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ARTICLE I            DEFINITIONS

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1.1

Definitions

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ARTICLE II           MERGER OF MERGER SUB INTO THE COMPANY

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2.1

Merger

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2.2

Closing

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2.3

Effective Time

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2.4

Effects of the Merger

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2.5

Certificate of Incorporation and By Laws

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2.6

Directors and Officers

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2.7

Conversion of Shares

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2.8

Dissenting Shares

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2.9

Options

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2.10

Payment of Merger Consideration

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2.11

Redemption

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2.12

Merger Consideration Adjustment

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2.13

Letters of Credit

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ARTICLE III          REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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3.1

Due Incorporation; Capitalization

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3.2

Financial Statements

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3.3

Title to Properties

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3.4

Intellectual Property

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3.5

Contracts

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3.6

Insurance

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3.7

Employee Benefit Plans

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3.8

Taxes

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3.9

Litigation

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3.10

Brokers and Finders

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3.11

Due Authorization

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3.12

Consents and Approvals; Governmental Authority Relative to This Agreement

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3.13

Environmental Matters

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3.14

Absence of Changes

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3.15

Labor Relations; Compliance

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3.16

Real Property

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3.17

Compliance with Applicable Laws; Permits

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3.18

Absence of Interest Bearing Indebtedness

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ARTICLE IV          REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

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4.1

Due Incorporation

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4.2

Due Authorization

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4.3

Consents and Approvals; No Violations

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4.4

Parents and Merger Subs Examination

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4.5

Broker

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4.6

Investigation; Limitation on Warranties

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4.7

Available Funds

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4.8

Solvency

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4.9

Acquisition for Investment

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4.10

Plant Closings and Mass Lay-Offs

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ARTICLE V           COVENANTS

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5.1

Access to Information and Facilities

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5.2

Conduct and Preservation of Business

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5.3

Exclusivity

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5.4

Efforts

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5.5

Maintenance of Insurance

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5.6

Supplemental Information

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5.7

Preservation of Records; Post-Closing Access and Cooperation; Litigation Support

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5.8

Employees and Benefits

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5.9

Public Announcements

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5.10

Indemnification of Directors and Officers

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5.11

Filing of Tax Returns; Tax Matters

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5.12

Stockholders Action

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5.13

Release

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5.14

Redemption of Preferred Stock

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5.15

Execution of Stockholder Support Agreements

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ARTICLE VI          CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB

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6.1

Warranties True as of Present Date

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6.2

Compliance with Agreements and Covenants

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6.3

Competition Filings

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6.4

No Prohibition or Proceeding

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6.5

Stockholder Approval

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6.6

Documents

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ARTICLE VII        CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

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