company
is not engaged in any material disputes with any customers or suppliers listed
or to be listed on Schedules 3.26(a) or 3.26(b) and the  Company has no reason to believe that any
such customer or supplier intends to discontinue or adversely modify its
relationship with Company after the Closing Date.  In addition, to Seller’s Knowledge, no
customer listed or to be listed on Schedule 3.26(a) of the Disclosure
Schedule is materially dissatisfied with its services.  During the two-year period prior to the
date hereof Company has not granted any rebate to any customer listed or to be
listed on Schedule 3.26(a) of the Disclosure Schedule other than in the Ordinary
Course of Business consistent with past practice.


3.27.                     Seller Loans.  Except as set forth in Schedule 3.27,
there are no loans, advances or other obligations for borrowed money owing by
Company.


3.28.                     Adequacy of
Properties.  Company owns, leases or
otherwise has adequate rights to use the tangible and intangible personal
property necessary for the conduct of their Business in the manner in which
such Business is presently being conducted with no material conflict with or
infringement of the rights of others such that the absence of such ownership or
rights could not reasonably be expected to have a Material Adverse Effect.


3.29.                     Related Party
Transactions.  Except as disclosed in
Schedule 3.29 hereto, no Person who is an officer, director or
shareholder in Company (either directly or indirectly), or a member of any such
officer’s, director’s or shareholder’s immediate family,  has, directly or indirectly:  (a) any financial interest in any Contract
with Company, except as an owner of Company or for compensation for services as
an officer, employee or director of Company ; (b) any interest in any real or
personal property used in Company’s 
business, except for the normal rights of a shareholder; or (c) any
interest in (i) any Person which purchases from or sells, licenses or furnishes
to Company any goods, property, technology or intellectual or other property
rights or services or (ii) any third-party Contract to which Company or  is a party or by which Company may be
bound.  There are no loans, advances or
other obligations for borrowed money (i) from Seller, on the one hand, to
Company, on the other hand, or (ii) from Company, on the one hand, to Seller,
on the other hand.


3.30.                     Permits.  Schedule 3.30 contains a complete
listing and summary description of all Permits held by Company.  Except as set forth on Schedule 3.30,
Company holds all of the Permits that are necessary or appropriate to own and
operate its Business as presently conducted, including, without limitation, all
Permits required under any Applicable Laws and each such



 31
 









Permit is, and after the
Closing shall be, in full force and effect. 
Company is in compliance with the terms and conditions of the Permits
set forth on Schedule 3.30, and Company has not received any
notices that Company is in violation of any of the terms or conditions of such
Permits.  There are no proceedings
pending or, to Seller’s Knowledge, Threatened which may result in the
revocation, cancellation, suspension or modification of the Permits set forth
on Schedule 3.30, and Seller does not have any Knowledge of any
basis therefore; and the consummation of the contemplated transactions hereby
will not result in any such revocation, cancellation, suspension or
modification nor require Company, or Purchaser to make any filing or take any
action in order to maintain the validity of any item listed on Schedule 3.30.


3.31.                     Warranty and
Product Liability Claims.  Except as
disclosed on Schedule 3.31: 
(a) Company has not made any express warranties and guaranties with
respect to any products manufactured or sold or services rendered in the
operation of the Business, and (b) no claims have been asserted during the past
three (3) years that any product of Company was defective or caused any injury
or harm to any person or property, including all such claims relating to
returns, express or implied warranty violations, failure to warn or similar
matters.


3.32.                     Defective
Products.  Except as disclosed on Schedule 3.32,
and other than returns in the Ordinary Course of Business, Company has not
manufactured or sold any products which were at the time they were manufactured
or sold, faulty or defective or did not comply with warranties or
representations expressly made or implied by or on behalf of Company.


3.33.                     Absence of
Undisclosed Liabilities.   The 
Company does not have  any
liabilities, losses or obligations of any nature (whether absolute, known or
unknown, accrued, fixed, contingent, liquidated, unliquidated, due or to become
due, or otherwise), except for (i) Liabilities included or reflected in Company’s
financial statements and adequately reserved against therein in accordance with
GAAP consistently applied, or (ii) Liabilities or performance obligations
arising subsequent to the date of the Balance Sheet in the Ordinary Course of
Business (and not as a result of a breach or default by Company ) out of or
under agreements, Contracts, leases, arrangements or commitments to which
Company is a party.


3.34.                     Closing Date.  All of the representations and warranties of
Seller contained in this Article 3 and elsewhere in this Agreement and all
information delivered in any schedule or in any certificate delivered by Seller
to Purchaser are true and correct on the Closing Date.


3.35.                     Settlement.  Seller represents and warrants that, as
of the Closing Date, there is in effect a Settlement Stipulation by and among
Anita A Honkanen, as Executrix of the Estate of George P. Honkanen, Seller and
Company resolving all issues being litigated in Civil Action No. 00-3656 in the
Superior Court Department of the Trial Court for the County of Middlesex,
Commonwealth of Massachusetts (the “Estate Litigation”).  Seller further represents and warrants that
no other litigation involving the claims and/or facts at issue in the Estate
Litigation has been brought or is currently ongoing, and that no other written
agreement respecting the subject matter of the Estate Litigation is in effect.


3.36.                     Representations
and Warranties.  No representation or
warranty by Seller included in this Agreement, to Seller’s Knowledge, contains
any untrue statement of a material



 32
 









fact or omits any
material fact necessary to make the information contained herein not
misleading.


3.37.                     Assignability
of Representations and Warranties. 
In the event Purchaser sells or otherwise transfers TNCO, Inc. to
another entity owned or controlled by Purchaser within Company’s current fiscal
year each of the warranties and representations in this Article 3 of this
Agreement shall be deemed, as applicable, to be assigned to such transferee.


ARTICLE 4



COVENANTS OF SELLER


4.1.                            Further
Assurances.  Seller hereto shall from
time to time after the Closing Date execute and deliver such additional
instruments and documents, as Purchaser may reasonably request.  Without limiting the foregoing, Seller specifically
agrees to take any and all actions necessary under applicable law to ensure
that Company has  full use of and rights
in the Intellectual Property set forth on Schedule 3.13 following
consummation of the transactions contemplated by this Agreement.  Seller also agrees to execute all papers and
to give such testimony and to perform such other acts as said Purchaser or
affiliates may require to enable it or them to procure any continuations,
divisionals, reissues or trademarks, in the United States of America and/or in
any foreign country, and/or to hold, enforce or convey said Intellectual
Property.


4.2.                            Non-Solicitation
of Employees.  Seller agrees that for
a period commencing on the Closing Date and expiring on the fifth anniversary
of the Closing Date, Seller will not, without the written consent of Purchaser,
directly or indirectly, for his own account or on behalf of any other Person,
(i) hire any person who is an officer or employee of Company or (ii) induce or
attempt to induce any such officer or employee of Company to leave his or her
employment with Company.


4.3.                            Non-Solicitation
or Interference with Customers and Suppliers.  Seller agrees that for the period commencing
on the Closing Date and expiring on the fifth anniversary of the Closing Date,
Seller will not,  without the written
consent of Purchaser, directly or indirectly, for his own account or on behalf
of any other Person, solicit, accept orders from, divert, take away or attempt
to take away any of the customers or suppliers of Company or the business or
patronage of any such customers or suppliers or in any way interfere with,
disrupt or attempt to disrupt any then existing relationships between Company,
on the one hand, and any of its customers or suppliers or other Persons with whom
it deals, on the other.


4.4.                            Non-Disclosure
and Non-Competition.  Seller will
enter into a five year Non-Disclosure and Non-Competition Agreement to be
executed and delivered at Closing (“Non-Competition Agreement”).


4.5.                            Confidential
Information; Non-Disparagement. 
Seller shall not at any time use or disclose to or for the benefit of
any Person (including Seller) other than Purchaser and Company, any
information, knowledge or data relating to the Business of Purchaser, Company
(including, without limitation, information relating to accounts, financial
dealings, transactions,



 33
 









recipes, formulae,
know-how, distribution methods, intangibles, customer lists, pricing lists,
processes, plans, proposals and trade secrets) whether or not marked or
otherwise identified as confidential or secret. 
Seller shall not, directly or indirectly, make any statements or take
any actions which in any way disparage or which could reasonably be expected to
harm the reputation and/or goodwill of Purchaser.


4.6.                            Acknowledgments.  Seller acknowledges that, in view of the
nature of the business of Company and the business objectives of Purchaser in
entering into this Agreement and the contemplated transactions, the
restrictions contained in this Article 4 are reasonably necessary to
protect the legitimate business interests of Purchaser and that any violation
of such restrictions will result in irreparable injury to Purchaser and Company
for which damages will not be an adequate remedy.  Seller therefore acknowledges that, if any such
restrictions are violated, Purchaser and Company shall be entitled to
preliminary and injunctive relief against Seller as well as to an equitable
accounting of earnings, profits and other benefits arising from such violation.


ARTICLE 5



REPRESENTATIONS AND WARRANTIES OF PURCHASER


As an inducement
for Seller to enter into this Agreement and to consummate the transactions
contemplated hereby, Purchaser represents and warrants to Seller that each and
all of the following representations and warranties are true and correct as of
the date of this Agreement.  The
Schedules shall be arranged in paragraphs corresponding to the sections and
subsections contained in this Article 5.


5.1.                            Organization.  Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite power and authority, corporate and otherwise, to own,
operate and lease its properties and assets and to conduct its business as it
is now being conducted.


5.2.                            Due
Authorization.  The execution,
delivery and performance of this Agreement and the Ancillary Documents to be
executed and delivered by Purchaser pursuant to this Agreement, and the
consummation of the transactions contemplated hereby and thereby have been duly
and validly authorized by all necessary corporate action on the part of
Purchaser.  This Agreement and the
Ancillary Documents have been, or will be on or before the Closing Date, duly
and validly authorized, executed and delivered by Purchaser and the obligations
of Purchaser hereunder and thereunder are or will be, upon such execution and
delivery, valid, legally binding and enforceable against Purchaser in
accordance with their respective terms.


5.3.                            No
Breach.  Purchaser has full power and
authority, corporate and otherwise, to purchase the Shares being purchased
hereunder and to otherwise perform its obligations under this Agreement and the
Ancillary Documents to be executed and delivered by Purchaser pursuant
hereto.  The execution and delivery of
this Agreement and the Ancillary Documents to be executed and delivered by
Purchaser pursuant to this Agreement, and the consummation of the transactions
contemplated hereby and thereby will not: 
(i) violate any provision of the Certificate of Incorporation or
Bylaws (or comparable governing documents or instruments) of



 34
 









Purchaser,
(ii) violate any Applicable Laws or Injunction applicable to Purchaser,
(iii) other than filings and approvals required to comply with Applicable
Laws, including applicable requirements of any Governmental Body, require any
filing with, authorization, consent or approval of, or the giving of any notice
to, any Person, (iv) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give
another party any rights of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, franchise, lease or other Contract to which Purchaser is a
party, or by which it or any of its assets or properties may be bound.


5.4.                            Investment
Representations.  Purchaser
understands that the Shares have  not
been registered under the Securities Act of 1933, as amended, or under the
securities laws of any jurisdiction, by reason of reliance upon certain
exemptions.


5.5.                            Brokers.  Neither Purchaser nor its respective
Affiliates has employed or engaged any broker, finder, agent, banker or third
party, nor have they otherwise dealt with anyone purporting to act in the
capacity of a finder or broker in connection with the transactions contemplated
hereby.  Any such commissions, finders’
fees or like charges so claimed shall be directly chargeable to and will be
paid by Purchaser, subject to Purchaser’s right to contest any such claim.


5.6.                            Securities
and Exchange Commission and State or Other Securities Filing Requirements.  Except as set forth on Schedule 5.6
hereto, Purchaser is not required to file any pre-acquisition notifications
either with the United States Securities and Exchange Commission, any State or
local governmental agencies, or with any securities exchange.  If, however, any such filing is listed on Schedule 5.6,
or is found to be required hereafter, Purchaser shall pay all costs incurred in
connection with said filing, including any filing fees, late filing penalties,
and reasonable attorneys fees incurred by either Seller or Purchaser; and
Purchaser will undertake to make any such required filing in a timely manner so
as not to delay the scheduled Closing Date.


ARTICLE 6



INDEMNIFICATION


6.1.                            Survival of Representations
and Warranties.


(a)                                  Representations and Warranties of
Seller.  Except as noted
in section 6.1(b) below each of the representations and warranties of Seller
contained in this Agreement and in any Ancillary Documents delivered by or on
behalf of Seller hereto pursuant to this Agreement and the transactions
contemplated hereby shall survive the Closing of the transactions contemplated
hereby for a period of two (2) years after the Closing Date, or longer as expressly
specified below (such period, whether determined under 6.1(a) or 6.1(b), the “Survival
Period”).


(b)                                 The
representations and warranties in Sections 3.1, 3.2, 3.3 and 3.4 shall have no
expiration; (ii) the representations and warranties in Section 3.8 shall
survive until sixty (60) days after expiration of the applicable statute of
limitations; and (iii) the representations and warranties in Section 3.24 shall
survive for a period of nine (9) years following the Closing.



 35
 









(c)                                  Representations and Warranties of
Purchaser.  The
representations and warranties of Purchaser in this Agreement will survive the
Closing for two (2) years.


(d)                                 Covenants.  All covenants of the parties will survive
until terminated in accordance with their respective terms.


(e)                                  Certain Definitions.  The term “Damages” means any and all damages,
losses, claims (including Taxes), expenses, costs, fines, consultant, expert,
attorney and professional fees, interest, penalties, special and punitive
damages including incidental or consequential damages; and with respect to
indemnification for breach of the representations and warranties in Section
3.24 (Environmental Representations), “Damages” shall mean such liabilities as
referenced above arising out of or in connection with investigation of site
conditions or any cleanup, remedial, removal or restoration work, or any
diminution in value or natural resource damage caused by: (i) the presence of
Hazardous Materials or (ii) any violation of Environmental Laws causing
physical injury to persons or property. “Damages” also shall include costs
incurred arising from such claims, actions, suits, demands, assessments,
investigations, judgments, penalties, fines, awards, arbitrations or other
proceedings, together with reasonable attorneys’ fees and expenses.  The term “Purchaser Indemnitees” means
Purchaser, Purchaser’s successors and assigns, and any present or future
officer, director, partner, member, employee, agent, Affiliate, subsidiary,
shareholder or representative of each such party.  The term “Seller Indemnitees” means Seller
and any present or future successor, assign or representative of Seller.


(f)                                    The
right to indemnification or payment of Damages will not be affected adversely
by any investigation by any party or any knowledge acquired at any time with
respect to the accuracy or inaccuracy of or compliance with, any
representation, warranty, covenant, or obligation, except for the Environmental
Representations, unless any such investigation was the result of a request or
directive by a Governmental Body or was reasonably required by a prospective
purchaser or lender.


6.2.                            Indemnification by Seller.


Subject to the
provisions of Section 6.1 above and Section 6.3 below, Seller will indemnify
and hold harmless Purchaser from and against any and all Damages directly
incurred, paid or accrued in connection with or resulting from or and arising
out of:


(a)                                  the
breach or inaccuracy of any representation or warranty of Seller  contained in this Agreement or any Ancillary
Document executed by Seller  pursuant
hereto or thereto or in any certificate delivered to Purchaser pursuant to
Section 2.6 above;


(b)                                 the
breach or violation of any covenant or other obligation of Seller under this
Agreement or any Ancillary Document executed by Seller pursuant hereto or
thereto;


(c)                                  all
Taxes not properly paid or accrued for by Company as of the Closing Date;


(d)                                 (A) the
violation by Company or its predecessor (which shall include any Person whose
liabilities, including, without limitation, liabilities arising under any



 36
 









Environmental Laws, have or may have been retained or assumed by
Company, either contractually or by operation of law) of any Environmental Laws
prior to the Closing Date or (B) the presence or release of any Hazardous
Materials at any property, present at the property on or prior to the Closing
Date, including, without limitation, any property owned, leased or operated by
Company or its predecessor prior to the Closing Date, in each case regardless
of whether such violation of Environmental Laws or presence or Release of
Hazardous Materials is described or referenced on Schedule 3.24
hereto;


(e)                                  Damages
or losses incurred for the items set forth in Schedule 3.6;  Schedule 3.7; Schedule 3.8;
Schedule 3.21; Schedule 3.24; and Schedule 3.31; and


(f)                                    Damages
or losses incurred relating to the following:


(i)                     Reinstatement
of Patent Number 5,344,428, as referenced in Schedule 3.13;


(ii)                  Epicor End User
License Agreement and the related license fees shown on Schedule 3.2(b);


(iii)               Vantage Software
Agreement;


(iv)              MasterCam Software
Agreement;


(v)                 Microsoft Open
License Value Agreement; and


(vi)              Oral Agreements
between Seller and Dr. Charles Ferguson and Dr. Stanley Ashley, as referenced
in Schedule 3.15(k).


6.3.                            Limitations on Seller’s
Indemnification Liability.


(a)                                  Threshold for Bringing Claims
Against Seller.  If
Purchaser seeks indemnification for matters identified in Section 6.2(a), the
indemnification by Seller will not apply unless and until the aggregate Damages
for all claims exceeds $ 50,000 (the “Indemnification Threshold”). Once the
Indemnification Threshold has been reached (and subject to the provisions of
Section 6.3(b) below), Seller will indemnify Purchaser for the full amount of
such aggregate Damages exceeding the Indemnification Threshold.


(b)                                 Limitation of Aggregate Amount of
Seller’s Liability.


(i)                                     Except
as set forth in subsections 6.3(b)(ii), (iii), (iv), and (v) below, the total
cumulative amount of Damages for which Seller shall be liable to Purchaser
under Section 6.2(a) or Applicable Laws, including, without limitation,
Environmental Laws shall not exceed $1,880,000;


(ii)                                  Notwithstanding
Section 6.3(b)(i) above, there shall not be any limitation on the Damages
resulting from or arising out of any breach of the representations and warranties
contained in Sections 3.1; 3.2; 3.3; 3.4; 3.8; 3.21; and 3.31;



 37
 









(iii)                               Notwithstanding Section
6.3(b)(i) above, there shall not be any limitation on the Damages resulting
from or arising out of any intentional misstatement or misrepresentation, or fraudulent
act;


(iv)                              Notwithstanding
Section 6.3(b)(i) above, there shall not be any limitation on the Damages
resulting from or arising out of or relating to the matters described in Schedule 3.6
or Schedule 3.7; and


(v)                                 Notwithstanding
Section 6.3(b)(i) above, there shall not be any limitation on the Damages
resulting from or arising out of or relating to the matters described Section
6.2(f).


 (c)                               Escrowed Funds. The
initial source for Purchaser’s claims shall be the Escrowed Funds.  The amount of any Damages for which Purchaser
is entitled to be indemnified under Section 6.2 of this Agreement shall be
released from the Escrowed Funds pursuant to the terms of the Purchase Price
Escrow Agreement; provided, however, that if the amount of Damages for which Purchaser
is entitled to be indemnified under Section 6.2 exceeds the amount then in the
Escrowed Funds, Seller shall be responsible for all such excess amounts subject
to the limitations set forth in this Section 6.3.


(d)                                 Time Limit for Claims against Seller.  No Claim for indemnification for matters
identified in Section 6.2 may be asserted or brought by Purchaser against
Seller after the applicable Survival Period has expired; provided, however,
that any such Claim asserted by written notice prior to expiration of the
applicable Survival Period may be prosecuted until its conclusion, which may be
after the applicable Survival Period expires.


(e)                                  Insurance.  Damages in respect of which Seller is
required to indemnify Purchaser under this Agreement shall be (i) reduced by an
amount equal to the insurance proceeds paid to or realized by Purchaser with
respect to any Claim giving rise to Damages under this Agreement, and (ii)
increased by an amount equal to the sum of the reasonable out-of-pocket costs
incurred by Purchaser in its pursuit of such insurance proceeds plus all other
costs incurred by Purchaser as a result of any such insurance, including, but
not limited to, retroactive premium adjustments, experience-based premium
adjustments (whether retroactive or prospective for the duration of the
indemnification period only) and indemnification or surety obligations of
Purchaser to any insurer.


6.4.                            Indemnification
by Purchaser.  Purchaser shall
indemnify and hold Seller and his successors and assigns, harmless from,
against and in respect of any and all Damages incurred, paid or accrued in
connection with or resulting from or arising out of:


(a)                                  the
breach or inaccuracy of any representation or warranty made by Purchaser in
this Agreement and the Ancillary Documents to be executed and delivered by
Purchaser pursuant hereto and thereto; or


(b)                                 the
breach or violation of any covenant or other obligation of Purchaser under this
Agreement or any Ancillary Document executed by Purchaser or its
representatives pursuant hereto or thereto.



 38
 









6.5.                            Procedure for
Indemnification.


(a)                                  In
the event a party intends to seek indemnification pursuant to the provisions of
Sections 6.2 or 6.4 hereof (the “Indemnified Party”), the Indemnified
Party shall promptly give notice hereunder to the other party (the “Indemnifying
Party”) of a claim and such other information the Indemnified Party may have
relating to the underlying basis for the claim, or after obtaining written
notice of any claim, investigation, or the service of a summons or other
initial or continuing legal or administrative process or Proceeding in any
action instituted against the Indemnified Party as to which recovery or other
action may be sought against the Indemnified Party because of the
indemnification provided for in Section 6.2 or 6.4 hereof, and, if such
indemnity shall arise from the claim of a third party, the Indemnified Party
shall permit the Indemnifying Party to assume the defense of any such claim and
any litigation resulting from such claim; provided, however, that the
Indemnified Party shall not be required to permit such an assumption of the
defense of any claim or Proceeding which, if not first paid, discharged or
otherwise complied with, would result in a material interruption or disruption
of the business of the Indemnified Party, or any material part thereof.  Notwithstanding the foregoing, the right to
indemnification hereunder shall not be affected by any failure of the
Indemnified Party to give such notice (or by delay by the Indemnified Party in
giving such notice) unless, and then only to the extent that, the rights and
remedies of the Indemnifying Party shall have been prejudiced as a result of
the failure to give, or delay in giving, such notice.  Failure by the Indemnifying Party to notify
the Indemnified Party of its election to defend any such claim or action by a
third party within thirty (30) days after written notice thereof shall have
been given to and acknowledged by the Indemnifying Party shall be deemed a
waiver by the Indemnifying Party of its right to defend such claim or action.


(b)                                 If
the Indemnifying Party assumes the defense of such claim, investigation or
Proceeding resulting therefrom, the obligations of the Indemnifying Party
hereunder as to such claim, investigation or Proceeding shall include taking
all steps necessary in the defense or settlement of such claim, investigation
or Proceeding and holding the Indemnified Party harmless from and against any
and all losses arising from, in connection with or incident to any settlement
approved by the Indemnifying Party or any judgment entered in connection with
such claim, investigation or Proceeding, except where, and only to the extent
that, the Indemnifying Party has been prejudiced by the actions or omissions of
the Indemnified Party.  The Indemnifying
Party shall not, in the defense of such claim or any Proceeding resulting
therefrom, consent to entry of any judgment (other than a judgment of dismissal
on the merits without costs) except with the written consent of the Indemnified
Party (which consent shall not be unreasonably withheld, delayed or
conditioned) or enter into any settlement (except with the written consent of
the Indemnified Party, which consent shall not be unreasonably withheld,
delayed or conditioned) unless (i) there is no finding or admission of any
violation of Applicable Law and no material effect on any claims that could
reasonably be expected to be made by or against the Indemnified Party,
(ii) the sole relief provided is monetary damages that are paid in full
for losses which are or may be properly applied against the Indemnification
Threshold, and (iii) the settlement shall include the giving by the
claimant or the plaintiff to the Indemnified Party a release from all Liability
in respect to such claim or litigation.


(c)                                  If
the Indemnifying Party assumes the defense of such claim, investigation or
Proceeding resulting therefrom, the Indemnified Party shall be entitled to
participate in the



 39
 









defense of the
claim.  The Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it to participate
in its defense unless any of the following shall apply: (i) the employment
of such counsel shall have been authorized in writing by the Indemnifying
Party, or (ii) the Indemnifying Party’s legal counsel shall advise the
Indemnifying Party in writing, with a copy to the Indemnified Party, that there
is a conflict of interest that would make it inappropriate under applicable
standards of professional conduct to have common counsel.  If clause (i) or (ii) in the immediately
preceding sentence is applicable, then the Indemnified Party may employ
separate counsel at the expense of the Indemnifying Party to represent the
Indemnified Party, but in no event shall the Indemnifying Party be obligated to
pay the costs and expenses of more than one such separate counsel for any one
complaint, claim, action or Proceeding in any one jurisdiction.


(d)                                 If
the Indemnifying Party does not assume the defense of any such claim by a third
party or litigation resulting therefrom after receipt and acknowledgment by it
of written notice from the Indemnified Party, the Indemnified Party may defend
against such claim or litigation in such manner as it reasonably deems
appropriate, and unless the Indemnifying Party shall deposit with the
Indemnified Party a sum equivalent to the total amount demanded in such claim
or litigation plus the Indemnified Party’s estimate of the cost (including
attorneys’ fees) of defending the same, the Indemnified Party may settle such
claim or Proceeding on such terms as it may reasonably deem appropriate and the
Indemnifying Party shall, subject to its defenses and the applicability of any
remaining Indemnification Threshold balance amount provided for in
Section 6.3 hereof, promptly reimburse the Indemnified Party for the
amount of such settlement and for all reasonable costs (including attorneys’
fees), expenses and damages incurred by the Indemnified Party in connection
with the defense against or settlement of such claim, investigation or litigation,
or if any such claim or litigation is not so settled, the Indemnifying Party
shall, subject to its defenses and the applicability of any remaining
Indemnification Threshold balance provided for in Section 6.3 hereof,
promptly reimburse the Indemnified Party for the amount of any final
nonappealable judgment rendered with respect to any claim by a third party in
such litigation and for all costs (including attorneys’ fees), expenses and
damage incurred by the Indemnified Party in connection with the defense against
such claim or litigation, whether or not resulting from, arising out of, or
incurred with respect to, the act of a third party.


(e)                                  Each
party shall cooperate in good faith and in all respects with each Indemnifying
Party and its representatives (including without limitation its counsel) in the
investigation, negotiation, settlement, trial and/or defense of any Proceedings
(and any appeal arising therefrom) or any claim.  The parties shall cooperate with each other
in any notifications to and information requests of any insurers.  No individual representative of any Person,
or their respective Affiliates shall be personally liable for any loss or
losses under this Agreement, except as specifically agreed to by said
individual representative.


6.6.                            Dispute
Resolution.  In the event a dispute
arises under this Agreement, except with respect to equitable remedies pursued
under this Agreement, any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules except as modified by this section 6.6 (an “Arbitration”),
with any hearing to be conducted in Fort Wayne, Indiana, subject to the
following further provisions:



 40
 









(a)                                  Disputes Covered.  The agreement of the parties to arbitrate
covers all disputes of every kind relating to or arising out of this Agreement,
and related agreement or any of the contemplated transactions.  Disputes include actions for breach of
contract with respect to this Agreement or the related agreement, as well as
any claim based upon tort or any other causes of action relating to the
contemplated transactions, such as claims based upon an allegation of fraud or
misrepresentation and claims based upon a federal or state statute.  In addition, the arbitrators selected
according to procedures set forth below shall determine the arbitrability of
any matter brought to them, and their decision shall be final and binding on
the parties.


(b)                                 Selection.  There shall be three arbitrators, unless the
parties are able to agree on a single arbitrator.  The parties shall make every reasonable
effort to select a single arbitrator, qualified by professional expertise and
experience, to determine any claim of damages for less than U.S. One Million
Dollars.  In the absence of such
agreement within ten (10) days after the initiation of an arbitration
proceeding, Seller shall select one arbitrator and Purchaser shall select one
arbitrator, and those two arbitrators shall then select, within ten (10) days,
a third arbitrator from the commercial panel of the American Arbitration
Association.  The decision in writing
agreed to by at least two of the three arbitrators shall be final and binding
upon the parties.


(c)                                  Administration.  The Arbitration shall be administered by the
American Arbitration Association.


(d)                                 Rules.  The rules of arbitration shall be the
Commercial Arbitration Rules of the American Arbitration Association, as
modified by any other instructions that the parties may agree upon at the time
or as set forth within this section 6.6. 
The parties shall accept the application of the so-called fast track
rules where applicable.


(e)                                  Substantive Law.  The arbitrators shall be bound by and shall
strictly enforce the terms of this Agreement and may not limit, expand or
otherwise modify its terms.  The
arbitrators shall make a good faith effort to apply substantive applicable law,
but an arbitration decisions shall not be subject to review because of errors
of law.  The arbitrators shall be bound
to honor all claims of privilege or work-product doctrine recognized at law.


(f)                                    Decision.  The arbitrators’ decision shall provide a
reasoned basis for the resolution’ of each dispute and for any award.  The arbitrators shall not have power to award
damages in connection with any dispute in excess of damages permitted by this
Agreement and shall not multiply actual damages.


(g)                                 Expenses.  Each party shall bear its own fees and
expenses with respect to the arbitration and any proceeding related thereto and
the parties shall share equally the fees and expenses of the American
Arbitration Association and the arbitrators.


(h)                                 Remedies; Award.  The arbitrators shall have power and
authority to award any remedy or judgment that could be awarded by a court of
law in Massachusetts.  The award rendered
by arbitration shall be final and binding upon the parties, and judgment upon
the award may be entered in any court of competent jurisdiction in the United
States.



 41
 









ARTICLE 7



TAX MATTERS


The following
provisions shall govern the allocation of responsibility as between Purchaser
and Seller for certain Tax matters following the Closing Date:


7.1.                            Tax Returns.


(a)                                  Purchaser
and Seller agree to take all action required, or cause Company to take the
required action, to elect under Code section 1377(a)(2) to make an interim
closing of Company’s books and treat the taxable year of sale as two separate
tax years, the first ending as of the Closing Date.


(b)                                 Seller
has the exclusive authority and obligation to prepare, execute on behalf of
Company and timely file, or cause to be prepared and timely filed, all Tax
Returns of Company that are due with respect to any taxable year or other
taxable period ending prior to the Closing Date.  Except as provided in Section 7.6, such
authority shall include, but not be limited to, the determination of the manner
in which any items of income, gain, deduction, loss or credit arising out of
the income, properties and operations of Company shall be reported or disclosed
in such Tax Returns; provided, however, that such Tax Returns shall be prepared
by treating items on such Tax Returns in a manner consistent with the past
practices with respect to such items and in a manner consistent  and in good faith compliance with all
applicable IRS regulations.


(c)                                  Except
as provided in Section 7.1(a), Purchaser shall have the exclusive
authority and obligation to prepare, execute on behalf of Company and timely
file, or cause to be prepared and timely filed, all Tax Returns of Company that
are due with respect to any taxable year or other taxable period ending after
the Closing Date; provided, however, with respect to Tax Returns to be filed by
Purchaser pursuant to this Section 7.1 for taxable periods beginning
before the Closing Date and ending after the Closing Date, items set forth on
such Tax Returns shall be treated in a manner consistent with the past
practices with respect to such items. 
Except as provided in Section 7.6, such authority shall include, but not
be limited to, the determination of the manner in which any items of income,
gain, deduction, loss or credit arising out of the income, properties and
operations of Company shall be reported or disclosed on such Tax Returns.


7.2.                            Controversies.


(a)                                  Purchaser
shall promptly notify Seller in writing upon receipt by Purchaser or any
Affiliate of Purchaser (including Company after the Closing Date) of written
notice of any inquiries, claims, assessments, audits or similar events with
respect to Taxes relating to a taxable period ending prior to the Closing Date
for which Seller may be liable under this Agreement (any such inquiry, claim,
assessment, audit or similar event, a “Tax Matter”).  Seller, at its sole expense, shall have the
authority to represent the interests of Company with respect to any Tax Matter
before the IRS, any other taxing authority, any other Governmental Body or
authority or



 42
 









any court and shall have
the sole right to control the defense, compromise or other resolution of any
Tax Matter, including responding to inquiries, filing Tax Returns and
contesting, defending against and resolving any assessment for additional Taxes
or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a
Tax Matter.  Neither Purchaser nor any of
its Affiliates shall enter into any settlement of or otherwise compromise any
Tax Matter that affects or may affect the Tax Liability of Seller or Company
for any period ending after the Closing Date, which includes a portion of a
period beginning before the Closing Date and ending after the Closing Date (the
“Overlap Period”), without the prior written consent of Seller, which consent
shall not be unreasonably withheld, delayed or conditioned.  The parties hereto shall keep the other fully
and timely informed with respect to the commencement, status and nature of any
Tax Matter.


(b)                                 Except
as otherwise provided in this Section 7.2, Purchaser shall have the sole
right to control any audit or examination by any taxing authority, initiate any
claim for refund or amend any Tax Return, and contest, resolve and defend
against any assessment for additional Taxes, notice of Tax deficiency or other
adjustment of Taxes of, or relating to, the income, assets or operations of
Company for all taxable periods; provided, however, that Purchaser shall not,
and shall cause its Affiliates (including Company) not to, enter into any
settlement of any contest or otherwise compromise any issue with respect to the
portion of the Overlap Period ending on or prior to the Closing Date without
the prior written consent of Seller, which consent shall not be unreasonably
withheld, delayed or conditioned.


7.3.                            Transfer
Taxes.  All transfer, documentary,
stamp, registration, sales and use and similar Taxes and fees (including all penalties
and interest) imposed in connection with the sale of the Stock or any other
transaction that occurs pursuant to this Agreement shall be the obligation of
Seller.


7.4.                            Post-Closing
Access and Cooperation.  From and
after the Closing Date, Purchaser agrees, and agrees to cause Company, to
permit Seller and its representatives to have reasonable access, during normal
business hours, to the books and records of Company, to the extent that such
books and records relate to a Pre-Closing Period, and personnel, for the
purpose of enabling Seller to: 
(i) prepare Tax Returns, (ii) investigate or contest any Tax
Matter which Seller has the authority to conduct (iii) evaluate any claim
for indemnification, and (iv) prepare Seller’ and  financial statements.


7.5.                            §338(h)(10)
Election.  At Purchaser’s option,
Seller shall join with Purchaser in making an election under Code §338(h)(10)
(and any corresponding election under state or local tax law) with respect to
the purchase and sale of the Stock hereunder (collectively, a “§338(h)(10)
Election”).


7.6                               Purchase
Price Allocation.  If Purchaser
chooses to make a §338(h)(10) Election, then Purchaser,
Company and Seller agree that the Final Purchase Price and the liabilities of
Company will be allocated to the assets of Company for all purposes (including
Tax and financial accounting) as shown on the Allocation Schedule to be
attached hereto as Schedule 7.6 within one hundred and eighty (180)
days following the Closing Date. Purchaser, Company and Seller shall file all Tax
Returns (including amended returns and claims for refund) and information
reports in a manner consistent with the Allocation Schedule.



 43














ARTICLE 8



PERFORMANCE FOLLOWING THE CLOSING DATE


The following
covenants and agreements are to be performed after the Closing by the parties
and shall continue in effect for the periods respectively indicated or, where
no indication is made, until performed:


8.1.                            Further
Acts and Assurances.  The parties
agree that, at any time and from time to time, on and after the Closing Date,
upon the reasonable request of the other party, they will do or cause to be
done all such further acts and things and execute, acknowledge and deliver, or
cause to be executed, acknowledged and delivered any and all papers, documents,
instruments, agreements, assignments, transfers, assurances and conveyances as
may be necessary or desirable to carry out and give effect to the provisions
and intent of this Agreement.  In
addition, from and after the Closing Date, Purchaser will afford to Seller and
its attorneys, accountants and other representatives access, during normal
business hours, to such personnel, books and records relating to Company as may
reasonably be required in connection with the preparation of financial
information or the filing of Tax Returns and will cooperate in all reasonable
respects in connection with claims and Proceeding asserted by or against third
parties, relating to or arising from the transactions contemplated hereby.


8.2.                            Employee Matters.


(a)                                  Employment.  Each Employee who is employed by Company on
the Closing Date shall continue to be employed by Company, as applicable, on
and after the Closing Date at substantially the same base wage or salary as in
effect immediately prior to the Closing Date. 
Such continued employment shall be employment at-will, except for those
Employees with employment agreements identified in Schedule 3.20(b)
of this Agreement, and nothing in this Section 8.2 is intended to create,
or shall create or confer, any right of employment after the Closing Date for
any Employee.


(b)                                 Service Credit.  All past service of the Employees with
Company shall be taken into account for purposes of eligibility and vesting
under the benefit plans provided by Purchaser and for purposes of calculating
vacation benefits and severance benefits under the vacation plan and severance
plan maintained by Purchaser.


(c)                                  Welfare Plans.  If the applicable carrier(s) consents,
Purchaser shall take all action necessary and appropriate to ensure that, as
soon as practicable after the Closing Date, Purchaser maintains or adopts, as
of the Closing Date, one or more employee welfare benefit plans, including
medical, health, dental, flexible spending account, accident, life, short-term
disability, and other employee welfare benefit plans for the benefit of the
Employees (the “Purchaser Welfare Plans”). 
If the applicable carrier(s) consents, the Purchaser Welfare Plans shall
provide as of the Closing Date benefits to the Employees (and their dependents
and beneficiaries) that, in the aggregate, are comparable to the benefits to
which they were entitled under the corresponding welfare benefit plans
maintained by Company on the Closing Date (the “Company Welfare Plans”),
through the applicable renewal date.  At
renewal, Purchaser shall review renewal increases and make necessary
modifications.  Any restrictions on
coverage for



 44
 








preexisting conditions or
requirements for evidence of insurability under the Purchaser Welfare Plan
shall be waived for the Employees, and the Employees shall receive credit under
the Purchaser Welfare Plan for co-payments and payments under a deductible
limit made by them and for out-of-pocket maximums applicable to them during the
plan year of the Company Welfare Plan in accordance with the corresponding
Company Welfare Plan.  Notwithstanding
the aforementioned, nothing contained herein shall obligate Purchaser to
provide Purchaser Welfare Plans having benefits in excess of those currently
offered to Purchaser’s existing employees.


ARTICLE 9



MISCELLANEOUS


9.1.                            Preservation
of and Access to Records.  Purchaser
shall preserve or cause Company to preserve all books and records of Company
for a period of nine (9) years after the later of Closing Date, or the filing
date of any Company tax return due post-closing or any later date of retention
required by Applicable Law; provided, however, Purchaser may destroy any part
or parts of such records upon obtaining written consent of Seller for such
destruction, which consent may be withheld in Seller’s absolute
discretion.  Such records shall be made
available to Seller and its representative at all reasonable times during
normal business hours of Company, during said retention period with the right
at Seller’s expense to make abstracts from and copies thereof.


9.2.                            Specific
Performance.  The parties hereto
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that, except as otherwise provided in this
Agreement, the parties shall be entitled to injunctive relief to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which they are entitled at law or in
equity.


9.3.                            Public
and Private Announcements.  Any
public or private announcement or similar publicity (including, without
limitation, the publication of any press release) with respect to this
Agreement will be issued at such time and in such manner as Purchaser
determines.  Purchaser and Seller shall keep
this Agreement strictly confidential and may not make any disclosure of this
Agreement to any Person (except for (i) lenders, banks and financial
institutions in connection with Purchaser’s financing of the acquisition, and
(ii) representatives, customers, and suppliers of Company); provided, however,
that any party hereto may make a public and/or private announcement to the
extent required by law, judicial process or the rules, regulations or
interpretations of the Securities and Exchange Commission or any national
securities exchange.


9.4.                            Notices.  All notices, demands and other communications
provided for hereunder shall be in writing and shall be given (i) by
personal delivery, (ii) via e-mail or facsimile transmission (receipt
confirmed, with follow up transmittal within 48 hours by (iii) or (iv) which
follows), (iii) by nationally recognized overnight courier (prepaid), or
(iv) by certified or registered first class mail, postage prepaid, return
receipt requested, sent to each party, at its and



 45
 








its representative’s
address as set forth below or at such other address or in such other manner as
may be designated by such party or the respective representative in a written
notice to each of the other parties:


	
  If to Purchaser:

  	
  Symmetry Medical USA Inc.

  
	
   

  	
  220 West Market
  Street

  
	
   

  	
  Warsaw, IN 46580

  
	
   

  	
  E-Mail:
  fred.hite@symmetrymedical.com

  
	
   

  	
  Fax No.:
  574-267-4551

  
	
   

  	
  Attention: Fred
  Hite, Chief Financial Officer

  
	
   

  	
   

  
	
  With a copy to:

  	
  Barrett & McNagny LLP

  
	
   

  	
  215 East Berry
  Street

  
	
   

  	
  Fort Wayne, IN
  46802

  
	
   

  	
  E-Mail:
  sjt@barrettlaw.com

  
	
   

  	
  Phone:
  260-423-8812

  
	
   

  	
  Fax No.:
  260-423-8920

  
	
   

  	
  Attention:
  Samuel J. Talarico, Jr., Esq.

  
	
   

  	
   

  
	
  If to Seller:

  	
  Roger M. Burke

  
	
   

  	
  36 Church Street

  
	
   

  	
  Weston, MA 02492

  
	
   

  	
  E-Mail:
  rmbur@comcast.net

  
	
   

  	
   

  
	
  With a copy to:

  	
  Gesmer Updegrove LLP

  
	
   

  	
  J. David Moran,
  Esq.

  
	
   

  	
  40 Broad Street

  
	
   

  	
  Boston, MA 02108

  
	
   

  	
  E-Mail:
  David.Moran@Gesmer.com

  
	
   

  	
  Phone:
  617-350-6800

  
	
   

  	
  Fax No.:
  617-350-6878

  



 


9.5.                            Entire
Agreement.  Except for any
confidentiality agreement executed by a party hereto, this Agreement, including
the Ancillary Documents to be executed by the parties pursuant hereto, contains
the entire agreement of the parties hereto and supersedes all prior or
contemporaneous agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof.


9.6.                            Amendments.  No purported amendment, modification or
waiver of any provision of this Agreement or any of the documents, instruments
or agreements to be executed by the parties pursuant hereto shall be effective
unless in writing specifically referring to this Agreement and signed by all of
the parties hereto.


9.7.                            Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and permitted assigns,
but except as hereinafter provided in this Section 9.7, nothing in this
Agreement is to be construed as an authorization or right of any party to
assign its rights or



 46
 








delegate its duties under
this Agreement without the prior written consent of the other parties
hereto.  Notwithstanding the foregoing,
Purchaser, in its sole discretion, may assign its rights in and/or delegate its
duties under this Agreement to an Affiliate of Purchaser.  In the event of such an assignment of rights
and/or delegation of duties, all references to Purchaser, as applicable to the
assignment in this Agreement, shall also be deemed to be references to the
Person to which this Agreement is assigned; provided that no such assignment
and/or delegation shall relieve the assignor of any of its duties or
obligations hereunder.


9.8.                            Fees
and Expenses.  Each party hereto
shall pay their own fees and expenses incurred in connection with negotiating
and preparing this Agreement and consummating the transactions contemplated
hereby, including but not limited to fees and disbursements of their respective
attorneys, accountants and investment bankers, except with respect to such
post-Closing Date accounting and auditing fees as referenced elsewhere in this
Agreement.  If the transaction is
consummated, all fees and expenses, including legal, accounting, investment
banking, broker’s and finder’s fees and expenses incurred by Seller in
connection with this transaction shall be deemed expenses of Seller and shall
be borne by Seller.


9.9.                            Governing
Law and Jurisdiction.  This
Agreement, including the Ancillary Documents to be executed and/or delivered by
the parties pursuant hereto, shall be construed, governed by and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts, without
giving effect to the principles of comity or conflicts of laws thereof.


9.10.                     Counterparts
and Facsimile Signature.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
Agreement.  The counterparts of this
Agreement and all Ancillary Documents may be executed and delivered by
facsimile signature by any of the parties to any other party and the receiving
party may rely on the receipt of such document so executed and delivered by
facsimile as if the original had been received.


9.11.                     Headings.  The headings of the articles, sections and
subsections of this Agreement are intended for the convenience of the parties
only and shall in no way be held to explain, modify, construe, limit, amplify
or aid in the interpretation of the provisions hereof.  The terms “this Agreement,” “hereof,” “herein,”
“hereunder,” “hereto” and similar expressions refer to this Agreement as a
whole and not to any particular article, section, subsection or other portion
hereof and include the Schedules and Exhibits hereto and any document,
instrument or agreement executed and/or delivered by the parties pursuant
hereto.


9.12.                     Number and
Gender.  Unless the context otherwise
requires, words importing the singular number shall include the plural and vice
versa and words importing the use of any gender shall include all genders.


9.13.                     Severability.  In the event that any provision of this
Agreement is declared or held by any court of competent jurisdiction to be
invalid or unenforceable, such provision shall be severable from, and such
invalidity or unenforceability shall not be construed to have any effect on,
the remaining provisions of this Agreement, unless such invalid or
unenforceable provision goes to the essence of this Agreement, in which case
the entire Agreement may be declared invalid and not binding upon any of the
parties.



 47
 








9.14.                     Parties in
Interest.  Nothing implied in this
Agreement is intended or shall be construed to confer any rights or remedies
under or by reason of this Agreement upon any Person other than Purchaser and
Seller and their respective representatives, successors and permitted
assigns.  Nothing in this Agreement is
intended to relieve or discharge the Liabilities of any third Person to
Purchaser or Seller.


9.15.                     Waiver.  The terms, conditions, warranties,
representations and indemnities contained in this Agreement, including the
documents, instruments and agreements executed and delivered by the parties
pursuant hereto, may be waived only by a written instrument executed by the
party waiving compliance.  Any such
waiver shall only be effective in the specific instance and for the specific
purpose for which it was given and shall not be deemed a waiver of any other
provision hereof or of the same breach or default upon any recurrence
thereof.  No failure on the part of a
party hereto to exercise and no delay in exercising any right hereunder shall
operate as a waiver thereof nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.


9.16.                     Construction.  The parties have participated jointly in the
negotiation and drafting of this Agreement. 
In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement.  The words “including,” “include”
or “includes” shall mean including without limitation.  The parties intend that each representation,
warranty and covenant contained herein shall have independent
significance.  If any party has breached
any representation, warranty or covenant contained herein in any respect, the
fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity)
which the party has not breached shall not detract from or mitigate the fact
that the party is in breach of the first representation, warranty or covenant.



 48
 








IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by duly
authorized representatives as of the day, month and year first above written.


	
  PURCHASER

  	
  SYMMETRY MEDICAL USA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Fred L. Hite

  
	
   

  	
  By:

  	
  Fred L. Hite

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
				



 


	
  SELLER

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Roger M. Burke

  
	
   

  	
  Roger M. Burke

  



 



 49
 








TNCO,
INC. (“COMPANY”) DISCLOSURE SCHEDULES


TO THE


STOCK
PURCHASE AGREEMENT


BY AND
BETWEEN


SYMMETRY
MEDICAL USA INC.


(“PURCHASER”)


AND


ROGER M.
BURKE


DATED
April 2, 2007


	
  Schedules

  	
   

  	
   

  
	
  3.1

  	
  Organization

  
	
  3.2(b)

  	
  Authority; No Conflict

  
	
  3.4

  	
  Clear Title

  
	
  3.6(a)

  	
  Legal Proceedings (36 months)

  
	
  3.6(b)

  	
  Legal Proceedings (Existing and Threatened)

  
	
  3.7

  	
  Labor Matters

  
	
  3.8(a)

  	
  Tax Returns

  
	
  3.8(b)

  	
  Payment of Taxes

  
	
  3.8(c)

  	
  Other Tax Matters

  
	
  3.9(a)

  	
  Employee Benefits

  
	
  3.9(i)

  	
  Non-Qualified Deferred Compensation Plans

  
	
  3.10

  	
  Guarantees

  
	
  3.11

  	
  Financial Statements

  
	
  3.12

  	
  Absence of Certain Developments

  
	
  3.13

  	
  Intellectual Property

  
	
  3.15

  	
  Contracts

  
	
  3.17(a)

  	
  Real Estate – Owned and Leased

  
	
  3.17(b)

  	
  Real Estate – Taxes

  
	
  3.17(c)

  	
  Real Estate – Permitted Encumbrances

  
	
  3.17(d)

  	
  Real Estate – Improvements

  
	
  3.17(e)

  	
  Real Estate – Adjoining Owner Encroachments

  
	
  3.17(f)

  	
  Real Estate — Easements

  
	
  3.17(h)

  	
  Real Estate — Leases/Options

  
	
  3.17(i)

  	
  Real Estate — Tax Parcels

  
	
  3.18

  	
  Accounts Receivable

  
	
  3.20(a)

  	
  Employee – List

  
	
  3.20(b)(ii)

  	
  Employee – Contracts

  
	
  3.21

  	
  Subsidiary

  
	
  3.22(b)

  	
  Insurance Policies

  
	
  3.22(c)

  	
  Insurance Pending Claims

  
	
  3.24

  	
  Environmental Matters

  
	
  3.25

  	
  Debt

  
	
  3.26(a)

  	
  Customers

  
	
  3.26(b)

  	
  Suppliers

  



 



 50
 








 


	
  3.26(c)

  	
  Material Adverse Change

  
	
  3.27

  	
  Seller Loans

  
	
  3.28

  	
  Adequacy of Properties

  
	
  3.29

  	
  Related Party Transactions

  
	
  3.30

  	
  Permits

  
	
  3.31

  	
  Warranty and Product Liability Claims

  
	
  5.6

  	
  Securities Filing Requirements

  
	
  7.6

  	
  Purchase Price Allocation

  



 



 51