Agreement and Plan of Merger


    


    Exhibit
      10.1

    


     

    


    


    AGREEMENT
      AND PLAN OF MERGER

    


    


    by
      and
      between

    


    


    THE
      GENLYTE GROUP INCORPORATED

    


    and

    


    IGNITE
      MERGER SUB INC.

    


    and

    


    INTERNATIONAL
      MEZZANINE CAPITAL B.V. 

    


    and
      

    


    JJI
      LIGHTING GROUP, INC.

    


    


    


    


    As
      of May
      12, 2006

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    TABLE
      OF CONTENTS

    


    


    ARTICLE
      I. MERGER

    


    1.1 The
      Merger.

    1.2 The
      Closing.
      

    1.3 Effective
      Time.
      

    1.4 Conversion
      of Merger Sub Stock and JJI Stock and Class B Common Stock
      Warrants.

    1.4.1 Merger
      Sub Stock.

    1.4.2 Treasury
      Shares.

    1.4.3 JJI
      Stock and Warrants.

    1.4.4 Funding
      of Escrow Agreement.

    1.4.5 Appraisal
      Rights.

    
      	 	
              1.4.6

            	
              Letter
                of Transmittal and Procedures for Payment of Net Merger Consideration,
                etc.

            


    

    1.4.6.1 Exchange
      Agents.
      

    1.4.6.2 Deposit
      of Merger Consideration with Exchange Agent.
      

    1.4.6.3 Letter
      of Transmittal.
      

    1.4.6.4 Surrender
      of Certificates.
      

    1.4.6.5 Other
      than Registered Holder.
      

    1.4.6.6 No
      Registration After Effective Time.
      

    1.4.6.7 Payment
      of Merger Consideration.
      

    1.4.6.8 Unclaimed
      Merger Consideration.
      

    1.4.6.9 Return
      of Merger Consideration Where Appraisal Rights.
      

    1.4.6.10 Lost
      Certificates.
      

    1.4.6.11 Merger
      Consideration in Full Satisfaction.
      

    1.4.6.12 THIS
      SECTION INTENTIONALLY LEFT BLANK.

    1.4.6.13 Investment
      of Exchange Fund.
      

    1.5 Effects
      of the Merger.
      

    1.5.1 Separate
      Existence of Merger Sub Ceases.
      

    1.5.2 Certificate
      of Incorporation and Bylaws of the Surviving Company.
      

    1.5.3 Stock
      of Merger Sub.
      

    1.5.4 Board
      of Directors and Officers of the Surviving Company.
      

    1.5.5 JJI
      Stock and Class B Common Stock Warrants.
      

    1.5.6 Applicable
      Law.
      

    1.5.7 Treasury
      Shares.
      

    1.6 Cooperation
      and Further Assurances.
      

    1.7 Merger
      Consideration.

    1.7.1 Calculation.
      

    1.7.1.4 Initial
      Working Capital Adjustment.
      

    1.7.1.4.1 Access
      to Books and Records.
      

    1.7.1.4.2 Initial
      Working Capital Escrow Amount.
      

    


    
      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

    

    


    1.7.1.4.3 THIS
      SECTION INTENTIONALLY LEFT BLANK.

    1.7.1.4.4 Adjustment
      of Merger Consideration.
      

    1.7.2 Payment
      of Merger Consideration at Closing.
      

    1.7.2.1 Escrow
      Fund Amount.
      

    1.7.2.2 Payment
      to Exchange Agent.
      

    1.7.3 Escrow
      Agreement.
      

    1.8 Payment
      of the Indemnity Escrow Amount.
      

    1.8.1 THIS
      SECTION INTENTIONALLY LEFT BLANK.

    1.8.2 Indemnity
      Escrow Amount Following General Survival Period.
      

    1.8.2.1 Estimated
      Unresolved Claims Amount Equals Zero.
      

    
      	 	
              1.8.2.2

            	
              Determining
                Estimated Unresolved Claims Amount During Resolution
                Period.
                

            


    

    1.8.2.3 Accountant
      Determination of Estimated Unresolved Claims Amount.
      

    
      	 	
              1.8.3

            	
              Stockholders
                Shall Not Contribute Additional Funds Following General Survival
                Period.
                

            


    

    
      	 	
              1.8.4

            	
              Indemnity
                Escrow Amount Following Tax and
                German Environmental Issue Survival
                Period.
                

            


    

    1.8.4.1 Final
      Continuing Indemnity Escrow Amount Equals Zero.
      

    
      	 	 	
              1.8.4.2

            	
              Determining
                Final Continuing Indemnity Escrow During Resolution Period.
                

            


    

    1.8.4.3 Accountant
      Determination of Final Continuing Indemnity Escrow.
       

    
      	 	
              1.8.5

            	
              Stockholders
                Shall Not Contribute Additional Funds Following Tax and German
                Environmental Survival Period.
                

            


    

    1.8.6 Final
      Release from Indemnity Escrow Amount.
      

    1.8.7 Payments
      to Non-Claiming Holders.
      

    1.8.8 No
      Other Obligation to Pay Indemnity Escrow Amount.
      

    1.9 Post-Closing
      Adjustment to Working Capital.

    1.9.1 Working
      Capital Adjustment.
      

    1.9.2 Post-Closing
      Statement.

    1.9.3 Disputes.
      

    1.9.4 Payment
      of Working Capital Adjustment.
      

    1.9.4.1 Increase
      of Merger Consideration and Related Payment.
      

    1.9.4.2 Decrease
      of Merger Consideration and Related Payment.
      

    1.9.4.2.1 No
      Working Capital Payment to Stockholders.
      

    1.9.4.2.2 Working
      Capital Payment to Stockholders.
      

    1.9.4.3 No
      Change in Merger Consideration.
      

    1.9.4.4 Payments
      to Non-Claiming Holders.
      

    1.9.4.5 No
      Other Obligation to Pay Working Capital Escrow Amount.
      

    


    


    ARTICLE
      II. REPRESENTATIONS
      AND WARRANTIES OF JJI

    


    2.1 Organization,
      Powers, Good Standing and Capitalization.
      

    2.1.1 Organization,
      Powers and Good Standing.
      

    


    
      
        
          
          

        

        
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    2.1.2 Capitalization.
      

    2.2 Authorization;
      Binding Obligation.

    2.3 No
      Material Adverse Effect.
      

    2.4 No
      Conflict.
      

    2.5 Financial
      Statements.
      

    2.6 Investment
      Bankers.
      

    2.7 Compliance
      with Laws.
      

    2.8 Intellectual
      Property.
      

    
      	 	
              2.8.1

            	
              List
                of Material Contracts Relating to Intellectual Property and Certain
                Other
                Intellectual Property Matters.
                

            


    

    2.8.2 Patents.
      

    2.8.3 Trademarks.
      

    2.8.4 Copyrights.
      

    2.8.5 Trade
      Secrets.
      

    2.8.6 No
      Settlements, Restrictions or Third Party Use.
      

                 
       2.8.7 Employee
      Contracts.
      

    2.8.8 Impact
      of Agreement.
      

    2.9 Employee
      Matters.
      

    2.10 Litigation;
      Adverse Facts.
      

    2.11 Ownership
      of Property and Assets; Liens.
      

    2.12 Environmental
      Matters.
      

    2.13 ERISA.

    2.14 Agreements
      and Other Documents.
      

    2.15 Insurance.
      

    2.16 Taxes
      and Tax Returns.
      

    2.17 Inactive
      Subsidiary.
      

    2.18 Stockholders’
      Agent.
      

    2.19 Disclaimer
      of Other Representations and Warranties.
      

    2.20 No
      Undisclosed Liabilities. 

    2.21 Inventory.
      

    2.22 Accounts
      Receivable.
      

    2.23 Takeover
      Statutes Inapplicable. 

    2.24 Related
      Party Transactions.
      

    2.25 Required
      Vote of Company Stockholders.
      

    2.26 Books
      and Records.
      

    2.27 Product
      Liability and Warranties.
      

    2.28 Absence
      of Certain Changes and Events.
      

    2.29 THIS
      SECTION INTENTIONALLY LEFT BLANK.

    2.30 Relationships
      with Related Persons.
      

    2.31 Customers.
      

    2.32 Foreign
      Corrupt Practices Act and Export Control and Antiboycott Laws

    2.33 Certain
      Miscellaneous Matters.
      

    2.34 Consents.
      

    2.35 Pay
      Off Liabilities.
      

    


    
      
        
          
          

        

        
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    2.36 Agreed
      Deductions Subject Matter.
      

    2.37 Disclosure.
      

    2.38 Foreign
      Stockholders.
      

    2.39 Section
      306 Stock. 

    2.40 Real
      Property Holding Company.
      

    2.41 Withholding.
      

    


    


    ARTICLE
      III. REPRESENTATIONS
      AND WARRANTIES OF PARENT AND MERGER SUB

    


    3.1 Organization.

    3.2 Authorization;
      Binding Obligation.
      

    3.3 No
      Conflict.
      

    3.4 Consents.
      

    3.5 Litigation.
      

    3.6 Disclosure.
      

    3.7 Investment
      Bankers.
      

    3.8 Investigation.
      

    3.9 Merger
      Sub.
      

    


    


    ARTICLE
      IV. COVENANTS
      OF THE PARTIES

    


    4.1 Conduct
      of the Business.

    4.2 Completion
      of Transactions.
      

    4.3 Notification.

    4.4 Access
      to Information; Confidentiality.

    4.4.1 Access
      to Information.
      

    4.4.2 Confidentiality.
      

    4.5 Regulatory
      Filings.
      

    4.6 Consents
      and Approvals; Cooperation.
      

    4.7 Access
      to Books and Records and the Surviving Company Personnel.
      

    4.8 Director
      and Officer Liability and Indemnification.
      

    4.9 Public
      Announcements.
      

    4.10 Stockholders
      Approval.  

    4.10.1 Stockholders’
      Agent’s Representation and Agreement.
      

    4.10.2 JJI’s
      Efforts.
      

    4.11 No
      Solicitations.
      

    4.12 Tax
      Matters.
      

    4.12.1 Cooperation.
      

    4.12.2 Audits.
      

    4.12.3 Amended
      Returns.
      

    4.12.4 Transfer
      Taxes.
      

    


    
      
        
          
          

        

        
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    4.12.5 No
      Tax
      Withholding.
      

    4.12.6 Tax
      Treatment.
      

    4.13 Anti-Takeover
      Statutes.
      

    4.14 Stockholder
      Litigation.
      

    4.15 Forward
      Contracts.
      

    
      	
              4.16

            	
              Termination
                of Stock Option Plans, SERP and Employee’s Pension Plan of JJI and Its
                Subsidiaries.

            


    

    4.16.1 Stock
      Option Plans.
      

    4.16.2 SERP.
      

    4.16.3 Employees
      Pension Plan of JJI and Its Subsidiaries.
      

    4.17 Financial
      Statements.
      

    


    


    ARTICLE
      V. CONDITIONS
      TO THE MERGER

    


    5.1 Conditions
      to Obligation of Each Party to Effect the Merger.
      

    5.1.1 No
      Injunctions or Restraints; Illegality.
      

    5.1.2 Approvals.
      

    5.1.3 Certificate
      of Merger.
       

    5.1.4 Maximum
      Merger Consideration.
      

    5.2 Additional
      Conditions to Obligations of Parent and Merger Sub.
      

    5.2.1 Representations
      and Warranties; Performance of Obligations.
      

    5.2.2 Consents
      Obtained.
      

    5.2.3 Secretary’s
      Certificate.
      

    5.2.4 Closing
      Deliveries by JJI.

    5.2.4.1 Resignation
      Letters.
      

    5.2.4.2 Liabilities
      Certificate.
      

    5.2.4.3 Payoff
      Letters.
      

    5.2.4.4 Representations
      and Warranties Certificate.
      

    5.2.4.5 Compliance
      Certificate.
      

    5.2.4.6 Escrow
      Agreement.
      

    5.2.4.7 Indemnification
      Agreement.
      

    
      	 	
              5.2.4.8

            	
              Evidence
                of Termination of Options and Warrants and Terminated
                Contracts.
                

            


    

    5.2.5 Stockholder
      Approval.
      

    5.2.6 No
      Material Adverse Affect. 

    5.2.7 FIRPTA
      Certificate.
      

    5.2.8 No
      Proceedings.
      

    5.2.9 Right
      in JJI Capital Stock.
      

    5.2.10 Stock
      Plans.
      

    5.2.11 Opinion
      of Counsel.
      

    5.2.12 Other
      Documents and Certificates.
      

    5.2.13
      Delivery
      of Exhibit B.

    


    
      
        
          
          

        

        
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      5.2.14 Purchase
      of Class A Common Stock held by Employees Pension Plan of JJI and its
      Subsidiaries.
      

    5.2.15
      Notices
      to Stockholders Pursuant to Delaware Law.

    5.3 Additional
      Conditions to Obligations of JJI.
      

    5.3.1 Representations
      and Warranties; Performance of Obligations.
      

    5.3.2 Consents
      Obtained.
      

    5.3.3 Secretary’s
      Certificate.
      

    


    


    ARTICLE
      VI. TERMINATION

    


    6.1 Termination.
      

    6.2 Effect
      of Termination. 

    


    


    ARTICLE
      VII. INDEMNIFICATION

    


    7.1 Survival;
      Right to Indemnification Not Affected by Knowledge.
      

    7.2 Indemnification
      of Parent.
      

    7.3 Indemnification
      of Stockholders. 

    7.4 Basket;
      Limitation on Indemnification

    7.4.1 Parent’s
      Basket.
      

    7.4.2 THIS
      SECTION INTENTIONALLY LEFT BLANK.

    7.4.3 Cap.
      

    7.4.4 Agreed
      Deductions.
      

    7.5 Indemnification
      Procedure for Third Party Claims Against Indemnified Parties.

    7.5.1 Notice.

    7.5.1.1 Duty
      to Notify.
      

    7.5.2 Defense
      by Indemnifying Party.
      

    7.5.3 Defense
      by Indemnified Party.
      

    7.5.4 Duty
      to Keep Other Party Informed.
      

    7.5.5 Confidentiality.
      

    7.5.6 Reimbursement
      Payments for Third-Party Claims.
      

    7.6 Limitation
      of Remedies.

    7.6.1 Limits
      on Indemnity Escrow Amount.
      

    7.6.2 Application
      of Insurance Proceeds.
      

    7.6.3 Limitations
      on Remedy.
      

    7.6.4 Duty
      to Mitigate.
      

    7.7
       THIS
      SECTION INTENTIONALLY LEFT BLANK.

    7.8 Payments
      to Stockholder Indemnified Party.
      

    7.9 Payments
      from the Indemnity Escrow Amount.
      

    7.10 Treatment
      of Payments.
      

    7.11 Cooperation
      Relating to German Environmental Issue.
      

    


    
      
        
          
          

        

        
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              7.12

            	
              INDEMNIFICATION
                IN CASE OF STRICT LIABILITY OR INDEMNITEE NEGLIGENCE.
                

            


    

    


    


    ARTICLE
      VIII. DEFINITIONS

    


    


    ARTICLE
      IX.  GENERAL
      PROVISIONS

    


    9.1 Notices.
      

    9.2 Entire
      Agreement; Amendment; Waiver.
      

    9.3 Headings,
      Terminology.
      

    9.4 Severability.
      

    9.5 Assignment.
      

    9.6 Parties
      in Interest.
      

    9.7 Governing
      Law.
      

    9.8 Counterparts.
      

    9.9 Fees
      and Expenses.
       

     

    


    


    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

    AGREEMENT
      AND PLAN OF MERGER

    


    


    This
      Agreement and Plan of Merger (this “Agreement”) is entered into as of the
      12th
      day of
      May, 2006, by and among The Genlyte Group Incorporated, a Delaware corporation
      (“Parent”), Ignite Merger Sub Inc., a Delaware corporation and an Affiliate of
      Parent (“Merger Sub”), International Mezzanine Capital B.V., a limited liability
      company incorporated under the laws of the Netherlands (“Stockholders’ Agent”)
      and JJI Lighting Group, Inc., a Delaware corporation (“JJI”).

    


    RECITALS

    


    The
      parties intend that, subject to the terms and conditions hereinafter set forth,
      Merger Sub merge with and into JJI in a statutory merger (the “Merger”), with
      JJI to be the surviving corporation, all pursuant to the terms and conditions
      of
      this Agreement and a Certificate of Merger substantially in the form of
Exhibit
      A
      with any
      blanks to be completed as agreed by JJI and Merger Sub (the “Certificate of
      Merger”) and the applicable provisions of the General Corporation Law of the
      State of Delaware (“DGCL”). Upon the effectiveness of the Merger, (i) all
      outstanding capital stock of JJI (“JJI Stock”) shall be cancelled, and each
      outstanding Class B Common Stock Warrant shall be cancelled, in exchange for
      the
      right to receive a portion of the Merger Consideration, as provided in this
      Agreement and the Certificate of Merger and (ii) there will not be outstanding
      any rights to acquire or equity claims regarding any JJI Stock or Class B Common
      Stock Warrants, or other equity rights or rights to acquire equity.

    


    The
      Merger is intended to be a taxable transaction pursuant to the provisions of
      the
      Internal Revenue Code of 1986, as amended (the “Code”), and the parties intend
      to treat the transaction as a taxable purchase of the JJI Stock and Class B
      Common Stock Warrants.

    


    The
      Board
      of Directors of JJI (i) has determined that the Merger is consistent with and
      in
      furtherance of the long-term business strategy of JJI and advisable and fair
      to,
      and in the best interests of JJI and its stockholders, (ii) has approved this
      Agreement, the Merger and the other Transactions and (iii) has determined to
      recommend that the Stockholders of JJI adopt and approve this Agreement and
      approve the Merger. 

    


    The
      holders of 87% of the JJI Stock have agreed to vote in favor of or consent
      in a
      binding manner to the Merger and the other Transactions contemplated by this
      Agreement.

    


    The
      Board
      of Directors and the sole shareholder of Merger Sub has approved the Merger
      and
      related Transactions and authorized certain officers to take any and all actions
      on behalf of the Merger Sub that any such authorized officer deems necessary
      in
      connection with the Merger and the other Transactions contemplated by this
      Agreement.

    


    The
      Board
      of Directors of Parent has approved the Merger and related Transactions and
      authorized certain officers to take any and all actions on behalf of the Parent
      that any such authorized officer deems necessary in connection with the Merger
      and the other Transactions contemplated by this Agreement. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    In
      consideration of the foregoing and the representations, warranties, covenants
      and agreements set forth in this Agreement, the parties agree as
      follows:

    


    ARTICLE
      I

    MERGER

    


    1.1
      The
      Merger.
      At the
      Effective Time, and subject to and upon the terms and conditions of this
      Agreement and in accordance with the DGCL, Merger Sub shall be merged with
      and
      into JJI, the separate corporate existence of Merger Sub shall cease, and JJI
      shall continue as the surviving corporation, being the successor to all the
      property, rights, powers, privileges, liabilities, and obligations of both
      JJI
      and Merger Sub. JJI as the surviving corporation after the Merger is hereinafter
      referred to as JJI or the “Surviving Company.”

    


    1.2
      The
      Closing.
      The
      closing of the Merger (the “Closing”) shall
      take place at a time and on a date (i) specified by the parties, which shall
      be
      no later than five (5) Business Days after satisfaction or waiver of each of
      the
      conditions set forth in Article V or (ii) agreed to in writing by JJI and Parent
      (the “Closing Date”). The Closing will be held at the offices of Stoll Keenon
      Ogden PLLC, at 1700 PNC Plaza, 500 West Jefferson Street, Louisville, KY 40202,
      unless another place is agreed to in writing by the parties hereto.

    


    1.3
      Effective
      Time.
      Simultaneous with the Closing, the parties hereto shall cause the Merger to
      be
      consummated by filing a Certificate of Merger, executed in accordance with
      the
      relevant provisions of the DGCL, with the Delaware Secretary of State (the
      time
      of such filing being the “Effective Time”).

    


    1.4
      Conversion
      of Merger Sub Stock and JJI Stock and Class B Common Stock
      Warrants.

    


    1.4.1
      Merger
      Sub Stock.
      At the
      Effective Time, by virtue of the Merger, (i) each share of common stock of
      Merger Sub outstanding immediately prior to the Effective Time shall be
      converted into and become Eleven Thousand (11,000) shares of common stock of
      the
      Surviving Company of the Surviving Company with the same rights, powers and
      privileges as the shares so converted and shall constitute the only outstanding
      shares of capital stock of the Surviving Company and (ii) no Person other than
      the shareholder(s) of the Merger Sub immediately prior to the Effective Time
      shall have any ownership of any capital stock, or any right to thereafter
      acquire any ownership of any capital stock, of JJI. 

     

    1.4.2
      Treasury
      Shares.
      At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      any Person each share of capital stock of JJI then held in the treasury of
      JJI
      or owned by JJI shall be canceled and retired and shall cease to exist without
      payment of any consideration therefor.

    


    1.4.3
      JJI
      Stock and Warrants.
      At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      any Person, each share of JJI Stock outstanding immediately prior to the
      Effective Time and each Class B Common Stock Warrant outstanding
      immediately

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    prior
      to
      the Effective Time shall be canceled and retired, in exchange for the right
      to
      receive either (i) (A) a portion (determined as set forth on the “Net Merger
      Consideration Payable at the Effective Time” column of Exhibit
      B)
      of the
      Net Merger Consideration and (B) possibly a portion of the Escrow Fund Amount
      (determined as set forth in Sections 1.8 and 1.9), but only to the extent
      expressly provided in this Agreement (collectively such rights are the “Merger
      Consideration Rights”) or (ii) only with respect to JJI Stock, the right to
      receive consideration in connection with perfected appraisal rights in
      accordance with Section 1.4.5. 

    


    1.4.4
      Funding
      of Escrow Agreement.
      On the
      Effective Date (or such later time as may be approved by the Stockholders’
Agent) and notwithstanding anything to the contrary contained in this Section
      1.4, the Escrow Fund Amount shall be deducted from the Merger Consideration
      in
      accordance with Section 1.7 and the Escrow Fund Amount shall be paid to the
      Escrow Agent in accordance with the terms of Section 1.7.2.1 of this Agreement
      and the Escrow Agreement (the difference between (i) the Merger Consideration
      as
      of the Effective Time and (ii) the sum of the Escrow Fund Amount and the
      Appraisal Right Stockholders’ Consideration, if any, is the “Net Merger
      Consideration”). 

     

    1.4.5
      Appraisal
      Rights.
      Notwithstanding anything in this Agreement to the contrary, any issued and
      outstanding shares of JJI Stock held by a person who has neither voted in favor
      of the Merger nor consented in writing thereto and who otherwise complies with
      all the applicable provisions of Section 262 of the DGCL concerning the rights
      of holders of shares of JJI Stock to dissent from the Merger and require
      appraisal of their shares of JJI Stock (the “Dissenting Stockholder”) shall not
      be converted into or exchangeable for the right to receive any portion of the
      Merger Consideration or any other amount pursuant to this Agreement, but shall
      become the right to receive such consideration as may be determined to be due
      to
      such Dissenting Stockholder with respect to shares for which appraisal rights
      have been perfected pursuant to the laws of the State of Delaware. Shares of
      JJI
      Stock with respect to which appraisal rights have been perfected are referred
      to
      as “Dissenting Shares”. The Dissenting Shares held by each Dissenting
      Stockholder that withdraws his, her or its demand for appraisal or fails to
      perfect or otherwise loses his, her or its right of appraisal, in any case
      pursuant to the DGCL, shall no longer be considered Dissenting Shares and shall
      be deemed to be canceled as of the Effective Time in exchange for the right
      to
      receive the same portion of the Merger Consideration Rights that he, she or
      it
      would have received as set forth in this Section 1.4. The remaining Dissenting
      Stockholders shall be referred to as the “Appraisal Rights Stockholders”. JJI
      or, after the Effective Time, the Surviving Company shall give the Parent
      (i) prompt notice of any demands for appraisal of shares of JJI Stock
      received by JJI or the Surviving Company, as applicable, and (ii) the
      opportunity to participate in all negotiations and proceedings with respect
      to
      any such demands. JJI shall not, without the prior consent of Parent, make
      any
      payment with respect to, or settle, offer to settle or otherwise negotiate,
      any
      such demands. Notwithstanding anything in this Agreement to the contrary, (i)
      the Appraisal Rights Stockholders will not be entitled to any portion of the
      Merger Consideration or any payment pursuant to this Agreement and (ii) any
      amounts from the Merger Consideration and the Escrow Fund Amount which would
      have been paid to Appraisal Rights Stockholders had such Appraisal Rights
      Stockholders not

     

    


    
      
        
          
          

        

        
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    become
      Appraisal Rights Stockholders shall be paid to and be the sole property of
      the
      Surviving Company and neither the Stockholders nor any other Person shall have
      any right thereto.

     

    1.4.6
      Letter
      of Transmittal and Procedures for Payment of Net Merger Consideration,
      etc.

    


    1.4.6.1
      Exchange
      Agent.
      Prior
      to the Effective Time, Parent shall appoint an agent (the “Exchange Agent”) for
      the purpose of exchanging the Merger Consideration for certificates representing
      shares of JJI Stock and for agreements representing Class B Common Stock
      Warrants (collectively, the “Certificates”). Parent has the right at any time in
      its sole discretion to replace the Exchange Agent with another agent, including
      itself or one of its Affiliates, for the purpose of exchanging Merger
      Consideration for Certificates. 

     

    1.4.6.2
      Deposit
      of Merger Consideration with Exchange Agent.
      Parent
      or the Surviving Company shall make available to the Exchange Agent, as needed
      and at the time required by this Agreement, cash sufficient to fund the portion
      of the Merger Consideration to be paid by the Exchange Agent in respect of
      the
      Certificates pursuant to this Agreement. 

     

    1.4.6.3
      Letter
      of Transmittal.
      At or
      prior to the Closing, JJI shall provide Parent with a list showing, for each
      Stockholder, the address of each such Stockholder, holdings of JJI Stock and
      Class B Common Stock Warrants by each such Stockholder, the percentage of the
      Merger Consideration applicable to each such Stockholder and such other
      information as Parent may reasonably request. As soon as reasonably practicable
      following the Closing, the Exchange Agent or Parent shall provide to each
      Stockholder (at the address provided by JJI pursuant to this Section 1.4.6.3)
      a
      letter of transmittal (in form attached hereto as Exhibit
      C
      (“Letter
      of Transmittal”)) and instructions for use in such exchange. If Parent desires
      to modify the Letter of Transmittal, then Parent may send Stockholders’ Agent
      written notice of Parent’s proposed modifications and Stockholders’ Agent shall
      have five (5) Business Days after such notice has been received by Stockholders’
Agent in which to object to the notice. If no such objection is received by
      Parent during such five (5) Business Days, Parent shall have the right to modify
      the Letter of Transmittal as indicated in the written notice Parent sent
      Stockholders’ Agent. Provided further, Parent shall, at any time, with or
      without complying with the immediately preceding two sentences, have the right
      to modify the Letter of Transmittal with the prior written consent of
      Stockholders’ Agent, which consent shall not be unreasonably withheld or
      delayed. 

     

    1.4.6.4
      Surrender
      of Certificates.
      Subject
      to Sections 1.4.5 and 1.4.6.6, each holder of JJI Stock and Class B Common
      Stock
      Warrants that have been canceled in exchange for Merger Consideration Rights
      shall be entitled to receive, upon surrender to the Exchange Agent of a
      Certificate (negotiated as provided in the instructions from the Exchange Agent
      or Parent), together with the properly completed and duly executed (by the
      holder) Letter of Transmittal, payment(s) (determined in accordance with this
      Agreement) in respect of such holder’s Merger Consideration Rights in accordance
      with and subject to the provisions of this Agreement. Until so surrendered,
      each
      such Certificate shall represent after the Effective Time

     

    


    
      
        
          
          

        

        
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    for
      all
      purposes only the right to receive any applicable Merger Consideration Rights
      pursuant and subject to the provisions of this Agreement upon proper presentment
      of the Certificate and the Letter of Transmittal. No interest shall be paid
      or
      accrue on any Merger Consideration except to the extent otherwise expressly
      provided in the Escrow Agreement. Notwithstanding anything in this Agreement
      to
      the contrary, no holder of Merger Consideration Rights shall be entitled to
      any
      payment(s) of the Merger Consideration (including post-closing payments, if
      any
      from the Escrow Fund Amount) with respect to any Merger Consideration Rights
      for
      which Certificate(s) and Letters of Transmittal have not been properly executed
      and presented in accordance with this Section 1.4.6.4 or for which the
      requirements of 1.4.6.10 have not been complied with relating to lost, stolen
      or
      destroyed Certificates.

     

    1.4.6.5
      Other
      than Registered Holder.
      If any
      Merger Consideration is to be paid to a Person other than the Person in whose
      name the surrendered Certificate is registered, it shall be a condition to
      such
      payment that

     

    1.4.6.5.1
      either such Certificate shall be properly endorsed or shall otherwise be in
      proper form for transfer and

     

    1.4.6.5.2
      the Person requesting such payment shall pay to the appropriate Exchange Agent
      any transfer or other Taxes required as a result of such payment to a Person
      other than the registered holder of such Certificate or establish to the
      satisfaction of the appropriate Exchange Agent that such tax has been paid
      or is
      not payable.

     

    1.4.6.6
      No
      Registration After Effective Time.
      After
      the Effective Time, there shall be no further registration of transfers of
      JJI
      Stock or Class B Common Stock Warrants. 

     

    1.4.6.7
      Payment
      of Merger Consideration.
      Payment
      of any portion of the Merger Consideration (and satisfaction of all Merger
      Consideration Rights) to each holder of Merger Consideration Rights shall be
      effected in the following manner: If any holder of record of JJI Stock or Class
      B Common Stock Warrants presents to the Exchange Agent(s) such holder’s
      Certificate(s) (negotiated as provided in the instructions from the Exchange
      Agent or Parent) therefor along with the Letter(s) of Transmittal duly completed
      and executed by such holder and effects the surrender of such Certificate(s)
      (all in compliance with Sections 1.4.6.3 and 1.4.6.4), then such holder shall
      be
      entitled to receive from the Parent or the Surviving Company through the
      Exchange Agent:

     

    1.4.6.7.1
      payment of a portion of the Net Merger Consideration determined in accordance
      with the “Net Merger Consideration Payable at the Effective Time” column of
Exhibit
      B
      for the
      shares of JJI Stock or Class B Common Stock Warrants represented by such duly
      tendered Certificate(s) and Letter(s) of Transmittal, if presented at or prior
      to the Effective Time, in immediately available funds on the Effective Date
      (or
      such later time as may be acceptable to the Stockholders’ Agent) by wire
      transfer to an account designated by such holder in writing if the amount is
      in
      excess of $100,000, otherwise by check sent by U.S. mail to such holder, and,
      if
      presented after the Effective Time, within five (5) Business Days after
      such

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    presentation
      either (i) in immediately available funds by wire transfer to an account
      designated by such holder if requested in writing and only if the amount is
      in
      excess of $100,000, or (ii) otherwise within five (5) Business Days after such
      presentation by check sent by U.S. Mail and 

     

    1.4.6.7.2
      when payable, if at all, any payment from the Indemnity Escrow Amount
to
      the
      extent required by and in
      accordance with Section 1.8 for such JJI Stock or Class B Common Stock Warrants
      represented by such duly tendered Certificate(s) and Letter(s) of Transmittal,
      and 

     

    1.4.6.7.3
      when
      payable, if at all, any payment from the Working Capital Escrow Amount to the
      extent required by and in accordance with Section 1.9.4 for such JJI Stock
      and
      Class B Common Stock Warrants represented by such duly tendered Certificate(s)
      and Letter(s) of Transmittal.

     

    1.4.6.8
      Unclaimed
      Merger Consideration.
      Any
      portion of the Merger Consideration made available to the Exchange Agent
      pursuant to this Section 1.4.6 that remains unclaimed by the holders of
      Merger Consideration Rights thirty (30) days after the Effective Time shall
      be
      returned to the Surviving Company, upon demand by the Parent. Any such holder
      who has not exchanged his, her or its Merger Consideration Rights for his,
      her
      or its portion of the Merger Consideration in accordance with this
      Section 1.4.6 prior to such return of unclaimed Merger Consideration shall
      (i) be subject to the provisions of Sections 1.8.7 and 1.9.4.4 and the
      provisions of the immediately following sentence and (ii) thereafter look only
      to the Surviving Company (or other Exchange Agent identified by the Surviving
      Company at that time) for payment of his, her or its portion of the Merger
      Consideration he, she or it may be entitled to receive, if any, in respect
      of
      such Merger Consideration Rights (without any interest thereon and reduced
      for
      any amounts required to be withheld under the Code with respect to the making
      of
      such payment). Notwithstanding the foregoing or anything else in this Agreement
      to the contrary, neither Parent, nor any Affiliate of Parent, nor the Surviving
      Company nor any Exchange Agent shall be liable to any holder of Merger
      Consideration Rights for any amounts of the Merger Consideration paid to a
      public official pursuant to applicable abandoned property, escheat or similar
      laws. 

     

    1.4.6.9
      Return
      of Merger Consideration Where Appraisal Rights.
      Any
      portion of the Merger Consideration made available to the Exchange Agent
      pursuant to this Section 1.4.6 to pay for JJI Stock for which appraisal
      rights have been perfected shall be returned to Parent or the Surviving Company,
      upon demand by the Parent.

     

    1.4.6.10
      Lost
      Certificates.
      In the
      event any Certificate shall have been lost, stolen or destroyed, then the holder
      of such lost, stolen or destroyed Certificate (the “Lost Certificate Holder”)
      shall receive his, her or its portion of the Merger Consideration then payable
      to such Lost Certificate Holder as provided in and subject to this Section
      1.4
      if the following steps are taken: the Lost Certificate Holder (i) provides
      Parent and JJI with an affidavit, in form and substance acceptable to Parent,
      certifying under oath before a notary public that such Certificate has been
      lost, stolen or destroyed and cannot be obtained by the Lost
      Certificate

    


    
      
        
          
          

        

        
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    Holder,
      (ii) furnishes
      a bond of indemnity reasonably satisfactory to Parent, JJI and the Exchange
      Agent as
      indemnity against any claim that may be made against Parent, JJI, and the Paying
      Agent, and (iii) properly executes and delivers the Letter of Transmittal in
      a
      manner reasonably acceptable to Parent.

    


    1.4.6.11
      Merger
      Consideration in Full Satisfaction.
      The
      portion of the Merger Consideration issued and paid in exchange for the Merger
      Consideration Rights in accordance with the terms hereof shall be deemed to
      have
      been paid in full satisfaction of (i) all rights pertaining to such JJI Stock
      and Class B Common Stock Warrants to which the holder thereof is entitled as
      provided in this Section 1.4 and (ii) all Merger Consideration Rights and all
      other rights under this Agreement. 

    


    1.4.6.12
      THIS SECTION INTENTIONALLY LEFT BLANK.

    


    1.4.6.13
      Investment
      of Exchange Fund.
      Each
      Exchange Agent that is not Parent, the Surviving Company or an Affiliate of
      Parent shall invest any cash delivered to it as part of the Merger Consideration
      (the “Exchange Fund”) as directed by Parent on a daily basis. Any interest and
      other income resulting from such investments will be paid to Parent. In the
      event there are any losses resulting from such investments or wrongful conduct
      on the part of such Exchange Agent such that the cash in the Exchange Fund
      shall
      be insufficient to fully satisfy all of the payment obligations to be made
      by
      such Exchange Agent hereunder, Parent shall promptly cause cash to be deposited
      into the Exchange Fund in an amount that is equal to the deficiency in the
      amount of cash required to fully satisfy such payment obligations.

    


    1.5
      Effects
      of the Merger.
      At the
      Effective Time:

    


    1.5.1
      Separate
      Existence of Merger Sub Ceases.
      The
      separate existence of Merger Sub will cease and Merger Sub will be merged with
      and into JJI and JJI will be the surviving company, pursuant to the terms of
      the
      Certificate of Merger.

    


    1.5.2
      Certificate
      of Incorporation and Bylaws of the Surviving Company.
      . The
      certificate of incorporation of JJI shall be the certificate of incorporation
      of
      the Surviving Company until thereafter changed or amended as provided therein
      or
      by applicable law. The bylaws of Merger Sub shall be the bylaws of the Surviving
      Company until the same shall thereafter be changed or amended in accordance
      with
      applicable law, the certificate of incorporation of the Surviving Company or
      said bylaws.

     

    1.5.3
      Stock
      of Merger Sub.
      Each
      share of Merger Sub Stock outstanding immediately prior to the Effective Time
      will become Eleven Thousand (11,000) shares of common stock of the Surviving
      Company as provided in Section 1.4.1.

    


    1.5.4
      Board
      of Directors and Officers of the Surviving Company.
      The
      directors and officers of Merger Sub immediately prior to the Effective Time
      shall be the directors and officers of the Surviving Company, each to hold
      office in accordance with the certificate of

    


    
      
        
          
          

        

        
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    incorporation
      and bylaws of the Surviving Company and until their respective successors are
      duly elected or appointed and qualified.

     

    1.5.5
      JJI
      Stock and Class B Common Stock Warrants.
      At the
      Effective Time, (i) each share of JJI Stock and each Class B Common Stock
      Warrant outstanding immediately prior to the Effective Time will be cancelled
      in
      exchange for Merger Consideration Rights as provided in Section 1.4 or, with
      respect to JJI Stock, the right to receive consideration in connection with
      perfected appraisal rights as provided in Section 1.4.5 and (ii) no Person
      other
      than the shareholder(s) of the Merger Sub immediately prior to the Effective
      Time shall have any ownership of any capital stock, or any right thereafter
      to
      acquire any ownership of any capital stock of JJI.

    


    1.5.6
      Applicable
      Law.
      The
      Merger will, from and after the Effective Time, have all of the effects provided
      by applicable law.

    


    1.5.7
      Treasury
      Shares.
      Without
      any action on the part of any Person, each share of capital stock of JJI then
      held in the treasury of JJI or owned by JJI shall be canceled and retired and
      shall cease to exist without payment of any consideration therefor.

    


    1.6
      Cooperation
      and Further Assurances.
      Each
      of
      the parties agrees to use its best efforts to insure that Parent and Merger
      Sub
      are able to receive and continue to have all of the benefits contemplated by
      this Agreement, including the satisfactory completion of the Merger such that,
      at the Effective Time, the stockholder of the Merger Sub immediately prior
      to
      the Merger becomes the sole stockholder of JJI and the sole Person entitled
      to
      acquire any equity interest in JJI. If
      at any
      time after the Effective Time, any further action is necessary or desirable
      to
      carry out the purposes of this Agreement and to vest the Surviving Company
      with
      full right, title and possession to all assets, property, rights, privileges,
      powers and franchises of either Merger Sub or JJI, the officers and directors
      of
      the Surviving Company are fully authorized in the name of Merger Sub, JJI or
      the
      Surviving Company or otherwise to take, and shall take, all such further action.
      

    


    1.7
      Merger
      Consideration.

    


    1.7.1
      Calculation.
      For
      purposes of this Agreement, the term “Merger Consideration” shall mean (i) One
      Hundred Thirty Million and No/Dollars ($130,000,000), (ii) less the sum of
      (A)
      the Pay Off Liabilities, (B) the Agreed Deductions and (C) the Price Reduction
      Liabilities, (iii) plus or minus any adjustments for Working Capital as set
      forth in Sections 1.7.1.4.4 and 1.9, (iv) plus adjustments, if any, to the
      Indemnity Escrow Amount pursuant to part (g) of Exhibit
      D,
      (v)
      plus adjustment, if any, to the Indemnity Escrow Amount pursuant to Section
      4.18
      and (vi) less amounts paid, if any, from the Indemnity Escrow Amount to Parent
      Indemnified Parties. Between three (3) and five (5) Business Days prior to
      the
      Closing Date (or such lesser time as may be acceptable to Parent), JJI shall
      (i)
      determine its good faith best estimate of the Agreed Deductions and the Price
      Reduction Liabilities as of the Effective

    


    
      
        
          
          

        

        
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    Time
      and
      (ii) submit such determination (with a detailed itemization of each of the
      Agreed Deductions and the Price Reduction Liabilities and the amount of each)
      in
      writing to Parent. 

    


    1.7.1.1
      “Pay Off Liabilities” shall mean the aggregate amount required to pay off the
      following at the Effective Time:

    


    1.7.1.1.1
      Senior Debt Payments;

    


    1.7.1.1.2
      Subordinated Debt Payments;

    


    1.7.1.1.3
      Hoffmeister Debt Payments;

    


    1.7.1.1.4
      Hoffmeister Family Plan Expense;

    


    1.7.1.1.5
      Change of Control Obligations;

    


    1.7.1.1.6
      SERP Funding;

    


    1.7.1.1.7
      Defined Benefit Pension Plan Funding, net of anticipated U.S. federal, state
      and
      local income Taxes (based on an assumed effective U.S. tax rate of 37.5% with
      respect to the portion of the amount of such Defined Benefit Pension Plan
      Funding which is not related to the purchase of Class A Common Stock held
      by the Employees Pension Plan of JJI and its Subsidiaries pursuant to Section
      4.16.3.1 and an assumed rate of 0% with respect to the portion of the amount
      of
      such Defined Benefit Pension Plan Funding which is related
      to such purchase of Class A Common Stock held by the Employees Pension
      Plan of JJI and its Subsidiaries); 

      

    1.7.1.1.8
      Transaction Expenses; and

    


    1.7.1.1.9 Contract
      Termination Expenses.

    


    Parent
      agrees to cause JJI to send funds to pay off the Pay Off Liabilities described
      in Sections 1.7.1.1.1, 1.7.1.1.2, 1.7.1.1.3, 1.7.1.1.6 and 1.7.1.1.9 on the
      Effective Date or such later time as may be acceptable to the Stockholders’
Agent. Parent and Merger Sub acknowledge that the Pay Off Liabilities which
      are
      not paid off pursuant to the immediately preceding sentence or otherwise by
      Parent or Surviving Company after the Effective Time will continue to be
      Liabilities of the Surviving Company until paid.

    


        1.7.1.2
      “Agreed Deductions” shall mean the aggregate of the following indicated
      amounts:

    


    1.7.1.2.1
      In connection with the Hoffmeister Lease Support, an amount equal to the
      remaining amount (calculated based on $1,000,000 per year, subject to pro ration
      on a daily basis from the Effective Time for the balance of 2006, plus
      $1,000,000 for

    


    
      
        
          
          

        

        
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    2007)
      for
      the balance of the existing lease ending December 31, 2007 with the Hoffmeister
      landlord;

    


    1.7.1.2.2
      $500,000 relating to the Hoffmeister Relocation Costs;

    


    1.7.1.2.3  The
      amount set forth in row entitled “Total” in the table of Exhibit
      E
      relating
      to the Hoffmeister Personnel Severance Costs that corresponds to the month
      and
      year in which the Effective Time occurred;

    


    1.7.1.2.4
      $400,000 relating to the Omega Chemical Site Estimated Cost;

    


    1.7.1.2.5
      $163,534 relating
      to the Puente
      Valley Site Estimated Cost; provided,
      however,
      the
      amount shall be reduced to $133,534 if, prior to Closing, JJI has provided
      Parent with proof reasonably acceptable to Parent that (i) JJI has collected
      $30,000 (which will not be reflected in Working Capital) from the former owners
      of Troy Lighting, Inc. and (ii) the maximum liability of JJI and its
      Subsidiaries pursuant to a final consent decree cannot exceed
      $133,534;

     

    1.7.1.2.6
      $100,000 relating to the Other Agreed U.S. Environmental Issues Estimated
      Costs;

    


    1.7.1.3
      “Price Reduction Liabilities” shall mean, without duplication (and without
      duplication of amounts already deducted as a Pay Off Liability or Agreed
      Deduction), the aggregate (i) principal, accrued interest and other amounts
      due
      or which may become due from JJI and its Subsidiaries and (ii) other Liabilities
      of JJI and its Subsidiaries in connection with the following as of the Effective
      Time:

    


    1.7.1.3.1
      All outstanding notes, obligations for borrowed money and capital leases of
      JJI
      and its Subsidiaries as of the Effective Time; 

     

    1.7.1.3.2
      All debt, subordinated debt and accrued interest;

     

    1.7.1.3.3
      All dividends
      JJI or any Subsidiary of JJI has an obligation to pay;

     

    1.7.1.3.4
      All customer deposits;

     

    1.7.1.3.5
      Any expense or cost (including any premium expense) incurred by Parent in
      connection with any Forward Contracts purchased by Parent pursuant to Section
      4.15; and

    1.7.1.3.6
      All liabilities of JJI and its Subsidiaries determined in accordance with GAAP
      and all other amounts which have been or should be reserved or accrued in
      accordance with GAAP on a consolidated balance sheet of JJI and its Subsidiaries
      as of the Effective Time, except (without duplication) (i) reserves or accruals
      taken into account (A) in 

    


    
      
        
          
          

        

        
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    determining
      Working Capital, (B) in connection with dividends which are accrued but are
      not
      and will never be payable and (C) in connection with the Hoffmeister Employee
      Pension Liability and (ii) Trade Payables taken into account in determining
      Working Capital.

    Any
      reference to “should be reserved or accrued” or “should be accrued” in this
      definition shall be deemed to be the amount which should be accrued or reserved
      under GAAP as of the Effective Time on audited GAAP based financial statements
      if, hypothetically, such financial statements were being prepared.

     

    1.7.1.4
      Initial
      Working Capital Adjustment.
      No
      later than the third day before Closing (or such shorter period as may be
      acceptable to Parent), JJI shall deliver or shall have delivered to Parent
      a
      certificate of the Chief Executive Officer and Chief Financial Officer of JJI
      certifying (i) JJI’s best estimate of the Working Capital which shall include
      the maximum fees and expenses that JJI and each of its Subsidiaries may owe
      Houlihan Lokey Howard & Zukin, (ii) such estimate of the Working Capital set
      forth in such certificate represents the best efforts and good faith estimation
      by JJI of Working Capital as of the Effective Time, (iii) the estimated Working
      Capital is in categories in the same form as Exhibits
      D-1 and D-2
      (with
      adjustments as appropriate to reflect the provisions of parts (a) through (j)
      of
Exhibit
      D,
      except
      no amount will be taken into account in connection with part (g) of Exhibit
      D
      in
      determining Estimated Working Capital and not more than $155,000 will be taken
      into account in connection with part (f) of Exhibit
      D
      in
      determining Estimated Working Capital ), and (iv) such other matters as Parent
      may reasonably request with respect to Working Capital (the amount of such
      estimate so certified is referred to as the “Estimated Working Capital”). The
      Estimated Working Capital shall be prepared and determined in accordance with
      the methodology for determining Working Capital as reflected on Exhibit
      D
      and
      shall not in any event exceed $32,000,000. 

     

    1.7.1.4.1
      Access
      to Books and Records.
      At all
      times after the execution of this Agreement, JJI shall grant Parent (and its
      representatives) full access to all books and records, and all financial and
      accounting personnel, of JJI and its Subsidiaries. 

     

    1.7.1.4.2
      Initial
      Working Capital Escrow Amount.
      The
“Initial Working Capital Escrow Amount” shall be an amount equal to the greater
      of (i) $1,000,000 plus the difference between Estimated Working Capital and
      Target Working Capital (without regard to whether Estimated Working Capital
      is
      greater or lesser than Target Working Capital) and (ii) the amount that Parent
      in its good faith discretion deems appropriate to be placed into escrow for
      possible post Closing working capital adjustments. 

     

    1.7.1.4.3
      THIS SECTION INTENTIONALLY LEFT BLANK.

     

    1.7.1.4.4
      Adjustment
      of Merger Consideration.
      At the
      Closing, the parties shall calculate an amount equal to (i) the Estimated
      Working Capital minus (ii) the Target Working Capital (the “Closing Working
      Capital Adjustment Amount”). If the Closing Working Capital Adjustment Amount is
      positive, then the Merger Consideration shall be increased by the Closing
      Working Capital Adjustment Amount. If the Closing Working Capital

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    Adjustment
      Amount is negative, then the Merger Consideration shall be decreased by the
      Closing Working Capital Adjustment Amount.

    


    1.7.2
      Payment
      of Merger Consideration at Closing.
      On the
      Effective Date or such later time as may be acceptable to the Stockholders’
Agent, Parent shall pay the Merger Consideration as follows:

    


    1.7.2.1
      Escrow
      Fund Amount.
      Parent
      shall (i) withhold from the Merger Consideration the Escrow Fund Amount and
      (ii)
      deliver the Escrow Fund Amount to Escrow Agent, by wire transfer, to one or
      two
      account(s) specified by the Escrow Agent. 

    


    1.7.2.2
      Payment
      to Exchange Agent.
      Parent
      shall cause to be paid by wire transfer the portion of the Net Merger
      Consideration payable to Stockholders with respect to JJI Stock and Class B
      Common Stock Warrants to the Exchange Agent (that is not the Surviving Company)
      as provided in Section 1.4.6.7.1.

    


    1.7.3
      Escrow
      Agreement.
      The
      Escrow Agent shall hold the Escrow Fund Amount in accordance with the terms
      of
      this Agreement and an escrow agreement in substantially the form of Exhibit
      F
      attached
      hereto (the “Escrow Agreement”). The Escrow Fund Amount shall consist of (i) the
      Indemnity Escrow Amount and (ii) the Working Capital Escrow Amount.

    


    1.8
      Payment
      of the Indemnity Escrow Amount.
      

    


    1.8.1
      THIS SECTION INTENTIONALLY LEFT BLANK.

    


    1.8.2
      Indemnity
      Escrow Amount Following General Survival Period.
      In
      order to avoid holding unnecessary funds in escrow, the Parent and the
      Stockholders’ Agent have agreed that after the General Survival Period, the
      Indemnity Escrow Amount need not be greater than the lesser of (x) the Adjusted
      Indemnity Escrow Amount at the expiration of the General Survival Period and
      (y)
      the sum of (i) Five Hundred Thousand Dollars ($500,000) plus (ii) One Million
      One Hundred Ninety-Seven Thousand Dollars ($1,197,000) plus (iii) the Estimated
      Unresolved Claims Amount (as defined in Section 1.8.2.2 but determined in
      accordance with Sections 1.8.2.1, 1.8.2.2 or 1.8.2.3, as applicable)
      (collectively, the “Continuing Indemnity Escrow”). 

    


    1.8.2.1
      Estimated
      Unresolved Claims Amount Equals Zero.
      If the
      Escrow Agent and Stockholders’ Agent have not been sent notice (as referenced in
      Section 7.1) of one or more Parent Claims prior to the termination of the
      General Survival Period or if a Parent Indemnified Party has provided one or
      more of such notices and such Parent Claims have been fully resolved and paid
      to
      the satisfaction of the applicable Parent Indemnified Party, then (i) the
      Estimated Unresolved Claims Amount shall be deemed to equal zero and (ii) the
      Continuing Indemnity Escrow shall be deemed to equal One Million Six Hundred
      Ninety-Seven Thousand Dollars ($1,697,000). If
      the
      Continuing Indemnity Escrow is less than the Adjusted Indemnity

    


    
      
        
          
          

        

        
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    Escrow
      Amount, then the Parent and the Stockholders’ Agent shall promptly provide joint
      written directions to the Escrow Agent to disburse (and the intended recipients
      shall be entitled to demand from the Escrow Agent and receive) such difference
      between the Continuing Indemnity Escrow and the Adjusted Indemnity Escrow Amount
      in accordance with the Agreed Escrow Distribution Methodology.
      If the
      Continuing Indemnity Escrow is more than the Adjusted Indemnity Escrow Amount,
      there shall be no disbursements from the Indemnity Escrow Amount at that
      time.

    


    1.8.2.2
      Determining
      Estimated Unresolved Claims Amount During Resolution Period.
      If the
      Estimated Unresolved Claims Amount has not been deemed to equal zero pursuant
      to
      Section 1.8.2.1, then the aggregate amount of the past, present and estimated
      future Adverse Consequences from each and every Parent Claim that has not been
      fully resolved and paid to the satisfaction of the applicable Parent Indemnified
      Party from the Indemnity Escrow Amount prior to the end of the General Survival
      Period (each a “Surviving Claim”) shall be aggregated (the “Estimated Unresolved
      Claims Amount”). The Parent and the Stockholders’ Agent shall use commercially
      reasonable efforts to resolve any Surviving Claims in a reasonable time period.
      The Stockholders’ Agent and Parent shall use their reasonable best efforts, for
      a period of up to thirty (30) days (or such longer period as to which they
      shall
      mutually agree) (the “Resolution Period”) following the termination of the
      General Survival Period, to agree on an amount for the Estimated Unresolved
      Claims Amount which shall be an amount sufficient to pay all past, present
      and
      estimated future Adverse Consequences relating to all Surviving Claims. If
      three
      (3) Business Days remain prior to the termination of the Resolution Period
      and
      the Parent and the Stockholders’ Agent have failed to agree on the amount of the
      Estimated Unresolved Claims Amount, then Parent or Parent Indemnified Party
      shall provide written notice of its Parent Demand Amount to Stockholders’ Agent
      on or before two (2) Business Days prior to the termination of the Resolution
      Period. If the Parent and the Stockholders’ Agent agree on the amount of the
      Estimated Unresolved Claims Amount during such Resolution Period, then the
      Parent and the Stockholders’ Agent shall calculate the amount of the Continuing
      Indemnity Escrow. Otherwise, the Parent and the Stockholders’ Agent shall follow
      the procedures set forth in Section 1.8.2.3. If the Continuing Indemnity Escrow
      is less than the Adjusted Indemnity Escrow Amount, then the Parent and the
      Stockholders’ Agent shall promptly provide joint written directions to the
      Escrow Agent to disburse (and the intended recipients shall be entitled to
      demand from the Escrow Agent and receive) such difference between the Continuing
      Indemnity Escrow and the Adjusted Indemnity Escrow Amount in accordance with
      the
      Agreed Escrow Distribution Methodology. If the Continuing Indemnity Escrow
      is
      more than the Adjusted Indemnity Escrow Amount, there shall be no disbursements
      from the Indemnity Escrow Amount at that time. 

    


    1.8.2.3
      Accountant
      Determination of Estimated Unresolved Claims Amount.
      If the
      Parent and the Stockholders’ Agent fail to agree on the Estimated Unresolved
      Claims Amount prior to the termination of the Resolution Period, then the amount
      of the Continuing Indemnity Escrow shall be tentatively calculated based on
      an
      assumption that the Estimated Unresolved Claims Amount is equal to the Parent
      Demand Amount. If such tentatively calculated Continuing Indemnity Escrow is
      less than the Adjusted Indemnity Escrow

    


    
      
        
          
          

        

        
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    Amount,
      then the Parent and the Stockholders’ Agent shall promptly provide joint written
      directions to the Escrow Agent to disburse (and the intended recipients shall
      be
      entitled to demand from the Escrow Agent and receive) such difference between
      the tentatively calculated Continuing Indemnity Escrow and the Adjusted
      Indemnity Escrow Amount in accordance with the Agreed Escrow Distribution
      Methodology. If the Continuing Indemnity Escrow is more than the Adjusted
      Indemnity Escrow Amount, there shall be no disbursements from the Indemnity
      Escrow Amount at that time. 

    


    The
      Parent and the Stockholders’ Agent shall thereafter promptly submit the
      estimation of the Estimated Unresolved Claims Amount to the Accounting Firm
      for
      final resolution based on the Accounting Firm’s estimate of the amount which
      will be sufficient to pay all past and present and estimated future Adverse
      Consequences relating to all Surviving Claims. The fees and expenses of the
      Accounting Firm in connection with its duties under this Section 1.8 shall
      be
      paid one-half (1/2) by Parent and one-half (1/2) from the Estimated Unresolved
      Claims Amount and the amount to be paid from the Estimated Unresolved Claims
      Amount shall also be considered a Surviving Claim and referred to hereafter
      as
      the “Accountant Surviving Claim.” The amount for the Estimated Unresolved Claims
      Amount shall be increased by the Accountant Surviving Claim. Once the Accounting
      Firm has estimated the Estimated Unresolved Claims Amount, then the Parent
      and
      the Stockholders’ Agent shall calculate an amount equal to (i) the Parent Demand
      Amount minus (ii) the Accounting Firm’s estimate of the Estimated Unresolved
      Claims Amount (the “Adjustment Amount”). If the Adjustment Amount is positive,
      then the Parent and the Stockholders’ Agent shall promptly provide joint written
      directions to the Escrow Agent to disburse (and the intended recipients shall
      be
      entitled to demand from the Escrow Agent and receive) the Adjustment Amount
      in
      accordance with the Agreed Escrow Distribution Methodology. If the Adjustment
      Amount is negative, there shall be no additional disbursements from the
      Indemnity Escrow Amount at that time. 

    


    1.8.3
      Stockholders
      Shall Not Contribute Additional Funds Following General Survival
      Period.
      The
      Stockholders shall not be obligated to contribute additional funds upon
      termination of the General Survival Period to increase the amount of the
      Indemnity Escrow Amount in the event the amount of the Continuing Indemnity
      Escrow is greater than the Adjusted Indemnity Escrow Amount; provided,
      however,
      while
      the Stockholders are not obligated to increase the Indemnity Escrow Amount,
      the
      provisions of this sentence shall not impair the right or access of any Parent
      Indemnified Party to any other remedy, including specific performance and
      damages, against any one or more Stockholders in connection with any Parent
      Limitation Exceptions.

    


    1.8.4
      Indemnity
      Escrow Amount Following Tax and
      German Environmental Issue Survival
      Period.
      In
      order to avoid holding unnecessary funds in escrow, the Parent and the
      Stockholders’ Agent have agreed that after the Tax and
      German Environmental Issue Survival
      Period, the Indemnity Escrow Amount need not be greater than the Final
      Continuing Indemnity Escrow (as defined in Section 1.8.4.2 but determined in
      accordance with Sections 1.8.4.1, 1.8.4.2 or 1.8.4.3, as appropriate).


    


    
      
        
          
          

        

        
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    1.8.4.1
      Final
      Continuing Indemnity Escrow Equals Zero.
      If the
      Escrow Agent and Stockholders’ Agent have not been sent notice (as referenced in
      Section 7.1) of one or more Parent Claims from the Effective Time through the
      termination of the Tax and German Environmental Issue Survival Period, or if
      a
      Parent Indemnified Party has provided one or more of such notices and such
      Parent Claims have been fully resolved and paid to the satisfaction of the
      applicable Parent Indemnified Party, then the Final Continuing Indemnity Escrow
      shall be deemed to equal zero. The Parent and the Stockholders’ Agent shall
      promptly provide joint written directions to the Escrow Agent to disburse (and
      the intended recipients shall be entitled to demand from the Escrow Agent and
      receive) the remaining Adjusted Indemnity Escrow Amount in accordance with
      the
      Agreed Escrow Distribution Methodology. 

    


    1.8.4.2
      Determining
      Final Continuing Indemnity Escrow During Resolution Period.
      If the
      Final Continuing Indemnity Escrow has not been deemed to equal zero pursuant
      to
      Section 1.8.4.1, then the aggregate amount of the past, present and estimated
      future Adverse Consequences from each and every timely asserted Parent Claim
      (including each and every unpaid Surviving Claim) that has not been fully
      resolved and paid to the satisfaction of the applicable Parent Indemnified
      Party
      from the Indemnity Escrow Amount prior to the end of the Tax and German
      Environmental Issue Survival Period (each a “Continuing Surviving Claim”) shall
      be aggregated (the “Final Continuing Indemnity Escrow”). The Parent and the
      Stockholders’ Agent shall use commercially reasonable efforts to resolve any
      Continuing Surviving Claims in a reasonable time period. The Stockholders’ Agent
      and Parent shall use their reasonable best efforts during the Resolution Period
      following the termination of the Tax and German Environmental Survival Period,
      to agree on an amount for the Final Continuing Indemnity Escrow which shall
      be
      an amount sufficient to pay all past, present and estimated future Adverse
      Consequences relating to all Continuing Surviving Claims. If three (3) Business
      Days remain prior to the termination of such Resolution Period and the Parent
      and the Stockholders’ Agent have failed to agree on the amount of the Final
      Continuing Indemnity Escrow, then Parent or Parent Indemnified Party shall
      provide written notice of its Parent Demand Amount to Stockholders’ Agent on or
      before two (2) Business Days prior to the termination of such Resolution Period.
      If the Parent and the Stockholders’ Agent fail to agree on the Final Continuing
      Indemnity Escrow during such Resolution Period, then the Parent and the
      Stockholders’ Agent shall follow the procedures set forth in Section 1.8.4.3.
      Otherwise, if the Final Continuing Indemnity Escrow is less than the Adjusted
      Indemnity Escrow Amount, the Parent and the Stockholders’ Agent shall promptly
      provide joint written directions to the Escrow Agent to disburse (and the
      intended recipients shall be entitled to demand from the Escrow Agent and
      receive) such difference between the Final Continuing Indemnity Escrow and
      the
      Adjusted Indemnity Escrow Amount in accordance with the Agreed Escrow
      Distribution Methodology. If the Final Continuing Indemnity Escrow is more
      than
      the Adjusted Indemnity Escrow Amount, there shall be no disbursements from
      the
      Indemnity Escrow Amount at that time. 

    


    1.8.4.3
      Accountant
      Determination of Final Continuing Indemnity Escrow.
      If the
      Parent and the Stockholders’ Agent fail to agree on the Final Continuing
      Indemnity Escrow prior to the termination of the Resolution Period following
      the
      termination of the Tax

    


    
      
        
          
          

        

        
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    and
      German Environmental Survival Period, then the Final Continuing Indemnity Escrow
      shall be tentatively assumed to be equal to the Parent Demand Amount. If such
      tentatively assumed Final Continuing Indemnity Escrow is less than the Adjusted
      Indemnity Escrow Amount, then the Parent and the Stockholders’ Agent shall
      promptly provide joint written directions to the Escrow Agent to disburse (and
      the intended recipients shall be entitled to demand from the Escrow Agent and
      receive) such difference between the tentatively assumed Final Continuing
      Indemnity Escrow and the Adjusted Indemnity Escrow Amount in accordance with
      the
      Agreed Escrow Distribution Methodology. If the tentatively assumed Final
      Continuing Indemnity Escrow is more than the Adjusted Indemnity Escrow Amount,
      there shall be no disbursements from the Indemnity Escrow Amount at that time.
      

    


    The
      Parent and the Stockholders’ Agent shall thereafter promptly submit the
      estimation of the Final Continuing Indemnity Escrow to the Accounting Firm
      for
      final resolution based on the Accounting Firm’s estimate of the amount which
      will be sufficient to pay all past and present and estimated future Adverse
      Consequences relating to all Continuing Surviving Claims. The fees and expenses
      of the Accounting Firm in connection with its duties under this Section 1.8
      shall be paid one-half (1/2) by Parent and one-half (1/2) from the Final
      Continuing Indemnity Escrow and the amount to be paid from the Final Continuing
      Indemnity Escrow shall also be considered a Continuing Surviving Claim and
      referred to hereafter as the “Accountant Continuing Surviving Claim.” Thus, the
      amount for the Final Continuing Indemnity Escrow shall be increased by the
      Accountant Continuing Surviving Claim. Once the Accounting Firm has estimated
      the Final Continuing Indemnity Escrow, then the Parent and the Stockholders’
Agent shall calculate an amount equal to (i) the Parent Demand Amount minus
      (ii)
      the Accounting Firm’s estimate of the Final Continuing Indemnity Escrow (the
“Final Adjustment Amount”). If the Final Adjustment Amount is positive, then the
      Parent and the Stockholders’ Agent shall promptly provide joint written
      directions to the Escrow Agent to disburse (and the intended recipients shall
      be
      entitled to demand from the Escrow Agent and receive) the Final Adjustment
      Amount in accordance with the Agreed Escrow Distribution Methodology. If the
      Final Adjustment Amount is negative, there shall be no additional disbursements
      from the Indemnity Escrow Amount at that time. 

    


    1.8.5
      Stockholders
      Shall Not Contribute Additional Funds Following Tax and German Environmental
      Survival Period.
      The
      Stockholders shall not be obligated to contribute additional funds upon
      termination of the Tax and German Environmental Survival Period to increase
      the
      amount of the Indemnity Escrow Amount in the event the amount of the Final
      Continuing Indemnity Escrow is greater than the Adjusted Indemnity Escrow
      Amount; provided,
      however,
      while
      the Stockholders are not obligated to increase the Indemnity Escrow Amount,
      the
      provisions of this sentence shall not impair the right or access of any Parent
      Indemnified Party to any other remedy, including specific performance and
      damages, against any one or more Stockholders in connection with any Parent
      Limitation Exceptions.

     

    1.8.6
      Final
      Release from Indemnity Escrow Amount.
      Following the resolution of all Continuing Surviving Claims and payments from
      the Indemnity Escrow Amount (in accordance with this Agreement and the Escrow
      Agreement) of Adverse Consequences suffered

    


    
      
        
          
          

        

        
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    through
      the final resolution of all Continuing Surviving Claims by the applicable Parent
      Indemnified Party for which such Parent Indemnified Party is then entitled
      to
      indemnification, the Parent and the Stockholders’ Agent shall promptly provide
      joint written directions to the Escrow Agent to disburse (and the intended
      recipient shall be entitled to demand from the Escrow Agent and receive) the
      remaining Adjusted Indemnity Escrow Amount in accordance with the Agreed Escrow
      Distribution Methodology.

    


    1.8.7
      Payments
      to Non-Claiming Holders.
      

    


    1.8.7.1
      If a Non-Claiming Holder duly surrenders his, her or its duly negotiated
      Certificate(s) and duly tenders his, her or its duly executed Letter(s) of
      Transmittal (with such modifications, if any, made in accordance with Section
      1.4.6.3) in accordance with Section 1.4.6 following the Parent’s receipt of any
      disbursements from the Indemnity Escrow Amount made in accordance with the
      Agreed Distribution Methodology, then the Surviving Company will cause to be
      paid to any such Non-Claiming Holder (subject to Sections 1.4.6.8 and 1.8.7.2)
      an amount equal to the amount (without interest and reduced for any amounts
      required to be withheld under the Code with respect to the making of such
      payment) such Non-Claiming Holder would have otherwise received but did not
      receive as a result of being a Non-Claiming Holder. 

    


    1.8.7.2
      Notwithstanding the provisions of Section 1.8.7.1 or any other provision of
      this
      Agreement, neither Parent, nor any Affiliate of Parent, nor the Surviving
      Company shall be liable to any Non-Claiming Holder for any disbursements Parent
      received from the Indemnity Escrow Amount made in accordance with the Agreed
      Distribution Methodology and paid (or for any other amount paid) to a public
      official pursuant to applicable abandoned property, escheat or similar
      laws.

     

    1.8.8
      No
      Other Obligation to Pay Indemnity Escrow Amount.
      Neither
      Parent nor any Affiliate of Parent, nor the Surviving Company will have any
      obligations to pay any amounts to the Stockholders with respect to the Indemnity
      Escrow Amount beyond the amounts expressly provided for above in Section
      1.8.

    


    1.9
      Post-Closing
      Adjustment to Working Capital.

     

    1.9.1
      Working
      Capital Adjustment.
      No
      later than one hundred twenty (120) days after the Effective Time, Parent shall
      cause to be prepared and delivered to Stockholders’ Agent a statement (the
“Post-Closing Statement”) setting forth the calculation of JJI’s Working Capital
      as of the Effective Time.

     

    1.9.2
      Post-Closing
      Statement.

     

    1.9.2.1
      The Post-Closing Statement shall be prepared in good faith in a manner
      consistent with the methodology for calculating working capital as reflected
      on
Exhibit
      D.
      The
      Stockholders’ Agent shall cooperate in all reasonable respects with Parent (and
      its representatives). 

     

    


    
      
        
          
          

        

        
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    1.9.2.2
      The Stockholders’ Agent shall have twenty (20) days after the receipt of the
      Post-Closing Statement (the “Review Period”) to review the information and
      calculations provided therein. During the Review Period and the period any
      dispute is pending pursuant to Section 1.9.3, Parent shall afford the
      Stockholders’ Agent (and its representatives) reasonable access to all books and
      records and all financial and accounting personnel used to prepare the
      Post-Closing Statement under control of or in the possession of Parent or the
      Surviving Company.

     

    1.9.3
      Disputes.
      The
      Stockholders’ Agent may dispute the calculation of the Working Capital contained
      in the Post-Closing Statement by providing written notice to Parent of such
      dispute within the Review Period, setting forth in detail the particulars of
      such dispute, including the Stockholders’ Agent’s calculation of Working Capital
      based on the methodology in Exhibit
      D
      (a
“Dispute Notice”). In the event that the Stockholders’ Agent does not deliver a
      Dispute Notice within the Review Period, then the Working Capital set forth
      in
      the Post-Closing Statement shall be deemed final and binding on the parties.
      In
      the event a Dispute Notice is timely provided, Parent and the Stockholders’
Agent shall use their reasonable best efforts for a period not to exceed thirty
      (30) days (or such longer period as to which they shall mutually agree) to
      agree
      on the Working Capital. If, at the end of such period, the Stockholders’ Agent
      and Parent have not agreed on a final and binding Working Capital calculation,
      the determination of the Working Capital shall be made by the Accounting Firm.
      The Parent shall utilize commercially reasonable efforts to cause the Accounting
      Firm to make such determination within sixty (60) days of the end of such
      period. The Accounting Firm’s determination of Working Capital shall be based on
      the methodology set forth in Exhibit
      D.
      The
      Working Capital determination made by the Accounting Firm shall be final and
      binding upon the parties. All fees and disbursements of the Accounting Firm
      shall be paid one-half (1/2) by Parent and one-half (1/2) as a deduction from
      the Working Capital Escrow Amount. The determination of the Accounting Firm
      shall be reflected in a written report which shall be delivered promptly by
      the
      Accounting Firm to the Stockholders’ Agent and Parent. The Working Capital which
      is deemed final and binding on the parties, whether by expiration of the Review
      Period without a Dispute Notice, by mutual agreement of the parties, or by
      determination of the Accounting Firm, shall be called the “Final Working
      Capital”. The
      date
      on which the Final Working Capital is determined, whether by expiration of
      the
      Review Period without a Dispute Notice, by mutual agreement of the parties,
      or
      by determination of the Accounting Firm, shall be called the “Determination
      Date”. 

     

    1.9.4
      Payment
      of Working Capital Adjustment.
      

    


    1.9.4.1
      Increase
      of Merger Consideration and Related Payment.
      If the
      Final Working Capital is greater than the Estimated Working Capital, the Merger
      Consideration shall be increased by an amount equal to such excess unless the
      amount of such excess exceeds the Initial Working Capital Escrow Amount in
      which
      case the Merger Consideration shall be increased only by an amount equal to
      the
      Initial Working Capital Escrow Amount (the amount of such increase is the
“Working Capital Excess”). Parent shall cause the Working Capital Excess to be
      paid promptly to the Escrow Agent following the Determination Date for deposit
      into the escrow account designated for the Working Capital Escrow Amount. If
      there is a Working

    


    
      
        
          
          

        

        
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    Capital
      Excess, the Parent and the Stockholders’ Agent shall promptly direct the Escrow
      Agent to disburse (and the intended recipient shall be entitled to demand from
      the Escrow Agent and receive) the full amount of the Working Capital Escrow
      Amount (after any required deduction for fees and disbursements of the
      Accounting Firm in accordance with Section 1.9.3) in accordance with the Agreed
      Escrow Distribution Methodology. 

    


    The
      Working Capital Excess payable from the Working Capital Escrow Amount shall
      be
      the sole source of payment for holders of Merger Consideration Rights for any
      increase in Merger Consideration relating to the Final Working
      Capital.

    


    1.9.4.2
      Decrease
      of Merger Consideration and Related Payment.
      If the
      Final Working Capital is less than the Estimated Working Capital, the Merger
      Consideration shall be decreased by an amount equal to such shortfall unless
      such shortfall exceeds the Initial Working Capital Escrow Amount in which case
      the Merger Consideration shall be decreased only by an amount equal to the
      Initial Working Capital Escrow Amount (the amount of such decrease is the
“Working Capital Shortfall”). If there is a Working Capital Shortfall, the
      Parent and the Stockholders’ Agent shall direct the Escrow Agent to disburse
      (and the intended recipient shall be entitled to demand from the Escrow Agent
      and receive) the Working Capital Escrow Amount (after any required deduction
      for
      fees and disbursements of the Accounting Firm in accordance with Section 1.9.3)
      as follows: 

    


    1.9.4.2.1
      No
      Working Capital Payment to Stockholders.
      If the
      Working Capital Shortfall is equal to or greater than the Working Capital Escrow
      Amount (after any required deduction for fees and disbursements of the
      Accounting Firm in accordance with Section 1.9.3), then the holders of Merger
      Consideration Rights shall not receive any disbursement from the Working Capital
      Escrow Amount. The Parent shall be entitled to receive from the Escrow Agent,
      by
      wire transfer, the full amount of the Working Capital Escrow Amount. The Working
      Capital Escrow Amount shall be the sole source of payment for any Working
      Capital Shortfall. 

    


    1.9.4.2.2
      Working
      Capital Payment to Stockholders.
      If the
      Working Capital Shortfall is less than the Working Capital Escrow Amount (after
      any required deduction for fees and disbursements of the Accounting Firm in
      accordance with Section 1.9.3) then Parent shall be entitled to receive from
      the
      Escrow Agent, by wire transfer, the Working Capital Shortfall. The Escrow Agent
      shall disburse the remaining balance of the Working Capital Escrow Amount (after
      any required deduction for fees and disbursements of the Accounting Firm in
      accordance with Section 1.9.3) in accordance with the Agreed Escrow Distribution
      Methodology. 

    


    1.9.4.3
      No
      Change in Merger Consideration.
      If the
      Final Working Capital is equal to the Estimated Working Capital, the Merger
      Consideration shall not be adjusted. The Parent and the Stockholders’ Agent
      shall direct the Escrow Agent to disburse (and the intended recipient shall
      be
      entitled to demand from the Escrow Agent and receive) the full amount of
      the

    


    
      
        
          
          

        

        
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    Working
      Capital Escrow Amount in accordance with the Agreed Escrow Distribution
      Methodology.

    


    1.9.4.4
      Payments
      to Non-Claiming Holders.
      

    


    1.9.4.4.1
      If a Non-Claiming Holder surrenders his, her or its Certificate(s) and duly
      tenders his, her or its duly executed Letter(s) of Transmittal (with such
      modifications, if any, made in accordance with Section 1.4.6.3) in accordance
      with Section 1.4.6 following the Parent’s receipt of any disbursements from the
      Working Capital Escrow Amount made in accordance with the Agreed Distribution
      Methodology, then the Surviving Company will cause to be paid to any such
      Non-Claiming Holder (subject to Sections 1.4.6.8 and 1.8.7.2) an amount equal
      to
      the amount (without interest and reduced for any amounts required to be withheld
      under the Code with respect to the making of such payment) such Non-Claiming
      Holder would have otherwise received but did not receive as a result of being
      a
      Non-Claiming Holder. 

    1.9.4.4.2
      Notwithstanding the provisions of Sections 1.9.4.4.1, neither Parent, nor any
      Affiliate of Parent, nor the Surviving Company shall be liable to any
      Non-Claiming Holder for any disbursements Parent received from the Working
      Capital Escrow Amount made in accordance with the Agreed Distribution
      Methodology and paid (or for any other amount paid) to a public official
      pursuant to applicable abandoned property, escheat or similar laws.

     

    1.9.4.5
      No
      Other Obligation to Pay Working Capital Escrow Amount.
      Neither
      Parent nor any Affiliate of Parent, nor the Surviving Company will have any
      obligations to pay any amounts to the Stockholders with respect to the Working
      Capital Escrow Amount beyond the amounts expressly provided for above in Section
      1.9.

    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF JJI

    


    JJI
      hereby represents and warrants to the Parent and Merger Sub, both as of the
      date
      of execution of this Agreement and as of the Effective Time (except when a
      different date or dates is expressly provided, in which event the representation
      or warranty will be as of that date or dates), as follows:

    


    2.1
      Organization,
      Powers, Good Standing and Capitalization.
      

    


    2.1.1
      Organization,
      Powers and Good Standing.
      JJI is
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware and qualified to do business in all states where such
      qualification is required except where failure to be so qualified would not
      have
      a Material Adverse Effect or expose JJI to Adverse Consequences in excess of
      $50,000 in the aggregate. The jurisdiction of organization of JJI and each
      of
      its Subsidiaries and all jurisdictions in which JJI or any Subsidiary of JJI
      is
      qualified to do business are set forth on Schedule 2.1.1. JJI, the German
      Parent, Hoffmeister and each other Subsidiary of JJI has all requisite
      organizational power and authority to own and operate its properties, to carry
      on its

    


    
      
        
          
          

        

        
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    business
      as now conducted and proposed to be conducted, and in the case of JJI to enter
      into this Agreement and each Transaction Document to which it is a party. Each
      Subsidiary of JJI, including the German Parent and Hoffmeister, is a duly
      organized and validly existing corporation or legal entity in good standing
      (with respect to jurisdictions that recognize such concept) under the Laws
      of
      its jurisdiction of formation. JJI, the German Parent, Hoffmeister and each
      other Subsidiary of JJI is duly qualified and in good standing (with respect
      to
      jurisdictions that recognize such concept) as a foreign corporation or other
      entity authorized to do business in each of the jurisdictions in which such
      qualification is required except where failure to be so qualified would not
      have
      a Material Adverse Effect or expose JJI and its Subsidiaries collectively to
      Adverse Consequences in excess of $50,000 in the aggregate. JJI and its
      Subsidiaries, including the German Parent and Hoffmeister, have heretofore
      made
      available to Parent’s Representatives accurate and complete copies of its
      Governing Documents, none of which have been modified or added to since November
      1, 2005. All outstanding shares of capital stock (or equivalent equity interests
      of entities other than corporations) of each of JJI’s Subsidiaries, including
      the German Parent and Hoffmeister, are beneficially owned, directly or
      indirectly, exclusively by JJI. 

    


    2.1.2
      Capitalization.
      

     

    2.1.2.1
      As of the date of this Agreement, the Closing Date and immediately prior to
      the
      Effective Time:

    


    2.1.2.1.1
      the authorized JJI Stock and Class B Common Stock Warrants and the
      capitalization of each of its Subsidiaries is as set forth on Schedule 2.1.2;
      

     

    2.1.2.1.2
      all issued and outstanding JJI Stock and the capital stock of each of its
      Subsidiaries is duly authorized and validly issued, fully paid, nonassessable,
      and free and clear of all Liens except for Liens which will be terminated upon
      payment of the Senior Debt Payments in accordance with Section
      1.7.1.1;

    


    2.1.2.1.3
      the identity of the holders of JJI Stock and Class B Common Stock
      Warrants and
      the
      percentage of their fully-diluted ownership of the JJI Stock is set forth on
      Schedule 2.1.2;

    


    2.1.2.1.4
      no JJI Stock, nor any capital stock of any of its Subsidiaries, other than
      as
      described above, is issued and outstanding;

    


    2.1.2.1.5
      except as provided in Schedule 2.1.2, there are no preemptive or other
      outstanding rights, options, warrants, conversion rights or similar agreements
      or understandings for the purchase or acquisition from JJI or any of its
      Subsidiaries of any capital stock or other equity interest; and

    


    
      
        
          
          

        

        
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    2.1.2.1.6
      the accrued and unpaid dividends with respect to JJI Stock (none of which
      dividends have been declared or are or will be payable) are set forth on
      Schedule 2.1.2; and

     

    2.1.2.1.7
      there are no declared and unpaid dividends with respect to JJI
      Stock.

    


    2.1.2.2
      Assuming (i) the Surviving Company files the Certificate of Merger, (ii) the
      Merger and the Merger Agreement have been duly and validly authorized by Parent,
      Merger Sub and the parent of Merger Sub, (iii) that the parent of Merger Sub
      is
      an Affiliate of Parent and (iv) that the parent of Merger Sub is the sole
      shareholder of the Merger Sub immediately prior to the Effective Time, then
      at
      the Effective Time no Person other than the parent of Merger Sub shall have
      any
      right in or to any capital stock (or any other equity interest) of JJI. No
      Person other than JJI (or in the case of Hoffmeister, the German Parent which
      is
      a Subsidiary of JJI) has any right in or to any capital stock (or any other
      equity interest) of any of JJI’s Subsidiaries. There shall be no Options or
      Warrants outstanding immediately prior to the Effective Time.

    


    2.2
      Authorization;
      Binding Obligation.

    


    2.2.1
      The
      execution, delivery and performance of this Agreement by JJI and the
      consummation of the Transactions contemplated hereby have been duly and validly
      authorized by all requisite corporate action, and no other proceedings on its
      part are necessary to authorize the execution, delivery or performance of this
      Agreement, except for the affirmative vote or written consent in favor of the
      Merger of the holders of a majority of the JJI Stock entitled to vote. This
      Agreement and the Transactions have been approved by JJI’s board of directors
      and by the holders of over 87% of the shares of JJI entitled to vote on such
      matters.

    


    2.2.2
      This Agreement is, and the other Transaction Documents when executed and
      delivered will be, the legally valid and binding obligations of JJI and
      Stockholder’s Agent, each enforceable against JJI and Stockholders’ Agent in
      accordance with its respective terms, except as may be limited by bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium or other Laws
      affecting creditors’ rights generally and the effects of general principles of
      equity. 

    


    2.2.3
      Immediately prior to and at the Effective Time, this Agreement and each of
      the
      Transactions will have been duly and irrevocably authorized in such a manner
      that no additional authorization of the stockholders of JJI or any of the
      Stockholders is required for this Agreement and the Transactions to be fully
      effective.

    


    2.3
      No
      Material Adverse Effect.
      Except
      as set forth in Schedule 2.3, since December 31, 2005,

    


    
      
        
          
          

        

        
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      2.3.1 Neither JJI or any of its Subsidiaries has conducted its business or
      engaged in any transaction other than in the ordinary course of its business
      and
      in substantially the same manner as previously conducted, and

    


    2.3.2
      Except for the matters set forth in the immediately following sentence, there
      have been no events or changes in the business, results of operations, assets,
      financial condition, facts or circumstances affecting JJI or any of its
      Subsidiaries which individually or in the aggregate have had or could reasonably
      be expected to have a Material Adverse Effect. None of the following, either
      alone or in combination, shall be taken into account in determining whether
      the
      representation in the immediately preceding sentence is accurate: (i)
      any
      failure by JJI to meet internal projections or forecasts or published revenue
      or
      earnings predictions for any period ending (or for which revenues or earnings
      are released) on or after the date of this Agreement; or (ii) any adverse
      change, effect, event, occurrence, state of facts or development attributable
      to, resulting from, or relating to (A) the announcement or pendency of the
      transactions contemplated by this Agreement; (B) conditions affecting the
      industry in which JJI participates, the U.S. economy as a whole or the capital
      markets in general or the markets in which JJI operates which do not
      disproportionately affect JJI; (C) compliance with the terms of, or the taking
      of any action required by, this Agreement; (D) any change in accounting
      requirements or principles or any change in applicable laws, rules or
      regulations or the interpretation thereof; (E) actions required to be taken
      after the Closing under applicable laws, rules, regulations, contracts or
      agreements; or (F) acts of terrorism or military action or the threat thereof
      which do not disproportionately affect JJI.

    


    2.4
      No
      Conflict.
      Subject
      to any filings and approvals required under the Merger Filing Laws, the
      execution and delivery and performance of this Agreement by JJI and the
      consummation of the Transactions contemplated hereby do not and will
      not

    


    2.4.1
      violate or conflict with any Laws, or

    


    2.4.2
      violate, conflict with, result in a Breach of, or constitute a default (with
      due
      notice or lapse of time or both) under any Governing Documents of JJI or any
      of
      its Subsidiaries.

     

    2.5
      Financial
      Statements.
      The
      financial statements described in Sections 2.5.1 and 2.5.2 and to be delivered
      pursuant to Section 4.17 (the “Financial Statements”) concerning JJI and its
      Subsidiaries have been prepared in accordance with GAAP and sound business
      practices (including the maintenance of an adequate system of internal controls
      taking into account that JJI currently is not a public company subject to the
      Sarbanes-Oxley Act). The Financial Statements referenced in Section 2.5.1 fairly
      present the financial condition and the results of operations, changes in
      Stockholders’ equity and cash flows of JJI, on a consolidated basis, as of the
      respective dates of and for the periods referred to in such Financial
      Statements, all in accordance with GAAP. The Financial Statements described
      in
      Section 2.5.2 fairly present (and the Financial Statements delivered pursuant
      to
      Section 4.17 will fairly present) the financial condition and the results of
      operations, changes in Stockholders’ equity and cash flows of JJI, on a
      consolidated basis, as of the respective dates of and for the periods referred
      to in such Financial Statements, all in accordance with GAAP except as set
      forth
      in Schedule 2.5. The Financial

    


    
      
        
          
          

        

        
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    Statements
      referred to in this Section 2.5 and delivered pursuant to Section 4.17 reflect
      and will reflect the consistent application of such accounting principles
      throughout the periods involved, except as disclosed in the notes to such
      Financial Statements. The Financial Statements include:

    


    2.5.1
      the
      consolidated balance sheets at December 31, 2005 and 2004 and the related
      statements of income and cash flow of JJI and
      its
      Subsidiaries, for the years then ended, audited by Deloitte & Touche LLP;
      and

     

    2.5.2
      the
      consolidated balance sheets at the end of March 31, 2006 and the related
      statements of income and cash flow of JJI and its Subsidiaries for the period
      then ended.

    


    2.6
      Investment
      Bankers.
      Except
      as set forth on Schedule 2.6, neither JJI nor its Subsidiaries have incurred
      any
      liability, contingent or otherwise, for any investment banking fee, commission
      or financial advisory fee in connection with the Transactions contemplated
      by
      this Agreement.

    


    2.7
      Compliance
      with Laws.
      Except
      for matters which would not have a Material Adverse Effect, (i) JJI represents
      and warrants that it is in compliance and each of its Subsidiaries is in
      compliance with the requirements of all applicable Laws and (ii) there is no
      basis for the assertion of any claim for any violation of applicable Law against
      JJI or any of its Subsidiaries. No representation or warranty is given under
      this Section 2.7 with respect to Environmental Laws, ERISA or Laws relating
      exclusively to Taxes. 

    


    2.8
      Intellectual
      Property.
      

     

    2.8.1
      List
      of Material Contracts Relating to Intellectual Property and Certain Other
      Intellectual Property Matters.
      Schedule 2.8.1 contains a complete and accurate list of all licenses and
      material contracts to which JJI and each of its Subsidiaries is a party that
      relate to any of the Intellectual Property used by JJI or any Subsidiary of
      JJI
      in any business. To JJI’s Knowledge, there are no outstanding or threatened
      disputes with respect to any such license or contract. Except as otherwise
      noted
      on Schedules 2.8.1, 2.8.2, 2.8.3 and 2.8.4, JJI or its Subsidiaries is the
      owner
      of all right, title and interest in and to the Intellectual Property listed
      on
      such Schedules free and clear of all Liens, and has the right to use, without
      payment to a third party, all of such listed Intellectual Property. To JJI’s
      Knowledge, the Intellectual Property listed on Schedules 2.8.2, 2.8.3 and 2.8.4
      and the Intellectual Property that is the subject of the contracts and licenses
      listed on Schedule 2.8.1 include all of the Intellectual Property necessary
      for
      or used in the operation of the businesses of JJI and its Subsidiaries as such
      businesses are currently operated or have been operated at any time on or after
      January 1, 2004. 

     

    2.8.2
      Patents.
      Schedule 2.8.2 contains a complete and accurate list of all issued Patents
      which
      are still in effect and owned or now used by JJI or any of its Subsidiaries
      and
      all pending Patent applications (including petty patents and industrial design
      registrations) of JJI and its Subsidiaries. 

     

    


    
      
        
          
          

        

        
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    2.8.2.1
      Except as set forth on Schedule 2.8.2.1, all of the issued Patents listed on
      Schedule 2.8.2 are currently in compliance with all formal legal requirements
      (including, if applicable, payment of filing, examination and maintenance fees
      and proofs of working or use), are, to the Knowledge of JJI, valid and
      enforceable, list JJI or a Subsidiary of JJI as the sole current owner in the
      records of the Appropriate Governmental Authority and are not subject to any
      maintenance fees or taxes or actions falling due within ninety (90) days after
      the Effective Time.

     

    


    2.8.2.2
      Except for matters which would not have a Material Adverse Effect, no Patent
      listed on Schedule 2.8.2 has been or is now involved in any interference,
      reissue, reexamination, or opposition proceeding. To JJI’s Knowledge, there is
      no potentially interfering patent or patent application of any third
      party.

    


    2.8.2.3
      To JJI’s Knowledge, except as set forth on Schedule 2.8.2, no Patent listed on
      Schedule 2.8.2 is infringed or has been challenged or threatened in any way,
      except where the infringement, challenge or threat would not have a Material
      Adverse Effect. None of the products manufactured or sold, nor any process
      used,
      by JJI or its Subsidiaries infringes or, to JJI’s Knowledge, is alleged to
      infringe any Patent or other proprietary right of any other Person.

    


    2.8.3
      Trademarks.
      Schedule 2.8.3 contains a complete and accurate list of all (i) registered
      Trademarks currently or at any time since January 1, 2003 owned or used by
      JJI
      or any of its Subsidiaries and each office or other location where each of
      such
      Trademarks has been registered and (ii) the five most significant unregistered
      Trademarks for each of the thirteen divisions of JJI and its
      Subsidiaries.

    


    2.8.3.1
      Except as set forth on Schedule 2.8.3.1, all Trademarks listed on Schedule
      2.8.3
      are owned exclusively by JJI or its Subsidiaries and are currently in compliance
      with all formal Laws (including the timely post-registration filing of
      affidavits of use and incontestability and renewal applications), and, except
      as
      set forth in Schedule 2.8.3, are not subject to any maintenance fees or taxes
      or
      actions falling due within ninety (90) days after the Effective
      Time.

    


    2.8.3.2
      Except for matters which would not have a Material Adverse Effect, no Trademark
      listed on Schedule 2.8.3 has been or is now involved in any opposition,
      invalidation or cancellation proceeding and, to JJI’s Knowledge, no such action
      is threatened with respect to any of such Trademarks.

    


    2.8.3.3
      To JJI’s Knowledge, except as set forth on Schedule 2.8.3.3, no Trademark listed
      on Schedule 2.8.3 is infringed or has been challenged or threatened in any
      way,
      except where the infringement, challenge or threat would not have a Material
      Adverse Effect. None of the Trademarks listed on Schedule 2.8.3, to JJI’s
      Knowledge, is alleged to infringe any trade name, trademark or service mark
      of
      any other Person.

    


    
      
        
          
          

        

        
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    2.8.4
      Copyrights.
      Schedule 2.8.4 contains a complete and accurate list of all registered
      Copyrights owned or used by JJI or any of its Subsidiaries.

    


    2.8.4.1
      All of the registered Copyrights are currently in compliance with formal legal
      requirements, list JJI or a Subsidiary of JJI as the sole current owner in
      the
      records of the appropriate Governmental Authority, are valid and enforceable,
      and, except as set forth on Schedule 2.8.4.1, are not subject to any maintenance
      fees or taxes or actions falling due within ninety (90) days after the Effective
      Time.

     

    2.8.4.2
      To JJI’s Knowledge, no Copyright listed on Schedule 2.8.4.2 is infringed or has
      been challenged or threatened in any way, except where the infringement,
      challenge or threat would not result in a Material Adverse Effect. None of
      the
      subject matter of any of the Copyrights used in JJI’s or its Subsidiaries’
business infringes or, to JJI’s Knowledge, is alleged to infringe any Copyright
      of any third party or is a derivative work based upon the work of any other
      Person. 

    


    2.8.5
      Trade
      Secrets.
      Except
      as
set
      forth
      on Schedule 2.8.5, (i) no Trade Secret of JJI or any Subsidiary of JJI has
      been
      disclosed or authorized to be disclosed to any third party other than pursuant
      to written non-disclosure agreements for the benefit of JJI, and, to the
Knowledge
      of JJI,
      no
      employee or third party is in Breach or default of any such agreement and (ii)
      JJI and each of its Subsidiaries have taken all reasonable precautions to
      protect the secrecy, confidentiality and value of each of their Trade
      Secrets.

    


    2.8.6
      No
      Settlements, Restrictions or Third Party Use.
      Except
      as set forth on Schedule 2.8.6, there are no settlements, forbearances to sue,
      consents, judgments, orders or other obligations that do or may: (i) restrict
      any rights of JJI or any Subsidiary of JJI to use any Owned Intellectual
      Property or other JJI Intellectual Property, (ii) restrict the conduct of the
      business of JJI or any Subsidiary of JJI in order to accommodate a third party’s
      Intellectual Property, or (iii) permit any third party to use any Owned
      Intellectual Property.

    


       2.8.7
      Employee
      Contracts.
      Except
      as set forth in Schedule 2.8.7, all former employees (who have been an employee
      of JJI or its Subsidiaries at any time on or after January 1, 2004) and all
      current employees of JJI and its Subsidiaries have executed written contracts
      with JJI or its Subsidiaries that assign to JJI or its Subsidiaries all rights
      to any inventions, improvements, discoveries or information relating to the
      business of JJI or its Subsidiaries. No employee of JJI or any of its
      Subsidiaries has entered into any Contractual Obligation that restricts or
      limits in any way the scope or type of work in which the employee may be
      engaged, requires the employee to transfer, assign, or disclose information
      concerning his work to anyone other than JJI or its Subsidiaries, or limits
      the
      ability of any such employee to assign to JJI, its Subsidiaries or any other
      Person any rights to any invention, improvement or discovery.

     

    2.8.8
      Impact
      of Agreement.
      The
      execution of this Agreement and the consummation of the Transaction will not
      result in the loss or impairment of any of JJI’s rights in or to any Owned
      Intellectual Property or any other JJI Intellectual Property. 

     

    


    
      
        
          
          

        

        
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    2.9
      Employee Matters. 

     

    


    2.9.1
      Schedule 2.9.1:

    


    2.9.1.1
      contains a complete and accurate list of the following information for each
      employee, director, independent contractor and consultant of JJI and its
      Subsidiaries, including each employee on leave of absence or layoff status:
      employer; name; job title; date of hiring or engagement; current compensation
      paid or payable and any change of 5% or more in compensation since December
      31,
      2005; sick and vacation leave that is accrued but unused; 2005 MIC bonuses,
      estimated 2006 MIC bonuses and any other partially or fully accrued bonuses;
      health insurance options; and service credited for purposes of vesting and
      eligibility to participate under any Plan, or any other employee or director
      benefit plan; 

    


    2.9.1.2
      contains a complete and accurate list of the following information for each
      retired employee or director of JJI and its Subsidiaries, or their dependents,
      receiving benefits or scheduled to receive benefits in the future: name; pension
      benefits; pension option election; retiree medical insurance coverage; retiree
      life insurance coverage; and other benefits;

    


    2.9.1.3
      states the number of employees terminated by JJI and its Subsidiaries since
      December 31, 2004, and contains a complete and accurate list of the following
      information for each such employee of JJI and its Subsidiaries who has been
      terminated or laid off, or whose hours of work have been reduced by more than
      fifty percent (50%) by JJI and its Subsidiaries: (i) the date of such
      termination, layoff or reduction in hours; (ii) the reason for such termination,
      layoff or reduction in hours; and (iii) the location to which the employee
      was
      assigned.

    


    2.9.2
      JJI
      and its Subsidiaries have not violated the Worker Adjustment and Retraining
      Notification Act or any similar foreign, state or local Law. 

    


    2.9.3
      To
      the Knowledge of JJI, no former or current employee, officer, director, agent,
      consultant or contractor of JJI or any of its Subsidiaries is a party to, or
      is
      or has been otherwise bound by, any Contractual Obligation that in any way
      adversely affected, affects, or will affect the ability of JJI or its
      Subsidiaries or Parent to conduct the business as heretofore carried on by
      JJI
      and its Subsidiaries.

    


    2.9.4
      Except as set forth on Schedule 2.9.4,

    


    2.9.4.1
      neither JJI nor any Subsidiary of JJI nor any of the respective employees of
      any
      of them is subject to any collective bargaining agreement,

    


    2.9.4.2
      no petition for certification or union election is pending with respect to
      the
      employees of JJI or any of its Subsidiaries and no union or collective
      bargaining unit has sought such certification or recognition with respect to
      the
      employees of JJI or any of its Subsidiaries in the last five (5)
      years,

    


    
      
        
          
          

        

        
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    2.9.4.3
      there are no strikes, slowdowns, work stoppages or material controversies
      pending or, to the Knowledge of JJI, threatened between JJI or any of its
      Subsidiaries and its respective employees, other than employee grievances
      arising in the ordinary course of business, 

    


    2.9.4.4
      hours worked by and payment made to employees of JJI comply with the Fair Labor
      Standards Act and each other federal, state, provincial, local or foreign Law
      applicable to such matters; and 

    


    2.9.4.5
      neither JJI nor any Subsidiary of JJI is party to any employment
      contracts.

    


    2.9.5
      Upon payment of the amount established in connection with Section 1.7.1.1.9,
      neither the Surviving Company nor any Subsidiary of the Surviving Company (other
      than Hoffmeister) will have any obligation to pay severance benefits except
      the
      standard severance benefits provided by Parent’s Affiliates.

    


    2.10
      Litigation;
      Adverse Facts.
      Except
      as set forth on Schedule 2.10, there are no judgments, orders, writs,
      injunctions or decrees outstanding against JJI or any Subsidiary of JJI or
      affecting any property of JJI or any of its Subsidiaries as
      of the
      Effective Time, nor is there any Litigation pending, or to the Knowledge of
      JJI
      threatened, against JJI or any of its Subsidiaries or their respective officers,
      directors, or employees in their capacities as such. To JJI’s Knowledge, there
      are no facts that would reasonably be expected to give rise to Litigation that,
      individually or in the aggregate, has had or, if adversely determined, would
      reasonably be expected to result in any Material Adverse Effect, taken as a
      whole, or materially impair the ability of JJI to consummate the Merger or
      other
      Transactions contemplated hereby.

    


    2.11
      Ownership
      of Property and Assets; Liens.
      

    


    2.11.1
      The real estate (“Real Estate”) listed in Schedule 2.11 constitutes all of the
      real property owned, leased, subleased, or used by JJI or any of its
      Subsidiaries. Schedule 2.11 further describes any Real Estate with respect
      to
      which JJI or any of its Subsidiaries is a lessor or sublessor. A true and
      complete copy of each lease has heretofore been made available to Parent. Use
      of
      the Real Estate for the various purposes for which it is presently being used
      is
      permitted as of right under all applicable zoning legal requirements and is
      not
      subject to “permitted nonconforming” use or structure classifications.


    


    2.11.2
      All Improvements on the Owned Real Estate are (i) in compliance with all
      applicable Laws, including those pertaining to zoning, building and the
      disabled, (ii) in good repair and in good condition, ordinary wear and tear
      excepted, and (iii) free from latent and patent defects. No part of any
      Improvement on the Owned Real Estate encroaches on any real property not
      included in the Owned Real Estate, and there are no buildings, structures,
      fixtures or other improvements primarily situated on adjoining property which
      encroach on any part of the

    


    
      
        
          
          

        

        
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    Owned
      Real Estate. The land which is a part of the Owned Real Estate (i) abuts on
      and
      has direct vehicular access to a public road or has access to a public road
      via
      a permanent, irrevocable, appurtenant easement benefiting such land and
      comprising a part of the Owned Real Estate, (ii) is supplied with public or
      quasi-public utilities and other services appropriate for the operations located
      thereon and (iii) is not located within any flood plain or area subject to
      wetlands regulation or any similar restriction. There is no existing or proposed
      plan to modify or realign any street or highway or any existing or proposed
      eminent domain proceeding that would result in the taking of all or any part
      of
      any Owned Real Estate or that would prevent or hinder the continued use of
      any
      Owned Real Estate as heretofore used in the conduct of the business of JJI
      and
      its Subsidiaries.

    


    2.11.3
      To
      JJI’s Knowledge, all Improvements on the Leased Real Estate are (i) in
      compliance with all applicable Laws, including those pertaining to zoning,
      building and the disabled, (ii) in good repair and in good condition, ordinary
      wear and tear excepted, and (iii) free from latent and patent defects. To JJI’s
      Knowledge, no part of any Improvement on the Leased Real Estate encroaches
      on
      any real property not included in the Leased Real Estate, and there are no
      buildings, structures, fixtures or other improvements primarily situated on
      adjoining property which encroach on any part of the Leased Real Estate. To
      JJI’s Knowledge, the land which is a part of the Leased Real Estate (i) abuts on
      and has direct vehicular access to a public road or has access to a public
      road
      via a permanent, irrevocable, appurtenant easement benefiting such land and
      comprising a part of the Leased Real Estate, (ii) is supplied with public or
      quasi-public utilities and other services appropriate for the operations located
      thereon and (iii) is not located within any flood plain or area subject to
      wetlands regulation or any similar restriction. To JJI’s Knowledge, there is no
      existing or proposed plan to modify or realign any street or highway or any
      existing or proposed eminent domain proceeding that would result in the taking
      of all or any part of any Leased Real Estate or that would prevent or hinder
      the
      continued use of any Leased Real Estate as heretofore used in the conduct of
      the
      business of JJI and its Subsidiaries. 

    


    2.11.4
      Each of JJI or one of its Subsidiaries has, and at the Effective Time will
      have,
      good and valid fee simple title to all the Real Estate reflected on Schedule
      2.11 except for Real Estate described as leased on Schedule 2.11 and with
      respect to the Real Estate described as leased on Schedule 2.11, JJI or one
      of
      its Subsidiaries has, and at the Effective Time will have, a good and valid
      leasehold interest in each parcel of such Real Estate.

    


    2.11.5
      Except as set forth on Schedule 2.11.5, each of JJI and its Subsidiaries has
      good title to, or valid leasehold interests in, all personal property (in each
      case, tangible and intangible) used by JJI or necessary to permit JJI and its
      Subsidiaries to conduct their businesses as currently conducted. The personal
      properties (in each case, tangible and intangible), owned or used by JJI and
      its
      Subsidiaries are in satisfactory condition and repair for their continued use
      as
      they have been used and adequate in all material respects for their current
      use,
      subject to reasonable wear and tear. 

    


    2.11.6
      Except as set forth on Schedule 2.11.6, to the Knowledge of JJI, the buildings,
      plants and structures (collectively, the “Improvements”) and equipment of JJI
      and its

    


    
      
        
          
          

        

        
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    Subsidiaries,
      whether owned or leased by JJI or its Subsidiaries, are structurally sound,
      are
      in good operating condition and repair, and are adequate for the uses to which
      they are being put, and none of such Improvements or equipment is in need of
      maintenance or repairs except for ordinary, routine maintenance and repairs
      that
      are not material in nature or cost. To the Knowledge of JJI, the Improvements
      and equipment of JJI and its Subsidiaries are sufficient for the continued
      use
      by JJI and its Subsidiaries after the Closing in substantially the same manner
      as used by JJI and its Subsidiaries prior to the Closing. No portion of JJI’s or
      any of its Subsidiaries’ Real Estate has suffered any material damage by fire or
      other casualty loss that has not heretofore been repaired and restored in all
      material respects to its original condition or otherwise remedied. 

    


    2.11.7
      Except as set forth on Schedule 2.11.7, none of the Real Estate, Improvements,
      or personal property of JJI or any of its Subsidiaries is subject to any Liens
      other than Permitted Encumbrances, and there are no facts, circumstances or
      conditions that, to the Knowledge of JJI, are reasonably likely to result in
      any
      Liens (including Liens arising under Environmental Laws) other than Permitted
      Encumbrances against the Real Estate or personal property of JJI or any of
      its
      Subsidiaries. Except as would not have a Material Adverse Effect, each of JJI
      and each of its Subsidiaries has received all deeds, assignments, waivers,
      consents, nondisturbance and attornment or similar agreements, bills of sale
      and
      other documents, and has duly effected all recordings, filings and other actions
      necessary to establish, protect and perfect JJI’s and each such Subsidiary’s
      right, title and interest in and to all such Real Estate and material personal
      property. Schedule 2.11 also describes any purchase options, rights of first
      refusal or other similar contractual rights or obligations pertaining to any
      Real Estate and material personal property. All material permits required to
      have been issued or appropriate to enable the Real Estate to be lawfully
      occupied and used for all of the purposes for which it is currently occupied
      and
      used have been lawfully issued and are in full force and effect. 

    


    2.12
      Environmental
      Matters.
      

    


    2.12.1
      Except as set forth in Schedule 2.12 with respect to Germany and except for
      matters related to the Other Agreed U.S. Environmental Issues, the Omega
      Chemical Site and the Puente Valley Site: 

    


    2.12.1.1
      (i) neither JJI nor any Subsidiary has caused or permitted any Release of
      Hazardous Materials on, at, under, or from any of their Real Estate, and (ii)
      neither JJI nor any Subsidiary of JJI has any liability for the disposal or
      contamination of any Hazardous Materials on any third party
      property;

    


    2.12.1.2
      JJI, each of Subsidiary of JJI and the Real Estate are in compliance with all
      Environmental Laws;

    


    2.12.1.3
      JJI and each Subsidiary of JJI has obtained, and is in compliance with, all
      Environmental Permits required by Environmental Laws for the operation of the
      Real

    


    
      
        
          
          

        

        
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    Estate
      and their respective businesses as presently conducted, and all such
      Environmental Permits are in effect;

    


    2.12.1.4
      to the Knowledge of JJI there are no events, occurrences or conditions,
      including any Releases of Hazardous Materials, which would reasonably be
      expected to result in any Environmental Liabilities of JJI or any Subsidiary
      of
      JJI;

    


    2.12.1.5
      there is no Litigation arising under any Environmental Laws or Environmental
      Permits that (i) seeks damages, penalties, fines, costs or expenses, (ii) could
      result in injunctive relief against JJI or any of Subsidiary of JJI, or (iii)
      alleges criminal misconduct by JJI or any Subsidiary of JJI;

    


    2.12.1.6
      no written notice has been received by JJI or any Subsidiary of JJI identifying
      any of them as a “potentially responsible party” or requesting information under
      CERCLA or analogous state statutes, and, to the Knowledge of JJI, there are
      no
      facts, circumstances or conditions that would reasonably be expected to result
      in any of JJI or its Subsidiaries being identified as a “potentially responsible
      party” under CERCLA or analogous state statutes; and

    


    2.12.1.7
      JJI has provided to Parent copies of all existing environmental reports, reviews
      and audits and all material written information pertaining to actual or
      potential Environmental Liabilities, in each case in possession of JJI or any
      of
      its Subsidiaries and relating to any of JJI, any of its Subsidiaries or any
      of
      the Real Estate.

    


    2.12.2
      With respect to the Other Agreed U.S. Environmental Issues, the Omega Chemical
      Site and the Puente Valley Site:

    


    2.12.2.1
      To JJI’s Knowledge, JJI has provided to Parent copies of all existing
      environmental reports, reviews and audits and all material written information
      pertaining to actual or potential Environmental Liabilities, in each case in
      possession of JJI or any of its Subsidiaries and relating to any of JJI, any
      of
      its Subsidiaries or any of the Real Estate.

    


    2.12.2.2
      To JJI’s Knowledge, JJI has provided Parent with all such other material
      information and knowledge as JJI or any of its Subsidiaries may have or know
      regarding the potential Adverse Consequences to JJI and its
      Subsidiaries.

    


    2.12.2.3
      The amount set forth in Section 1.7.1.2.5 for the Puente Valley Site Estimated
      Costs is the collective amount that JJI and Yort, Inc. will be required to
      pay
      with respect to the Puente Valley Site.

    


    2.13
      ERISA.

    


    2.13.1
      Schedule 2.13.1 contains a true and complete list of each “employee benefit
      plan” (within the meaning of Section 3(3) of ERISA) and all other employee
      benefit

    


    
      
        
          
          

        

        
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    plans,
      contracts, agreements, practices, policies or arrangements, written or oral
      and
      whether or not subject to ERISA, which JJI or any of its Subsidiaries maintains,
      contributes to, is a party to or otherwise has or could have any obligation
      under, with respect to any current or former officer, director, employee and/or
      independent contractor of JJI or its Subsidiaries, as of the Effective Time
      (collectively, the “Plans”), including the following plans: all employment,
      severance, change-in-control and fringe benefit plans; all stock option, stock
      bonus and stock purchase programs; all retirement income, pension benefit or
      other retirement plan or benefit; all bonus, profit sharing, gain sharing,
      deferred compensation, retention bonus, or other similar plans.

    


    2.13.2
      Each Plan (and each related trust or insurance contract) complies in form and
      in
      operation in all material respects with the applicable requirements of ERISA
      and
      the Code. All
      required reports and descriptions (including but not limited to Form 5500 annual
      reports and required attachments, Forms 1099-R, summary annual reports, Forms
      PBGC-1 and summary plan descriptions) have been filed or distributed
      appropriately with respect to each Plan. All required Tax filings with respect
      to each Plan have been made, and any Taxes due in connection with such filings
      have been paid. All
      contributions (including all employer contributions and employee salary
      reduction contributions), premiums and expenses which are due have been paid
      to
      or on behalf of each Plan and appropriate accruals have been made for amounts
      not yet due but accrued. Each Plan that is an “employee pension benefit plan”
(within the meaning of Section 3(2) of ERISA) and is intended to be qualified
      under Section 401(a) of the Code (a “Pension Benefit Plan”), has timely applied
      for or received a determination letter from the IRS or the prototype sponsor
      with respect to any prototype plan has timely applied for or received an opinion
      letter from the IRS to the effect that it meets the requirements of Section
      401(a) of the Code and, to JJI’s knowledge, no facts exist that would adversely
      affect the qualified status of any such Pension Benefit Plan other than the
      failure to make any required amendments, the time for the adoption of which
      has
      not expired. The trusts maintained under such Pension Benefit Plans are exempt
      from taxation under Section 501(a) of the Code. Neither JJI nor any of its
      Subsidiaries nor any trustee or any fiduciary of any of the Plans has engaged
      in
      any prohibited transaction within the meaning of Sections 406 or 407 of ERISA
      or
      Section 4975 of the Code with respect to any of the Plans that could result
      in
      the imposition of any material liability on such Plan or JJI or for which no
      exemption exists under Section 408 of ERISA or Section 4975(d) of the Code.
      

    


    2.13.3
      Except
      as
      set forth in Schedule 2.13.3, neither JJI nor any of its Subsidiaries has any
      obligations for retiree health and life benefits under any Plan, other than
      coverage as may be required under Section 4980B of the Code or Part 6 of Title
      I
      of ERISA. To JJI’s Knowledge, no event or condition exists with respect to a
      Plan that could subject JJI to Tax under Section 4980B of the Code.

    


    2.13.4
      Except as set forth in Schedule 2.13.4, as of the last day of the most recent
      prior plan year, the market value of assets under each Pension Benefit Plan
      subject to Title IV of ERISA (a “Defined Benefit Pension Plan”), other than any
      Multiemployer Plan, equaled or exceeded the present value of benefit liabilities
      thereunder (determined in accordance with the

    


    
      
        
          
          

        

        
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    actuarial
      valuation assumptions described on Schedule 2.13.4). No Defined Benefit Pension
      Plan (other than any Multiemployer Plan) has, in the past five years, been
      completely or partially terminated or been the subject of a Reportable Event
      as
      to which notices would be required to be filed with the PBGC. No proceeding
      by
      the PBGC to terminate any Defined Benefit Pension Plan (other than any
      Multiemployer Plan) has been instituted. In the past five years, neither JJI
      nor
      any Subsidiary has incurred any liability to the PBGC (other than PBGC premium
      payments) or otherwise under Title IV of ERISA (including any withdrawal
      liability) with respect to any Defined Benefit Pension Plan that JJI or any
      Subsidiary maintains or to which JJI or any Subsidiary contributes for the
      benefit of any current or former employee. 

    


    2.13.5
      Except as provided in Schedule 2.13.5, (i) no transaction or event has occurred
      with respect to any Plan which would be reasonably likely to result in a
      liability which would, individually or in the aggregate, have a Material Adverse
      Effect; (ii) neither JJI nor its Subsidiaries has any commitment, intention
      or
      understanding to create, modify, terminate or adopt any Plan that would result
      in any additional liability to Parent or its Subsidiaries; and (iii) since
      the
      beginning of the current fiscal year of any Plan, no event has occurred and
      no
      condition or circumstance has existed which would be reasonably likely to result
      in a material increase in the benefits under or the expense of maintaining
      such
      Plan maintained by JJI and/or its Subsidiaries from the level of benefits or
      expenses incurred for the most recently completed fiscal year of such
      Plan. 

    


    2.13.6
      At
      all times on and after the effective date of ERISA, neither JJI nor any of
      JJI’s
      Subsidiaries has maintained, contributed to or otherwise had any obligation
      with
      respect to any “multiemployer plan” (as defined in Section 3(37) of ERISA)
      (“Multiemployer Plan”) except as set forth on Schedule 2.13.6, and neither JJI
      nor any of its Subsidiaries has any withdrawal or other liability or exposure
      under any Multiemployer Plan except as set forth on Schedule
      2.13.6.

    


    2.13.7
      Except as provided in Schedule 2.13.7, the execution and performance of the
      Transactions contemplated by this Agreement will not (either alone or upon
      the
      occurrence of any additional or subsequent events) constitute an event under
      any
      Plan or agreement that will or may reasonably be expected to result in any
      payment (whether of severance pay or otherwise), acceleration, vesting or
      increase in benefits with respect to any employee, former employee or director
      or officer of JJI, or its Subsidiaries.

    


    2.13.8
      THIS SECTION INTENTIONALLY LEFT BLANK.

    


    2.13.9
      To
      the Knowledge of JJI, neither JJI nor its Subsidiaries maintained any Plan
      which
      is a “group health plan” (as such term is defined in Section 5000(b)(1) of the
      Code) that has not been administered and operated in all respects in compliance
      with the applicable requirements of Section 601 of ERISA and Section 4980(b)
      of
      the Code, and JJI and its Subsidiaries are not subject to any liability,
      including, without limitation, additional contributions, fines, penalties or
      loss of tax deduction as a result of such administration and
      operation.

    


    
      
        
          
          

        

        
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    2.13.10
      With respect to each Plan that is funded wholly or partially through an
      insurance policy, there will be no liability of JJI or any Subsidiary as of
      the
      Effective Time under any such insurance policy or ancillary agreement with
      respect to such insurance policy in the nature of a retroactive rate adjustment,
      loss sharing arrangement or other actual or contingent liability arising wholly
      or partially out of events occurring prior to the Effective Time.

     

    2.13.11
      No charge, complaint, action, suit, proceeding, hearing, investigation, claim
      or
      demand with respect to the investment of the assets or the administration of
      any
      Plan that JJI or any Subsidiary maintains or to which JJI or any Subsidiary
      contributes or the benefit of any current or former employee of JJI or any
      Subsidiary (other than a routine claim for benefit) is pending. 

    


    2.13.12
      Except as set forth on Schedule 2.13.12, neither JJI nor any entity considered
      under common control with JJI (within the meaning of Section 414(b), (c), (m)
      or
      (o) of the Code) has incurred any liability in connection with the termination
      of a Pension Benefit Plan subject to Title IV of ERISA, the complete or partial
      withdrawal from a Multiemployer Plan subject to Title IV of ERISA, or the
      failure to make contributions due under Section 412 of the Code or premiums
      due
      to the PBGC under Title IV of ERISA, which liability will not have been
      satisfied as of the Effective Time.

    


    2.13.13
      With respect to all operations of JJI and its Subsidiaries other than those
      operations in the United States, the Plans have at all times substantially
      complied with and been administered in accordance with applicable Laws,
      regulations and government taxation or funding requirements. In particular,
      but
      without limitation, JJI does not have Knowledge of any failure to comply with
      any applicable Law, regulation or requirement, or any other circumstance, which
      would or is likely to result in the loss of tax approval or other regulatory
      approval for any of the Plans which are intended to have such
      approval.

    


    2.14
      Agreements
      and Other Documents.
      

     

    2.14.1
      Except for the documents specifically identified in Schedule 2.14, neither
      JJI
      nor any of its Subsidiaries is a party to or bound by or subject to, in each
      case whether written or oral: (i) any Contractual Obligation relating to the
      incurrence of indebtedness from a third party (including sale and leaseback
      transactions, capitalized lease transactions, and other similar financing
      transactions), including any such contract that contains provisions that in
      any
      non-de-minimis manner restrict, or may restrict, the conduct of business of
      the
      issuer thereof as currently conducted, (ii) any non-competition contract or
      any
      other Contractual Obligation or material obligation that purports to limit
      in
      any respect the manner or the localities in which the business of JJI or any
      of
      its Subsidiaries, or following consummation of the Merger, any business of
      Parent or any Subsidiary or Affiliate of Parent, is or would be conducted,
      (iii)
      any Contractual Obligation or other agreement that relates primarily to
      indemnification by JJI or any of its Subsidiaries of any Person, (iv) any joint
      venture or partnership Contractual Obligation, (v) any Contractual Obligation
      that grants any right of first refusal or right of first offer or similar right,
      or that limits or purports to limit the ability of JJI or any of its
      Subsidiaries to own, operate, sell,

     

    


    
      
        
          
          

        

        
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    transfer,
      pledge, or otherwise dispose of any material amount of assets or business of
      JJI
      and its Subsidiaries, taken as a whole, (vi) any Contractual Obligation
      providing for any future payments that are conditioned, in whole or in part,
      on
      a change of control of JJI or any of its Subsidiaries or similar event, (vii)
      any Contractual Obligation that contains a “most favored nation” clause or
      requires any type of exclusive dealing or similar arrangement by JJI or any
      of
      its Subsidiaries, (viii) any agency, sales representative or similar Contractual
      Obligation which is not either (A) entirely in the form of one of JJI’s standard
      agreements provided to Parent and listed on Schedule 2.14.1 or (B) both
      substantially in the form of one of JJI’s standard agreements (so provided to
      Parent and listed on Schedule 2.14.1) and a copy of each specific agreement
      has
      been provided to Parent (except for any agreement entered into in the ordinary
      course of JJI’s business which is terminable by JJI without cause on 90 days or
      less notice and without any termination payment or penalty being required from
      JJI or any Subsidiary of JJI), (ix) any guarantee agreement or arrangement,
      (x)
      any “stop loss” agreement or arrangement, (xi) any Contractual Obligation with,
      or restriction imposed by, a Governmental Authority or other third party
      relating to the payment of dividends or maintenance of capital by JJI or any
      of
      its Subsidiaries, (xii) any Contractual Obligation to make any loan, advance,
      or
      capital contribution to, or investment in, any Person other than a direct or
      indirect wholly owned Subsidiary of JJI, (xiii) any lease of personal property
      where the annual payments exceed $25,000, any lease of Real Estate and any
      lease
      of personal property which is a capital lease, (xiv) any Contractual Obligation
      granting or obtaining any right to use or practice any rights in connection
      with
      any Intellectual Property (other than licenses for readily available commercial
      software having aggregate acquisition prices of less than $50,000), (xv) any
      material outsourcing Contractual Obligation, (xvi) any Contractual Obligation
      with any labor union or other employee representative of a group of employees
      relating to wages, hours or other conditions of employment, (xvii) any
      Contractual Obligation (however named) involving a sharing of profits, losses,
      costs or liabilities by JJI with any other Person, (xviii) any Contractual
      Obligation providing for payments to or by any Person based on sales (except
      for
      any standard sales representative agreement in a form referenced in Schedule
      2.14.1 pursuant to which the sales representative is not entitled to any
      commission or other payment not provided for in such standard sales
      representative agreement), purchases or profits, other than direct payments
      for
      goods, (xix) any power of attorney of JJI or any of its Subsidiaries that is
      currently effective and outstanding, except for freight forwarding and U.S.
      Customs related powers of attorney entered into in the ordinary course of
      business and consistent with JJI’s past practices, (xx) any Contractual
      Obligation entered into other than in the ordinary course of business and
      consistent with JJI’s past practices that contains or provides for an express
      undertaking by JJI or any of its Subsidiaries to be responsible for
      consequential damages, (xxi) any Contractual Obligation for capital expenditures
      by JJI or any of its Subsidiaries (except for Contractual Obligations for
      capital expenditures less than $50,000 as long as the aggregate of any
      Contractual Obligations for capital expenditures by JJI or any Subsidiary of
      JJI
      not listed pursuant to the exception in this parenthetical clause does not
      exceed $300,000), (xxii) any other Contractual Obligation or Contractual
      Obligations of JJI not listed above that involve annual sales by or revenues
      of
      JJI or its Subsidiaries in excess of $1,000,000, (xxiii) any other Contractual
      Obligation of JJI not listed above that involve annual expenditures in excess
      of
      $50,000, (xxiv) any distributor or similar Contractual Obligation or (xxv)
      any
      other Contractual Obligation not listed above that is material

     

    


    
      
        
          
          

        

        
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    to
      JJI
      and its Subsidiaries taken as a whole (the Contractual Obligations of a type
      covered by clauses (i) to (xxv), including all standard form agency agreements,
      sales representative agreements, distributor agreements and any other form
      Contractual Obligations used by JJI or any of its Subsidiaries, being referred
      to as the “Material Contracts”). JJI has listed in Schedule 2.14 or 2.14.1 and
      made available to Parent true, correct and complete copies of each such Material
      Contract. Schedule 2.14 also lists, respectively, all parties, other than JJI
      or
      any of its Subsidiaries, to JJI’s agency agreements, sales representative
      agreements and distributor agreements.

     

    2.14.2
      Each Material Contract is a legal, valid, and binding obligation of JJI or
      the
      applicable Subsidiary of JJI (as the case may be) and, to the Knowledge of
      JJI,
      of each other party thereto, enforceable against each party in accordance with
      its terms, except as the enforcement thereof may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
      similar Laws generally affecting the rights of creditors and subject to general
      equity principles.

     

    2.14.3
      Except as set forth in Schedule 2.14 or as would not reasonably be expected
      to
      have a Material Adverse Effect, (i) since January 1, 2004, no other party to
      a
      Material Contract has canceled or otherwise terminated any Material Contract
      or
      has provided written or oral notice to JJI or any of its Subsidiaries of its
      intent to do so and (ii) to the Knowledge of JJI, no third party to any Material
      Contract is unable to continue to perform its obligations
      thereunder.

     

    2.14.4
      Neither JJI nor any Subsidiary of JJI is in default under any Contractual
      Obligation, agreement, commitment, arrangement, lease, insurance policy or
      other
      instrument to which it is a party, by which its assets, business, or operations
      may be bound or affected, or under which it or its respective assets, business
      or operations receives benefits, and there has not occurred any event that,
      with
      the lapse of time or the giving of notice or both, would constitute such a
      default or give any party other than JJI or a Subsidiary of JJI the right to
      exercise any remedy under, or to accelerate the maturity or performance of,
      or
      to cancel, terminate, or modify such contract, agreement, commitment,
      arrangement, lease, insurance policy or other instrument.
      To the
      Knowledge of JJI, except as would not have a Material Adverse Effect, no party
      other than JJI or a Subsidiary of JJI is in default under any Contractual
      Obligation, agreement, commitment, arrangement, lease, insurance policy or
      other
      instrument to which it is a party, by which its assets, business, or operations
      may be bound or affected, or under which it or its respective assets, business
      or operations receives benefits, and there has not occurred any event that,
      with
      the lapse of time or the giving of notice or both, would constitute such a
      default or give JJI or any Subsidiary of JJI or any other party the right to
      exercise any remedy under, or to accelerate the maturity or performance of,
      or
      to cancel, terminate, or modify such contract, agreement, commitment,
      arrangement, lease, insurance policy or other instrument. 

    


    2.14.5
      None of the Transactions will conflict with, result in a Breach of, or
      constitute a default (with due notice or lapse of time or both), under any
      Contractual Obligation binding on JJI or any of its Subsidiaries where such
      violations, conflicts, breaches or defaults

    


    
      
        
          
          

        

        
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    will
      have
      (or a fully informed Person would reasonably expect then to have) in the
      aggregate, Adverse Consequences in excess of $50,000.

    


    2.14.6
      Except as set forth on Schedule 2.14.6 and matters which would not have a
      Material Adverse Effect, none of the Transactions will trigger a consent
      requirement under any Contractual Obligation binding on JJI or any of its
      Subsidiaries or result in the termination of any Contractual Obligation binding
      on JJI or any of its Subsidiaries.

    


    2.14.7
      Following the payment of the amount specified in each Pay Off Letter relating
      to
      a Terminated Contract at or within a reasonable time following the Effective
      Time (i) neither JJI nor any Subsidiary of JJI will have any obligation
      following the Effective Time in connection with any Terminated Contract except
      an obligation to provide employee benefits (including any applicable severance
      benefits) in accordance with Parent’s applicable policy at the relevant time,
      awarding credit for service of such employee with JJI and (ii) the obligations
      of the employee which existed under such Terminated Contract with respect to
      any
      period prior to the Effective Time shall continue to be fully enforceable by
      JJI
      and its Subsidiaries.

    


    2.15
      Insurance.
      Schedule 2.15 lists all insurance policies of any nature maintained, as of
      the
      Effective Time, for current occurrences by JJI, as well as a summary of the
      key
      business terms of each such policy such as deductibles, coverage limits and
      term
      of policy.

    


    2.16
      Taxes
      and Tax Returns.
      All Tax
      Returns required to be filed (taking into account all applicable extensions)
      by
      JJI and its Subsidiaries have been timely and properly filed. All Taxes that
      are
      due and payable (other than Taxes being contested in good faith by appropriate
      proceedings and for which adequate reserves have been provided for in accordance
      with GAAP) have been paid. All such Tax Returns and amendments thereto are
      true,
      complete and correct in all material respects. No Governmental Authority has
      asserted (either in the form of a communication directed specifically to JJI
      or
      any of its Subsidiaries or in connection with any audit, examination,
      investigation, administrative proceeding or court proceeding) in writing any
      claim or adjustment for Taxes, or to JJI’s Knowledge, threatened to assert any
      claim or adjustment for Taxes that was not fully satisfied prior to December
      31,
      2005. All Taxes required by Law to be withheld or collected and remitted
      (including, without limitation, income tax, unemployment insurance and workers’
compensation premiums) with respect to JJI and each of its Subsidiaries have
      been withheld or collected and paid to the appropriate Governmental Authorities
      (or are properly being held for such payment).

    


    2.16.1
      JJI and each of its Subsidiaries have made adequate provision as reflected
      on
      their Financial Statements for any Taxes that are not yet due and payable for
      all taxable periods, or portions thereof, required by GAAP to be reflected
      on
      the balance sheets included in the Financial Statements or provided pursuant
      to
      Section 4.17. The unpaid Taxes of JJI and its Subsidiaries (i) did not, as
      of
      the most recent Financial Statements of JJI and its Subsidiaries, exceed to
      any
      material extent the reserve for Tax liability (rather than any reserve for
      deferred Taxes established to reflect timing differences between book and Tax
      income) set forth on the face of such Financial Statements (rather than in
      any
      notes thereto), and (ii) do not exceed that

    


    
      
        
          
          

        

        
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    reserve
      as adjusted for the passage of time since the date of such Financial Statements
      in accordance with the past custom and practice of JJI and its Subsidiaries
      in
      filing their Tax Returns.

    


    2.16.2
      Except as set forth on Schedule 2.16, no Federal, state, local or foreign
      audits, examinations, investigations or other administrative proceedings or
      court proceedings are presently pending or threatened in writing with regard
      to
      any Taxes or Tax Returns filed by or on behalf of JJI or any of its
      Subsidiaries. 

    


    2.16.3
      There are no liens for Taxes upon any property or assets of JJI or any of its
      Subsidiaries, except for liens for Taxes not yet due or for Taxes being
      contested in good faith for which adequate reserves have been made on the
      Financial Statements.

    


    2.16.4
      Neither JJI nor any of its Subsidiaries maintains any compensation plans,
      programs or arrangements the payments under which would not reasonably be
      expected to be deductible as a result of the limitations under Section 162(m)
      of
      the Code or the regulations issued thereunder.

    


    2.17
      Inactive
      Subsidiary.
      Yort
      does not have assets having an aggregate value in excess of $50,000, and
      conducts no business and does not have any Liabilities or obligations other
      than
      Liabilities relating to the Omega Chemical Site or Puente Valley
      Site.

    


    2.18
      Stockholders’
      Agent.
      Upon
      consummation of the Merger, the Stockholders’ Agent will serve as the
      representative of the Stockholders who have delivered Letters of Transmittal
      as
      contemplated by this Agreement and act on behalf of the Stockholders who have
      delivered Letters of Transmittal as contemplated by this Agreement with respect
      to matters expressly set forth in this Agreement to be or which may be performed
      by the Stockholders’ Agent. Parent and Merger Sub shall be entitled to rely upon
      any action taken by the Stockholders’ Agent as if it is the action of the
      Stockholders who have delivered Letters of Transmittal as contemplated by this
      Agreement.

    


    2.19 Disclaimer
      of Other Representations and Warranties.
      Except
      as otherwise provided in this Agreement:

     

    2.19.1 JJI
      HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY
      NATURE WHATSOEVER RELATING TO JJI OR THE BUSINESS OF JJI OR OTHERWISE IN
      CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE
      REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
      AGREEMENT.

     

    2.19.2 Without
      limiting the generality of the foregoing, except for the representations and
      warranties set forth in this Agreement, (i) neither JJI nor any representative
      of JJI has made, and shall not be deemed to have made, any representations
      or
      warranties in the materials relating to the business of JJI made available
      to
      Parent and Merger Sub, including due

     

    


    
      
        
          
          

        

        
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    diligence
      materials, or in any presentation of the business of JJI by management of JJI
      or
      others in connection with the Transactions contemplated hereby, and (ii) no
      statement contained in any of such materials or made in any such presentation
      shall be deemed a representation or warranty hereunder or otherwise or deemed
      to
      be relied upon by Parent or Merger Sub in executing, delivery and performing
      this Agreement and the Transactions contemplated hereby. Except for the
      representations and warranties set forth in this Agreement, it is understood
      that (i) any cost estimates, projections or other predictions, any data, any
      financial information or any memoranda or offering materials or presentations,
      including but not limited to any offering memorandum or similar materials made
      available by JJI and its representatives (“JJI’s Representatives”), are not and
      shall not be deemed to be or to include representations or warranties of JJI,
      and (ii) such matters are not and shall not be deemed relied upon by Parent
      or
      Merger Sub in executing, delivering and performing this Agreement and the
      Transactions contemplated hereby.

     

    2.20
      No
      Undisclosed Liabilities.
      Except
      for liabilities and obligations incurred in the ordinary course of business
      and
      consistent with past practice or
      except
      as set forth on Schedule 2.20, since December 31, 2005, neither JJI nor any
      of
      its Subsidiaries has incurred any Liabilities of any nature, whether or not
      accrued, contingent or otherwise. As of the Closing Date and immediately prior
      to the Effective Time, JJI (on a consolidated basis with all of its
      Subsidiaries) does not and will not have any Liabilities other than Pay Off
      Liabilities, Price Reduction Liabilities, Working Capital Liabilities,
      Liabilities which are Agreed Deductions, or the Liabilities specified in part
      (i), (ii) or (iii) of Section 1.7.1.3.5, all of which Pay Off Liabilities,
      Price
      Reduction Liabilities and Liabilities which are Agreed Deductions shall be
      fully
      and accurately disclosed to Parent in certificates delivered at the Closing
      pursuant to Section 5.2.4. Neither JJI nor any Subsidiary of JJI will have
      any
      Liability in connection with the subject matter of any Pay Off Liability which
      is paid in accordance with the Pay Off Letter relating to that Pay Off
      Liability.

     

    2.21
      Inventory.
      Except
      as set forth in Schedule 2.21, all of the Inventory of JJI and each of its
      Subsidiaries consists of a quality and quantity usable and salable in the
      ordinary and usual course of business, except for items of obsolete materials
      and materials of below-standard quality, all of which items have been written
      off or written down on the applicable balance sheet to fair market value or
      for
      which adequate reserves have been provided therein. All Inventories not written
      off have been and will be valued in each of the Financial Statements and will
      be
      valued in calculating Working Capital at the lower of cost or market on a first
      in first out basis, all in accordance with GAAP. To the Knowledge of JJI, all
      of
      JJI’s finished goods inventory is free of any material defect or other
      deficiency.

     

    2.22
      Accounts
      Receivable.
      All
      Accounts Receivable of JJI and its Subsidiaries that are reflected on each
      balance sheet included in the Financial Statements represent or will represent
      as of the effective date of each such balance sheet valid obligations arising
      from sales actually made or services actually performed in the ordinary course
      of business. Except as set forth in Schedule 2.22, there is no contest, claim,
      defense or right of set-off, other than routine returns in the ordinary course
      of business where the aggregate volume thereof is consistent with normal prior
      practice, under any Contractual Obligation with any obligor of any Accounts
      Receivable

    


    
      
        
          
          

        

        
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    relating
      to the amount or validity of such Accounts Receivable or otherwise with respect
      to any Accounts Receivable. The reserve for bad debts set forth in the balance
      sheets included in the Financial Statements has been (or in the case of the
      Financial Statement referenced in Section 4.17 will, when delivered pursuant
      to
      this Agreement, be) established in accordance with GAAP applied on a consistent
      basis. 

    


    2.23
      Takeover
      Statutes Inapplicable.
      The
      Board of Directors of JJI has taken all necessary action so that no “fair
      price,” “moratorium,” “control share acquisition” or other anti-takeover Law
      (each, a “Takeover Statute”) (including the interested stockholder provisions
      codified in Section 203 of the DGCL) or any anti-takeover provision in JJI’s
      certificate of incorporation or bylaws is applicable to this Agreement, the
      Merger or any of the Transactions contemplated by this Agreement. To
      JJI’s
      Knowledge, no other Takeover Statute or similar Law, applies or purports to
      apply to the Merger, this Agreement or any of the Transactions contemplated
      by
      this Agreement.

     

    2.24
      Related
      Party Transactions.
      Except
      as set forth in Schedule 2.24, there are no outstanding amounts payable to
      or
      receivable from, or advances by JJI, any of its Subsidiaries or any Related
      Person of JJI to, and neither JJI nor any of its Subsidiaries is otherwise
      a
      creditor or debtor to, or party to any Contractual Obligation with, any
      stockholder, director, officer, employee, Affiliate of JJI or any of its
      Subsidiaries or any Related Person of any of them, or any relative of any of
      the
      foregoing.

     

    2.25
      Required
      Vote of Company Stockholders.
      The
      only action of the stockholders of JJI required to adopt the agreement of merger
      (within the meaning of Section 251 of the DGCL) contained in this Agreement
      and
      approve the Merger is the affirmative consent of the holders of a majority
      of
      the outstanding JJI Stock, consenting as a single class, as of the date of
      the
      consent. Immediately prior to the Effective Time such consent shall have been
      obtained from the holders of not less than 87% of the JJI Stock and no other
      vote, consent or action of the stockholders of JJI will be required by Law,
      the
      certificate of incorporation or bylaws of JJI as currently in effect and in
      effect immediately prior to the Effective Time or otherwise to adopt the
      agreement of merger (within the meaning of Section 251 of the DGCL) contained
      in
      this Agreement and approve the Merger.

     

    2.26
      Books
      and Records.
      The
      books and records of JJI and each of its Subsidiaries have been fully, properly
      and accurately maintained in material compliance with applicable legal and
      accounting requirements, and such books and records accurately reflect in all
      material respects all dealings and transactions in respect of the business,
      assets, liabilities and affairs of JJI and each of its Subsidiaries. The minute
      books of JJI and each of its Subsidiaries contain accurate and complete records
      in all material respects of all meetings held of, and corporate action taken
      by,
      the stockholders, the Boards of Directors, and committees of the Boards of
      Directors of JJI and each of its Subsidiaries, and no meeting of any such
      stockholders, Board of Directors, or committee has been held for which minutes
      have not been prepared and are not contained in such minute books. 

     

    2.27
      Product
      Liability and Warranties. 

     

    


    
      
        
          
          

        

        
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    2.27.1
      Except as set forth in Schedule 2.27.1, there are no presently pending or,
      to
      the Knowledge of JJI, threatened, and since December 31, 2004, there were at
      no
      time pending, any civil, criminal, or administrative actions, proceedings,
      suits, demands, claims, hearings, notices of violation, investigations, or
      demand letters, based on any legal or equitable theory of recovery whatsoever,
      relating to any alleged defect in design, manufacture, materials or workmanship,
      including any failure to warn or alleged Breach of express or implied warranty,
      representation, or condition relating to any product designed or manufactured
      by
      or on behalf of JJI or any of its Subsidiaries; provided,
      however,
      JJI is
      not required to list in Schedule 2.27.1 any such matter that involves a claim
      or
      potential claim of less than $10,000 as long as the aggregate of the claims
      and
      potential claims for matters not listed pursuant to this proviso does not exceed
      $100,000. 

     

    2.27.2
      Except as set forth in Schedule 2.27.2, there have not been any product recalls
      or post-sale warnings since or in effect any time after December 31, 2004 by
      JJI, any Subsidiary of JJI or any Affiliate of JJI relating to a product
      designed, manufactured or sold by or on behalf of JJI. 

     

    2.27.3
      To
      the Knowledge of JJI, no circumstances exist affecting the safety of the
      products of JJI or any of its Subsidiaries that, individually or in the
      aggregate, would reasonably be expected to have a Material Adverse Effect.
      In
      the five (5) years immediately prior to the date of this Agreement, neither
      JJI
      nor any of its Subsidiaries has received any notices or communications from
      any
      Governmental Authority relating to any product that any of them manufacture
      or
      sell or manufactured or sold, except as noted on Schedule 2.27.3. 

     

    2.27.4
      Schedule 2.27.4 contains a complete and correct statement of all warranties,
      warranty policies, service agreements and maintenance agreements of JJI and
      any
      of its Subsidiaries in effect as of the date of this Agreement that provide
      for
      warranty coverage for a period in excess of 12 months. All products designed
      or
      manufactured by JJI or any of its Subsidiaries and any services rendered in
      the
      conduct of the business of JJI or any of its Subsidiaries have been in material
      conformity with all applicable standards, contractual commitments, and all
      express or implied warranties. To JJI’s Knowledge, JJI has provided to Parent
      (i) all existing reports and material written information regarding the High
      Mast Issue and (ii) all other material information and knowledge as JJI or
      any
      of its Subsidiaries may have or know regarding the High Mast Issue or Adverse
      Consequences which may result therefrom. 

     

    2.28
      Absence
      of Certain Changes and Events.
      Except
      as set forth in Schedule 2.28, since the date of December 31, 2004, JJI and
      each
      of its Subsidiaries has conducted each of their businesses only in the ordinary
      course of business and there has not been any: (i) change in ownership of JJI
      or
      any of its Subsidiaries; (ii) amendment to the organizational documents of
      JJI
      or any of its Subsidiaries; (iii) payment or increase (or the adoption of a
      plan
      to make any payment or increase) by JJI or any of its Subsidiaries of any
      bonuses, salaries, or other compensation to any stockholder, director, officer,
      or (except in the ordinary course of business) employee or entry into any
      employment, severance, or similar Contractual Obligation with any director,
      officer, or employee; (iv) adoption of, or increase in the payments to or
      benefits under, any profit sharing, bonus, deferred compensation, savings,
      insurance, pension, retirement, or

    


    
      
        
          
          

        

        
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    other
      Plan for or with any employees of JJI or any of its Subsidiaries; (v) damage
      to
      or destruction or loss of any material asset or property of JJI or any of its
      Subsidiaries, whether or not covered by insurance; (vi) entry into, termination
      of, or receipt of notice of termination of any license, distributorship, dealer,
      sales representative, joint venture, credit, or similar agreement; (vii) sale
      (other than sales of Inventory in the ordinary course of business), lease,
      or
      other disposition of any asset or property of JJI or any of its Subsidiaries
      or
      mortgage, pledge, or imposition of any lien or other encumbrance, other than
      Permitted Encumbrances, on any material asset or property of JJI or any of
      its
      Subsidiaries, including the sale, lease, or other disposition of any of the
      Intellectual Property; (viii) cancellation or waiver of any claims or rights
      with a value to JJI or any of its Subsidiaries in excess of $100,000 in the
      aggregate; (ix) material change in the accounting methods used by JJI or any
      of
      its Subsidiaries; (x) issue or sale of any of its capital stock (except for
      the
      issuance of shares of JJI Common Stock in connection with the exercise in
      accordance with the terms of any Option or Warrant outstanding on the date
      of
      this Agreement and identified in Schedule 2.1.2), (xi) issue, sale or grant
      of
      any securities or rights convertible into, or options with respect to, warrants
      to purchase or rights to subscribe for, any of its capital stock, (xii) any
      recapitalization, reclassification, stock dividend, stock split or like change
      in its capitalization, or (xiii) agreement, whether oral or written, by JJI
      or
      any of its Subsidiaries to do any of the foregoing. Except as set forth in
      Schedule 2.28, since the date of December 31, 2005, there has not been any
      entry
      into, termination of, or receipt of notice of termination of any Contractual
      Obligation or transaction involving a total remaining commitment by or to JJI
      or
      its Subsidiaries of at least $100,000.

    


    2.29
      THIS
      SECTION INTENTIONALLY LEFT BLANK.

    


    2.30
      Relationships
      with Related Persons.
      No
      Related Person of JJI or any Subsidiary of JJI (other than JJI or any Subsidiary
      of JJI) has, or since December 31, 2004 has had, any interest in any property
      (whether real, personal, or mixed and whether tangible or intangible), used
      in
      or pertaining to the business of JJI or any Subsidiary of JJI. Neither JJI,
      any
      Subsidiary of JJI nor any Related Person of JJI owns, or since December 31,
      2004
      has owned (of record or as a beneficial owner), an equity interest or any other
      financial or profit interest in a Person that has (i) had business dealings
      or a
      material financial interest in any transaction with JJI or any Subsidiary of
      JJI
      or the business of JJI or any Subsidiary of JJI, or (ii) engaged in competition
      with JJI or any Subsidiary of JJI or the business of JJI or any Subsidiary
      of
      JJI with respect to any line of the products or services of JJI or any
      Subsidiary of JJI in any market presently served by JJI or any Subsidiary of
      JJI. Except as set forth in Schedule 2.30, neither JJI, any Subsidiary of JJI
      nor any Related Person of JJI or any Subsidiary of JJI is a party to any
      contract with, or has any claim or right against, JJI or any Subsidiary of
      JJI,
      except for expense advancements made in the ordinary course. 

    


    2.31
      Customers.
      Schedule 2.31 lists customers with aggregate sales for each listed customer
      for
      the three (3) year period 2002-2005 the (“Period”) for each division and
      Subsidiary of JJI to (i) Governmental Authorities (ii) customers that purchase
      directly from JJI or its Subsidiaries with sales for the Period in excess of
      $1,300,000, and (ii) to the seven lighting

    


    
      
        
          
          

        

        
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    distributors
      in the United States with the highest amount of sales during the Period. No
      buying groups are included.

    


    2.32
      Foreign
      Corrupt Practices Act and Export Control and Antiboycott Laws

    


    2.32.1
      JJI, its Subsidiaries and their authorized representatives have not, to obtain
      or retain business, directly or indirectly offered, paid or promised to pay,
      or
      authorized the payment of, any money or other thing of value (including any
      fee,
      gift, sample, travel expense or entertainment with a value in excess of one
      hundred dollars ($100) in the aggregate to any one individual in any year)
      or
      any commission payment in any amount payable, to: 

    


    
      	 	
              (i)

            	
              any
                person who is an official, officer, agent, employee or representative
                of
                any Governmental Authority; 

            


    

    (ii)
       any
      political party or official thereof; 

    (iii)
       any
      candidate for political or political party office; or 

    
      	 	
              (iv)
                

            	
              any
                other individual or entity while knowing or having reason to believe
                that
                all or any portion of such money or thing of value would be offered,
                given, or promised, directly or indirectly, to any such official,
                officer,
                agent, employee, representative, political party, political party
                official
                or candidate.

            


    

    


    2.32.2
      JJI, its Subsidiaries and their authorized representatives have made all
      payments to third parties by check mailed to such third parties’ principal place
      of business or by wire transfer to a bank located in the same jurisdiction
      as
      such party’s principal place of business.

    


    2.32.3
      Each transaction is properly and accurately recorded on the books and records
      of
      JJI and each of its Subsidiaries, and each document upon which entries in JJI’s
      and each of its Subsidiaries’ books and records are based is complete and
      accurate in all respects. JJI and each of its Subsidiaries maintain a system
      of
      internal accounting controls adequate to insure that JJI and each of its
      Subsidiaries maintain no off-the-books accounts and that JJI’s and each of its
      Subsidiaries’ assets are used only in accordance with JJI’s and each of its
      Subsidiaries’ management directives.

    


    2.32.4
      JJI and each of its Subsidiaries has at all times been in compliance with all
      Laws, regulations and rules relating to export control and trade embargoes.
      No
      product sold or service provided by JJI or any Subsidiary of JJI during the
      last
      five (5) years has been, directly or indirectly, sold to or performed on behalf
      of Cuba, Iraq, Iran, Libya or North Korea.

    


    2.32.5
      Neither JJI nor any Subsidiary of JJI has violated the antiboycott prohibitions
      contained in 50 U.S.C. sect. 2401 et seq. or taken any action that can be
      penalized under § 999 of the Code. During the last five (5) years, except as set
      forth on Schedule 2.32.5, neither JJI nor any Subsidiary of JJI has been a
      party
      to, is a beneficiary under or has performed any service or sold any product
      under any Contractual Obligation under which a product has

    


    
      
        
          
          

        

        
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    been
      sold
      to customers in Bahrain, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia,
      Sudan, Syria, United Arab Emirates or the Republic of Yemen. Schedule 2.32.5
      describes all transactions (including gross sales amounts, type of products
      sold
      and other details including the detailed description of each involved
      Contractual Obligation) and relationships in which either JJI or any Subsidiary
      of JJI has been a party to, beneficiary under or performed any service or sold
      any product under any Contractual Obligation under which a product has been
      sold
      to any customer in Bahrain, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia,
      Sudan, Syria, United Arab Emirates or the Republic of Yemen.

    


    2.33
      Certain
      Miscellaneous Matters.
      

    


    2.33.1
      JJI owns a life insurance policy on the life of Robert N. Haidinger and has
      entered into the Deferred Compensation Agreement. The net cash value (reduced
      by
      outstanding policy loans) of such life insurance policy exceeds the amount
      of
      the obligations under the Deferred Compensation Agreement.

    


    2.34
      Consents.
      Subject
      to any filings and approvals required under the Merger Filing Laws, and except
      as set forth on Schedule 2.34, no material consent, approval, permit or license
      from or filing with any Governmental Authority or other Person is required
      to be
      obtained or made by JJI or any of its Subsidiaries in connection with the
      execution, delivery and performance by JJI or any of its Subsidiaries of this
      Agreement or the consummation of any of the transactions contemplated
      hereby.

    


    2.35
      Pay
      Off Liabilities.
      Attached hereto as Schedule 2.35 (“Pay Off Liabilities Schedule”) is a true,
      accurate and complete schedule of the Pay Off Liabilities as of the date of
      this
      Agreement. JJI shall deliver a schedule (“Effective Date Pay Off Liabilities
      Schedule”) of the Pay Off Liabilities as of the Effective Time to Parent at
      least forty-eight (48) hours prior to the Effective Time. The aggregate amount
      of such Pay Off Liabilities as of the Effective Time shall not exceed the
      amounts set forth in the Effective Date Pay Off Liabilities Schedule. Schedule
      2.35 sets forth the amount of principal and unpaid interest outstanding under
      each instrument evidencing indebtedness of JJI or any of its Subsidiaries which
      will accelerate or become due or result in a right of redemption or repurchase
      on the part of the holder of such indebtedness (with or without due notice
      or
      lapse of time) as a result of this Agreement, the Merger or the other
      Transactions contemplated hereby or thereby. 

    


    2.36
      Agreed
      Deductions Subject Matter.
      To
      JJI’s Knowledge, JJI has provided Parent with all material information and
      knowledge JJI or any of its Subsidiaries may have or know regarding the Agreed
      Deductions Subject Matter and the High Mast Issue. The parties agree that no
      representations are made in this Article II regarding the Agreed Deductions
      Subject Matter or the High Mast Issue other than as set forth in Sections
      2.12.2, 2.27.4 and this 2.36.

    


    2.37
      Disclosure.
      The
      representations and warranties contained in this Agreement, when considered
      as a
      whole, do not contain any untrue statement of a material fact or omit to state
      any

    


    
      
        
          
          

        

        
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    material
      fact necessary in order to make the statements and information contained in
      this
      Agreement not misleading.

    


    2.38
      Foreign
      Stockholders.
      Except
      as set forth in Schedule 2.38, all of the Stockholders are citizens of the
      United States of America with U.S. taxpayer identifying numbers.

    


          
2.39
      Section
      306 Stock.
      None of
      the JJI Stock is “Section 306 stock” within the meaning of
      Section 306(c) of the Code.

     

    2.40
      Real
      Property Holding Company.
      Neither JJI nor any of its Subsidiaries is or, during the
      applicable period specified in Section 897(c)(1)(A)(ii) of the Code, has been
      a
      U.S. real property holding company within the meaning of Code Section
      897.

    


    2.41
      Withholding.
      The
      Merger Consideration is not subject to withholding (i) under any section of
      the
      Code, including sections 1441, 1442, 1445 or 3406, or regulations thereunder
      or
      (ii) otherwise as a result of or with respect to the Transactions. 

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF PARENT AND MERGER SUB

     

    Parent
      and Merger Sub jointly and severally hereby represent and warrant to JJI, both
      as of the date of execution of this Agreement and as of the Effective Time,
      as
      follows:

    


    3.1
      Organization.
      Each of
      Parent and Merger Sub is a corporation duly organized, validly existing and
      in
      good standing under the laws of its jurisdiction of organization and qualified
      to do business in all states where such qualification is required except where
      failure to be so qualified would not either prohibit consummation of the
      Transactions by the Parent or Merger Sub as contemplated by this Agreement
      or
      have a material adverse effect on the Persons who are the Stockholders
      immediately prior to the Effective Time. Each of Parent and Merger Sub has
      all
      requisite organizational power and authority to own and operate its properties,
      to carry on their business as now conducted and proposed to be conducted, and
      to
      enter into this Agreement and each Transaction Document to which it is a party.
      

    


    
      	 	
              3.2

            	
              Authorization;
                Binding Obligation. 

            


    

    


    3.2.1
      The
      execution, delivery and performance of this Agreement by Parent and Merger
      Sub
      and the consummation of the Transactions contemplated hereby have been duly
      and
      validly authorized by all requisite corporate action, and no other proceedings
      on their part are necessary to authorize the execution, delivery or performance
      of this Agreement.

    


    3.2.2
      This Agreement is, and the other Transaction Documents when executed and
      delivered will be, the legally valid and binding obligations of Parent and
      Merger Sub, each enforceable against Parent and Merger Sub in accordance with
      their respective terms, except as

    


    
      
        
          
          

        

        
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    may
      be
      limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium or other laws affecting, creditors’ rights generally and the effects
      of general principles of equity.

    


    3.3
      No
      Conflict.
      Subject
      to any filings and approvals required under the Merger Filing Laws, the
      execution and delivery and performance of this Agreement by Parent and Merger
      Sub and the consummation of the Transactions contemplated hereby do not and
      will
      not

    


    3.3.1
      violate or conflict with any laws, rules, regulations or orders of any
      Governmental Authority or

    


    3.3.2
      violate, conflict with, result in a Breach of, or constitute a default (with
      due
      notice or lapse of time or both) under any (i) Contractual Obligation or (ii)
      Governing Documents of Parent or Merger Sub,

    


    except,
      in the case of clause 3.3.2(i) as would not reasonably be expected to either
      prohibit consummation of the Transactions by the Parent or Merger Sub as
      contemplated by this Agreement or have a material adverse effect on the Persons
      who are the Stockholders immediately prior to the Effective Time.

     

    3.4
      Consents.
      Subject
      to any filings and approvals required under the Merger Filing Laws, no material
      consent, approval, permit or license from or filing with any Governmental
      Authority or other Person pursuant to any material contract to which Parent
      or
      Merger Sub is a party is required to be obtained or made by Parent or Merger
      Sub
      in connection with the execution, delivery and performance by Parent or Merger
      Sub of this Agreement or the consummation of any of the transactions
      contemplated hereby.

    


    3.5
      Litigation.
      There
      are no claims, demands, causes of action, actions, suits or proceedings or,
      to
      the Knowledge of Parent or Merger Sub, investigations pending or threatened
      against Parent or Merger Sub at law or in equity, or before or by any federal,
      state, municipal or other governmental department, commission, board, bureau
      or
      agency, domestic or foreign, which would either prohibit consummation of the
      Transactions by the Parent or Merger Sub as contemplated by this Agreement
      or
      have a material adverse effect on the Persons who are the Stockholders
      immediately prior to the Effective Time.

    


    3.6
      Disclosure.
      Each of
      Parent and Merger Sub has had an opportunity to ask questions of and receive
      answers from JJI concerning the terms and conditions of this Agreement and
      to
      obtain any additional information relating to the JJI Stock and Class B Common
      Stock Warrants.

    


    3.7
      Investment
      Bankers.
      Except
      for fees payable to Sagent Advisors Inc. neither Parent nor Merger Sub has
      incurred any liability, contingent or otherwise, for any investment banking
      fee,
      commission or financial advisory fee in connection with the transactions
      contemplated by this Agreement.

    


    3.8
      Investigation.
      Each of
      Parent and Merger Sub has conducted such investigation of JJI as it has deemed
      necessary in order to make an informed decision concerning the

    


    
      
        
          
          

        

        
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    Transactions
      contemplated hereby. Each of Parent and Merger Sub has received the documents,
      records, reports and other materials identified in the Schedules. Neither Parent
      nor Merger Sub has relied upon any oral information or statement. Neither Parent
      nor Merger Sub has any outstanding questions remaining or other pending requests
      relating to its due diligence investigation of JJI.

    


    3.9
      Merger
      Sub.
      Merger
      Sub is an Affiliate of Parent formed solely for the purpose of engaging in
      the
      transactions contemplated by this Agreement.

    


    ARTICLE
      IV

    COVENANTS
      OF THE PARTIES

    


    4.1
      Conduct
      of the Business.

    


    4.1.1
      From the date hereof until the earlier of the Effective Time or the termination
      of this Agreement pursuant to Article VI, JJI shall, and shall cause each of
      its
      Subsidiaries to, carry on its business in the ordinary and usual course of
      business and consistent with past practice, and JJI will use, and will cause
      each of its Subsidiaries to use, commercially reasonable efforts to preserve
      intact its business organization, to keep available the services of its current
      officers and employees and to preserve the goodwill of and maintain satisfactory
      relationships with those Persons having business relationships with JJI or
      any
      of its Subsidiaries, unless Parent shall have consented in writing, which
      consent will not be unreasonably withheld or delayed.

    


    4.1.2
      From the date hereof until the earlier of the Effective Time or the termination
      of this Agreement pursuant to Article VI, except as consented to in writing
      by
      Parent, which consent will not be unreasonably withheld or delayed, neither
      JJI
      nor any Subsidiary of JJI will:

    


    4.1.2.1
      issue, sell or grant any of its capital stock (except for the issuance of shares
      of JJI Common Stock in connection with the exercise in accordance with the
      terms
      of any Option or Warrant outstanding on the date of this Agreement and expressly
      identified in Schedule 2.1.2, which issuance and exercise will not adversely
      affect Parent or Merger Sub);

    


    4.1.2.2
      issue, sell or grant any securities convertible into, or options with respect
      to, warrants to purchase or rights to subscribe for, any of its capital
      stock;

    


    4.1.2.3
      effect any recapitalization, reclassification, stock dividend, stock split
      or
      like change in its capitalization; 

    


    4.1.2.4
      amend its Governing Documents except with respect to the certificate of
      incorporation of JJI as set forth in the Certificate of Merger;

    


    
      
        
          
          

        

        
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    4.1.2.5
      make or offer to make any acquisition, by means of a purchase, merger or
      otherwise, of any business, assets or securities or any sale, lease, encumbrance
      or other disposition of assets or securities, except for purchases or sales
      of
      supplies, equipment and Inventory made in the ordinary course of business and
      consistent with past practice or (ii) enter into a Material Contract or
      amend any Material Contract (including any amendments to extend any Material
      Contract) or grant any release or relinquishment of any rights under any
      Material Contract except, in each case, in the ordinary course of business
      and
      consistent with past practice or (iii) make any payments of cash, pay off any
      Liabilities or incur any obligation either outside the ordinary and usual course
      of business or in a manner which is not consistent with past
      practice;

    


    4.1.2.6
      permit any material insurance policy naming it as a beneficiary or a loss
      payable payee to be cancelled or terminated without notice to Parent, except
      in
      the ordinary course of business and consistent with past practice;

    


    4.1.2.7
      incur or assume any debt except for short-term debt incurred in the ordinary
      course of business consistent with past practice;

    


    4.1.2.8
      assume, guarantee, endorse or otherwise become liable or responsible (whether
      directly, contingently or otherwise) for the obligations of any other Person
      except in the ordinary course of business and consistent with past
      practice;

    


    4.1.2.9
      (i) make any loans, advances or capital contributions to, or investments in,
      any
      other Person (other than wholly-owned Subsidiaries of JJI or in the ordinary
      course of JJI’s business in a manner consistent with prior practice) or (ii)
      make any loans to any of its officers, directors, employees, agents or
      consultants or make any changes in its existing borrowing or lending
      arrangements for or on behalf of any of such persons, whether contingent on
      the
      Merger or otherwise;

    


    4.1.2.10
      (i) grant any increase in the compensation payable or to become payable by
      JJI
      or any of its Subsidiaries to any of its officers, directors, employees, agents
      or consultants or (ii) enter into any, or amend any existing, employment or
      severance agreement with or, except in accordance with the existing written
      policies of JJI and its Subsidiaries previously delivered to Parent, grant
      any
      severance or termination pay to any officer, director or employee of JJI or
      any
      of its Subsidiaries;

    


    4.1.2.11
      change any of the accounting methods, principles or practices used by it except
      as required by Law or GAAP;

    


    4.1.2.12
      except as set forth on Schedule 4.1.2.12, (i) make any deposits or contributions
      of cash or other property to or take any other action to fund or in any other
      way secure the payment of compensation or benefits under any Plan, except as
      required by Law or the terms of the Plans currently in effect or (ii) adopt
      or
      enter into any new plan, policy, agreement

    


    
      
        
          
          

        

        
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    or
      arrangement that would constitute a Plan, or amend or otherwise increase, or
      accelerate the payment or vesting of the amounts payable or to become payable
      under any existing Plan; 

    


    4.1.2.13
      except as required by applicable Law or pursuant to any collective bargaining
      or
      other labor agreement currently in effect, enter into, amend, or extend any
      collective bargaining or other labor agreement; 

    


    4.1.2.14
      except as set forth on Schedule 4.1.2.14, settle or agree to settle any suit,
      action, claim, proceeding or investigation that is material to JJI or any of
      its
      Subsidiaries (including any suit, action, claim, proceeding or investigation
      relating to this Agreement or the transactions contemplated hereby) or pay,
      discharge or satisfy or agree to pay, discharge or satisfy any claim, liability
      or obligation (absolute or accrued, asserted or unasserted, contingent or
      otherwise) other than the payment, discharge or satisfaction of liabilities
      (i)
      to the extent reflected or reserved against in the financial statements as
      at
      December 31, 2005, (ii) payable with insurance or incurred in the ordinary
      course of business subsequent to December 31, 2005 or (iii) which are legally
      required to be paid, discharged or satisfied (provided,
      however,
      that if
      such claims, liabilities or obligations referred to in this clause are
      legally required to be paid and are also not otherwise payable in accordance
      with (i) and (ii) above, JJI will notify Parent in writing if such claims,
      liabilities or obligations exceed, individually or in the aggregate, $100,000
      in
      value, reasonably in advance of their payment);

    


    4.1.2.15
      adopt a plan of complete or partial liquidation, dissolution, merger,
      consolidation, restructuring, recapitalization or other reorganization of JJI
      or
      any of its Subsidiaries or any agreement relating to a Takeover Statute (other
      than the Merger);

    


    4.1.2.16
      take any action that would result or is reasonably likely to result in any
      of
      the conditions to the Merger set forth in Article V not being satisfied or
      that
      would make any representation or warranty of JJI or any of its Subsidiaries
      contained herein inaccurate in any material respect at, or as of any time prior
      to, the Effective Time; 

    


    4.1.2.17
      make or offer to make any donation or gift to any Person which is not in the
      ordinary course of business and consistent with JJI’s past practice if the
      aggregate amount of all such donations or gifts exceeds $5,000; or

    


    4.1.2.18
      agree in writing or otherwise to take any of the foregoing actions, or
      authorize, recommend, propose or announce an intention to do any of the
      foregoing.

    


    4.1.3
      From the date hereof until the earlier of the Effective Time and the termination
      of this Agreement pursuant to Article VI, except with the prior written consent
      of Parent, which consent shall not be unreasonably withheld or delayed, neither
      JJI nor any Subsidiary of JJI will make or change any Tax election, change
      an
      annual accounting period, adopt or change any accounting method, file any
      amended Tax Return, enter into any closing agreement (as described in Section
      7121 of the Code),
      settle
      any Tax claim or assessment, surrender any right to claim a refund of Taxes,
      consent to any extension or waiver of the

    


    
      
        
          
          

        

        
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    limitation
      period applicable to any Tax claim or assessment, or take any other similar
      action relating to the filing of any Tax Return or the payment of any Tax,
      except as consented to in writing by Parent, which consent will not be
      unreasonably withheld or delayed.

    


    4.2
      Completion
      of Transactions.
      Subject
      to the terms and conditions herein provided, each of the parties hereto agrees
      to use all commercially reasonable efforts to take, or cause to be taken, all
      action, and to do, or cause to be done, all things necessary, proper or
      advisable under applicable Laws or otherwise, or to remove any injunctions
      or
      other impediments or delays, legal or otherwise, to satisfy the conditions
      set
      forth in, and to consummate and make effective the transactions contemplated
      by,
      this Agreement. 

    


    4.3
      Notification.

    


    4.3.1
      From the date hereof until the earlier of the Effective Time and the termination
      of this Agreement pursuant to Article VI, JJI shall disclose to Parent in
      writing (in the form of updated Schedules provided in accordance with the notice
      provisions of Section 9.1) any variances from the representations and warranties
      contained in Article II, the covenants contained in Article IV or the conditions
      contained in Article V promptly upon discovery thereof; provided,
      however,
      that
      such disclosures shall not be deemed to amend the appropriate Schedule delivered
      on the date hereof or to cure any Breach of a representation or warranty.
      Notwithstanding any provision in this Agreement to the contrary, unless Parent
      provides JJI with a termination notice within five (5) Business Days after
      delivery by JJI of an updated Schedule pursuant to this Section 4.3, Parent
      shall be deemed to have waived its rights to terminate this Agreement or prevent
      the consummation of the Transactions contemplated by this Agreement pursuant
      to
      Article VI hereof as a result of any matter clearly disclosed
      therein.

    


    4.3.2
      From the date hereof until the earlier of the Effective Time and the termination
      of this Agreement pursuant to Article VI, Parent shall disclose to JJI in
      writing any variances from Parent and Merger Sub’s representations and
      warranties contained in Article III, the covenants contained in Article IV
      or
      the conditions contained in Article V promptly upon discovery thereof;
provided,
      however,
      that
      such disclosures shall not be deemed to amend or supplement any disclosure
      schedule or cure any Breach of any representation and warranty. Notwithstanding
      any provision in this Agreement to the contrary, unless JJI provides Parent
      with
      a termination notice within five (5) Business Days after delivery by Parent
      of
      such a written disclosure pursuant to this Section 4.3.2, JJI shall be deemed
      to
      have waived its right to terminate this Agreement or prevent consummation of
      the
      Transactions contemplated by this Agreement pursuant to Article VI hereof as
      the
      result of any matter clearly disclosed therein.

    


    4.4
      Access
      to Information; Confidentiality.

    


    4.4.1
      Access
      to Information.
      From
      the date hereof until the earlier of the Effective Time and the termination
      of
      this Agreement pursuant to Article VI, each of JJI and JJI’s Representatives
      shall provide, and will cause JJI and its Subsidiaries to provide, Parent and
      its authorized representatives (“Parent’s Representatives”) with full access at
      all reasonable times

    


    
      
        
          
          

        

        
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    and
      upon
      reasonable notice to the offices, properties, personnel and, subject to
      applicable Law, books, contracts, commitments, reports, correspondence,
      documents and records of JJI and its Subsidiaries in order for Parent to have
      the opportunity to make such investigation as it shall reasonably desire to
      make
      of the affairs of JJI and its Subsidiaries; provided,
      however,
      that
      such access shall not include any sampling of the air, soil, ground water or
      building materials of any of the properties, and provided further, however,
      that
      the activities of Parent and Parent’s Representatives shall be conducted in a
      manner as not to interfere unreasonably with the operation of the business
      of
      JJI.

    


    4.4.2
      Confidentiality.
      Between
      the date of this Agreement and the Closing Date, the parties to this Agreement
      each agree to maintain in confidence, and will cause its respective directors,
      officers, employees, agents, and advisors to maintain in confidence, any
      written, oral, or other information obtained in confidence from another party
      in
      connection with this Agreement or the Transactions, unless (i) such information
      is already known to such party or to others not bound by a duty of
      confidentiality or such information becomes publicly available through no fault
      of such party, (ii) the use of such information is necessary or appropriate
      in
      making any filing or obtaining any consent or approval required for the
      consummation of the Transactions, (iii) the disclosure relates to a press
      release, public announcement or other disclosure of matters relating to this
      Agreement or the Transactions of a type which is addressed in Section 4.9 (and
      such disclosures permitted only by this part (iii) shall be subject to the
      limitations in Section 4.9), or (iv) the furnishing or use of such information
      is required by or necessary or appropriate in connection with legal proceedings
      or to comply with any Law.

    


    4.5
      Regulatory
      Filings. 

    


    4.5.1
      Parent, Merger Sub and JJI shall cooperate with one another (i) in promptly
      determining whether any filings are required to be or should be made or
      consents, approvals, permits or authorizations are required to be or should
      be
      obtained under any other Laws or whether any consents, approvals or waivers
      are
      required to be or should be obtained from other parties to loan agreements
      or
      other contracts or instruments material to JJI’s or any of its Subsidiaries’
business in connection with the consummation of the transactions contemplated
      by
      this Agreement and (ii) in promptly making any such filings, furnishing
      information required in connection therewith and seeking to obtain timely any
      such consents, permits, authorizations, approvals or waivers. 

     

    4.5.2
      Notwithstanding Section 4.5.1, the parties shall promptly make any required
      submissions under the Merger Filing Laws and any other Laws which Parent
      reasonably determines should be made, in each case, with respect to this
      Agreement, the Merger and the Transactions contemplated hereby. Parent and
      JJI
      shall take or undertake all such further reasonable action as may be necessary
      to resolve such objections, if any, as the U.S. Federal Trade Commission, the
      Antitrust Division of the Department of Justice, the
      German Federal Cartel Office (Bundeskartellamt),
      state
      antitrust enforcement authorities or competition authorities of any other nation
      or jurisdiction (each, a “Government Antitrust Entity”) may assert under
      relevant antitrust or competition Laws or Merger Filing Laws with respect to
      the
      Transactions contemplated hereby.

     

    


    
      
        
          
          

        

        
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    4.5.3
      Notwithstanding this Section 4.5 or any other provision of this Agreement,
      neither Parent nor Merger Sub shall be required, whether before or after the
      Effective Time, to hold separate (including by trust or otherwise) or divest
      any
      of its business or assets or any of the businesses or assets of JJI, or enter
      into any consent decree or other agreement that would restrict Parent or JJI
      in
      the conduct of its respective businesses as heretofore conducted, or oppose
      any
      motion or action for a temporary, preliminary or permanent injunction against
      the Transaction or any of the parties. Each of JJI and Parent shall keep the
      other informed of any material communication and provide to the other copies
      of
      all correspondence, between it (or its advisors) and any Government Antitrust
      Entity relating to this Agreement or any of the matters described in this
      Section 4.5, and each of JJI and Parent shall permit the other to review any
      material communication to be given by it to, and shall consult with each other
      in advance of any telephonic calls, meetings or conferences with, any Government
      Antitrust Entity and, to the extent permitted, give the other party the
      opportunity to attend and participate in such telephonic calls, meetings or
      conferences with, any Government Antitrust Entity and, to the extent permitted,
      give the other party the opportunity to attend and participate in such
      telephonic calls, meetings and conferences. Notwithstanding any of the
      foregoing, no failure to obtain termination of the waiting period under the
      HSR
      Act, if applicable, shall be deemed to be a Breach hereunder by any party to
      this Agreement. Subject to the foregoing, Parent shall be principally
      responsible for and in control of the process of dealing with any Government
      Antitrust Entity relating to its obligations under this Section
      4.5.3.

     

    


    4.6
      Consents
      and Approvals; Cooperation.
      The
      parties hereto each will cooperate with one another and will use all reasonable
      commercial efforts to prepare all necessary documentation to effect promptly
      all
      necessary filings and to obtain all necessary permits, consents, approvals,
      orders and authorizations of or any exemptions by, all third parties and
      governmental, quasi-governmental and regulatory bodies necessary to consummate
      the Transactions contemplated herein. Each party hereto will keep the other
      parties hereto apprised of the status of any inquiries made of such party by
      any
      governmental, quasi-governmental and regulatory agency or authority or members
      of their respective staffs before the Closing with respect to this Agreement
      or
      the Transactions contemplated hereby. Provided, further, each of the parties
      agrees to reasonably cooperate and to take the actions contemplated by Section
      1.6 and Article VII to enable the other parties to receive the benefits
      contemplated by this Agreement.

    


    4.7
      Access
      to Books and Records
      and
      the Surviving Company Personnel.
      From and
      after the Closing, Parent shall, and shall cause the Surviving Company to,
      provide the Stockholders’ Agent and its authorized representatives (subject to
      the foregoing executing reasonable confidentiality agreements)
      with:

    


    4.7.1
      reasonable access (for the purpose of examining and copying), during normal
      business hours, to the books and records of the Surviving Company with respect
      to periods prior to and including the Effective Time; and

    


    
      
        
          
          

        

        
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    4.7.2
      reasonable access, during normal business hours, to the Surviving Company’s
      senior management in connection with any matter relating to or arising out
      of
      this Agreement or the Transactions contemplated hereby. Unless otherwise
      consented to in writing by the Stockholders’ Agent, Parent shall not permit the
      Surviving Company, for a period of seven (7) years following the Effective
      Time,
      to destroy, alter or otherwise dispose of any books and records of the Surviving
      Company, or any portions thereof, relating to periods prior to and including
      the
      Effective Time without first giving reasonable prior written notice to the
      Stockholders’ Agent and offering to surrender to the Stockholders’ Agent such
      books and records or such portions thereof. 

    


    4.8
      Director
      and Officer Liability and Indemnification.
      For a
      period of six (6) years after the Closing, Parent shall not, and shall not
      permit the Surviving Company to, amend, repeal or modify any provision in JJI’s
      organizational documents to provide less exculpation coverage or indemnification
      of any officers and/or directors (unless required by law), it being the intent
      of the parties that the officers and/or directors of JJI shall continue to
      be
      entitled to such exculpation and indemnification to the full extent of JJI’s
      organizational documents.

    


    4.9
      Public
      Announcements.
      Any
      public announcement, press release or similar publicity with respect to this
      Agreement or the Transactions will be issued, if at all, at such time and in
      such manner as Parent determines. Except with the prior consent of Parent or
      as
      permitted by this Agreement, neither JJI, any of its Subsidiaries, the
      Stockholders or their respective representatives shall disclose to any Person
      (i) the fact that any confidential information of JJI, any of its Subsidiaries
      or Stockholders has been disclosed to Parent or Parent’s Representatives, that
      Parent or Parent’s Representatives have inspected any portion of the
      confidential information of JJI, any of its Subsidiaries, the Stockholders
      or
      their respective representatives, or that JJI, any of its Subsidiaries,
      Stockholders or their respective representatives have inspected any portion
      of
      the confidential information of Parent or Parent’s Affiliates or (ii) any
      information about the Transactions, including the status of such discussions
      or
      negotiations, the execution of any documents (including this Agreement) or
      any
      of the terms of the Transactions or the related documents (including this
      Agreement). Parent and JJI will consult with each other concerning the means
      by
      which JJI’s or its Subsidiaries’ employees, customers, suppliers and others
      having dealings with JJI or any of its Subsidiaries will be informed of the
      Transactions during the period prior to Closing, and Parent will have the right
      to be present for any such communication. Notwithstanding the above, nothing
      in
      this Section 4.9 will preclude any party from making any disclosures if such
      party in good faith determines that (i) the use of such information is necessary
      or appropriate in making any filing or obtaining any consent or approval
      required for the consummation of the Transactions, or (ii) the furnishing or
      use
      of such information is required by or necessary or appropriate in connection
      with legal proceedings or to comply with any Law or otherwise necessary and
      proper in conjunction with the filing of any Tax Return or other document
      required to be filed with any Governmental Authority.

    


    4.10
      Stockholders
      Approval.  

    


    
      
        
          
          

        

        
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              4.10.1
Stockholders’
      Agent’s Representation and Agreement.
      The
      Stockholders’ Agent hereby represents and warrants to the Parent and Merger Sub,
      both as of the date of execution of this Agreement and as of the Effective
      Time,
      that (i) it owns Seventy-nine and 85/100 percent (79.85%) of the JJI Stock,
      (ii)
      it has duly and validly approved and been authorized to enter into this
      Agreement and the Transaction and (iii) it agrees to cause the Transaction
      to be
      duly and validly authorized and approved by JJI.

    


    4.10.2
      JJI’s
      Efforts.
      JJI
      shall take all action necessary under its certificate of incorporation and
      bylaws and the DGCL to, as soon as reasonably practicable after the date of
      this
      Agreement, call, give notice of, convene and duly hold a meeting of the holders
      of JJI Stock or otherwise take action by consent to duly and properly consider,
      act upon and vote upon the approval of this Agreement and the
      Merger.

    


    4.11 No
      Solicitations.
      Immediately after the execution of this Agreement, JJI will terminate and cease
      any discussions or negotiations with any parties relating to an Acquisition
      Transaction, and thereafter until the earlier of the Effective Time or the
      termination of this Agreement, JJI shall not, directly or indirectly, initiate,
      solicit, or encourage (including by way of furnishing information or
      assistance), or take any other action to facilitate, any inquiries or the making
      of any proposal that constitutes, or may reasonably be expected to lead to,
      an
      Acquisition Transaction, or negotiate with any person in furtherance of such
      inquiries or to obtain an Acquisition Transaction, or agree to or endorse any
      Acquisition Transaction, or authorize or permit any of its officers, directors,
      or employees or any investment banker, financial advisor, attorney, accountant,
      or other representative retained by JJI to take any such action, and JJI shall
      promptly notify Parent orally and in writing of all of the relevant details
      relating to all inquiries and proposals which it may receive relating to any
      of
      such matters.

    


    4.12
      Tax
      Matters.
      

     

    4.12.1
      Cooperation.
      Parent
      and the Stockholders’ Agent shall cooperate to the extent reasonably requested
      by the other party in connection with any audit, litigation, refund claim or
      other proceeding with respect to Taxes of JJI and withholding tax. Such
      cooperation shall include the retention and, upon the other party’s request, the
      provision of records and information which are reasonably relevant to any such
      audit, litigation or other proceeding. Parent shall use commercially reasonable
      efforts to provide to Stockholders’ Agent for comment, at least one week before
      the intended filing date, a draft of any U.S. federal income Tax Return of
      JJI
      which JJI expects to file to the extent such Tax Return relates exclusively
      to
      tax periods ending before the Effective Time.

     

    4.12.2
      Audits.
      Parent
      shall notify the Stockholders’ Agent in writing within a reasonable time of
      receipt by Parent or any Affiliate of Parent (including the Surviving Company)
      of notice of any pending or threatened Tax audits or assessments that may affect
      the Tax liabilities of JJI for which the Stockholders would be liable under
      this
      Agreement. The Stockholders’ Agent shall be kept reasonably informed of the
      status of any such audit or assessment. Neither Parent nor the Surviving Company
      may compromise or settle any such Tax audits or assessments without the
      Stockholders’ Agent’s consent (which consent shall not be

    


    
      
        
          
          

        

        
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    unreasonably
      withheld or delayed) unless (i) there is no finding or admission of any
      violation of Law or any violation of the rights of any Person; (ii) the sole
      relief provided is monetary damages that are paid in full by the Parent or
      Parent’s Affiliate (including the Surviving Company); and (iii) the Stockholders
      shall have no liability with respect to any compromise or settlement of such
      Tax
      audit or assessment. 

    


    4.12.3
      Amended
      Returns.
      Parent
      shall not file or cause to be filed any amended Tax Returns of JJI with respect
      to a taxable period or portion thereof ending on or before the Effective Time
      without the consent of the Stockholders’ Agent (which consent shall not be
      unreasonably withheld or delayed).

     

    4.12.4
      Transfer
      Taxes.
      Any
      real estate or other transfer Taxes arising from the Merger shall be borne
      one-half (1/2) by Parent and one-half (1/2) by the Stockholders.

     

    4.12.5
      No
      Tax
      Withholding.
      Based
      on information provided by JJI, the parties do not believe that under current
      Law the payment of the Merger Consideration is subject to withholding Tax except
      for any payments of any Merger Consideration which is compensatory in nature.
      All payments of Merger Consideration under this Agreement to the Stockholders
      will be made without any deduction or withholding for or on account of any
      Taxes, except for any such deduction or withholding that is required (and any
      payment of the Merger Consideration shall be net of any payment required) (i)
      as
      a result of a change in Law or change in the interpretation of Law by any court
      or other Governmental Authority after the date of this Agreement or (ii) in
      connection with any payments of any Merger Consideration which is compensatory
      in nature. 

     

    4.12.6
      Tax
      Treatment.
      For tax
      purposes, each of the parties shall treat the Transaction as a taxable purchase
      of the JJI Stock and Class B Common Stock Warrants and shall not take any
      inconsistent position on any Tax Return or in any audit or administrative or
      judicial proceeding.

     

    4.13
      Anti-Takeover
      Statutes.
      If any
      Takeover Statute is or may become applicable to the Merger, each of Parent
      and
      JJI shall take such commercially reasonable actions as are necessary so that
      the
      transactions contemplated by this Agreement may be consummated as promptly
      as
      reasonably practicable on the terms contemplated hereby and to the extent
      commercially reasonable otherwise act to eliminate or minimize the effects
      of
      any Takeover Statute on the Merger. 

     

    4.14
      Stockholder
      Litigation.
      The
      parties to this Agreement shall cooperate and consult with one another in
      connection with any stockholder litigation against any of them or any of their
      respective directors or officers with respect to the transactions contemplated
      by this Agreement. In furtherance of and without in any way limiting the
      foregoing, each of the parties shall use its respective commercially reasonable
      best efforts to prevail in such litigation so as to permit the consummation
      of
      the transactions contemplated by this Agreement in the manner contemplated
      by
      the Agreement. Notwithstanding the foregoing, JJI agrees that it will not
      compromise or settle any litigation commenced against it or its directors and
      officers relating to this Agreement

     

    


    
      
        
          
          

        

        
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    or
      the
      Transactions contemplated hereby (including the Merger) without Parent’s prior
      written consent, not to be unreasonably withheld or delayed.

     

    4.15
      Forward
      Contracts.
      If on
      or before three (3) Business Days prior to the Closing Date, JJI or the
      Stockholders’ Agent requests Parent to purchase forward contract(s) that will
      establish the Pay Off Liability in U.S. dollars for any one or more of the
      Hoffmeister Debt Payments, Hoffmeister Family Expense or any Change of Control
      Obligations payable in Euros, then Parent agrees to use reasonable efforts
      to
      obtain such forward contract(s) that sell U.S. dollars to exchange for Euros
      on
      a specified date, which specified date shall be the Closing Date or such later
      date as agreed to by the parties (the “Forward Contracts”). 

     

    4.16
      Termination
      of Stock Option Plans, SERP and Employee’s Pension Plan of JJI and Its
      Subsidiaries.

     

    4.16.1
      Stock
      Option Plans.
      JJI
      shall terminate any and all stock option plans, including the Stock Incentive
      Plans, of JJI and its Subsidiaries, effective not later than the day immediately
      preceding the Closing Date, unless Parent, in its sole discretion, elects to
      maintain such plan in which event Parent shall provide JJI with written notice
      of such election at least three (3) days prior to the Closing Date. Unless
      Parent provides such notice to JJI, Parent shall receive from JJI evidence
      that
      JJI’s stock option plans have been terminated pursuant to resolution of JJI’s
      Board of Directors (the form and substance of such resolution shall be subject
      to review and approval by Parent), not later than the day immediately preceding
      the Closing Date.

     

    4.16.2
      SERP.
      JJI
      shall terminate the SERP, effective not later than the day immediately preceding
      the Closing Date, unless Parent, in its sole discretion, elects to maintain
      such
      plan in which event Parent shall provide JJI with written notice of such
      election at least three (3) days prior to the Closing Date (or such lesser
      time
      as may be acceptable to Parent). Unless Parent provides such notice to JJI,
      Parent shall receive from JJI evidence that the SERP has been terminated
      pursuant to resolution of JJI’s Board of Directors (the form and substance of
      such resolution shall be subject to review and approval by Parent), not later
      than the day immediately preceding the Closing Date.

     

    4.16.3
      Employees
      Pension Plan of JJI and Its Subsidiaries.
      

    


    4.16.3.1
      Redemption
      of Class A Common Stock.
      JJI
      shall acquire all of the Class A Common Stock held by the Employees Pension
      Plan
      of JJI and its Subsidiaries for $4.00 per share before the earlier of (i) the
      termination of the Employees Pension Plan of JJI and its Subsidiaries and (ii)
      two (2) Business Days prior to the Closing Date.

    


    4.16.3.2
      Termination.
      JJI
      shall terminate the Employees Pension Plan of JJI and its Subsidiaries,
      effective not later than the day immediately preceding the Closing Date, unless
      Parent, in its sole discretion, elects to maintain such plan in which event
      Parent shall provide JJI with written notice of such election at least three
      (3)
      days prior to the Closing Date. Unless Parent provides such notice to JJI,
      Parent shall receive from JJI evidence that the

    


    
      
        
          
          

        

        
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    Employees
      Pension Plan of JJI and its Subsidiaries has been terminated pursuant to
      resolution of JJI’s Board of Directors (the form and substance of such
      resolution shall be subject to review and approval by Parent), not later than
      the day immediately preceding the Closing Date.

    


    4.17
      Financial
      Statements.
      As soon
      as reasonably practicable but no later than five (5) days before the Closing
      Date (or such lesser time as may be acceptable to Parent), JJI shall provide
      Parent with consolidated balance sheets and related statements of income and
      cash flow as of the end of each month beginning with the month of January,
      2006
      and for each month ending more than ten (10) Business Days before the Closing
      Date. Such monthly financial statements shall be prepared in accordance with
      GAAP and shall consistently apply the same methodologies and principles in
      all
      respects as the methodologies and principles used or applied in connection
      with
      the December 31, 2005 Financial Statements.

    


    4.18
      Tax
      Refund.
      To the
      extent JJI irrevocably receives any refunds of Taxes after the Effective Time
      as
      a result of U.S. federal, state and local income Taxes paid by JJI prior to
      the
      Effective Time and losses included on a JJI income Tax return for a period
      ending prior to the Effective Time (other than losses relating to or resulting
      from the subject matter of the Defined Benefit Pension Plan Funding or any
      payment or accrual relating thereto) which exceed the credit provided in Final
      Working Capital pursuant to part (f) of Exhibit
      D,
      then
      JJI will, subject to the limitations referenced below, pay to the Escrow Agent
      an amount equal to such excess; provided,
      however,
      for
      purposes of calculating such excess (i) any refunds will be disregarded to
      the
      extent such refunds result from or relate to the Defined Benefit Pension Plan
      Funding, the subject matter of the Defined Benefit Pension Plan or any payment
      or accrual relating to the Defined Benefit Pension Plan, and (ii) the sum of
      payments pursuant to this Section 4.18, the Final Working Capital plus any
      amount which increased the Indemnity Escrow Amount pursuant to part (g) of
      Exhibit
      D
      shall
      not in any event be more than $32,000,000. Within a reasonable time of any
      payment being made to the Escrow Agent pursuant to the immediately preceding
      sentence the Stockholders’ Agent and Parent will direct the Escrow Agent to
      distribute such payment according to the Agreed Escrow Distribution
      Methodology.

    


    ARTICLE
      V

    CONDITIONS
      TO THE MERGER

    


    5.1
      Conditions
      to Obligation of Each Party to Effect the Merger.
      The
      respective obligations of each party to effect the Merger shall be subject
      to
      the satisfaction at or prior to the Effective Time of the following
      conditions:

    


    5.1.1
      No
      Injunctions or Restraints; Illegality.
      No
      temporary restraining order, preliminary or permanent injunction, or other
      order
      issued by any court of competent jurisdiction or other legal restraint or
      prohibition preventing the consummation of the Merger shall be in effect, and
      no
      litigation by any Governmental Authority seeking any of the foregoing shall
      have
      been commenced. There shall not be any action taken, or any statute, rule,
      regulation, or order

    


    
      
        
          
          

        

        
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    enacted,
      entered, enforced, or deemed applicable to the Merger that makes the
      consummation of the Merger illegal.

    


    5.1.2
      Approvals.
      All
      authorizations of Governmental Authorities required to consummate the
      Transactions contemplated by this Agreement, including the Merger, shall have
      been obtained, all such authorizations shall remain in full force and effect,
      no
      appeal shall have been filed challenging any such authorizations, all statutory
      waiting periods in respect thereof shall have expired or been terminated or
      waived. 

    


    5.1.3
      Certificate
      of Merger.
      The
      Certificate of Merger shall have been duly executed by JJI and filed with the
      Delaware Secretary of State.

     

    5.1.4
      Maximum
      Merger Consideration.
      The
      parties are satisfied that the Merger Consideration will in any event be less
      than Fifty Million Dollars ($50,000,000), taking into account all possible
      adjustments pursuant to this Agreement (including those contemplated by Section
      1.7.1).

    


    5.2
      Additional
      Conditions to Obligations of Parent and Merger Sub.
      The
      obligations of Parent and Merger Sub to effect the Merger are also subject
      to
      the following conditions (any or all of which conditions may be waived by Parent
      at or prior to the Closing):

    


    5.2.1
      Representations
      and Warranties; Performance of Obligations.
      All of
      the representations and warranties of JJI contained in this Agreement shall
      be
      true and correct in all material respects on and as of the date hereof, the
      Closing Date and the Effective Time as if made on and as of each such date
      or
      time (except for those representations and warranties made as of a particular
      date, which shall have been true and correct as of such date), except
      that,
      Parent
      and Merger Sub shall not be obligated to effect the Merger, if Parent
      determines, in its sole discretion, that any one or more of the changes in
      the
      representations and warranties of JJI that occurs after the date of the
      execution of this Agreement is adverse to JJI or its Subsidiaries and material.
      JJI and the Stockholders shall have performed or complied (or cured any
      noncompliance) in all material respects with all covenants required by this
      Agreement to be performed or complied with by them at or prior to the Effective
      Time.

    


    5.2.2
      Consents
      Obtained.
      All
      consents, waivers, clearances, approvals and authorizations from third parties
      under the contracts of JJI listed in Schedule 2.14 as being required to be
      obtained prior to the Effective Time shall have been obtained.

    


    5.2.3
      Secretary’s
      Certificate.
      Parent
      and Merger Sub shall have received a certificate signed by the Secretary of
      each
      of JJI and Stockholders’ Agent which shall: (i) certify the names of the
      officers of each of JJI and Stockholders’ Agent authorized to sign this
      Agreement and the other documents, instruments or certificates to be delivered
      pursuant to this Agreement by each of JJI and Stockholders’ Agent or any of its
      officers, together with the true signatures of such officers; (ii) attach a
      copy
      of the certificate of incorporation of JJI, as amended, certified by the
      Secretary of State of Delaware; (iii) attach a copy of the current
      bylaws

    


    
      
        
          
          

        

        
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    of
      JJI,
      certified by the Secretary to be correct and complete; (iv) attach a certified
      copy of the resolutions of the Board of Directors and the Stockholders of JJI
      evidencing the adoption of the approval of this Agreement and the other matters
      contemplated hereby; (v) attach recent good standing certificates for JJI from
      the States of Delaware, California, Connecticut, Illinois, Missouri, New York,
      North Carolina and the Commonwealth of Pennsylvania; and (vi) certify the
      Transactions have been duly authorized by the Board of Directors of each of
      JJI
      and Stockholders’ Agent and by the shareholders of JJI.

    


    5.2.4
      Closing
      Deliveries by JJI.

     

    5.2.4.1
      Resignation
      Letters.
      JJI
      shall have delivered to Parent resignations of all directors and officers of
      JJI.

    


    5.2.4.2
      Liabilities
      Certificate.
      JJI
      shall have delivered to Parent a certificate of the Chief Executive Officer
      and
      Chief Financial Officer of JJI certifying (i) the amount of each of the Pay
      Off
      Liabilities and each of the Price Reduction Liabilities, (ii) the amount of
      each
      category of Agreed Deductions in a manner consistent with Section 1.7.1.2,
      (iii)
      a best good faith estimate of the amount of the Working Capital Liabilities,
      itemized by category in a manner reasonably acceptable to Parent, (iv) that
      neither JJI nor any of its Subsidiaries has any Liabilities other than Working
      Capital Liabilities, the Pay Off Liabilities, the Price Reduction Liabilities,
      Liabilities which are Agreed Deductions and the Liabilities specified in part
      (i), (ii) or (iii) of Section 1.7.1.3.5, and (v) such other matters as Parent
      may reasonably request with respect to Liabilities.

    


    5.2.4.3
      Payoff
      Letters.
      For
      each of the Pay Off Liabilities, all notes and other indebtedness for borrowed
      money, all capital leases, and all payments due prior to the Effective Time,
      all
      Taxes (including any Taxes related to the Transactions), and each other
      Liability for which Parent reasonably requests a payoff letter before the
      Closing Date, JJI shall have delivered to Parent a Pay Off Letter from all
      applicable creditors or lenders.

    


    5.2.4.4
      Representations
      and Warranties Certificate.
      JJI
      shall have delivered to Parent a certificate of the Chief Executive Officer
      and
      Chief Financial Officer of JJI certifying that all representations and
      warranties by JJI contained in this Agreement are accurate as of the Effective
      Time except as expressly otherwise set forth in such certificate.

    


    5.2.4.5
      Compliance
      Certificate.
      JJI
      shall have delivered to Parent a certificate of the Chief Executive Officer
      and
      Chief Financial Officer of JJI certifying that the conditions set forth in
      this
      Article V with respect to JJI and its Subsidiaries have been fully
      satisfied.

    


    5.2.4.6
      Escrow
      Agreement.
      JJI,
      the Stockholders’ Agent and the Escrow Agent shall have executed and delivered
      the Escrow Agreement to Parent. 

    


    
      
        
          
          

        

        
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    5.2.4.7
      Indemnification
      Agreement.
      Stockholders’ Agent shall have executed and delivered to Parent an
      indemnification agreement from Stockholders’ Agent and the parent entity of
      Stockholders’ Agent, which indemnification agreement shall be in form and
      substance acceptable to Parent.

    


    5.2.4.8
      Evidence
      of Termination of Options and Warrants and Terminated Contracts.
      JJI
      shall have delivered to Parent a certificate of the Chief Executive Officer
      and
      Chief Financial Officer of JJI certifying that (i) all the Options and Warrants
      have been terminated (and JJI released with respect thereto) prior to the
      Effective Time, (ii) all the Terminated Contracts have been terminated (and
      JJI
      released) prior to the Effective Time and the Surviving Company and its
      Subsidiaries will not suffer any Adverse Consequences relating to the Terminated
      Contracts after the Effective Time in excess of the amount which reduced the
      Merger Consideration pursuant to Section 1.7.1.1.9 and (iii) there will not
      be
      any amounts due at or after the Effective Time in connection with Change of
      Control Obligations in excess of the amount which reduced the Merger
      Consideration pursuant to Section 1.7.1.1.8. JJI shall have delivered to Parent
      such other documentation as Parent may reasonably request relative to the
      termination of the Options and Warrants, the termination of the Terminated
      Contracts and the Change of Control Obligations.

    


    5.2.5
      Stockholder
      Approval.
      This
      Agreement and the Transactions contemplated hereby shall have been approved
      by
      the Stockholders in accordance with the DGCL.

    


    5.2.6
      No
      Material Adverse Affect.
      Since
      December 31, 2005, JJI and its Subsidiaries shall not have suffered any Material
      Adverse Effect.

    


    5.2.7
      FIRPTA
      Certificate.
      Parent
      shall have received a certificate establishing that neither JJI nor any
      Subsidiary has been a United States real property holding corporation within
      the
      meaning of Section 897(c)(2) of the Code during the applicable period specified
      in Section 897(c)(1)(A)(ii) of the Code.

    


    5.2.8
      No
      Proceedings.
      Since
      the date of this Agreement, there must not have been commenced or threatened
      against Parent, or against any Affiliate of Parent, any proceeding (i) involving
      a challenge to, or seeking damages or other relief in connection with, any
      of
      the Transactions, or (ii) that may have the effect of preventing, delaying,
      making illegal, or otherwise interfering with any of the
      Transactions.

    


    5.2.9
      Right
      in JJI Capital Stock.
      As long
      as the assumptions set forth in the first sentence of Section 2.1.2.2 are true,
      the Parent must be reasonably satisfied that no Person other than Parent, an
      Affiliate of Parent or Persons who acquired rights from Parent or an Affiliate
      of Parent will have any right in or to any capital stock (or any other equity
      interest) of JJI or any right to acquire any capital stock (or other equity
      interest) of JJI and no Person other than the Surviving Company, will have
      any
      right in or to or right to acquire any capital stock (or other equity interest)
      of any of its Subsidiaries.

    


    
      
        
          
          

        

        
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    5.2.10  Stock
      Plans.
      JJI
      shall have taken (or cause to be taken) all actions necessary to cancel and
      terminate as of the Effective Time any stock option plan, the Stock Incentive
      Plans and any other plan or agreement relating to the JJI Stock, Options and
      Warrants or other equity of JJI (other than this Agreement).

    


    5.2.11
      Opinion
      of Counsel.
      JJI
      shall have received and provided to Parent an opinion of counsel from counsel
      reasonably acceptable to Parent, which opinion shall state that the actions
      of
      each of JJI and its majority stockholder in connection with the Merger and
      Transaction have been duly authorized, that this Agreement has been duly
      authorized, executed and delivered, that all necessary actions have been taken
      by JJI and its Stockholders and their respective directors to make the Merger
      effective, that the Merger will be effective at the Effective Time and such
      other matters as reasonably requested by the Parent.

    


    5.2.12
      Other
      Documents and Certificates.
      Parent
      and JJI shall have received such other documents, certificates and approvals
      as
      may have been reasonably requested by Parent and Parent shall have reasonably
      determined Stockholders’ Agent, the Stockholders and JJI have taken all actions
      required by Law in connection with the Transactions.

    


    5.2.13
      Delivery
      of Exhibit B and Certificate.
      JJI has
      delivered Schedule 5.2.13 to Parent to describe the methodology JJI is
      to use in completing Exhibit
      B. 
      All of the dollar amounts in Schedule 5.2.13 are subject to the other provisions
      of this Agreement and are subject to change and none of such dollar amounts
      are
      binding on any party in connection with establishing Merger Consideration except
      to the extent binding as a result of a provision of this Agreement other than
      Schedule 5.2.13.  In the event of a conflict between Schedule 5.2.13 and
      any other provision of this Agreement the other provision will govern. 
Parent is not agreeing to be bound by any provision of Schedule 5.2.13. Parent
      and JJI shall have received Exhibit
      B
      prepared
      in accordance with the methodology set forth in Schedule 5.2.13 to allocate
      the
      Merger Consideration to the holders of JJI Stock and Class B Common Stock
      Warrants. Exhibit
      B
      shall
      clearly identify (i) each Stockholder by name and the amount of Merger
      Consideration such Stockholder will receive, (ii) the Net Merger Consideration
      that shall be paid at the Effective Time in U.S. dollars to each Stockholder
      (which shall be in a total amount equal to the Net Merger Consideration) and
      (iii) the percentage that will be applied to each Escrow Fund distribution
      for
      each Stockholder entitled to receive a portion of such distribution (to the
      extent there are distributions to Stockholders) in order to calculate the amount
      of such Escrow Fund distribution to be paid to each Stockholder (and the total
      of all such percentages shall equal 100%). JJI shall have delivered to Parent
      a
      certificate of the Chief Executive Officer, Chief Financial Officer and
      Secretary of JJI certifying that the Exhibit
      B
      delivered at Closing sets forth the name of each Stockholder or other Person
      entitled to Merger Consideration Rights pursuant to this Agreement and conforms
      in all respects with the foregoing provisions of this Section 5.2.13.
      Notwithstanding anything in this Agreement to the contrary, the references
      in
      Articles I, VII and VIII to Exhibit
      B
      means
      the Exhibit
      B
      delivered pursuant to this Section 5.2.13 at Closing. Exhibit
      B
      shall
      also be in the form contemplated in the document attached hereto as “Form of
Exhibit
      B”.

    


    
      
        
          
          

        

        
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    5.2.14
      Purchase
      of Class A Common Stock held by Employees Pension Plan of JJI and its
      Subsidiaries.
      The
      Employees Pension Plan of JJI and its Subsidiaries shall not own any Class
      A
      Common Stock immediately prior to the Effective Time and such Class A Common
      Stock that it held after the date of this Agreement shall have been purchased
      in
      accordance with Section 4.16.3.1 and be treasury stock at the Effective
      Time.

    


    5.2.15
      Notices
      to Stockholders Pursuant to Delaware Law.
      JJI
      shall have (i) sent all of the notices required by or contemplated by DGCL
      to
      the Stockholders in connection with Transactions, which notices shall include
      those required by Sections 228(e) and 262(d)(2) of the DGCL and (ii) delivered
      to Parent a certificate of the Secretary of JJI certifying that all of the
      notices required by DGCL in connection with the Transactions have been sent
      prior to Closing, which certificate shall include copies of such notices.


    


    5.3
      Additional
      Conditions to Obligations of JJI.
      The
      obligation of JJI to effect the Merger is also subject to the following
      conditions (any or all of which conditions may be waived by JJI at or prior
      to
      the Closing):

    


    5.3.1
      Representations
      and Warranties; Performance of Obligations.
      All of
      the representations and warranties of Parent and Merger Sub contained in this
      Agreement shall be true and correct in all material respects on and as of the
      date hereof, the Closing Date and the Effective Time as if made as of each
      such
      date or time (except for those representations and warranties made as of a
      particular date, which shall have been true and correct as of such date),
except
      that,
      JJI
      shall not be obligated to effect the Merger, if JJI determines, in its sole
      discretion, that any one or more of the changes in the representations and
      warranties of Parent and Merger Sub or of JJI that occurs after the date of
      the
      execution of this Agreement is material to the Stockholders or materially
      increases the exposure of the Indemnity Escrow Amount to Parent Claims. Parent
      and Merger Sub shall have performed or complied (or cured any noncompliance)
      in
      all material respects with all covenants required by this Agreement to be
      performed or complied with by them at or prior to the Effective
      Time.

    


    5.3.2
      Consents
      Obtained.
      All
      material consents required to be obtained or made by Merger Sub for the
      authorization, execution, and delivery of this Agreement and the consummation
      by
      it of the transactions contemplated hereby shall have been obtained and made
      by
      Merger Sub and shall be in full force and effect.

    


    5.3.3
      Secretary’s
      Certificate.
      JJI
      shall have received a certificate signed by the Secretary of each of Parent
      and
      Merger Sub which shall: (i) certify the names of the officers of each of Parent
      and Merger Sub authorized to sign this Agreement and the other documents,
      instruments or certificates to be delivered pursuant to this Agreement by each
      of Parent and Merger Sub or any of its officers, together with the true
      signatures of such officers and (ii) certify the Transactions have been duly
      authorized by the Board of Directors of each of Parent and Merger
      Sub.

    


    


    
      
        
          
          

        

        
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    ARTICLE
      VI

    TERMINATION

    


    6.1
      Termination.
      This
      Agreement may be terminated at any time prior to the Closing by:

    


    6.1.1
      the
      mutual written consent of Parent and JJI; 

    


    6.1.2
      Parent, if there has been a violation or Breach by JJI of any covenant,
      representation or warranty contained in this Agreement which has a Material
      Adverse Effect, which violation or Breach has not been waived by Parent or
      cured
      by JJI within thirty (30) days after written notice by Parent or which Breach
      cannot by its nature reasonably be cured prior to the Expiration
      Date;

    


    6.1.3
      JJI, if there has been a violation or Breach by Parent of any covenant,
      representation or warranty contained in this Agreement which has a Material
      Adverse Effect which violation or Breach has not been waived by JJI or cured
      by
      Parent within thirty (30) days after written notice by JJI (provided that the
      failure of Parent to deliver the Merger Consideration as required hereunder
      shall not be subject to cure hereunder) or which Breach cannot by its nature
      reasonably be cured prior to the Expiration Date; or

    


    6.1.4
      either Parent or JJI if the Transactions contemplated hereby have not been
      consummated by June 30, 2006 (the “Expiration Date”); provided
      that
      neither Parent nor JJI shall be entitled to terminate this Agreement pursuant
      to
      this Section 6.1 if such Person’s Breach of this Agreement has prevented the
      consummation of the Transactions contemplated hereby; or

    


    6.1.5 either
      JJI or Parent, by written notice to the other, if a Governmental Authority
      shall
      have issued an order, decree or ruling or taken any other action, in any case,
      having the effect of permanently restraining, enjoining or otherwise prohibiting
      the Merger, which order, decree, ruling or other action is final and
      nonappealable; or

     

    6.1.6
      if
      either JJI or Parent is entitled not to close under Section 5.2.1 or 5.3.1
      and
      notifies the other in writing of its election not to close pursuant to Section
      5.2.1 or 5.3.1, as applicable. 

     

    In
      the
      event JJI has a right to terminate this Agreement under any of the foregoing
      provisions, this Agreement may be terminated by the board of directors of JJI
      as
      provided above at any time prior to the Certificate of Merger becoming effective
      in accordance with Section 103 of the DGCL, notwithstanding approval of this
      Agreement by the holders of JJI Stock.

    


    6.2
      Effect
      of Termination.
      In the
      event of termination of this Agreement by either Parent or JJI as provided
      above, the provisions of this Agreement shall immediately become void and of
      no
      further force and effect (other than this Section 6.2, Section 4.4.2
      (Confidentiality), Section 4.9 (Public Announcements), Section 9.7 (Governing
      Law) and Section 9.9 (Fees and Expenses), which shall each survive the
      termination of this Agreement) except as provided in the

    


    
      
        
          
          

        

        
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    immediately
      following sentence. Notwithstanding the foregoing, either party may seek
      specific performance with respect to the obligations of any other party pursuant
      to this Agreement including any obligation to complete the Transactions, but
      any
      party exercising its rights to terminate this Agreement pursuant to this Article
      VI may not bring a claim for monetary damages against any other party based
      on
      such other party’s failure to comply with an obligation to complete the
      Closing.

    


    ARTICLE
      VII

    INDEMNIFICATION

    


    7.1
      Survival;
      Right to Indemnification Not Affected by Knowledge.
      All
      representations, warranties, covenants, and agreements contained in this
      Agreement, and in any certificate or schedule shall be deemed to have been
      relied upon by the parties hereto, and shall survive the Closing; provided
      that any
      such representations, warranties, covenants, and agreements shall be fully
      effective and enforceable after the Closing for a period of twenty-one (21)
      months after the Effective Time for all matters, including claims relating
      to
      Environmental Liabilities, Taxes and all other matters (the “General Survival
      Period”) and for an additional period of twenty-one (21) months after the
      General Survival Period for Parent Claims relating to Taxes and German
      Environmental Issues (the “Tax and German Environmental Issue Survival Period”),
      and shall thereafter be of no further force or effect except as provided in
      this
      Agreement. Following the end of the General Survival Period and of the Tax
      and
      German Environmental Issue Survival Period and notwithstanding anything in
      this
      Agreement to the contrary, the indemnification obligations set forth in this
      Article VII shall continue to survive with respect to (i) any Surviving Claim
      or
      Stockholder Claim which was not fully resolved at the end of the General
      Survival Period and (ii) any Continuing Surviving Claim which was not fully
      resolved at the end of the Tax and German Environmental Issue Survival Period,
      until finally resolved as provided in this Article VII and the Escrow Agreement.
      By way of example, if notice of a Parent Claim is sent within the applicable
      survival period, then subject to the terms of this Agreement and the Escrow
      Agreement the
      Parent Indemnified Party or Parent, as applicable, shall be entitled to be
      reimbursed from the Indemnity Escrow Amount until all Adverse Consequences
      (whether arising before or after the end of the applicable survival period)
      relating to such timely asserted Parent Claim have been fully resolved and
      Parent or the Parent Indemnified Party, as applicable, has been indemnified
      therefor. The
      right
      to indemnification, payment of Adverse Consequences or other remedy based on
      the
      representations, warranties, covenants, and obligations of the parties hereto
      or
      in any schedule, certificate or other document delivered in connection herewith
      will not be affected by any investigation conducted with respect to, or any
      knowledge acquired (or capable of being acquired) at any time, whether before
      or
      after the execution and delivery of this Agreement or the Effective Time, with
      respect to the accuracy or inaccuracy of or compliance with, any such
      representation, warranty, covenant, or obligation. The waiver of any condition
      based on the accuracy of any representation or warranty, or on the performance
      of or compliance with any covenant or obligation, will not affect the right
      to
      indemnification, payment of Adverse Consequences, or other remedy based on
      such
      representations, warranties, covenants, and obligations. Provided, however,
      the
      limitations contained in this Section shall not limit (i) the ability of any
      party to obtain specific performance

    


    
      
        
          
          

        

        
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    with
      respect to any obligation of the other party or parties and each party to this
      Agreement shall be entitled to specifically enforce the obligations of each
      other party in this Agreement to the maximum extent permitted by Law, (ii)
      any
      Parent Indemnified Party in being paid for indemnifiable Adverse Consequences
      for claims for which notice was sent in the applicable time period or (iii)
      any
      party from enforcing its right to obtain or require distributions in accordance
      with Section 1.8. 

     

    7.2
      Indemnification
      of Parent.
      Subject
      to the limitations of Sections 7.4 and 7.6, each Stockholder, severally with
      respect to such Stockholder’s portion of the Merger Consideration, shall be
      deemed to have agreed, by virtue of the approval of this Agreement and the
      Merger by JJI’s Board of Directors and the approval of this Agreement by the
      Stockholders under JJI’s Governing Documents and the DGCL to indemnify, defend,
      and save Parent and the Surviving Company, and their directors, officers,
      employees, owners, agents, Affiliates, and their respective successors and
      assigns (each a “Parent Indemnified Party”) harmless on an after-tax basis from
      and against, and to promptly pay to a Parent Indemnified Party or reimburse
      a
      Parent Indemnified Party for any and all Adverse Consequences arising from
      or in
      connection with:

    


    7.2.1
      any
      violation or Breach of any representation or warranty made by JJI in (i) this
      Agreement, (ii) the Schedules hereto (without giving effect to any supplement
      to
      the Schedules hereto), (iii) the documents and certificates delivered pursuant
      to Section 5.2, or (iv) any other certificate, document, writing or instrument
      delivered by JJI pursuant to this Agreement; provided,
      however,
      for
      purposes of determining the indemnity obligations pursuant to this Section
      7.2,
      any representation or warranty which is qualified or otherwise limited by a
      term
      such as “Material Adverse Effect”, “materiality”, “material” or any other
      similar term shall be interpreted as if such qualification or limitation were
      not included (thus, a Breach will be deemed to exist based on a reading as
      though such qualification or limitation did not exist), each Stockholder will
      be
      obligated to indemnify Parent Indemnified Parties as though that qualification
      or limitation did not exist and indemnifiable Adverse Consequences will be
      determined as if such qualification or limitation were not
      included;

    


    7.2.2
      any
      failure of JJI to perform, fulfill or satisfy any covenant or agreement
      contained herein or in any certificate or schedule delivered by JJI pursuant
      to
      this Agreement; 

    


    7.2.3
      any
      brokerage or finder’s fees or commissions or similar payments based upon any
      agreement or understanding made, or alleged to have been made, by any Person
      with JJI (or any other Person acting on their behalf) in connection with the
      Transactions contemplated hereby;

    


    7.2.4
      any
      matter disclosed on, referenced in or resulting from or in connection with
      the
      subject matter of (i) numerical paragraphs 1, 3, 4 or 5 of Schedule 2.10 or
      (ii)
      the audit referenced in numerical paragraph (1) of Schedule 2.13.1.

    


    7.2.5
      any
      German Environmental Issues; 

    


    
      
        
          
          

        

        
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    7.2.6
      any
      failure by JJI or any Subsidiary of JJI to comply with any Law at any time
      prior
      to the Effective Time;

    


    7.2.7
      any
      Contract Termination Expense or Change of Control Obligation;

    


    7.2.8
      any
      Terminated Contract; 

    


    7.2.9
      the
      amount required to resolve the Austrian Director Issue exceeding $50,800;


    


    7.2.10  
      (i) the anticipated Tax refunds credited to Final Working Capital pursuant
      to
      part (f) of Exhibit
      D
      being
      more than those claimed
      by JJI (but only to the extent of such refunds claimed by JJI which relate
      only
      to the subject matter of the refunds credited to Final Working Capital pursuant
      to part (f) of Exhibit
      D
      and
      exclusive of any claimed refunds relating to the Defined Benefit Pension Plan
      Funding, the subject matter of the Defined Benefit Pension Plan or any
      benefit relating to the Defined Benefit Pension Plan) on its U.S. federal,
      state and local income Tax returns filed after the Effective Time for periods
      ending prior to the Effective Time or
      (ii)
      the amount of any disallowance or recovery by the Internal Revenue Service
      of
      any such refunds so credited to Final Working Capital as reasonably
      determined by Parent; and

    


    7.2.11
      the purchase of shares of JJI pursuant to Section 4.16.3.1 to the extent not
      deducted from the Merger Consideration pursuant to Section
      1.7.1.1.7.

     

    Notwithstanding
      the fact that the obligations or the duties of the Stockholders under this
      Section 7.2 are several rather than joint and several, the fact that all
      Stockholders may not have entered into Transmittal Letters or expressly
      appointed the Stockholders’ Agent as their agent or any other limitation
      contained in this Agreement, the Parent Indemnified Parties shall be entitled
      to
      receive from the Indemnity Escrow Amount the full amount of Adverse Consequences
      for the matters set forth in Section 7.2.1 through Section 7.2.11 subject only
      to the limitations of Sections 7.4 and 7.6. Accordingly, notwithstanding any
      other provision of this Agreement, it is understood and agreed that the total
      consideration which each Stockholder (other than a Dissenting Stockholder)
      is entitled to receive pursuant to the Merger as a result of the conversion
      of
      the Stockholder's shares into the right to receive cash shall be such
      Stockholder's respective portions (determined as set forth on Exhibit
      B)
      of the
      Merger Consideration Rights. Rights to payments from the Working Capital
      Escrow Amount or the Indemnity Escrow Amount  (whether to
      Stockholders, Stockholders' Agent or a Parent Indemnified Party) pursuant to
      this Agreement or the Escrow Agreement are, thus, (i) part of the
      methodology for determining the Stockholders' rights to consideration in
      connection with the Merger and (ii) binding on all the Stockholders (except
      those who become Dissenting Stockholders) at the Effective Time.

     

    7.3
      Indemnification
      of Stockholders. Parent
      agrees to indemnify, defend, and save the Stockholders and, as applicable,
      their
      directors, managers, officers, employees, owners, agents, trustees, Affiliates,
      and their respective successors and assigns or heirs and personal
      representatives, as the case may be (each, a “Stockholder Indemnified Party”),
      harmless on an

    


    
      
        
          
          

        

        
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    after-tax
      basis from and against, and to promptly pay to such Stockholder Indemnified
      Party or reimburse such Stockholder Indemnified Party for, any and all Adverse
      Consequences arising from or in connection with:

    


    7.3.1
      any
      violation or Breach of any representation or warranty made by Parent or Merger
      Sub in (i) this Agreement, (ii) the Schedules hereto (without giving effect
      to
      any supplement to the Schedules hereto), (iii) the documents and certificates
      delivered pursuant to Section 5.3, or (iv) any other certificate, document,
      writing or instrument delivered by Parent or Merger Sub pursuant to this
      Agreement;

    


    7.3.2
      any
      failure of Parent or Merger Sub to perform, fulfill or satisfy any covenant
      or
      agreement contained herein or in any certificate delivered by Parent or Merger
      Sub pursuant to this Agreement;

    


    7.3.3
      any
      brokerage or finder’s fees or commissions or similar payments based upon any
      agreement or understanding made, or alleged to have been made, by any Person
      with Parent or Merger Sub (or any other Person acting on their behalf) in
      connection with the Transactions contemplated hereby; and

    


    7.3.4
      any
      election by Parent under Section 338 of the Code with respect to its acquisition
      of the capital stock of JJI in connection with the Merger.

    


    The
      Stockholder Indemnified Parties are not entitled to receive any payment from
      the
      Indemnity Escrow Amount for any Adverse Consequences suffered by one or more
      Stockholder Indemnified Parties. Provided, however, this provision is not
      intended to limit the rights of Stockholder Indemnified Parties to receive
      payments from the Indemnity Escrow Amount to the extent expressly provided
      in
      Section 1.8.

    


    7.4
      Basket;
      Limitation on Indemnification

    


    7.4.1
      Parent’s
      Basket.
      Notwithstanding anything else herein to the contrary, subject only to the
      provisions of this Section 7.4.1, the Parent Indemnified Parties shall only
      be
      entitled to indemnification pursuant to Section 7.2 to the extent that the
      aggregate amount of the Parent Indemnified Parties Adverse Consequences exceeds
      Five Hundred Thousand Dollars ($500,000) (the “Parent Basket”). In the event the
      aggregate Adverse Consequences under Section
      7.2 exceed the Parent Basket, then each Stockholder, severally in accordance
      with such Stockholders’ portion of the Merger Consideration, shall indemnify,
      defend, and save harmless the Parent Indemnified Parties for all Adverse
      Consequences exceeding the Parent Basket up to the amount of the Cap (if
      applicable). Notwithstanding the foregoing, the Parent Basket and Cap do not
      apply to (i) adjustments relating to Working Capital, which adjustments, if
      any,
      are provided solely out
      of
      the Working Capital Escrow Amount or (ii) Adverse Consequences relating to
      any
      Parent Limitation Exception.

    


    7.4.2
      THIS
      SECTION INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
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    7.4.3
      Cap.
      Except
      as otherwise provided in this Section 7.4.3, the maximum liability of the
      Stockholders on the one hand and Parent and Merger Sub on the other hand, for
      all Adverse Consequences suffered by an Indemnified Party with respect to the
      subject matter of this Agreement and the Transactions contemplated hereby is,
      and shall be limited to, an amount equal to the Indemnity Escrow Amount (the
      “Cap”); provided,
      however,
      the Cap
      shall not apply to or take into account (i) Adverse Consequences related to
      adjustments
      relating to Working Capital, (ii)
      Adverse
      Consequences suffered by a Stockholder Indemnified Party relating to any
      Stockholders Limitation Exception or (iii) Adverse Consequences suffered by
      a
      Parent Indemnified Party relating to any Parent Limitation
      Exception.

    


    7.4.4
      Agreed
      Deductions.
      No
      claim may be made by the Parent or Merger Sub for Adverse Consequences suffered
      as a result of (i) the Adverse Consequences associated with the Agreed
      Deductions Subject Matter exceeding the amount taken into account for Agreed
      Deductions pursuant to Section 1.7.1 except to the extent such claim is based
      on
      a misrepresentation or inaccurate statement contained in Section 2.12.2,
      Schedule 2.12 or Section 2.36 or Section 7.2.9 or (ii) the Adverse Consequences
      associated with the High Mast Issue exceeding the amount taken into account
      in
      calculating Final Working Capital except to the extent such claim is based
      on a
      misrepresentation or inaccurate statement contained in Section 2.27.4, Schedule
      2.27.4 (including the attachment) or Section 2.36.

    


    7.5
      Indemnification
      Procedure for Third Party Claims Against Indemnified Parties.

     

    7.5.1
      Notice.
      

     

    7.5.1.1
      Duty
      to Notify.
      In the
      event that subsequent to the Closing any Parent Indemnified Party or Stockholder
      Indemnified Party (each, an “Indemnified Party”) receives notice of the
      assertion of any claim or of the commencement of any action or proceeding by
      any
      entity who is not a party to this Agreement (including, but not limited to,
      any
      Governmental Authority) (a “Third Party Claim”) against such Indemnified Party,
      with respect to which Parent or the Stockholders (“Indemnifying Party”) are
      required to provide indemnification under this Agreement, the Indemnified Party
      shall promptly give written notice together with a statement of any reasonably
      available information regarding such claim to the Indemnifying Party within
      ten
      (10) Business Days after learning of such Third Party Claim (or within such
      shorter time as may be necessary to give the Indemnifying Party a reasonable
      opportunity to respond to such claim); provided,
      that no
      failure of the Indemnified Party to provide such notice shall relieve the
      Indemnifying Party of its obligation to indemnify and defend the Indemnified
      Party, except to the extent that the Indemnifying Party is prejudiced thereby.
      If a Third Party Claim is being made against a Parent Indemnified Party, the
      Stockholders’ Agent shall be given reasonable access to all books and records in
      the possession or under the control of Parent which the Stockholders’ Agent
      reasonably determines to be related to such claim.

     

    7.5.2
      Defense
      by Indemnifying Party.
      Subject
      to Section 7.5.3.2, if
      an
      Indemnified Party gives notice to the Indemnifying Party pursuant to Section
      7.5.1 of the

    


    
      
        
          
          

        

        
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    assertion
      of a Third-Party Claim, the Indemnifying Party shall be entitled to participate
      in the defense of such Third-Party Claim and, to the extent that it wishes
      (unless (i) the Indemnifying Party is also a Person against whom the Third-Party
      Claim is made and the Indemnified Party determines in good faith that joint
      representation would be inappropriate or (ii) the Indemnifying Party fails
      to
      provide reasonable assurance to the Indemnified Party of its financial capacity
      to defend such Third-Party Claim and provide indemnification with respect to
      such Third-Party Claim), to assume the defense of such Third-Party Claim with
      counsel reasonably satisfactory to the Indemnified Party. After notice from
      the
      Indemnifying Party to the Indemnified Party of its election to assume the
      defense of such Third-Party Claim, the Indemnifying Party shall not, so long
      as
      it diligently conducts such defense, be liable to the Indemnified Party under
      this Article VII for any fees of other counsel or any other expenses with
      respect to the defense of such Third-Party Claim, in each case subsequently
      incurred by the Indemnified Party in connection with the defense of such
      Third-Party Claim, other than reasonable costs incurred to provide any support
      requested by the Indemnifying Party. The Indemnifying Party shall have ninety
      (90) days after notice is given pursuant to Section 7.5.3.1 of the Indemnifying
      Party’s election to assume defense of the Third Party Claim to change its
      decision (and return the defense of the Third Party Claim to the Indemnified
      Party) regarding the defense of the Third Party Claim if and only if the
      Indemnifying Party has not done anything to prejudice the Indemnified Party’s
      position or prevent the Indemnified Party from taking over the defense of the
      Third Party Claim. If the Indemnifying Party assumes the defense of a
      Third-Party Claim, and provided the Indemnifying Party has not returned the
      defense of a Third Party Claim to the Indemnified Party in accordance with
      the
      terms of the immediately preceding sentence, then (i) such assumption will
      conclusively establish for purposes of this Agreement that the claims made
      in
      that Third-Party Claim are within the scope of and subject to indemnification,
      and (ii) no compromise or settlement of such Third-Party Claims may be effected
      by the Indemnifying Party without the Indemnified Party’s Consent unless (A)
      there is no finding or admission of any violation of Law or any violation of
      the
      rights of any Person; (B) the sole relief provided is monetary damages that
      are
      paid in full by the Indemnifying Party (none of which monetary damages shall
      be
      paid or reimbursed from the Indemnity Escrow Amount without Parent’s consent,
      which consent shall not be unreasonably withheld or delayed); and (C) the
      Indemnified Party shall have no liability (including any continuing obligation
      or restriction) with respect to any compromise or settlement of such Third-Party
      Claims effected without its prior written consent. Further, any fees of counsel
      or other out of pocket expenses (other than amounts paid to third parties,
      with
      Parent’s prior written consent) incurred by any Stockholders or the
      Stockholders’ Agent (either as the Indemnifying Party or as the Indemnified
      Party) may not be reimbursed from the Indemnity Escrow Amount except to the
      limited extent expressly provided in Sections 1.8.

    


    7.5.3
      Defense
      by Indemnified Party.
      

    


    7.5.3.1
      If
      an
      Indemnified Party gives notice to the Indemnifying Party pursuant to Section
      7.5.1 of the assertion of a Third-Party Claim, and the Indemnifying Party does
      not, within twenty (20) days after the Indemnified Party’s notice is given, give
      notice to the Indemnified Party of its election to assume the defense of such
      Third-Party Claim or if the

    


    
      
        
          
          

        

        
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    Indemnifying
      Party changes its decision regarding the defense of the Third Party Claim within
      the ninety (90) day period provided in Section 7.5.2, then in any such event
      the
      Indemnified Party shall have the right to conduct such defense in good faith
      at
      the expense of the Indemnifying Party and the Indemnifying Party will be bound
      by any determination made in such Third-Party Claim or any compromise or
      settlement effected by the Indemnified Party with the prior written consent
      of
      Stockholders’ Agent, which consent shall not be unreasonably withheld or
      delayed.

    


    7.5.3.2
      Notwithstanding the foregoing Section 7.5.2, if an Indemnified Party determines
      in good faith that there is a reasonable probability that a Third-Party Claim
      may adversely affect it or any of its Affiliates other than as a result of
      monetary damages for which it would be entitled to indemnification under this
      Agreement, the Indemnified Party may, by notice to the Indemnifying Party,
      assume the exclusive right to defend, compromise or settle such Third-Party
      Claim, but the Indemnifying Party will not be bound by any compromise or
      settlement of any Third-Party Claim effected without its prior written consent
      (which may not be unreasonably withheld or delayed).

    


    7.5.4
      Duty
      to Keep Other Party Informed.
      With
      respect to any Third-Party Claim subject to indemnification under this Article
      VII: (i) both the Indemnified Party and the Indemnifying Party, as the case
      may
      be, shall keep the other Person reasonably informed of the status of such
      Third-Party Claim and any related Litigation at all stages thereof where such
      Person is not represented by its own counsel, and (ii) the parties agree, at
      the
      expense of the party defending the claim, to render to each other such
      assistance as they may reasonably require of each other and to cooperate in
      good
      faith with each other in order to ensure the proper and adequate defense of
      any
      Third-Party Claim. 

    


    7.5.5
      Confidentiality.
      With
      respect to any Third-Party Claim subject to indemnification under this Article
      VII, the parties agree to cooperate in such a manner as to preserve in full
      (to
      the extent possible) the confidentiality of all confidential information and
      the
      attorney-client and work-product privileges. In connection therewith, each
      party
      agrees that: (i) it will use its best efforts, in respect of any Third-Party
      Claim in which it has assumed or participated in the defense, to avoid
      production of confidential information (consistent with applicable law and
      rules
      of procedure), and (ii) all communications between any party hereto and counsel
      responsible for or participating in the defense of any Third-Party Claim shall,
      to the extent possible, be made so as to preserve any applicable attorney-client
      or work-product privilege.

    


    7.5.6 Reimbursement
      Payments for Third-Party Claims.
      Any
      Adverse Consequences that Parent or a Parent Indemnified Party suffers that
      are
      subject to indemnification pursuant to this Article VII shall be paid. The
      parties shall cooperate reasonably and in good faith to cause the Parent or
      Parent Indemnified Party to be paid, without unreasonable delay, from the
      Indemnity Escrow Amount (which is held pursuant to the Escrow Agreement) with
      respect to any amounts the Parent or Parent Indemnified Party is entitled to
      be
      paid in accordance with the immediately preceding sentence. Any Adverse
      Consequences that a

    


    
      
        
          
          

        

        
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    Stockholder
      Indemnified Party suffers that is subject to indemnification pursuant to this
      Article VII shall be paid as provided in Section 7.8. 

    


    7.6
      Limitation
      of Remedies.

    


    7.6.1
      Limits
      on Indemnity Escrow Amount.
      All
      Adverse Consequences sustained by a Parent Indemnified Party shall be payable
      solely from the Indemnity Escrow Amount except for claims or other matters
      relating to (i) payments due under Section 1.9.4 for Working Capital (which
      payments shall come only from the Working Capital Escrow Amount) or (ii) any
      Parent Limitation Exception. Further, notwithstanding anything to the contrary
      in this Agreement, no Person other than Parent or Parent Indemnified Parties
      shall be entitled to any or all of the Indemnity Escrow Amount except as
      expressly provided in Section 1.8. The parties to this Agreement shall cooperate
      in every reasonable way to enable Parent Indemnified Parties to timely recover
      from the Indemnity Escrow Amount all amounts for which a Parent Indemnified
      Party is entitled to indemnification under this Article VII or is otherwise
      entitled or to which the Stockholders are bound pursuant to this Article VII.
      

    


    7.6.2
      Application
      of Insurance Proceeds.
      The
      parties shall use commercially reasonable efforts to collect the proceeds of
      any
      insurance which would have the effect of reducing any Adverse Consequences.
      To
      the extent any Adverse Consequence of an Indemnified Party is reduced by receipt
      of payment (i) under insurance policies which are not subject to retroactive
      adjustment or other reimbursement to the insurer in respect of such payment,
      or
      (ii) from third parties not affiliated with the Indemnified Party, such payments
      (net of the expenses of the recovery thereof) shall be credited against any
      such
      Adverse Consequences, and, if indemnification payments shall have been received
      prior to the collection of such proceeds, the Indemnified Party shall remit
      to
      the Indemnifying Party the amount of such proceeds (net of the cost of
      collection thereof) to the extent the indemnification payments received in
      respect of such Adverse Consequences would otherwise result in a duplicative
      recovery to the Indemnified Party.

    


    7.6.3
      Limitations
      on Remedy.
      Except
      for claims or other matters relating to Working Capital, any Stockholders
      Limitation Exception, any Parent Limitation Exception or the Escrow Agreement
      or
      Escrow Fund Amount (including asserting rights thereto), the remedies provided
      for in this Article VII (and as limited by this Article VII) shall be the sole
      basis for making a claim for damages against any party to this Agreement with
      respect to matters for which indemnification is available under Section 7.2
      or
      Section 7.3. However, neither this limitation nor any other provision of this
      Article VII is intended to or will be construed to limit any party’s ability to
      obtain specific performance with respect to any obligation of the other party
      or
      parties and each party to this Agreement shall be entitled to specifically
      enforce the obligations of each other party in this Agreement to the maximum
      extent permitted by Law.

    


    7.6.4
      Duty
      to Mitigate.
      The
      Parent shall take all commercially reasonable steps to mitigate all Adverse
      Consequences sustained or incurred by the Parent Indemnified Parties, and the
      Stockholders’ Agent and the Stockholders shall take all commercially reasonable
      steps to

    


    
      
        
          
          

        

        
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    mitigate
      all Adverse Consequences sustained or incurred by the Stockholder Indemnified
      Parties, upon and after becoming aware of any event which would reasonably
      be
      expected to give rise to Adverse Consequences.

    


    7.7
      THIS
      SECTION INTENTIONALLY LEFT BLANK.

    


    7.8
      Payments
      to Stockholder Indemnified Party.
      If
      a
      Stockholder Indemnified Party has notified Parent in writing of one or more
      claims or potential claims (within the General Survival Period) for which the
      indemnification provisions of Section 7.3 are applicable (each a “Stockholder
      Claim” and collectively, the “Stockholder Claims”), then the aggregate amount of
      Adverse Consequences (whether arising before or after the notice referenced
      in
      this sentence) suffered by the Stockholder Indemnified Party for which the
      indemnification provisions of Section 7.3 are applicable (so the Stockholder
      Indemnified Party is entitled to indemnification from Parent thereunder) shall
      be paid by Parent without unreasonable delay to the applicable Stockholder
      Indemnified Party, in accordance with this Agreement (but subject to any
      applicable express limitations in this Article VII). None of the Adverse
      Consequences suffered by any Stockholder Indemnified Party or Stockholders’
Agent shall be paid from the Indemnity Escrow Amount.

    


    7.9
      Payments
      from the Indemnity Escrow Amount.
      If a
      Parent Indemnified Party has notified the Escrow Agent and Stockholders’ Agent
      in writing of one or more claims or potential claims (within the applicable
      time
      period permitted by Section 7.1) for which the indemnification provisions of
      Section 7.2 are applicable (each a “Parent Claim” and collectively, the “Parent
      Claims”), then the aggregate amount of Adverse Consequences (whether arising
      before or after the notice referenced in this sentence) for which the Parent
      Indemnified Party is or becomes entitled to indemnification under Section 7.2
      shall be paid to the Parent or Parent Indemnified Party, as applicable, from
      the
      Indemnity Escrow Amount upon demand by the Parent Indemnified Party or Parent,
      as applicable, in accordance with this Agreement (but subject to any applicable
      express limitations in this Article VII). The
      parties shall direct the Escrow Agent to pay the Parent or Parent Indemnified
      Party, without unreasonable delay, from the Indemnity Escrow Amount held
      pursuant to the Escrow Agreement with respect to any amounts the Parent or
      Parent Indemnified Party is entitled to be paid in accordance with the
      immediately preceding sentence. Such
      payments from the Indemnity Escrow Amount to Parent Indemnified Party or Parent
      shall be permanently retained by the Parent Indemnified Party or Parent, as
      applicable, and the Indemnity Escrow Amount shall be deemed to be reduced
      accordingly. 

    


    7.10
      Treatment
      of Payments.
      Amounts
      paid to or on behalf of a Stockholder Indemnified Party or a Parent Indemnified
      Party as indemnification shall be treated as adjustments to the Merger
      Consideration unless otherwise required by a change in Law or a final
      unappealable determination.

    


    7.11
      Cooperation
      Relating to German Environmental Issue.
      In the
      event there is any claim by any Governmental Authority against Parent, JJI,
      any
      Subsidiary of JJI or any Affiliate of Parent relating to the German
      Environmental Issue,
      the
      Surviving Company and the

    


    
      
        
          
          

        

        
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    Stockholders’
      Agent shall use commercially reasonable efforts to cooperate with each other
      to
      (i) minimize the Adverse Consequences relating to the German Environmental
      Issue
      and (ii) cause the Escrow Agent to timely pay the Adverse Consequences relating
      to the German Environmental Issue which are indemnifiable under this Agreement
      from the Indemnity Escrow Amount.

    


    7.12
      INDEMNIFICATION
      IN CASE OF STRICT LIABILITY OR INDEMNITEE NEGLIGENCE.
      THE
      INDEMNIFICATION PROVISIONS IN THIS ARTICLE VII SHALL BE ENFORCEABLE REGARDLESS
      OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT)
      ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE
      OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY
      IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION.

    


    ARTICLE
      VIII

    DEFINITIONS

    


    For
      the
      purposes of this Agreement, the term:

    


    “Accountant
      Continuing Surviving Claim” has the meaning set forth in the second grammatical
      paragraph of Section 1.8.4.3.

    


    “Accountant
      Surviving Claim” has the meaning set forth in the second grammatical paragraph
      of Section 1.8.2.3.

    


    “Accounting
      Firm” means Crowe Chizek and Company LLC, but if such accounting firm is unable
      to accept engagement pursuant to the terms of this Agreement, then the Parent
      and Stockholders’ Agent shall select another accounting firm chosen by mutual
      agreement of the Parent and Stockholders’ Agent acting in good faith and, in
      such event, such other accounting firm so selected shall be the “Accounting
      Firm.” 

    


    “Accounts
      Receivable” means (i) all rights of payment
      from customers of JJI and its Subsidiaries arising from the sale by JJI and
      its
      Subsidiaries of Inventory or services to such customers in the ordinary course
      of business, (ii) all other accounts or notes receivable of JJI and its
      Subsidiaries and the full benefit of all security for such accounts or notes
      and
      (iii) any claim, remedy or other right related to any of the
      foregoing.

    


    “Acquisition
      Transaction” means any (i) merger, consolidation or similar transaction
      involving JJI, (ii) sale, lease or other disposition, directly or indirectly,
      by
      merger, consolidation, share exchange or otherwise, of any assets of JJI
      representing 15% or more of the assets of JJI, (iii) issuance, sale or other
      disposition of (including by way of merger, consolidation, share exchange or
      any
      similar transaction) securities (or options, rights or warrants to purchase,
      or
      securities convertible into, such securities) representing 15% or more of the
      votes of the

    


    
      
        
          
          

        

        
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    outstanding
      JJI Stock, (iv) tender offer or exchange offer in which any person or “group”
(as such term is defined under the Securities Exchange Act of 1934, as amended
      (“Exchange Act”) shall acquire beneficial ownership (as such term is defined in
      Rule 13d-3 under the Exchange Act), or the right to acquire beneficial
      ownership, of 15% or more of the outstanding JJI Stock, (v) recapitalization,
      restructuring, liquidation, dissolution, or other similar type of transaction
      with respect to JJI, or (vi) transaction which is similar in form, substance
      or
      purpose to any of the foregoing transactions; provided,
      however,
      that
      the term “Acquisition Transaction” shall not include the Merger or the other
      transactions contemplated by this Agreement. 

    


    “Adjustment
      Amount” has the meaning set forth in the second grammatical paragraph of Section
      1.8.2.3.

    


    “Adjusted
      Indemnity Escrow Amount” means at the time such term is being used in this
      Agreement, the amount of funds in the Indemnity Escrow Amount as it has been
      adjusted as provided in this Agreement and in the Escrow Agreement.

    


    “Adverse
      Consequences” means (whether or not involving a third-party claim) each and
      every loss, damage, cost, expense (including court costs, reasonable costs
      of
      investigation, reasonable attorneys’ fees or costs, or other expenses, including
      those arising out of the enforcement of this Agreement), suit, action, demand,
      claim, cause of action, assessment, deficiency, liability, judgment, award,
      fine, penalty, sanction, obligation, charges and amounts paid in settlement,
      including reasonable costs, fees and expenses of attorneys; provided,
      however, notwithstanding
      any other provision of this Agreement, (i) no party shall be entitled to recover
      from any other party (and “Adverse Consequences” shall not include) either (A)
      punitive damages other than punitive damages asserted by the way of
      indemnification for punitive damages paid or required to be paid to a third
      party in connection with a Third Party Claim or (B) incidental or consequential
      damages for Genlyte Specific Losses other than incidental or consequential
      damages for Genlyte Specific Losses asserted by the way of indemnification
      for
      Genlyte Specific Losses paid or required to be paid to a third party in
      connection with a Third Party Claim and (ii) “Adverse Consequences” shall
      include (A) all incidental, consequential and punitive damages, asserted by
      the
      way of indemnification for incidental, consequential or punitive damages paid
      or
      required to be paid to a third party in connection with a Third Party Claim
      and
      (B) all incidental and consequential damages which are not Genlyte Specific
      Losses.

    


    “Affiliate”
      means a Person that directly or indirectly, through one or more intermediaries,
      controls, is controlled by, or is under common control with, the first mentioned
      Person;

    


    “Agreed
      Deductions” has the meaning set forth in Section 1.7.1.2.

     

    “Agreed
      Deductions Subject Matter” means (i) the rental costs the Surviving Company may
      incur related to the Hoffmeister Lease that exceeds the rental costs necessary
      and appropriate for Hoffmeister’s reasonable business needs (the “Hoffmeister
      Lease Support”), (ii) any costs and business interruption the Surviving Company
      may incur in relocating tangible personal property from the Hoffmeister Facility
      upon termination of the Hoffmeister Lease

    


    
      
        
          
          

        

        
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    (“Hoffmeister
      Relocation Costs”), (iii) any severance costs (other than severance costs
      relating to any representation in Article II not being accurate immediately
      prior to the Effective Time) the Surviving Company may incur after the Effective
      Time resulting from the termination by JJI or any of its Subsidiaries of the
      14
      specific employees identified on Schedule 8.1 in 2004 and 2005 (“Hoffmeister
      Personnel Severance Costs”), (iv) any Environmental Liability of JJI and its
      Subsidiaries arising directly from the Omega Chemical Site or any Regional
      Response Work arising directly from the occurrences at the Omega Chemical Site
      (“Omega Chemical Site Estimated Costs”), (v) any Environmental Liability of JJI
      and its Subsidiaries arising directly from the Puente Valley Site (“Puente
      Valley Site Estimated Costs”) and (vi) any Environmental Liability of JJI and
      its Subsidiaries arising directly from the Other Agreed U.S. Environmental
      Issues (“Other Agreed U.S. Environmental Issues Estimated Costs”); provided,
      however,
      the
      Agreed Deductions Subject Matter shall not include the subject matter of any
      of
      the Pay Off Liabilities, any of the Price Reduction Liabilities, or any of
      the
      Working Capital Liabilities. 

    


    “Agreed
      Escrow Distribution Methodology” means the Escrow Agent’s distribution of
      differing amounts of the subject distribution calculated and paid in the manner
      set forth in Paragraphs A, B and C below.

    


    
      	 	
              A.

            	
              Payments
                to Parent.
                Parent shall be entitled to receive from the Escrow Agent, by wire
                transfer, (i) an amount equal to the portion determined in accordance
                with
                this Agreement and as set forth in the “Escrow Fund Amount Percentage”
                column of Exhibit
                B
                that would have been allocated to Dissenting Shares from the subject
                distribution but for the exercise of appraisal or dissenters
                rights and
                (ii) an amount equal to the portion determined in accordance with
                this
                Agreement and as set forth in the “Escrow Fund Amount Percentage” column
                of Exhibit
                B
                that would be allocated from the subject distribution to Non-Claiming
                Holders. 

            


    

    


    
      	 	
              B.

            	
              Payment
                to Stockholders’ Agent.
                Following the payment to Parent provided for in Paragraph A above,
                the
                Stockholders’ Agent shall be entitled to receive from the Escrow Agent the
                Stockholders’ Agent’s Costs, if any.


            


    

    


    
      	 	
              C.

            	
              Payments
                to Holders of Merger Consideration Rights.
                Following the payments, if any, to Parent and Stockholders’ Agent provided
                for in Paragraphs A and B above, the holders of Merger Consideration
                Rights that have surrendered their Certificates and Letters of Transmittal
                in accordance with Section 1.4.6 (except Appraisal Rights Stockholders
                and
                Non-Claiming Holders) shall be entitled to receive from the Escrow
                Agent
                any remaining portion of the subject distribution allocated in accordance
                with this Agreement and as set forth in the “Escrow Fund Amount
                Percentage” column of Exhibit
                B.

            


    

    


    “Agreement”
      has the meaning set forth in the introduction and the term “Agreement” includes
      the text of this document, the Schedules and the Exhibits.

    


    
      
        
          
          

        

        
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    “Appraisal
      Right Stockholders’ Consideration” means a portion (determined as set forth on
the
“Net
      Merger Consideration Payable at the Effective Time” column or the “Escrow Fund
      Amount Percentage” column, as appropriate, of Exhibit
      B)
      of the
      Merger Consideration that would have been paid to Appraisal Rights Stockholders
      had such Appraisal Rights Stockholders not become Appraisal Rights
      Stockholders.

    


    “Appraisal
      Rights Stockholders” has the meaning set forth in Section 1.4.5.

    


    “Austrian
      Director Issue” means the claims made by Mr. Feischl, the former general manager
      of Hoffmeister-Leuchten Gesellschaft m.b.H. against JJI or any of its
      Subsidiaries.

    


    “Breach”
      means any breach of, or any inaccuracy in, any representation, statement or
      warranty or any breach of, or failure to perform or comply with, any covenant
      or
      obligation, in or of this Agreement or any other contract or
      agreement.

    


    “Business
      Day” means any
      day
      other than a Saturday, a Sunday, or a U.S. federal holiday;

    


    “Cap”
has
      the meaning set forth in Section 7.4.3.

    


    “Certificate
      of Merger” has the meaning set forth in the Recitals.

    


    “Certificates”
      has the meaning provided in Section 1.4.6.1.

     

    “Change
      of Control Obligations” means amounts paid or agreed or required to be paid
      (either before, at or after the Effective Time) based on or in connection with
      any promise, assurance or commitment, oral or written, made, assumed by or
      otherwise binding on JJI or any Affiliate of JJI prior to the Effective Time,
      including those (i) under any bonus, severance, incentive payment or other
      payment to or agreement with management or employees, because of this Agreement,
      the Merger or the Transactions or (ii) relating to any future change of control,
      severance, termination of employment or other event similar to any of the
      foregoing. The “Change of Control Obligations” include (i) all oral and written
      commitments for success or similar payments and (ii) all Taxes, employer’s share
      of FICA and other amounts which are or may become payable to any Governmental
      Authority, costs of or related to any Plans and any other costs and expenses
      in
      connection with any payment relating to any “Change of Control
      Obligations”.

    


    “Class
      A
      Common Stock” means the Class A Common Stock, par value $.01 per share of
      JJI.

    


    “Class
      A
      Common Stock Warrants” means warrants granted by JJI to purchase shares of Class
      A Common Stock of JJI.

    


    
      
        
          
          

        

        
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    “Class
      B
      Common Stock” means the Class B Convertible Non-Voting Common Stock, par value
      $.01 per share of JJI.

    


    “Class
      B
      Common Stock Warrants” means warrants granted by JJI to purchase shares of Class
      B Common Stock of JJI.

    


    “Closing”
      has the meaning set forth in Section 1.2.

    


    “Closing
      Date” has the meaning set forth in Section 1.2.

    


    “Closing
      Working Capital Adjustment Amount” has the meaning set forth in Section
      1.7.1.4.4.

    


    “Code”
      has the meaning set forth in the recitals of this Agreement.

    


    “Continuing
      Indemnity Escrow” has the meaning set forth in Section 1.8.2.

    


    “Continuing
      Surviving Claim” has the meaning set forth in Section 1.8.4.2.

    


    “Contract
      Termination Expenses” means all amounts required to be paid to terminate all
      duties, obligations and Liabilities of JJI and its Subsidiaries which now exist
      or may hereafter arise under or in connection with the Terminated Contracts.
      The
“Contract Termination Expenses” include all
      Taxes, employer’s share of FICA and other amounts which are or may become
      payable to any Governmental Authority, costs of or related to any Plans and
      any
      other costs and expenses in connection with any payment relating to any
“Terminated Contracts”.

    


    “Contractual
      Obligations” means, as applied to any Person, any indenture, mortgage, deed of
      trust, contract, lease, undertaking, agreement or instrument to which that
      Person is a party or by which it or any of its properties is bound or to which
      it or any of its properties is subject including the Transaction
      Documents.

    


    “control”
      (including the terms “controlled by” and “under common control
      with”) means
      the
      possession, directly or indirectly or as trustee or executor, of the power
      to
      direct or cause the direction of the management or policies of a Person, whether
      through the ownership of stock, as trustee or executor, by contract or credit
      arrangement, or otherwise.

    


    “Copyright
      License” means any and all rights now owned or hereafter acquired by JJI under
      any written agreement granting any right to use any Copyright or Copyright
      registration.

    


    “Copyrights”
      means all of the following: (i) all copyrights and general intangibles of like
      nature (whether registered or unregistered), all registrations and recordings
      thereof, and all applications in connection therewith, including all
      registrations, recordings and applications in the United States Copyright Office
      or in any similar office or agency of the United States, any

    


    
      
        
          
          

        

        
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    state
      or
      territory thereof, or any other country or any political subdivision thereof;
      and (ii) all reissues, extensions or renewals thereof.

    


    “Deferred
      Compensation Agreement” means the Supplemental Deferred Compensation Agreement
      dated February 1, 1983 with Robert N. Haidinger. 

    


    “Defined
      Benefit Pension Plan” has the meaning set forth in Section 2.13.4.

    


    “Defined
      Benefit Pension Plan Funding” means all costs and other Adverse Consequences
      (including the amount to be paid for the Class A Common Stock held by the
      Employees Pension Plan of JJI Lighting Group, Inc. and its Subsidiaries pursuant
      to Section 4.16.3.1 and costs of termination and fully funding) which will
      be
      incurred by JJI and its Subsidiaries in connection with the termination of
      all
      Defined Benefit Pension Plans (which Defined Benefit Pension Plans include
      the
      Employees Pension Plan of JJI Lighting Group, Inc. and its Subsidiaries).


    


    “Determination
      Date” has the meaning set forth in Section 1.9.3.

     

    “DGCL”
      has the meaning set forth in the Recitals.

    


    “Dispute
      Notice” has the meaning set forth in Section 1.9.3.

    


    “Dissenting
      Shares” has the meaning set forth in Section 1.4.5.

    


    “Dissenting
      Stockholder” has the meaning set forth in Section 1.4.5.

    


    “Dollars”
      or “$” means lawful currency of the United States of America.

    


    “Effective
      Date” means the day which includes the Effective Time.

    


    “Effective
      Date Pay Off Liabilities Schedule” has the meaning set forth in Section
      2.35.

    


    “Effective
      Time” has the meaning set forth in Section 1.3.

    


    “Environmental
      Laws” means all applicable federal, state, local and foreign laws, statutes,
      ordinances, codes, rules and regulations, and any applicable judicial or
      administrative interpretation thereof, including any applicable judicial or
      administrative order, consent decree, order or judgment relating to the
      pollution or protection of human health (to the extent relating to Hazardous
      Materials including exposure to Hazardous Materials), the environment and
      natural resources (including ambient air, surface water, groundwater, wetlands,
      land surface or subsurface strata, wildlife, aquatic species and vegetation).
      Environmental Laws include the Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et
      seq.)
      (“CERCLA”);
      the
      Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101
et
      seq.);
      the
      Federal Insecticide, Fungicide, and Rodenticide Act (7

    


    
      
        
          
          

        

        
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    U.S.C.
§§
      136 et
      seq.);
      the
      Solid Waste Disposal Act (42 U.S.C. §§ 6901 et
      seq.);
      the
      Toxic Substance Control Act (15 U.S.C. §§ 2601 et
      seq.);
      the
      Clean Air Act (42 U.S.C. §§ 7401 et
      seq.);
      the
      Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et
      seq.);
      the
      Occupational Safety and Health Act (29 U.S.C. §§ 651 et
      seq.);
      and
      the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et
      seq.),
      and
      any and all regulations promulgated thereunder.

    


    “Environmental
      Liabilities” means, with respect to any Person, all liabilities, costs, losses,
      damages, and expenses (including all reasonable fees, disbursements and expenses
      of counsel, experts and consultants), fines and penalties, incurred as a result
      of any claim, suit, action, investigation, proceeding or demand by any Person,
      whether based in contract, tort, strict liability, criminal or civil statute
      arising under any Environmental Laws or Environmental Permits.

    


    “Environmental
      Permits” means all permits, licenses, authorizations, certificates, approvals or
      registrations required by any Governmental Authority under any Environmental
      Laws.

    


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

    


    “Escrow
      Agent” means National City Bank.

    


    “Escrow
      Agreement” has the meaning set forth in Section 1.7.3.

    


    “Escrow
      Fund Amount” means the sum of (i) the Indemnity Escrow Amount, plus (ii) the
      Working Capital Escrow Amount.

    


    “Estimated
      Unresolved Claims Amount” has the meaning set forth in Section
      1.8.2.2.

    


    “Estimated
      Working Capital” has the meaning set forth in Section 1.7.1.4.

    


    “Exchange
      Agent” has the meaning set forth in Section 1.4.6.1.

    


    “Exchange
      Fund” has the meaning set forth in Section 1.4.6.13.

    


    “Exhibits”
      means Exhibits to this Agreement identified on the signature page to this
      Agreement.

    


    “Expiration
      Date” has the meaning set forth in Section 6.1.4.

    


    “Fair
      Labor Standards Act” means the Fair Labor Standards Act, 29 U.S.C. §201 et
      seq.

     

    “Final
      Adjustment Amount” has the meaning set forth in the second grammatical paragraph
      of Section 1.8.4.3.

    


    
      
        
          
          

        

        
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    “Final
      Continuing Indemnity
      Escrow”
      has the meaning set forth in Section 1.8.4.2.

    


    “Final
      Working Capital” has the meaning set forth in Section 1.9.3.

    


    “Financial
      Statements” has the meaning set forth in Section 2.5.

    


    “Forward
      Contract” has the meaning in Section 4.15.

    


    “GAAP”
      means generally accepted accounting principles in the United States of America,
      consistently applied.

    


    “General
      Survival Period” has the meaning set forth in Section 7.1.

    


    “Genlyte
      Specific Losses” means, subject to the proviso contained in this sentence,
      losses to Parent and Parent’s Affiliates other than losses to the Surviving
      Company or any Subsidiary of the Surviving Company; provided,
      however,
      if the
      value of JJI or any of its Subsidiaries is less than it would have been as
      of
      the Effective Time had the representations in this Agreement been accurate
      then
      Adverse Consequences relating to such diminution in value and Breach shall
      not
      be considered “Genlyte Specific Losses”.

    


    “German
      Environmental Issue” means any past, present or future issue or claim that JJI
      or any of its Subsidiaries has any Liability, Environmental Liability or duty
      in
      connection with the condition of or prior actions relating to or involving
      the
      environment at the Hoffmeister Facility at the Effective Time.

    


    “German
      Parent” means JJI Lighting Group GmbH Europe, a German corporation wholly-owned
      by JJI.

    


    “Governing
      Documents” means (i) the articles or certificate of incorporation and the bylaws
      of a corporation; (ii) the partnership agreement and any statement of
      partnership of a general partnership; (iii) the limited partnership agreement
      and the certificate of limited partnership of a limited partnership; (iv) any
      charter or similar document adopted or filed in connection with the creation,
      formation, or organization of a Person; and (e) any amendment to any of the
      foregoing.

    


    “Government
      Antitrust Entity” has the meaning set forth in Section 4.5.2.

    


    “Governmental
      Authority” means any nation or government, any state or other political
      subdivision thereof, and any agency, department or other entity exercising
      executive, legislative, judicial, regulatory or administrative functions of
      or
      pertaining to government.

    


    “Hazardous
      Material” means any substance, material or waste that is regulated by, or forms
      the basis of liability under, any Environmental Laws, including any material
      or
      substance that is (i) defined as a “solid waste,” “hazardous waste,” “hazardous
      material,” “hazardous

    


    
      
        
          
          

        

        
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    substance,”
      “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,”
“contaminant,” “hazardous constituent,” “special waste” or “toxic substance”
under any Environmental Laws, or (ii) petroleum or any fraction or by-product
      thereof, asbestos, polychlorinated biphenyls (PCB’s), or any radioactive
      substance.

    


    “High
      Mast Issue” means the issues and problems with the high mast fixture as
      described in the attachment to Schedule 2.27.4.

    


    “Hoffmeister”
      means Hoffmeister Leuchten GmbH, a German corporation wholly-owned by the German
      Parent.

    


    “Hoffmeister
      Debt
      Payments” means the principal, accrued but unpaid interest and other obligations
      with respect to the debt due to banks or other lenders by Hoffmeister or any
      of
      its subsidiaries.

    


    “Hoffmeister
      Employee Pension Liability” means pensions payable to employees of Hoffmeister
      as identified in the Actuarial Report (Item 6a of Schedule 2.13.1) but does
      not include any Hoffmeister Family Plan Expense.

    


    “Hoffmeister
      Facility” means the premises leased from Bunte & Remmler GmbH & Co. KG
      located at Am Neuen Haus 4-10 and In der Donne 8, Ludenscheid Germany by lease
      dated December 11, 1997, as amended April 5, 2001 and by Court Order dated
      August 13, 2004.

    


    “Hoffmeister
      Family Plan Expense” means the pension obligations due to Mr. Klaus Hoffmeister
      and Dr. Markus Hoffmeister set forth in their respective Service Agreements
      dated December 12, 1997, and in the Service Agreement of Mr. Hansmartin
      Hoffmeister dated July 1, 1992.

    


    “Hoffmeister
      Lease” means the lease of the Hoffmeister Facility, a true and complete copy of
      which has been provided to Parent by JJI. 

    


    “Hoffmeister
      Lease Support” has the meaning set forth in the definition of “Agreed Deductions
      Subject Matter.”

    


    “Hoffmeister
      Personnel Severance Costs” has the meaning set forth in the definition of
“Agreed Deductions Subject Matter.”

    


    “Hoffmeister
      Relocation Costs” has
      the
      meaning set forth in the definition of “Agreed Deductions Subject
      Matter.”

    


    “IMC”
      means International Mezzanine Capital B.V.

    


    “Improvements”
      has the meaning set forth in Section 2.11.6. 

    


    
      
        
          
          

        

        
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    “Indebtedness” shall
      mean indebtedness for borrowed money including principal, accrued interest
      and
      other amounts due or accrued. 

    


    “Indemnified
      Party” has the meaning set forth in Section 7.5.1.1.

    


    “Indemnifying
      Party” has the meaning set forth in Section 7.5.1.1.

    


    “Indemnity
      Escrow Amount” shall mean Seven Million Five Hundred Thousand and No/100 Dollars
      ($7,500,000). Provided, however, the “Indemnity Escrow Amount” may possibly be
      increased as provided in part (g) of Exhibit
      D.

    


    “Initial
      Working Capital Escrow Amount” has the meaning set forth in Section
      1.7.1.4.2.

    


    “Intellectual
      Property” means any and all Licenses, Patents, Copyrights, Trademarks, the
      goodwill associated with such Trademarks, and Trade Secrets.

    


    “Inventory”
      means all inventories of JJI and its Subsidiaries, wherever located, including
      all finished goods, work in process, raw materials, spare parts and all other
      materials and supplies to be used or consumed by JJI and its Subsidiaries in
      the
      production of finished goods.

    


    “IRS”
      means the Internal Revenue Service of the United States.

    


    “JJI”
has
      the meaning set forth in the introduction and Section 1.1.

    


    “JJI
      Common Stock” means the Class A Common Stock and the Class B Common
      Stock.

    


    “JJI
      Preferred Stock” means the Series A Preferred Stock and the Series B Preferred
      Stock.

    


    “JJI’s
      Representatives” has the meaning set forth in Section 2.19.2.

    


    “JJI
      Stock” means
      the
      JJI Common Stock and the JJI Preferred Stock.

    


    “Knowledge”.
      An individual will be deemed to have “Knowledge” of a particular fact or other
      matter if such individual is aware of such fact or other matter or would have
      been aware of such fact or other matter if such individual had conducted a
      reasonable inquiry. JJI will be deemed to have “Knowledge” of a particular fact
      or other matter if any individual that is an officer or director of JJI or
      any
      Subsidiary or Affiliate of JJI has or is deemed to have Knowledge of such fact
      or other matter. Parent and Merger Sub will be deemed to have “Knowledge” of a
      particular fact or other matter if any officer or director of Parent or Merger
      Sub has Knowledge of such fact or other matter.

    


    “Law
      Against Restraints on Competition” means the German law known as the Act Against
      Restraints on Competition (Gesetz gegen Wettbewerbsbeschr’nkungen,
      GWB).

    


    
      
        
          
          

        

        
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    “Laws”
      means, collectively, any law (including common law), ordinance, writ, directive,
      judgment, order, decree, injunction, statute, treaty, rule, regulation,
      regulatory requirement, or determination of (or an agreement with) a
      Governmental Authority. 

    


    “Leased
      Real Estate” means the Real Estate leased by JJI or its Subsidiaries as listed
      on Schedule 2.11.

    


    “Letter
      of Transmittal” has the meaning set forth in Section 1.4.6.3.

     

    “Liability”
      means,
      with respect to any Person, any liability or obligation of such Person of any
      kind, character or description, whether known or unknown, absolute or
      contingent, accrued or unaccrued, disputed or undisputed, liquidated or
      unliquidated, secured or unsecured, joint or several, due or to become due,
      vested or unvested, executory, determined, determinable or otherwise, and
      whether or not the same is required to be accrued on the financial statements
      of
      such Person.

     

    “License”
      means any Copyright License, Patent License, Trademark License or other license
      of rights or interests now held or hereafter acquired by JJI.

    


    “Lien”
      means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, easement or encumbrance,
      or
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including any lease or title retention agreement,
      any financing lease having substantially the same economic effect as any of
      the
      foregoing, and the filing of, or agreement to give, any financing statement
      perfecting a security interest under the Uniform Commercial Code or comparable
      law of any jurisdiction).

    


    “Litigation”
      means the institution of any action, charge, claim, demand, suit, proceeding,
      petition, investigation, or arbitration.

     

    “Material
      Adverse Effect” means a material adverse effect or impact upon the assets,
      financial condition, results of operations, or business of JJI and its
      Subsidiaries taken as a whole, or on the ability of JJI or the Stockholders,
      as
      a group, to consummate the Merger contemplated hereby; provided,
      however,
      an
      effect or impact will be considered material for purposes of the definition
      of
“Material Adverse Effect” if and only if the effect or impact could result in
      JJI and its Subsidiaries taken as a whole being liable, being required to pay,
      suffering Adverse Consequences or otherwise being adversely impacted by (i)
      $100,000 or more related to any single claim or event or (ii) $500,000 or more
      in the aggregate. A Material Adverse Effect as it relates to Parent and Merger
      Sub shall mean the same as set forth above, substituting Parent and Merger
      Sub
      for JJI in all cases.

    


    “Material
      Contracts” has the meaning set forth in Section 2.14.1.

    


    
      
        
          
          

        

        
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    “Merger”
      has the meaning set forth in the Recitals.

    


    “Merger
      Consideration” has the meaning set forth in Section 1.7.1.

    


    “Merger
      Consideration Rights” has the meaning set forth in Section 1.4.3.

    


    “Merger
      Filing Laws” means the Hart-Scott-Rodino Antitrust Improvements Act and Law
      Against Restraints on Competition. 

     

    “Merger
      Sub” has the meaning set forth in the introduction.

    


    “Multiemployer
      Plan” has the meaning set forth in Section 2.13.6.

    


    “Net
      Merger Consideration” has the meaning set forth in Section 1.4.4.

    


    “Non-Claiming
      Holders” means the holders
      of Merger Consideration Rights who have not surrendered their Certificates
      in
      accordance with Section 1.4.6 hereof.

    


    “Omega
      Chemical Site” means the Omega Chemical Corporation Superfund Site listed on the
      National Priorities List on January 19, 1999 in 64 Fed. Reg. 2950.

    


    “Omega
      Chemical Site Estimated Costs” has the meaning set forth in the definition of
“Agreed Deductions Subject Matter”.

    


    “Options”
      means the options or rights issued by JJI pursuant to its 1997 and 2002 Stock
      Incentive Plans to purchase shares of JJI Class A Common Stock, the 1987 Stock
      Incentive Plan, as amended and restated in 1991, to purchase shares of JJI
      Class
      A Common Stock and any other right to acquire any ownership of any capital
      stock
      of JJI or other equity interest in JJI.

    


    “Other
      Agreed U.S. Environmental Issues” means only the specific environmental issues
      expressly described on Exhibit
      G.

    


    “Other
      Agreed U.S. Environmental Issues Estimated Costs” has the meaning set forth in
      the definition of “Agreed Deductions Subject Matter”.

    


    “Owned
      Intellectual Property” means all Intellectual
      Property that is purported to be owned by JJI or any Subsidiary of JJI,
      including all Intellectual Property referenced on Schedules 2.8.2, 2.83, 2.84
      and 2.85.

    


    “Owned
      Real Estate” means real estate which is indicated on Schedule 2.11 as being
      owned.

    


    “Parent”
      has the meaning set forth in the introduction.

    


    
      
        
          
          

        

        
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    “Parent
      Basket” has the meaning set forth in Section 7.4.1.

    


    “Parent
      Claim” or “Parent Claims” has the meaning set forth in Section 7.9.

    


    “Parent
      Demand Amount” means the Parent or Parent Indemnified Party’s good faith
      estimate of the Estimated Unresolved Claims Amount.

    


    “Parent
      Indemnified Party” has the meaning set forth in Section 7.2.

    


    “Parent
      Limitation Exception” means each of the following:

    


    (i)
      fraud;

    


    (ii)
      intentional Breaches;

    


    (iii)
      failure of the Merger to become or remain effective unless the cause of such
      failure is the sole fault of Parent;

    


    (iv)
      failure of the stockholder(s) of the Merger Sub immediately prior to the
      Effective Time to become the sole shareholder of JJI at the Effective Time
      or
      within three (3) days of the Closing unless such failure is the sole fault
      of
      Parent; 

    


    (v)
      inaccuracy in any representation in Section 2.1 (other than the specific
      representations relative to an entity being qualified to do business in
      jurisdictions other than the jurisdiction in which such entity was organized)
      or
      2.2 at the time of signing of this Agreement or the Effective Time;


    


    (vi)
      any
      claim by any Person of an interest, Option, Warrant or other right in JJI or
      its
      equity as of the Effective Time other than the claims pursuant to this Agreement
      of the holders of JJI Stock and Class B Common Stock Warrants that are listed
      on
      the attachment to Schedule 2.1.2;

    


    (vii)
      Adverse Consequences relating to (A) Change of Control Obligations exceeding
      the
      amount reflected in Section 1.7.1.1.5 or Contract Termination Expenses exceeding
      the amount reflected in Section 1.7.1.1.9;

    


    
      	 	
              (viii)

            	
              the
                matter referenced in Section 7.2.9;
                and

            


    

    


    
      	 	
              (ix)

            	
              the
                matter referenced in Section
                7.2.10.

            


    

    


    Provided,
      however, with respect to any of the representations in Article II, Breaches
      of
      any such specific representations (other than those referenced in part (v)
      above) shall not be considered “Parent Limitation Exceptions” under part (ii)
      above unless JJI has or is deemed to have

    


    
      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

    

    


    Knowledge
      that such representations are incorrect or incomplete at either the time of
      signing this Agreement or the Effective Time.

    


    “Parent’s
      Representatives” has the meaning set forth in Section 4.4.1.

    


    “Patent
      License” means rights under any written agreement now owned or hereafter
      acquired by JJI granting any right with respect to any invention on which a
      Patent is in existence.

    


    “Patents”
      means all of the following: (i) all letters patent of the United States or
      any
      other country, all registrations and recordings thereof, and all applications
      for letters patent of the United States or of any other country, including
      registrations, recordings and applications in the United States Patent and
      Trademark Office or in any similar office or agency of the United States, any
      State or any other country, (ii) all reissues, continuations,
      continuations-in-part, divisionals or extensions thereof, and (iii) inventions
      and discoveries that may be patentable.

    


    “Pay
      Off
      Letter” means either (i) a binding written commitment from each obligee of a Pay
      Off Liability in form and substance reasonably acceptable to Parent which
      accurately reflects the amount which will be required to satisfy such Pay Off
      Liability at the Effective Time and for a reasonable period thereafter or (ii)
      such other documentation of such amount which is acceptable to Parent in its
      sole discretion.

    


    “Pay
      Off
      Liabilities” has the meaning set forth in Section 1.7.1.1.

    


    “Pay
      Off
      Liabilities Schedule” has the meaning set forth in Section 2.35.

    


    “PBGC”
      means Pension Benefit Guaranty Corporation.

     

    “Pension
      Benefit Plan” has the meaning set forth in Section 2.13.2.

    


    “Period”
      has the meaning set forth in Section 2.31.

    


    “Permitted
      Encumbrances” means the following encumbrances but only to the extent that each
      encumbrance is fully and appropriately accrued for or reserved under GAAP and
      reflected as a Liability that is deducted from the Merger Consideration in
      accordance with Section 1.7: 

    


    1.
      With
      respect to the assets other than the Real Estate, 

    


    
      	 	
              (i)

            	
              inchoate
                Liens for taxes, assessments or governmental charges or levies not
                yet due
                and payable or delinquent, and Liens for taxes, assessments or
                governmental charges or levies which are being contested in good
                faith by
                appropriate proceedings for which adequate reserves have been established
                in accordance with GAAP, which proceedings (or orders entered in
                connection

            


    

    
      	 	
              (ii)

            	 


    

    


    
      
        
          
          

        

        
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    with
      such
      proceedings) have the effect of preventing the forfeiture or sale of the
      property subject to any such Lien,

    
      	 	
              (iii)

            	
              mortgages
                or security interests shown on the Balance Sheet included in the
                Financial
                Statements as securing any specified liabilities or obligations fully
                reflected, with respect to which no default (or event that, with
                notice or
                lapse of time or both, would constitute default) exists,
                

            


    

    
      	 	
              (iv)

            	
              mortgages
                or security interests incurred in connection with the purchase of
                property
                at or assets after December 31, 2005 (such mortgages and security
                interests being limited to the property or assets so acquired), with
                respect to which no default (or event that, with notice or lapse
                of time
                or both, would constitute a default) exists,
                and

            


    

    
      	 	
              (v)

            	
              which
                are disclosed on Schedule 8.3-Permitted Encumbrances.
                

            


    

    


    2.
      With
      respect to the Real Estate, 

    


    
      	 	
              (i)

            	
              inchoate
                liens for taxes, assessments or governmental charges or levies not
                yet due
                and payable or delinquent and Liens for taxes, assessments or governmental
                charges or levies which are being contested in good faith by appropriate
                proceedings for which adequate reserves have been established in
                accordance with GAAP, which proceedings (or orders entered in connection
                with such proceedings) have the effect of preventing the forfeiture
                or
                sale of the property subject to any such
                Lien,

            


    

    
      	 	
              (ii)

            	
              mortgages
                or security interests shown on the Balance Sheet included in the
                Financial
                Statements as securing specified liabilities or obligations, with
                respect
                to which no default (or event that, with notice or lapse of time
                or both,
                would constitute default) exists, 

            


    

    
      	 	
              (iii)

            	
              mortgages
                or security interests incurred in connection with the purchase of
                property
                at or assets after December 31, 2005 (such mortgages and security
                interests being limited to the property or assets so acquired), with
                respect to which no default (or event that, with notice or lapse
                of time
                or both, would constitute a default) exists,
                and

            


    

    
      	 	
              (iv)

            	
              which
                are disclosed on Schedule 2.11-Permitted
                Encumbrances.

            


    

    


    “Person”
      means any individual, sole proprietorship, partnership, joint venture, trust,
      unincorporated organization, association, corporation, limited liability
      company, institution, public benefit corporation, other entity or government
      (whether federal, state, county, city, municipal, local, foreign, or otherwise,
      including any instrumentality, division, agency, body or department
      thereof).

    


    
      
        
          
          

        

        
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    “Plan”
      has the meaning set forth in Section 2.13.1.

    


    “Post-Closing
      Statement” has the meaning set forth in Section 1.9.1.

    


    “Price
      Reduction Liabilities” has the meaning set forth in Section
      1.7.1.3.

    


    “Puente
      Valley Site” means the Puente Valley Operable Unit of the San Gabriel Valley
      Superfund Site, Area 4, Los Angeles, CA designated on the National Priorities
      List (see 49 Fed. Reg. 19480 (1984)).

    


    “Puente
      Valley Site Estimated Costs” has the meaning set forth in the definition of
“Agreed Deductions Subject Matter”.

    


    “Real
      Estate” has the meaning set forth in Section 2.11.1.

    


    “Regional
      Response Work” shall mean work that the Governmental Authorities require the
      Parties, or any of them, to perform, or which they perform at the request or
      demand of the Governmental Authorities or any of them, regarding regional
      groundwater contamination alleged to be attributed to the Omega Chemical
      Site.

    


    “Related
      Person”. With respect to a particular individual:

    


    (i)
      each
      other member of such individual’s Family;

    


    (ii)
      any
      Person that is directly or indirectly controlled by any one or more members
      of
      such individual’s Family;

    


    (iii)
      any
      Person in which members of such individual’s Family hold (individually or in the
      aggregate) a Material Interest; and

    


    (iv)
      any
      Person with respect to which one or more members of such individual’s Family
      serves as a director, officer, partner, executor or trustee (or in a similar
      capacity).

    


    With
      respect to a specified Person other than an individual:

    


    (i)
      any
      Person that directly or indirectly controls, is directly or indirectly
      controlled by or is directly or indirectly under common control with such
      specified Person;

    


    (ii)
      any
      Person that holds a Material Interest in such specified Person;

    


    (iii)
      each Person that serves as a director, officer, partner, executor or trustee
      of
      such specified Person (or in a similar capacity);

    


    (iv)
      any
      Person in which such specified Person holds a Material Interest;
      and

    


    
      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

    

    


    


    (v)
      any
      Person with respect to which such specified Person serves as a general partner
      or a trustee (or in a similar capacity).

    


    For
      purposes of this definition, (i) the “Family” of an individual includes (A) the
      individual, (B) the individual’s spouse, (C) any other natural person who is
      related to the individual or the individual’s spouse within the second degree
      and (D) any other natural person who resides with such individual; and (ii)
      “Material Interest” means direct or indirect beneficial ownership (as defined in
      Rule 13d-3 under the Exchange Act) of voting securities or other voting
      interests representing at least ten percent (10%) of the outstanding voting
      power of a Person or equity securities or other equity interests representing
      at
      least ten percent (10%) of the outstanding equity securities or equity interests
      in a Person.

    


    “Release”
      means any release, spill, emission, leaking, pumping, pouring, emitting,
      emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping,
      leaching or migration of Hazardous Material in the environment, including the
      movement of Hazardous Material through or in the air, soil, surface water,
      ground water or property.

    


    “Resolution
      Period” has the meaning set forth in Section 1.8.2.2.

    


    “Review
      Period” has the meaning set forth in Section 1.9.2.2.

    


    “Schedules”
      means the Schedules to this Agreement prepared by JJI and identified in
Exhibit
      H.

    


    “Senior
      Debt” means the obligations owing to the Lenders pursuant to the Credit
      Agreement, dated as of December 29, 2004 by and among JJI and the other persons
      party thereto that are designated as Credit Parties and General Electric Capital
      Corporation as Administrative Agent, Agent, L/C Issuer and a Lender, The
      Governor and Company of the Bank of Ireland as Documentation Agent and the
      other
      financial institutions party thereto and GECC Capital Markets Group, Inc. As
      Sole Lead Arranger and Sole Bookrunner.

    


    “Senior
      Debt Payments” means all principal, accrued but unpaid interest and other
      obligations with respect to the Senior Debt.

    


    “Series
      A
      Preferred Stock” means the Convertible Voting Preferred Stock, Series A, par
      value $.01 per share, of JJI.

    


    “Series
      B
      Preferred Stock” means the Redeemable Preferred Stock, Series B, par value $.01
      per share, of JJI. 

    


    “SERP”
      means the Supplemental Executive Retirement Plan of JJI and its Subsidiaries
      adopted effective as of January 1, 1994, as amended by resolutions of the board
      of directors of JJI adopted on October 7, 2002.

    


    
      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

    

    


    


    “SERP
      Funding” means all the costs and Adverse Consequences associated with
      terminating the SERP.

    


    “Stock
      Incentive Plans” means JJI’s 1987, 1997 and 2002 Stock Incentive Plans to
      purchase shares of JJI Class A Common Stock.

    


    “Stockholder
      Claim” and “Stockholder Claims” has the meaning set forth in Section
      7.8.

    


    “Stockholder
      Indemnified Party” has the meaning set forth in Section 7.3.

    


    “Stockholder(s)”
      means those Persons who own JJI Stock or Class B Common Stock
      Warrants.

    


    “Stockholders’
      Agent” has the meaning set forth in the introduction.

    


    “Stockholders
      Limitation Exception” means each of the following:

    


    (i)
      fraud;

    


    (ii)
      intentional Breaches;

    


    (iii)
      failure of the Merger to become or remain effective unless the cause of such
      failure is the sole fault of JJI, any Stockholder or the Stockholders’ Agent;
      and

    


    (iv)
      inaccuracy in any representation in Section 3.1 (other than the specific
      representations relative to an entity being qualified to do business in
      jurisdictions other than the jurisdiction in which such entity was organized)
      or
      3.2 at the time of signing of this Agreement or the Effective Time.

    


    Provided,
      however, with respect to any of the representations in Article III, Breaches
      of
      any such specific representations (other than those referenced in part (iv)
      above) shall not be considered “Stockholders Limitation Exceptions” under part
      (ii) above unless Parent or Merger Sub has or is deemed to have Knowledge that
      such representations are incorrect or incomplete at either the time of signing
      this Agreement or the Effective Time.

     

    “Subordinated
      Debt” means the Indebtedness of JJI owed to International Mezzanine Capital
      B.V., a corporation organized under the laws of the Netherlands pursuant to
      the
      Subordinated Note Agreement and any other Indebtedness of JJI subordinated
      to
      the Senior Debt as to right and time of payment and as to any other rights
      and
      remedies thereunder.

    


    “Subordinated
      Debt Payments” means all principal, accrued but unpaid interest and other
      obligations with respect to the Subordinated Debt.

    


    
      
         

      

      
        90

        
          

        

      

      
         

      

    

    “Subordinated
      Note Agreement” means that certain Amended and Restated Subordinated Note
      Agreement, dated as of January 31, 2005 among JJI and International Mezzanine
      Capital B.V., as Agent.

    


    “Subsidiary”
      means, with respect to any Person, (i) any corporation, association or other
      business entity of which more than 50% of the total voting power of shares
      of
      capital stock entitled (without regard to the occurrence of any contingency)
      to
      vote in the election of directors, managers or trustees thereof is at the time
      owned or controlled, directly or indirectly, by such Person or one or more
      of
      the other Subsidiaries of that Person (or a combination thereof), (ii) any
      partnership (A) the sole general partner or managing general partner of which
      is
      such Person or a Subsidiary of such Person or (B) the only general partners
      of
      which are such Person or of one or more Subsidiaries of such Person (or any
      combination thereof), and (iii) any corporation, association or other business
      entity which is included or consolidated in such Person’s financial
      statements.

    


    “Surviving
      Claim” has the meaning set forth in Section 1.8.2.2.

    


    “Surviving
      Company” has the meaning set forth in Section 1.1.

    


    “Takeover
      Statute” has the meaning set forth in Section 2.23.

    


    “Target
      Working Capital” means Twenty-Six Million Eight Hundred Eighty-Two Thousand and
      No/100 Dollars ($26,882,000).

     

    “Tax”
or
      “Taxes” means any United States or foreign, state or local income, gross
      receipts, sales, licenses, payroll, employment, excise, severance, stamp,
      occupation, premium, windfall profits, environmental (including taxes under
      Section 59A of the Code), customs duties, capital stock, franchise, profits,
      withholding, social security (or similar), unemployment, disability, real
      property, personal property, use, transfer, value added, alternative or add-on
      minimum, estimated, or other tax of any kind whatsoever, including any interest,
      penalty, or addition thereto, whether disputed or not.

     

    “Tax
      Returns” means all material reports, returns, information returns, claims for
      refund, elections, estimated Tax filings or payments, requests for extension,
      documents, statements, declarations and certifications and other information
      required to be filed with respect to Taxes, including attachments thereto and
      amendments thereof.

    


    “Tax
      and
      German Environmental Issue Survival Period” has the meaning set forth in Section
      7.1.

    


    “Terminated
      Contract” means any Contractual Obligation in connection with which JJI or any
      of Subsidiary of JJI may have any duty to any current or former employee,
      officer, director or agent, including the agreements with James F. Haworth,
      Charles J. Florio, John L. Wolf, Greg Carpenter, Jim Fowler, Gedra Mereckis,
      Joe
      Penta, John Palembas and Dave Holladay; provided,
      however,
      Terminated Contracts do not include the Contractual Obligations of Hoffmeister
      to its employees in Germany to the extent disclosed to Parent and identified
      on
      Schedule 2.9.4.

    


    
      
         

      

      
        91

        
          

        

      

      
         

      

    

    “Third
      Party Claim” has the meaning set forth in Section 7.5.1.1.

     

    “Trademark
      License” means rights under any written agreement now owned or hereafter
      acquired by JJI granting any right to use any Trademark.

    


    “Trademarks”
      means all of the following: (i) all trademarks, trade names, corporate names,
      business names, trade styles, service marks, logos, internet domain names,
      other
      source or business identifiers, prints and labels on which any of the foregoing
      have appeared or appear, designs and general intangibles of like nature (whether
      registered or unregistered), all registrations and recordings thereof, and
      all
      applications in connection therewith, including registrations, recordings and
      applications in the United States Patent and Trademark Office or in any similar
      office or agency of the United States, any state or territory thereof, or any
      other country or any political subdivision thereof; (ii) all reissues,
      extensions or renewals thereof; and (iii) all goodwill associated with or
      symbolized by any of the foregoing.

    


    “Trade
      Payables” means amounts due (including amounts not yet invoiced for goods sold
      or services provided prior to the Effective Time) from JJI and its Subsidiaries
      in the ordinary course of their businesses to merchants for the sale of goods
      or
      services to JJI and its Subsidiaries in the ordinary course of their businesses
      prior to the Effective Time; provided,
      however,
      the
      following shall not be considered Trade Payables and shall be included in
      Liabilities (i) any liabilities or obligations resulting from, arising out
      of,
      relating to, in the nature of, or caused by any Breach of contract, Breach
      of
      warranty, tort, infringement, or violation of law, (ii) any amounts with respect
      to any purchase or lease of any capital asset or any real property and (iii)
      reasonable accruals for services to be performed in the future relating to
      and
      at all times prior to the Effective Time.

    


    “Trade
      Secrets” means
      all
      categories of trade secrets as defined in the Uniform Trade Secrets
      Act.

    


    “Transaction”
      means the Merger and any other transaction contemplated by the Merger or this
      Agreement.

    


    “Transaction
      Documents” means this Agreement, the Certificate of Merger, the Escrow Agreement
      and all other documents and agreements or instruments executed in connection
      with the Merger.

    


    “Transaction
      Expenses” means the aggregate of all of the following:

    


    
      	 	
              1.

            	
              All
                investment banking fees (other than those incurred or contracted
                for by
                Parent and those incurred or contracted for by JJI with Houlihan
                Lokey
                Howard & Zukin to the extent included in Working Capital),
                

            


    

    


    
      
         

      

      
        92

        
          

        

      

      
         

      

    

    
      	 	
              2.

            	
              All
                legal fees (other than those incurred or contracted for by Parent)
                in
                connection with this Agreement, the Merger and the Transactions
                contemplated hereby, 

            


    

    


    
      	 	
              3.

            	
              An
                amount sufficient to pay (i) all fees and costs of the accountants
                of JJI
                and its Subsidiaries in connection with the Financial Statements,
                the
                Transactions, other work done prior to the Effective Time and other
                work
                to be performed pursuant to any Contractual Obligation with JJI or
                any of
                its Subsidiaries reduced by (ii) $150,000 which is to be an accrued
                expense included in Working Capital,


            


    

    


    
      	 	
              4.

            	
              One-half
                of any HSR filing fee, Law Against Restraints on Competition filing
                fee,
                any other Government Antitrust Entity fee or any similar fees paid
                by
                Parent or any Affiliate of Parent or paid by JJI or any Subsidiary
                of JJI
                and any HSR filing fee, any other Government Antitrust Entity fee
                or any
                similar fees which will be required to be paid by Parent or any Affiliate
                of Parent or by JJI or any of its Subsidiaries in connection with
                the
                Transaction or otherwise, and

            


    

    


    
      	 	
              5.

            	
              One-half
                of all fees, expenses and taxes payable to Delaware Governmental
                Authorities in connection with the filing of the Certificate of
                Merger.

            


    

    


      “Warrants”
      means the Class A Common Stock Warrants of JJI and any other right to acquire
      any ownership of any capital stock of JJI or other equity interest in JJI;
      provided,
      however,“Warrants”
      does not include the Class B Common Stock Warrants which are being extinguished
      pursuant to this Agreement.

    


    “Working
      Capital” has the meaning set forth in Exhibit
      D.

    


    “Working
      Capital Escrow Amount” means (i) the Initial Working Capital Escrow Amount plus
      (ii) the Working Capital Excess, if any.

    


    “Working
      Capital Excess” has the meaning set forth in Section 1.9.4.1.

    


    “Working
      Capital Liabilities” means all Liabilities which are to be included in Working
      Capital.

    


    “Working
      Capital Shortfall” has the meaning set forth in Section 1.9.4.2.

    


    “Yort”
      means Yort, Inc., a California corporation and wholly-owned Subsidiary
      JJI.

    


    
      
         

      

      
        93

        
          

        

      

      
         

      

    

    Unless
      otherwise specified, references in the Agreement or any of the Exhibits or
      Schedules to a Section, subsection or clause refer to such Section, subsection
      or clause as contained in the Agreement. The words “herein,” “hereof” and
“hereunder” and other words of similar import refer to the Agreement as a whole,
      including all Exhibits and Schedules, as the same may from time to time be
      amended, restated, modified or supplemented, and not to any particular section,
      subsection or clause contained in the Agreement or any such Exhibit or
      Schedule.

    


    Wherever
      from the context it appears appropriate, each term stated in either the singular
      or plural shall include the singular and the plural, and pronouns stated in
      the
      masculine, feminine or neuter gender shall include the masculine, feminine
      and
      neuter genders. The words “including”, “includes” and “include” shall be deemed
      to be followed by the words “without limitation”; the word “or” is not
      exclusive; references to Persons include their respective successors and assigns
      or, in the case of governmental Persons, Persons succeeding to the relevant
      functions of such Persons; and all references to statutes and related
      regulations shall include any amendments of the same and any successor statutes
      and regulations. Definitions of agreements and instruments in Article VIII
      shall
      mean and refer to such agreements and instruments as amended, modified,
      supplemented, restated, substituted or replaced from time to time in accordance
      with their respective terms and the terms of this Agreement and the other
      Transaction Documents. 

    


    ARTICLE
      IX

    GENERAL
      PROVISIONS

    


    9.1
      Notices. All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed to have been duly given or made on the earlier
      to
      occur of delivery thereof, if by hand; upon receipt, if sent by mail (registered
      or certified mail, postage prepaid, return receipt requested); on the second
      Business Day following deposit, if sent by a recognized overnight delivery
      service; or upon transmission, if sent by telecopy or facsimile transmission
      (in
      each case with receipt verified) as follows:

    


    If
      to
      Parent or Merger Sub:     
The
      Genlyte
      Group Incorporated

    Attn:
      General Counsel

    10350
      Ormsby Park Place, Suite 601  Louisville,
      Kentucky 40223

    Facsimile
      No.: 502-420-9540

    


    With
      a
      copy to:          Stoll
      Keenon Ogden PLLC

    300
      West
      Vine Street, Suite 2100

    Lexington,
      KY 40507

    Attention:
      R. David Lester, Esq.

    Facsimile:
      (859) 253-1093

    


    


    
      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

    

    


    If
      to
      JJI:  JJI
      Lighting Group, Inc.

    67
      Holly
      Hill Lane

    Greenwich,
      CT 06830

    Attention:
      Chief Financial Officer

    Facsimile:
      203-869-9537

    


    With
      a
      copy to: 
Donald
      A.
      Herner, Esq.

        Herner
&
      Gilbert, LLP

        4
      Landmark
      Square

        Suite
      218

        Stamford,
      CT
      06901

        Facsimile: 203
      975-8815

    


    If
      to the
      Stockholders’ Agent:  

            International
      Mezzanine Capital B.V.

    c/o
      Mezzanine-Management, LLC

    Stamford
      Harbor Park

    333
      Ludlow Street

    Second
      Floor-North Tower

    Stamford,
      CT 06902

    Attention:
      Robert Davies

    Facsimile: 203-323-9119

    


    With
      a
      copy to: 


            Cahill
      Gordon & Reindel

    80
      Pine
      Street

    New
      York,
      NY 10005

    
      	 	 	
              Attention:
                Ciro Gamboni, Esq.

            


    

    Fax:
      212-269-5420

       

    provided
      that each party hereto shall promptly notify the other parties hereto of any
      change in its contact information, which revised contact information shall
      thereafter be used for the purposes of this Section 9.1 until further
      revised.

    


    9.2
      Entire
      Agreement; Amendment; Waiver.
      Other
      than the Schedules and the Exhibits, which are hereby incorporated herein and
      made a part hereof and the agreement referenced in Section 5.2.4.7,
      certificates, financial statements and other documents referenced in or
      contemplated by this Agreement, this Agreement constitutes the entire agreement
      between the parties hereto and supersedes any prior understandings, agreements
      (including any confidentiality agreements), or representations by or between
      the
      parties, written or oral, that may have related in any way to the subject matter
      hereof. No amendment of any provision of this Agreement shall be valid unless
      the same shall be in writing and signed by Parent, Merger Sub, JJI, and
      Stockholders’ Agent. The
      board
      of directors of JJI may agree, on behalf of JJI, to any such amendment at any
      time prior to the Certificate of Merger becoming effective in accordance with
      Section 103 of the DGCL, provided that an amendment made subsequent to the
      adoption of this Agreement by the holders of JJI Stock shall not (1) alter
      or change the amount of cash to be received in exchange for or on conversion
      of
      all or any of the JJI Stock or Class B Warrants, (2) alter or change
      any term of the certificate of incorporation of the Surviving Company to be
      effected by the Merger or (3) alter or change any of the terms and
      conditions of this Agreement if such alteration or change would adversely affect
      the holder of the JJI Stock or Class B Warrants. No
      waiver
      by any party hereto of any default, misrepresentation or Breach of warranty
      or
      covenant hereunder, whether intentional or not, shall be deemed to extend to
      any
      prior or subsequent default, misrepresentation or Breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent occurrence of such kind.

    


    
      
         

      

      
        95

        
          

        

      

      
         

      

    

    9.3
      Headings,
      Terminology. The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement. Unless
      the context of this Agreement otherwise requires, the terms “Article” and
“Section” refer, respectively, to the specified Article or Section of this
      Agreement.

    


    9.4
      Severability. Any
      term
      or provision of this Agreement that is invalid or unenforceable in any situation
      in any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      invalid or unenforceable term or provision in any other situation or in any
      other jurisdiction. If a final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      parties hereto agree that the court making the determination of invalidity
      or
      unenforceability shall have the power to reduce the scope, duration, or area
      of
      the term or provision, to delete specific words or phrases, or to replace any
      invalid or unenforceable term or provision with a term or provision that is
      valid and enforceable and that comes closest to expressing the intention of
      the
      invalid or unenforceable term or provision, and this Agreement shall be
      enforceable as so modified after the expiration of the time within which the
      judgment may be appealed.

    


    9.5
      Assignment. This
      Agreement shall not be assigned by operation of law or otherwise, except that
      Merger Sub may assign all or any of their rights hereunder to any Affiliate,
      provided that no such assignment shall relieve the assigning party of its
      obligations hereunder.

    


    9.6
      Parties
      in Interest. This
      Agreement shall be binding upon and inure solely to the benefit of each party
      hereto and the Stockholders, and, except for the provisions of Article VII,
      nothing contained in this Agreement, express or implied, is intended to or
      shall
      confer upon any other Person any right, benefit, or remedy of any nature
      whatsoever under or by reason of this Agreement.

    


    9.7
      Governing
      Law. Except
      to
      the extent that the DGCL is mandatorily applicable to the Merger, this Agreement
      shall be governed by and construed in accordance with the domestic laws of
      the
      State of New York,
      without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of New York or any other jurisdiction) that would cause the
      application of the laws of any jurisdiction other than the State of New
      York.

    


    9.8
      Counterparts. This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement.

    


    9.9
      Fees
      and Expenses. Except
      as
      expressly provided herein to the contrary, all fees and expenses incurred by
      the
      parties in connection with this Agreement and the transactions contemplated
      hereby shall be paid by the party incurring such expenses.

     

    


    


    


    [signatures
      on the next page]

    


    


    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, Parent, Merger Sub and JJI have caused this Agreement to be
      executed as of the date first written above by their respective officers
      thereunto duly authorized.

    


    
      	 	
               

              PARENT:

               

              The
                Genlyte Group Incorporated

               

              /s/
                Larry K. Powers

              ___________________________

              By:
                Larry K. Powers

               

              President

               

            
	 	
               

              MERGER
                SUB:

               

              Ignite
                Merger Sub Inc.

               

              /s/
                Larry K. Powers

              ___________________________

              By:
                Larry K. Powers

               

              President  

               

            
	 	
               

              JJI:

               

              JJI
                Lighting Group, Inc.

               

              /s/
                James F. Haworth

              __________________________

              By:
                James F. Haworth

              President
                & CEO

               

            
	 	
               

              STOCKHOLDERS’
                AGENT:

               

              International
                Mezzanine Capital B.V.

               

              Jacobus
                Schouten

              ___________________________

              By: 
                Jacobus Schouten

              Director

            


    

    


    Exhibits

    Exhibit
      A
      - Certificate of Merger

    Exhibit
      B
      - Allocation of Merger Consideration 

    Exhibit
      C
      - Letter of Transmittal 

    Exhibit
      D
      - Working Capital Definition

    Exhibit
      D-1 - Exhibit 1 to Exhibit D

    Exhibit
      D-2 - Exhibit 2 to Exhibit D

    Exhibit
      E
      - Hoffmeister Personnel Severance Costs 

    Exhibit
      F
      - Escrow Agreement

    Exhibit
      G
      - Other Agreed U.S. Environmental Issues

    Exhibit
      H
      - List of Schedules prepared by JJI

     

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    

      Exhibit
        D

       

       

      “Working
        Capital” shall mean an amount determined by subtracting the current liabilities
        of JJI and its wholly owned Subsidiaries from the current assets of JJI and
        its
        wholly owned Subsidiaries as of the Effective Time, with such current
        liabilities and current assets to be determined in accordance with GAAP and
        the
        manner in which “WORKING CAPITAL BUYER” was determined in connection with
        Exhibits D-1 and D-2 hereto, subject to the following adjustments and overriding
        principles:

       

      (a)
        GAAP.
        No
        current assets will in any event be valued at a greater amount than would
        be
        permitted by GAAP applied on a basis consistent with the Financial Statements
        referenced in Section 2.5.1 and 2.5.2 and no current liabilities will be
        valued
        at a lesser amount than would be permitted by GAAP applied on a basis consistent
        with the Financial Statements referenced in Section 2.5.1 and 2.5.2. All
        Inventories not written off shall be valued at the lower of cost or market
        on a
        first in first out basis all in accordance with GAAP.

       

      (b)
        Liabilities.
        Current
        liabilities shall not include the Pay Off Liabilities, Price Reduction
        Liabilities or Agreed Deductions to the extent actually taken into account
        in
        reducing the Merger Consideration in Section 1.7.1. Subject to the immediately
        preceding sentence, the reduction to Working Capital for current liabilities
        will be not less than the amount of current liabilities determined in accordance
        with GAAP.

       

      (c)
        Cap.
        The
        Working Capital shall not in any event exceed $32,000,000.

       

      (d)
        Exception.
        The
        Working Capital will not include any amount for which credit is given in
        Section
        1.7.1.2.5.

       

      (e)
        Accounts
        Receivable.
        The net
        amount of Accounts Receivable and other amounts of anticipated future payments,
        if any, included in the Working Capital shall (i) not include any amounts
        which
        are not due and owing (without any defense or right of set off) at the Effective
        Time or (ii) any amounts which should not reasonably be expected to be
        collected.

       

      (f)
        Exclusion
        of Tax Refunds.
        Working Capital shall not include any amount for any anticipated refund or
        benefit relating to Taxes except that if JJI believes a refund of U.S. federal,
        state and local income Taxes will actually be received by JJI after the
        Effective Time as a result of U.S. federal, state and local income Taxes
        paid by
        JJI prior to the Effective Time and losses included on a JJI income Tax return
        for a period ending prior to the Effective Time (other than losses relating
        to
        or resulting from the subject matter of the Defined Benefit Pension Plan
        Funding
        or any payment or accrual relating thereto) the amount of such refund JJI
        reasonably believes (at the time of delivery by Parent of the Post-Closing
        Statement) it will receive after the Effective Time will, without duplication
        of
        any other benefit to the Stockholders and subject to the limitations referenced
        below, be included in Working Capital; provided,
        however,
        any
        refund or potential refund will be disregarded to the extent (i) it results
        from
        or relates to the Defined Benefit Pension Plan Funding, the subject matter
        of
        the Defined Benefit Pension Plan or any payment or accrual relating to the
        Defined Benefit Pension Plan, (ii) the sum of such refund which can be used
        to
        increase the Working Capital and the amount otherwise included in Working
        Capital would exceed the amount stated in part (c) above or (iii) it exceeds
        $850,000.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (g)
        Hoffmeister
        Family Plan Expenses.
        In the
        event the Stockholders’ Agent is able to resolve all of the Liabilities of JJI
        and its Subsidiaries in connection with the subject matter of the Hoffmeister
        Family Plan Expenses before the earlier of the end of the General Survival
        Period or the date the Hoffmeister Family Plan Expenses are paid by JJI or
        a
        Subsidiary of JJI and the effect of such resolution is that JJI and its
        Subsidiaries are able to eliminate all Liabilities relating to the subject
        matter of the Hoffmeister Family Plan Expenses for an amount less than the
        amount included in Pay Off Liabilities pursuant to Section 1.7.1.1.4 then
        the
        amount of the net savings to JJI as a result of such resolution (as reasonably
        determined by the Surviving Company) will, without duplication of any other
        benefit to the Stockholders and subject to the limitations referenced below,
        (i)
        be included in Working Capital to the extent such Liabilities are eliminated
        before delivery by Parent of the Post-Closing Statement or (ii) be paid by
        JJI
        or a Subsidiary of JJI to the Escrow Agent (and such amount shall become
        part of
        the Indemnity Escrow Amount); provided,
        however,
        the sum
        of (A) such savings which can be used to increase the Working Capital or
        the
        Indemnity Escrow Amount, (B) the amount otherwise included in Working Capital
        and (C) any amount which may be payable under Section 4.18 will not in any
        event
        exceed the amount stated in part (c) above.

       

      (h)
        Insurance.
        Working
        Capital shall not take into account any value or net value relating to the
        life
        insurance policy on the life of Robert N. Haidinger or any other insurance
        policy.

       

      (i)
        High
        Mast
        Fixture.
        Working
        Capital shall be reduced by an amount equal to the aggregate amount of the
        past,
        present and estimated future Adverse Consequences relating to High Mast Issue
        at
        and after the Effective Time based on information known at the time the Final
        Working Capital is determined.

       

      (j)
        Houlihan
        Lokey Howard & Zukin.
        Working
        Capital shall be reduced by an amount equal to the aggregate amount of the
        fees
        and expenses that JJI or any of its Subsidiaries have incurred or may be
        obligated to pay to Houlihan Lokey Howard & Zukin with respect to service
        contracted for or provided prior to the Effective Time, except to the extent,
        if
        any, such fees or expenses were deducted from the Merger Consideration paid
        at
        the Effective Time pursuant to Section 1.7.1.1.8.

      


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    Exhibit D-1

     

    
      
 

    

    
      
        	
                JJI
                  LIGHTING GROUP

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                WORKING
                  CAPITAL

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                U.S.
                  - HOFFMEISTER - CONS

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                2006

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                 

              	
                 

              	
                31-Jan

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                28-Feb

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                31-Mar

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCTS
                  REC

              	 	 	
                11,798

              	 	 	
                2,859

              	 	 	
                14,657

              	 	 	
                11,840

              	 	 	
                2,695

              	 	 	
                14,535

              	 	 	
                13,046

              	 	 	
                2,940

              	 	 	
                15,986

              	 
	
                OTHER
                  REC

              	 	 	
                204

              	 	 	
                10

              	 	 	
                214

              	 	 	
                267

              	 	 	
                0

              	 	 	
                267

              	 	 	
                265

              	 	 	
                0

              	 	 	
                265

              	 
	
                INVENTORY

              	 	 	
                20,679

              	 	 	
                8,134

              	 	 	
                28,813

              	 	 	
                21,282

              	 	 	
                8,030

              	 	 	
                29,312

              	 	 	
                20,948

              	 	 	
                8,121

              	 	 	
                29,069

              	 
	
                PREPAID
                  EXP

              	 	 	
                1,057

              	 	 	
                364

              	 	 	
                1,421

              	 	 	
                1,212

              	 	 	
                338

              	 	 	
                1,550

              	 	 	
                1,292

              	 	 	
                415

              	 	 	
                1,707

              	 
	
                ACCTS
                  PAYABLE

              	 	 	
                7,446

              	 	 	
                6,081

              	 	 	
                13,527

              	 	 	
                7,227

              	 	 	
                5,269

              	 	 	
                12,496

              	 	 	
                7,729

              	 	 	
                5,593

              	 	 	
                13,322

              	 
	
                ACCRUED
                  EXP- BUYER

              	 	 	
                3,853

              	 	 	
                1,425

              	 	 	
                5,278

              	 	 	
                3,638

              	 	 	
                1,601

              	 	 	
                5,239

              	 	 	
                3,708

              	 	 	
                1,332

              	 	 	
                5,040

              	 
	
                ACCRUED
                  EXP- SELLER

              	 	 	
                2,127

              	 	 	
                1,852

              	 	 	
                3,979

              	 	 	
                2,551

              	 	 	
                1,654

              	 	 	
                4,205

              	 	 	
                2,708

              	 	 	
                1,498

              	 	 	
                4,206

              	 
	
                TOTAL
                  ACCRUED EXP

              	 	 	
                5,980

              	 	 	
                3,277

              	 	 	
                9,257

              	 	 	
                6,189

              	 	 	
                3,255

              	 	 	
                9,444

              	 	 	
                6,416

              	 	 	
                2,830

              	 	 	
                9,246

              	 
	
                TAXES
                  PAYABLE

              	 	 	
                584

              	 	 	
                0

              	 	 	
                584

              	 	 	
                504

              	 	 	
                0

              	 	 	
                504

              	 	 	
                541

              	 	 	
                0

              	 	 	
                541

              	 
	
                NET
                  W.C.

              	 	 	
                19,728

              	 	 	
                2,009

              	 	 	
                21,737

              	 	 	
                20,681

              	 	 	
                2,539

              	 	 	
                23,220

              	 	 	
                20,865

              	 	 	
                3,053

              	 	 	
                23,918

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCRUED
                  EXP - SELLER

              	 	 	
                2,127

              	 	 	
                1,852

              	 	 	
                3,979

              	 	 	
                2,551

              	 	 	
                1,654

              	 	 	
                4,205

              	 	 	
                2,708

              	 	 	
                1,498

              	 	 	
                4,206

              	 
	
                WORKING
                  CAPITAL BUYER

              	 	 	
                21,855

              	 	 	
                3,861

              	 	 	
                25,716

              	 	 	
                23,232

              	 	 	
                4,193

              	 	 	
                27,425

              	 	 	
                23,573

              	 	 	
                4,551

              	 	 	
                28,124

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

    


    
      	 	 	
               

            	
               

            	
              30-Apr

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              31-May

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              30-Jun

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              U.S.

            	
               

            	
              HOFF

            	
               

            	
              CONS

            	
               

            	
              U.S.

            	
               

            	
              HOFF

            	
               

            	
              CONS

            	
               

            	
              U.S.

            	
               

            	
              HOFF

            	
               

            	
              CONS

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              ACCTS
                REC

            	 	 	
              13,508

            	 	 	
              2,702

            	 	 	
              16,210

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              OTHER
                REC & TAX

            	 	 	
              327

            	 	 	
              0

            	 	 	
              327

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              INVENTORY

            	 	 	
              21,267

            	 	 	
              8,149

            	 	 	
              29,416

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              PREPAID
                EXP

            	 	 	
              1,256

            	 	 	
              521

            	 	 	
              1,777

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              ACCTS
                PAY

            	 	 	
              8,027

            	 	 	
              5,428

            	 	 	
              13,455

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              ACCRUED
                EXP BUYER

            	 	 	
              3,833

            	 	 	
              1,162

            	 	 	
              4,995

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              ACCRUED
                EXP SELLER

            	 	 	
              2,555

            	 	 	
              1,372

            	 	 	
              3,927

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              TOTAL
                ACCRUED EXP

            	 	 	
              6,388

            	 	 	
              2,534

            	 	 	
              8,922

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              TAXES
                PAYABLE

            	 	 	
              410

            	 	 	
              0

            	 	 	
              410

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              NET
                W.C.

            	 	 	
              21,533

            	 	 	
              3,410

            	 	 	
              24,943

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              ACCRUED
                EXP SELLER

            	 	 	
              2,555

            	 	 	
              1,372

            	 	 	
              3,927

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              WORKING
                CAPITAL BUYER

            	 	 	
              24,088

            	 	 	
              4,782

            	 	 	
              28,870

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    

      
        	 	 	
                 

              	
                 

              	
                31-Jul

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                31-Aug

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                30-Sep

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCTS
                  REC

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                OTHER
                  REC

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                INVENTORY

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                PREPAID
                  EXP

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCTS
                  PAYABLE

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCRUED
                  EXP BUYER

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCRUED
                  EXP SELLER

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL
                  ACCRUED EXP

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	
                TAXES
                  PAYABLE

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                NET
                  W.C.

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCRUED
                  EXP SELLER

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                WORKING
                  CAPITAL BUYER

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 


      

    

    
       

    

    
      
        	 	 	
                 

              	
                 

              	
                31-Oct

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                30-Nov

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                31-Dec

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	
                 

              	
                U.S.

              	
                 

              	
                HOFF

              	
                 

              	
                CONS

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCTS
                  REC

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                OTHER
                  REC

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                INVENTORY

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                PREPAID
                  EXP

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCTS
                  PAYABLE

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCRUED
                  EXP BUYER

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCRUED
                  EXP SELLER

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL
                  ACCRUED EXP

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	
                TAXES
                  PAYABLE

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                NET
                  W.C.

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ACCRUED
                  EXP SELLER

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                WORKING
                  CAPITAL BUYER

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                AVERAGE
                  2005 W.C. BUYER

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                26,882

              	 


      

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Exhibit D-2

    

      
        	
                ACCRUED
                  EXPENSES

              
	
                2006

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                BUYER:

              	 	
                Jan

              	
                 

              	
                Feb

              	
                 

              	
                Mar

              	
                 

              	
                Apr

              	
                 

              	
                May

              	
                 

              	
                June

              	
                 

              	
                July

              	
                 

              	
                Aug

              	
                 

              	
                Sept

              	
                 

              	
                Oct

              	
                 

              	
                Nov

              	
                 

              	
                Dec

              	 
	
                Vacation,
                  Sick

              	 	 	
                955

              	 	 	
                999

              	 	 	
                1023

              	 	 	
                1068

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Audit
                  and Tax Fees

              	 	 	
                304

              	 	 	
                274

              	 	 	
                251

              	 	 	
                227

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Commissions

              	 	 	
                1691

              	 	 	
                1780

              	 	 	
                1909

              	 	 	
                1948

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Warranty

              	 	 	
                30

              	 	 	
                28

              	 	 	
                29

              	 	 	
                26

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Misc
                  Taxes

              	 	 	
                0

              	 	 	
                18

              	 	 	
                0

              	 	 	
                0

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Other
                  Fringes

              	 	 	
                342

              	 	 	
                284

              	 	 	
                330

              	 	 	
                223

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Distributor
                  Rebates

              	 	 	
                127

              	 	 	
                36

              	 	 	
                54

              	 	 	
                36

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Freight

              	 	 	
                141

              	 	 	
                137

              	 	 	
                218

              	 	 	
                242

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Royalty

              	 	 	
                211

              	 	 	
                186

              	 	 	
                121

              	 	 	
                118

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                MIC
                  / Bonus

              	 	 	
                229

              	 	 	
                229

              	 	 	
                0

              	 	 	
                0

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Insurance

              	 	 	
                211

              	 	 	
                114

              	 	 	
                114

              	 	 	
                140

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                A/P
                  Accrued

              	 	 	
                141

              	 	 	
                107

              	 	 	
                210

              	 	 	
                218

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Accrued
                  Marketing

              	 	 	
                18

              	 	 	
                32

              	 	 	
                17

              	 	 	
                0

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Miscellaneous

              	 	 	
                202

              	 	 	
                283

              	 	 	
                249

              	 	 	
                263

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Accruals
                  Sweden

              	 	 	
                320

              	 	 	
                394

              	 	 	
                231

              	 	 	
                191

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                SUB
                  TOTAL

              	 	 	
                4,922

              	 	 	
                4,901

              	 	 	
                4,756

              	 	 	
                4,700

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Accrued
                  Salaries

              	 	 	
                356

              	 	 	
                338

              	 	 	
                284

              	 	 	
                295

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL
                  - BUYER

              	 	 	
                5,278

              	 	 	
                5,239

              	 	 	
                5,040

              	 	 	
                4,995

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                SELLER:
                  

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Legal
                  - HL project

              	 	 	
                124

              	 	 	
                128

              	 	 	
                116

              	 	 	
                122

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Interest
                  - GE

              	 	 	
                208

              	 	 	
                357

              	 	 	
                221

              	 	 	
                446

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Interest
                  - IMC

              	 	 	
                250

              	 	 	
                500

              	 	 	
                750

              	 	 	
                500

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Customer
                  deposits/credits

              	 	 	
                398

              	 	 	
                297

              	 	 	
                320

              	 	 	
                296

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Restructuring

              	 	 	
                1823

              	 	 	
                1756

              	 	 	
                1452

              	 	 	
                1326

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Troy
                  EPA - net

              	 	 	
                166

              	 	 	
                166

              	 	 	
                166

              	 	 	
                165

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                SERP

              	 	 	
                824

              	 	 	
                821

              	 	 	
                1007

              	 	 	
                1072

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Deferred
                  Compensation

              	 	 	
                186

              	 	 	
                180

              	 	 	
                174

              	 	 	
                0

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL
                  - SELLER

              	 	 	
                3,979

              	 	 	
                4,205

              	 	 	
                4,206

              	 	 	
                3,927

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL
                  ACCRUED EXPENSES

              	 	 	
                9,257

              	 	 	
                9,444

              	 	 	
                9,246

              	 	 	
                8,922

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    

      Exhibit
        E

      


      Regarding
        Hoffmeister Personnel Severance Costs

      


      


      


      


      


      Table

      


      
        	
                Month

              	
                May
                  2006

              	
                June
                  2006

              
	
                Total

              	
                1,105,292
                  Euros*

              	
                1,105,292
                  Euros*

              


      

      


      


      *
        To be
        reduced by payments, if any, made by JJI on the Hoffmeister Personnel Severance
        Costs after May 12, 2006.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    


    

      FIRST
        ADDENDUM TO AGREEMENT AND PLAN OF MERGER

      


      


      This
        First Addendum to Agreement and Plan of Merger (“Addendum”) is entered into as
        of the 22nd
        day
        of
        May, 2006, by and among The Genlyte Group Incorporated, a Delaware corporation
        (“Parent”), Ignite Merger Sub Inc., a Delaware corporation and an Affiliate of
        Parent (“Merger Sub”), International Mezzanine Capital B.V., a limited liability
        company incorporated under the laws of the Netherlands (“Stockholders’ Agent”)
        and JJI Lighting Group, Inc., a Delaware corporation (“JJI”).

      


      THAT,
        WHEREAS, the parties hereto entered into an Agreement and Plan of Merger
        dated
        as of May 12, 2006 (the “Merger Agreement”);

      


      WHEREAS,
        the parties hereto desire to make certain changes in the Merger Agreement
        as
        stated herein; and

      


      WHEREAS,
        except to the extent expressly changed herein, the Merger Agreement shall
        continue to be in full force and effect and shall be deemed to have been
        entered
        into as of May 12, 2006.

      


      W
        I T N E
        S S E T H:

      


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

      


      1.  Addendum.
        Except
        as expressly modified by numerical paragraphs 2, 3 and 4 of this Addendum,
        the
        Merger Agreement is hereby ratified and shall continue in full force and
        effect
        in accordance with its terms. The Merger Agreement, as modified by this
        Addendum, shall be deemed to have been entered into as of May 12, 2006. Each
        party represents to the other that (i) it has obtained all necessary approval
        and consent to modify the Merger Agreement as set forth herein, including,
        without limitation, any approval required by its directors or officers and
        (ii)
        all representations in the Merger Agreement made by such party apply to this
        Addendum as though its terms were a part of the Merger Agreement at the time
        of
        the execution of the Merger Agreement. The definitions and other provisions
        of
        Article VIII of the Merger Agreement apply to the interpretation of this
        Addendum.

      


      2.  Modifications
        to Merger Agreement.

      


      (a) Section
        1.4.1 Merger
        Sub Stock
        is
        hereby modified by deleting subparagraph (i) in its entirety and replacing
        it
        with the following:

      


      (i)
        each
        share of common stock of Merger Sub outstanding immediately prior to the
        Effective Time shall be converted into and become Eleven Thousand (11,000)
        shares of Class A common stock of the Surviving Company with the same rights,
        powers and privileges as the shares so converted and shall constitute the
        only
        outstanding shares of capital stock of the Surviving Company and



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


       

      (b) Section
        1.5.3 Stock
        of
        Merger Sub is
        hereby
        modified by deleting it in its entirety and replacing it with the
        following:

      


      Each
        share of common stock of Merger Sub outstanding immediately prior to the
        Effective Time shall be converted into and become Eleven Thousand (11,000)
        shares of Class A common stock of the Surviving Company as provided in Section
        1.4.1.(i).

      


      (c) Section
        1.4.6.1 Exchange
        Agent
        is
        hereby modified by deleting the first sentence in its entirety and replacing
        it
        with the following two sentences:

      


      Prior
        to
        the Effective Time, Parent shall appoint an agent (the “Exchange Agent”) for the
        purpose of exchanging the Merger Consideration for certificates representing
        shares of Class A Common Stock, and Parent agrees to act as an exchange agent
        for the purpose of exchanging the Merger Consideration for certificates
        representing JJI Preferred Stock and for certificates representing Class
        B
        Common Stock Warrants (collectively, all certificates representing shares
        of JJI
        Stock and certificates representing Class B Common Stock Warrants are the
        “Certificates”). All references in the Merger Agreement to Exchange Agent shall
        be deemed to refer to the Exchange Agent when used in connection with
        certificates representing shares of Class A Common Stock and shall be deemed
        to
        refer to Parent when used in connection with certificates representing shares
        of
        JJI Preferred Stock and certificates representing Class B Common Stock Warrants.
        

      


      (d) Section
        1.4.6.3 Letter
        of
        Transmittal
        is
        hereby modified by deleting the second and third sentences in their entirety
        and
        replacing them with the following:

      


      The
        Exchange Agent or Parent shall provide letters of transmittal along with
        instructions for use in exchange (together, the “Letter of Transmittal”) as
        follows: (a) a letter of transmittal in the form attached hereto as Exhibit
        C-1
        to
        Stockholders’ Agent at or as soon as reasonably practical following the Closing
        and (b) a letter of transmittal in the form attached hereto as Exhibit
        C-2 to
        the
        holders of Class A Common Stock (at the address provided by JJI pursuant
        to this
        Section 1.4.6.3) at or as soon as reasonably practicable following the Closing.
        If Parent desires to modify the Letter of Transmittal attached hereto as
        Exhibit
        C-2, then Parent may send Stockholders’ Agent written notice of Parent’s
        proposed modifications and Stockholders’ Agent shall have five (5) Business Days
        after such notice has been received by Stockholders’ Agent in which to object to
        the notice.

      


      (e) Section
        1.4.6.4 Surrender
        of Certificates
        is
        hereby modified by inserting the word “appropriate” before the phrase “Letter of
        Transmittal” that appears once in the first sentence and once in the second
        sentence of Section 1.4.6.4.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (f) Section
        1.4.6.10 Lost
        Certificates
        is
        hereby modified by inserting the word “appropriate” before the phrase “Letter of
        Transmittal” that appears once in subsection (iii) of Section
        1.4.6.10.

      


      (g) Section
        1.7.1.1 “Pay Off Liabilities” is hereby modified by adding the following
        grammatical paragraph at the end of Section 1.7.1.1:

      


      To
        the
        extent the aggregate amount of the amounts included in the Pay Off Liabilities
        to pay off the Senior Debt Payments, the Hoffmeister Debt Payments and the
        Transaction Expenses (i) is greater than the actual aggregate amount required
        to
        pay off the Senior Debt Payments, the Hoffmeister Debt Payments and the
        Transaction Expenses, then such excess amount (to the extent not otherwise
        taken
        into account in establishing Working Capital) shall be added to Working Capital
        and thereby increase the Final Working Capital or (ii) is less than the
        aggregate amount required to fully pay off the Senior Debt Payments, the
        Hoffmeister Debt Payments and the Transaction Expenses, then such deficiency
        (to
        the extent not otherwise taken into account in establishing Working Capital)
        shall be subtracted from Working Capital and thereby decrease the Final Working
        Capital. Provided, further, to the extent there are taxes, employer’s share of
        FICA, Medicare or other amounts which are or may become payable to any
        Governmental Authority in connection with the Change of Control Obligations,
        SERP Funding or Contract Termination Expenses, such amounts (to the extent
        not
        otherwise taken into account in establishing Working Capital) shall be
        subtracted from Working Capital and thereby decrease the Final Working Capital.
        The parties acknowledge that the definition of “Working Capital” shall be deemed
        to be modified hereby to give full effect to the provisions of this grammatical
        paragraph. 

       

      (h) The
        list
        of Exhibits that appears on the Signature Page is hereby modified by deleting
        “Exhibit C - Letter of Transmittal” and replacing it with the
        following:

      


      Exhibit
        C-1 - Letter of Transmittal for the Stockholders’ Agent

      Exhibit
        C-2 - Letter of Transmittal for the holders of Class A Common Stock

      


      (i) Section
        9.8 Counterparts
        is
        hereby modified by adding the following at the end of Section 9.8:

      


      Each
        Transaction Document may be executed in one or more counterparts, each of
        which
        will be deemed to be an original copy of such Transaction Document and when
        taken together, will be deemed to constitute one and the same agreement.
        The
        exchange of copies of the Merger Agreement, this Addendum and any other
        Transaction Documents and of signature pages by facsimile or electronic
        transmission shall constitute effective execution and delivery of the Merger
        Agreement, this Addendum and any other Transaction Documents as to the parties
        and may be used in lieu of the original Merger Agreement, this Addendum and
        any
        other Transaction Documents for all purposes. Signatures of


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      the
        parties transmitted by facsimile or electronic transmission shall be deemed
        to
        be their original signatures for all purposes. 

      


      (j)
         The
        definition of “Agreement” in Article VIII is hereby modified by changing the
        definition to provide as follows:
        

       

       “Agreement”
        has the meaning set forth in the introduction but the term “Agreement” includes
        the text of this document as amended by the Addendum, the Schedules, the
        Exhibits, any certificates delivered pursuant to the “Agreement” and any other
        addendum or modification to the “Agreement”.

      


      (k) The
        definition of “Transaction Documents” in Article VIII is hereby modified by
        changing the definition to provide as follows: 

      


      “Transaction
        Documents” means the Agreement as defined in Article VIII, the Certificate of
        Merger, the Escrow Agreement and all other documents and agreements,
        certificates or instruments executed in connection with the Merger.

      


      (l) The
        definition of “Transaction Expenses” in Article VIII is hereby modified by
        adding the following additional paragraph after paragraph 5. 

      


      6. The
        first
        year fee of $3,500 owed to the Escrow Agent.

      


      (m) Section
        7.6.3 Limits
        on
        Indemnity Escrow Amount
        is
        hereby modified by deleting the last sentence at the end of the grammatical
        paragraph and replacing it with the following sentence: 

      


      However,
        neither this limitation nor any other provision of this Article VII is intended
        to or will be construed to limit (i) any party's ability to obtain specific
        performance with respect to any obligation of the other party or parties
        and
        each party to this Agreement shall be entitled to specifically enforce the
        obligations of each other party in this Agreement to the maximum extent
        permitted by Law, or (ii) remedies under any agreement delivered pursuant
        to
        Article V or any agreement otherwise agreed to by the parties.

      


      (n) The
        parties have agreed that for purposes of establishing the amount of any Pay
        Off
        Liabilities which are expressed in Euros and for purposes of establishing
        the
        amount of the Hoffmeister Personnel Severance Costs the parties will base
        the
        calculation of the amount to be used in determining Merger Consideration
        pursuant to Section 1.7.1 of the Merger Agreement on the assumption that
        1.00
        Euro is equal to $1.2780.

      


      (o)
         Section
        7.2.8 is hereby modified by deleting this section in its entirety and
        substituting the following therefore: 

      


      7.2.8
        Any
        Terminated Contract or any Warrant issued, incurred or agreed to prior to
        the
        Effective Time;


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (p) Subparagraph
        (vi) in the definition of “Parent Limitation Exception” in Article VIII is
        hereby modified by adding the following parenthetical after the phrase “or other
        right in JJI or its equity”:

      


      (including
        any claim of any type relating to the Warrants held by the Patricia K Incrocci
        Trust, the Estate of Harry J. Keenan and Jesse Keenan)

      


      (q) Sections
        1.7.1.4, 4.18 and paragraph (c) of Exhibit D are each hereby modified by
        replacing each “$32,000,000” with “$33,000,000” .

      


      3. Modifications
        to Exhibits to Merger Agreement.

      


      (a)
         The
        attachment to the Merger Agreement referred to as “Exhibit A - Certificate of
        Merger” is hereby deleted in its entirety and replaced with a Certificate of
        Merger substantially in the form attached to this Addendum as Exhibit
        A.
        

      


      (b)
         The
        attachment to the Merger Agreement referred to as “Exhibit C - Letter of
        Transmittal” is hereby deleted in its entirety and replaced with the following:
        a letter of transmittal for Stockholders’ Agent in the form attached to this
        Addendum as Exhibit
        C-1
        and a
        letter of transmittal for the holders of Class A Common Stock in the form
        attached to this Addendum as Exhibit
        C-2.
        

      


      (c)
         The
        attachment to the Merger Agreement referred to as “Exhibit F - Escrow Agreement”
is hereby deleted in its entirety and replaced with an escrow agreement
        substantially in the form attached to this Addendum as Exhibit
        F.
        

      


      (d) The
        attachment to the Merger Agreement referred to as “Exhibit H -List of Schedules
        prepared by JJI” is hereby deleted in its entirety and replaced with a the list
        of schedules substantially in the form attached to this Addendum as Exhibit
        H.
        

       

      (e) Exhibit
        D
        to the Merger Agreement is hereby modified by adding the following additional
        paragraphs (k) and (l):

      


      (k)
         Puenta
        Valley Site.
        Subject
        to the limitation in paragraph (c) of Exhibit D, Working Capital shall be
        increased by an amount (not to exceed $30,000) equal to the amount JJI receives
        from the former owners of Troy Lighting, Inc. relating to the Puenta Valley
        Site
        to the extent such amount is received after the Closing and before delivery
        of
        the Post-Closing Statement by Parent and is not otherwise taken into account
        in
        determining Working Capital or reducing the Puente Valley Site Estimated
        Costs.

      


      (l) Late
        Receipt of Wires for Certain Pay Off Liabilities.
        If any
        one or more of the wires intended to pay off any Pay Off Liabilities is not
        credited as being received by the applicable recipient early enough to give
        credit on the Effective Date and provided that Parent used
        commercially


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      reasonable
        efforts to cause the correct amount of money to be wired to the intended
        recipient in a reasonably timely manner, then Working Capital shall be reduced
        by the amount of any expenses or additional interest required to pay off
        each
        Pay Off Liability arising from the failure of such Pay Off Liabilities receiving
        payoff credit on the Effective Date. 

      


      (m) Hoffmeister
        Lease Support.
        The
        calculation pursuant to Section 1.7.1.2.1 would result in a calculation of
        Hoffmeister Lease Support of $1,613,699; however, the parties agree that
        since
        the intention was to provide for support at the rate of $1,000,000 per year
        for
        the balance of the Hoffmeister lease, and since JJI has paid the rent through
        the month of May and hence already paid $25,000 of the support payments prior
        to
        the Effective Time, that the amount to which Genlyte is entitled pursuant
        to
        this provision is $1,558,333 (which is 1 year and 7 months at $83,333.33
        per
        month less the $25,000 prepaid amount) and that this amount of $1,558,333
        shall
        be used as a deduction for purposes of determining Merger Consideration and
        further agree that no amount will be included in Working Capital as prepaid
        rent
        or for the $25,000 prepaid amount for this matter.

      


      4. Modifications
        to Schedules to Merger Agreement.

      


      
        	(a)	
                      
                  Schedule 2.14.6 attached to this Addendum is hereby added to the
                  Schedules.

              


      

      


      (b)  Schedule
        2.32.5 to the Merger Agreement is hereby deleted in its entirety and the
        Schedule 2.32.5 attached to this Addendum is substituted therefore.

      


      5. Documents
        Executed on or after the Date of this Addendum.
        Any
        other
        document, instrument or certificate that is executed on or after the date
        of
        this Addendum and that refers to the Merger Agreement will be deemed to refer
        to
        the Merger Agreement as amended by this Addendum, without regard to whether
        such
        document, instrument or certificate expressly refers to this
        Addendum.

      


      LEX
        100562/122150/3437698.11

      


      


      [This
        page
        intentionally left blank.]


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Parent, Merger Sub and JJI have caused this Agreement to
        be
        executed as of the date first written above by their respective officers
        thereunto duly authorized.

      


      
        	 	
                 

                PARENT:

                 

                The
                  Genlyte Group Incorporated

                 

                /s/
                  Larry K. Powers

                ___________________________

                By:
                  Larry K. Powers

                 

                President
                  and CEO

                 

              
	 	
                 

                MERGER
                  SUB:

                 

                Ignite
                  Merger Sub Inc.

                 

                Larry
                  K. Powers

                ___________________________

                By:
                  Larry K. Powers

                 

                President   

                 

              
	 	
                 

                JJI:

                 

                JJI
                  Lighting Group, Inc.

                 

                /s/
                  James F. Haworth

                _______________________

                By:
                  James F. Haworth

                President
                  & CEO

                 

              
	 	
                 

                STOCKHOLDERS’
                  AGENT:

                 

                International
                  Mezzanine Capital B.V.

                 

                /s/
                  Jacobus Schouten

                ___________________________

                By: 
                  Jacobus Schouten

                Director

              


      

      


      


      


      


    

    


    
      
        
        

      

      
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