R. Goldenberg
Tel: (215) 569-5733
Fax: (215) 832-5733
E-mail:

to the Sellers' Representative or Sellers to:
Richard A. Longacre, Sellers' Representative
2267 Eston Road
Quakertown, PA 18951
Tel: (215) 538-9407
Email: 
with a copy (which shall not constitute notice) to:
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Attention:
Gary R. Goldenberg
Tel: (215) 569-5733
Fax: (215) 832-5733
E-mail:

Any Party may change its contact information for notices and other
communications hereunder by notice to the other parties hereto in accordance
with this Section 10.7.
10.8
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON, AND SHALL BE
ENFORCEABLE BY AND INURE SOLELY TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL NOT BE ASSIGNABLE OR TRANSFERABLE BY
ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO;
PROVIDED FURTHER HOWEVER, THAT WITHOUT SUCH CONSENT, PURCHASER MAY TRANSFER OR
ASSIGN, IN WHOLE OR IN PART OR FROM TIME TO TIME, TO ONE OR MORE OF ITS
AFFILIATES, THE RIGHT TO PURCHASE ALL OR A PORTION OF THE F&H MEMBERSHIP
INTERESTS, BUT NO SUCH TRANSFER OR ASSIGNMENT WILL RELIEVE PURCHASER OF ITS
OBLIGATIONS HEREUNDER.
10.9
NO THIRD-PARTY BENEFICIARIES.
EXCEPT FOR CONTEMPLATED THIRD PARTY
BENEFICIARIES AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT (INCLUDING
PROVISIONS BENEFITING DIRECTORS, OFFICERS, EMPLOYEES AND THE SELLERS CONTAINED
IN SECTIONS 5.8 AND 5.10 HEREOF AND ARTICLE VI HEREOF), THIS AGREEMENT IS FOR
THE SOLE BENEFIT OF THE PARTIES HERETO AND THEIR PERMITTED SUCCESSORS AND
ASSIGNS AND NOTHING HEREIN EXPRESSED OR IMPLIED SHALL GIVE OR BE CONSTRUED TO
GIVE TO ANY PERSON, OTHER THAN THE PARTIES HERETO AND SUCH SUCCESSORS AND
ASSIGNS (INCLUDING F&H LLC), ANY LEGAL OR EQUITABLE RIGHTS, REMEDY OR CLAIM
HEREUNDER.
10.10
AMENDMENTS OR SUPPLEMENTS.
NO AMENDMENT OR SUPPLEMENT TO THIS
AGREEMENT SHALL BE EFFECTIVE UNLESS IT SHALL BE IN WRITING AND SIGNED BY THE
COMPANY, SELLERS' REPRESENTATIVE AND PURCHASER.
10.11
DISCLOSURE SCHEDULES.
THE SELLER DISCLOSURE SCHEDULE AND THE
COMPANY DISCLOSURE SCHEDULE (COLLECTIVELY, THE "DISCLOSURE SCHEDULES") SHALL BE
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A) ANY ITEM DISCLOSED IN ANY
PARTICULAR PART OF THE DISCLOSURE SCHEDULES SHALL BE DEEMED TO BE DISCLOSED IN
ALL PARTS OF THE DISCLOSURE SCHEDULES, (B) NO DISCLOSURE OF ANY MATTER CONTAINED
IN THE DISCLOSURE SCHEDULE SHALL CREATE AN IMPLICATION THAT SUCH MATTER MEETS
ANY STANDARD OF MATERIALITY (MATTERS REFLECTED IN THE DISCLOSURE SCHEDULE ARE
NOT NECESSARILY LIMITED TO MATTERS REQUIRED BY THIS AGREEMENT TO BE REFLECTED IN
THE DISCLOSURE SCHEDULE; SUCH ADDITIONAL MATTERS ARE SET FORTH FOR INFORMATIONAL
PURPOSES ONLY AND DO NOT NECESSARILY INCLUDE OTHER MATTERS OF A SIMILAR NATURE,
NOR SHALL THE INCLUSION OF ANY ITEM BE CONSTRUED AS IMPLYING THAT ANY SUCH ITEM
IS "MATERIAL" FOR ANY PURPOSE); (C) ANY DISCLOSURES CONTAINED IN THE DISCLOSURE
SCHEDULE WHICH REFER TO A DOCUMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE
TO THE TEXT OF SUCH DOCUMENT, A TRUE AND COMPLETE COPY OF WHICH WAS INCLUDED IN
THE DUE