ASSET PURCHASE AGREEMENT

Exhibit 10bw

ASSET PURCHASE AGREEMENT

WILLIAMS ADVANCED MATERIALS INC.

and

TECHNI-MET, INC.

Dated as of December 20, 2007

TABLE OF CONTENTS

		Page
ARTICLE 1: DEFINITIONS			1
ARTICLE 2: PURCHASE AND SALE OF ASSETS			9
2.1 Assets to be Transferred			9
2.2 Retained Assets			10
ARTICLE 3: LIABILITIES			10
3.1 Assumed Liabilities			10
3.2 Retained Liabilities			11
ARTICLE 4: PURCHASE PRICE			11
4.1 Purchase Price			11
4.2 Closing Payments			11
4.3 Estimated Closing Date Adjustments			11
4.4 Definitive Purchase Price Adjustments			12
4.5 Allocation of Purchase Price			13
ARTICLE 5: CLOSING			14
5.1 Closing			14
5.2 Deliveries by the Seller			14
5.3 Deliveries by the Purchaser			15
ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF THE SELLER			16
6.1 Existence and Good Standing			16
6.2 Power			16
6.3 Enforceability			16
6.4 No Conflict			16
6.5 Consents			17
6.6 Real Property			17
6.7 Personal Property			18
6.8 Necessary Property			18
6.9 Litigation			18
6.10 Compliance with Laws and Orders			18
6.11 Conduct of Business			19
6.12 Labor Matters			20
6.13 Employee Benefit Plans			21
6.14 Environmental			22
6.15 Contracts			23
6.16 Permits			24
6.17 Intellectual Property			24
6.18 Financial Statements			25
6.19 Accounts Receivable and Inventory			26

TABLE OF CONTENTS
(continued)

		Page
6.20 Taxes			26
6.21 Customers and Suppliers			27
6.22 Insurance			28
6.23 Product Liability and Warranty			28
6.24 Related Party Transactions			29
6.25 Brokers			29
ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			29
7.1 Existence and Good Standing			29
7.2 Power			29
7.3 Enforceability			29
7.4 No Conflict			29
7.5 Consents			30
7.6 Brokers			30
7.7 Financing			30
7.8 Litigation			30
7.9 Financial Statements			30
ARTICLE 8: COVENANTS AND AGREEMENTS			30
8.1 Access to Information			30
8.2 Conduct of Business in Normal Course			31
8.3 Notification of Certain Matters			32
8.4 Assignments and Consents; Nonassignable Contracts			32
8.5 Tax Matters			33
8.6 Exclusivity			34
8.7 HSR			34
8.8 Further Assurances			35
8.9 Name Change Filings			35
8.10 Certain Payments			35
8.11 Employee and Employee Benefit Plan Matters			35
8.12 Certain Environmental Investigations			38
ARTICLE 9: CLOSING CONDITIONS			38
9.1 Conditions to All Parties’ Obligations			38
9.2 Conditions to the Purchaser’s Obligations			39
9.3 Conditions to the Seller’s Obligations			40
ARTICLE 10: TERMINATION			40
10.1 Right to Terminate			40
10.2 Effect of Termination			41
10.3 Failure to Terminate			41
ARTICLE 11: REMEDIES			41

TABLE OF CONTENTS
(continued)

		Page
11.1 General Indemnification Obligation			41
11.2 Notice and Opportunity to Defend			42
11.3 Survivability; Limitations			43
11.4 Specific Performance			44
11.5 Exclusive Remedy			44
ARTICLE 12: MISCELLANEOUS			44
12.1 Press Release and Announcements			44
12.2 Expenses			45
12.3 No Assignment			45
12.4 Headings			45
12.5 Integration, Modification and Waiver			45
12.6 Construction			45
12.7 Severability			46
12.8 Notices			46
12.9 Governing Law			47
12.10 Counterparts			47

TABLE OF EXHIBITS

Exhibit A		Escrow Agreement
Exhibit B		Balance Sheet
Exhibit C		Bill of Sale
Exhibit D		Assumption Agreement
Exhibit E		Non-Competition Agreement
Exhibit F		Trademark Assignment
Exhibit G		Domain Name Assignment
Exhibit H		Patent Assignment
Exhibit I		Employment Agreement
Exhibit J		Guaranty

ASSET PURCHASE AGREEMENT

          THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of this 20 ^th day of December, 2007, is by and between Williams Advanced Materials Inc., a New York corporation (the “ Purchaser ”), and Techni-Met, Inc., a Connecticut corporation (the “ Seller ”).

RECITALS

          A. The Seller is engaged in the business of manufacturing precision coated materials, including the vacuum deposition of inorganic materials onto flexible polymeric films (the “ Business ”);

          B. J&M Equipment Leasing, LLC, a Connecticut limited liability company (“ J&M Equipment ”), has entered into a Purchase and Sale Agreement dated as of the date of this Agreement (the “ J&M Equipment Agreement ”) pursuant to which J&M Equipment will sell to the Seller the equipment currently leased by J&M Equipment to the Seller, as more particularly described below;

          C. The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, all of its right, title and interest in and to the Purchased Assets (as hereinafter defined);

          D. The Seller desires to transfer to the Purchaser, and the Purchaser desires to accept and assume from the Seller, the Assumed Liabilities (as hereinafter defined); and

          NOW, THEREFORE, in consideration of the mutual promises and representations and subject to the terms and conditions herein contained, and other good and valuable consideration, had and received, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

          “ Acquisition Proposal ” has the meaning set forth in Section 8.6 .

          “ Affiliate ” of any Person means any Person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

          “ Ancillary Agreements ” means the Escrow Agreement, the Bill of Sale, the Assumption Agreement, the Non-Competition Agreement, the Leases and each agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Purchaser or the Seller in connection with the consummation of the transactions contemplated by this Agreement, in each case only as applicable to the relevant party or parties to such Ancillary Agreement, as indicated by the context in which such term is used.

          “ Agreed Accounting Principles ” has the meaning set forth in Section 4.3(b) .

          “ Agreement ” has the meaning set forth in the preamble.

          “ Arbitration Firm ” means KPMG, or if such firm is unable to or unwilling to act in such capacity, the Arbitration Firm will be such other firm selected by an agreement of the Purchaser and the Seller.

          “ Assumed Contracts ” has the meaning set forth in Section 2.1(g) .

          “ Assumed Liabilities ” has the meaning set forth in Section 3.1 .

          “ Assumption Agreement ” has the meaning set forth in Section 5.2(c) .

          “ Balance Sheet ” has the meaning set forth in Section 3.1(a) .

          “ Book Value Precious Metal Inventory ” means the book value of the Seller’s Precious Metal inventory used to calculate the Estimated NWC.

          “ Brush ” means Brush Engineered Materials, Inc., an Ohio corporation.

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

          “ Claims Notice ” has the meaning set forth in Section 11.2(a) .

          “ Closing ” has the meaning set forth in Section 5.1 .

          “ Closing Date ” has the meaning set forth in Section 5.1 .

          “ Closing FMV Precious Metal Inventory ” has the meaning set forth in Section 4.4(a) .

          “ Closing Purchase Price ” has the meaning set forth in Section 4.2 .

          “ Closing Working Capital ” has the meaning set forth in Section 4.4(a) .

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

          “ Confidentiality Agreement ” means that certain Confidentiality Agreement dated August 14, 2006 between Brush and the Seller.

          “ Consents ” has the meaning set forth in Section 8.4(a) .

          “ Contract ” has the meaning set forth in Section 6.15 .

          “ Controlled Group ” has the meaning set forth in Section 6.13(a) .

          “ Deductible ” has the meaning set forth in Section 11.3(b) .

          “ Employee Benefit Plans ” has the meaning set forth in Section 6.13(a) .

          “ Employment Agreements ” has the meaning set forth in Section 5.2(m) .

          “ Environment ” means soil, surface water, groundwater, air, land, stream sediments and surface or subsurface strata.

          “ Environmental Condition ” means (a) any condition of the Environment with respect to the Leased Real Property arising, existing or occurring prior to the Closing Date, (b) with respect to any real property previously owned, leased or operated by the Seller in connection with the Business to the extent such condition existed or occurred at the time of such ownership, lease or operations, or (c) with respect to any other Real Property at which any Hazardous Material generated by the operation of the Business prior to the Closing Date has been treated, stored or disposed of, which, in the case of any of (a), (b) or (c), violates any Environmental Law, or even though not violative of any Environmental Law, nevertheless results in any Release or Threat of Release.

          “ Environmental Law ” means any Law or common law relating to health and safety or protection of the Environment, Releases of Hazardous Materials or injury to persons relating to Releases of Hazardous Materials, as the same exists as of the Closing Date.

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

          “ Escrow Agreement ” means that certain escrow agreement, dated as of the Closing Date, by and among the Purchaser, the Seller, and JPMorgan Chase Bank (the “ Escrow Agent ”), in substantially the form attached hereto as Exhibit A .

          “ Escrow Amount ” means $9,000,000.

          “ Estimated FMV Precious Metal Inventory ” has the meaning set forth in Section 4.3(c) .

          “ Estimated NWC ” has the meaning set forth in Section 4.3(b) .

          “ Estimated NWC Adjustment ” has the meaning set forth in Section 4.3(b) .

          “ Estimated NWC Statement ” has the meaning set forth in Section 4.3(b) .

          “ Excluded Representations ” means the representations and warranties contained in Sections 6.1 (Existence and Good Standing), 6.2 (Power), 6.3 (Enforceability), the second sentence of Section 6.6(b) (Real Property), the second sentence of Section 6.7 (Personal Property), the first sentence of Section 6.17(b) (Intellectual Property), 6.20 (Taxes) and 6.25 (Brokers).

          “ Expiration Date ” has the meaning set forth in Section 11.3(a) .

          “ Fair Market Value ”, with respect to any Precious Metal, means the bank spot price therefor as quoted by Scotia Bank for the time of Closing.

          “ Final Purchase Price ” means an amount equal to the Closing Purchase Price as adjusted to reflect the differences, if any, between (a) Estimated NWC and Closing Working Capital and (b) Closing FMV Precious Metal Inventory and Estimated FMV Precious Metal

Inventory, and as further adjusted in accordance with Section 8.5(b) . For clarification purposes, in calculating the Final Purchase Price, in addition to any adjustments required pursuant to Section 8.5(b) , the Closing Purchase Price shall be (x) increased dollar for dollar to the extent (1) Closing Working Capital exceeds the Estimated NWC and (2) Closing FMV Precious Metal Inventory exceeds Estimated FMV Precious Metal Inventory and (y) decreased dollar for dollar to the extent (1) the Estimated NWC exceeds Closing Working Capital and (2) Estimated FMV Precious Metal Inventory exceeds Closing FMV Precious Metal Inventory.

          “ Financial Statements ” has the meaning set forth in Section 6.18(a) .

          “ GAAP ” means U.S. generally accepted accounting principles as they exist as of the date of this Agreement.

          “ Governmental Authority ” means any government or political subdivision or regulatory body, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal state, local or foreign court or arbitrator.

          “ Gross Purchase Price ” has the meaning set forth in Section 4.1 .

          “ Guarantee ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing or otherwise supporting in whole or in part the payment of any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligations of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). The term “Guarantee” used as verb has a correlative meaning.

          “ Hazardous Material ” means any pollutant, toxic substance (including friable asbestos), hazardous waste, hazardous material, hazardous substance, contaminant, petroleum and petroleum-containing materials, radiation and radioactive materials, leaded paints, toxic mold and any other harmful biological agents, and polychlorinated biphenyls as defined in, the subject of, or that could give rise to liability under, any Environmental Law.

          “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

          “ Indebtedness ” of any Person means: either (a) any liability of any Person other than an account payable (i) for borrowed money (including the current portion thereof), or (ii) under any reimbursement obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, or (iii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), or (iv) under interest rate swap, hedging or similar agreements, or (b) any liability of others described in the preceding clause (a) that such Person has Guaranteed, that is recourse to such Person or any of its assets or that is otherwise its legal liability or that is

secured in whole or in part by the assets of such Person. For purposes of this Agreement, Indebtedness includes (A) any and all accrued interest, success fees, prepayment premiums, make-whole premiums or penalties, and fees or expenses actually incurred (including attorneys’ fees) associated with the prepayment of any Indebtedness, and (B) any and all amounts owed by the Seller to any of its Affiliates.

          “ Indemnified Party ” has the meaning set forth in Section 11.2(a) .

          “ Indemnifying Party ” has the meaning set forth in Section 11.2(a) .

          “ Information Systems ” means all computer hardware, databases and data storage systems, computer, data, database and communications networks (other than the Internet), architecture interfaces and firewalls (whether for data, voice, video or other media access, transmission or reception) and other apparatus used to create, store, transmit, exchange or receive information in any form. The foregoing notwithstanding, the Seller’s Information Systems do not include any wiring contained within or appended to the walls of any building located on the Leased Real Property.

          “ Intellectual Property ” means any and all patents and patent applications; trademarks, trade names, fictitious business names, service marks, certification marks, collective marks, Internet domain names and uniform resource locators, and other proprietary rights to words, names, slogans, symbols, logos, devices, sounds, other things or combination thereof used to identify, distinguish and indicate the source or origin of goods or services and the goodwill associated with the foregoing; inventions, discoveries, ideas, processes, designs, models, formulae, patterns, compilations, programs, devices, methods, techniques, processes, know-how, proprietary information, customer lists, software code, technical information, data and databases, drawings and blueprints, trade secrets and all information and materials that would constitute a trade secret under applicable law; copyrights, copyrightable works, mask work rights and rights in databases, data collections and software; all other intellectual property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature or having similar effect in any jurisdiction throughout the world; all registrations and applications for registration of the foregoing; and any provisionals, renewals, extensions, continuations, divisionals, reexaminations or reissues or equivalent or counterpart of the foregoing.

          “ Interim Financial Statements ” has the meaning set forth in Section 6.18(a) .

          “ Inventory Excess ” has the meaning set forth in Section 4.3(c) .

          “ Inventory Shortfall ” has the meaning set forth in Section 4.3(c) .

          “ IRS ” means the Internal Revenue Service.

          “ J&M Equipment ” has the meaning set forth in the Recitals.

          “ J&M Equipment Agreement ” has the meaning set forth in the Recitals.

          “ Key Employees ” has the meaning set forth in Section 5.2(m) .

          “ Knowledge of the Seller ” means the actual knowledge of any of Jerome M. Scharr, Michael J. Scharr, Jeffrey Bouchard or Robert Newton, in each case after due inquiry.

          “ Law ” means any law, statute, code, ordinance, rule, regulation or other requirement of any Governmental Authority.

          “ Leased Real Property ” means the Real Property located at 300 Lamberton Road, Windsor, Connecticut (the “ Windsor Property ”) and Building 30, 30 East Newbury Road, Bloomfield, Connecticut (the “ Bloomfield Property ”).

          “ Leases ” has the meaning set forth in Section 5.2(l) .

          “ Liability Claim ” has the meaning set forth in Section 11.2(a) .

          “ Lien ” means any mortgage, lien, pledge, encumbrance, security interest, claim, charge or defect in title.

          “ Litigation Conditions ” has the meaning set forth in Section 11.2(b) .

          “ Losses ” has the meaning set forth in Section 11.1(a) .

          “ Material Adverse Effect ” means any change or effect having a material adverse effect on the Seller, the Business, the Purchased Assets or the liabilities, results of operations, condition (financial or otherwise), prospects or employee or customer relations of the Seller; provided , however, that no adverse change, effect, event, occurrence, state of facts or development (a) attributable to either conditions affecting the industries as a whole in which the Seller participates or the United States’ economy as a whole, in each case except to the extent none of the Seller, the Business or the Purchased Assets are disproportionately affected by such change, effect, event, occurrence, state of facts or development or (b) arising from or relating to compliance with the terms of, or the taking of any action required by, this Agreement shall be taken into account in determining whether there has been, or will be, a Material Adverse Effect.

          “ Material Customers ” has the meaning set forth in Section 6.21(a) .

          “ Material Suppliers ” has the meaning set forth in Section 6.21(b) .

          “ Net Working Capital ” means the amount by which (a) the cash, receivables, inventory and other current assets of the Seller included in the Purchased Assets exceeds (b) the trade payables, customer deposits and accrued expenses of the Seller included in the Assumed Liabilities.

          “ Non-Competition Agreement ” has the meaning set forth in Section 5.2(d) .

          “ Objection Notice ” has the meaning set forth in Section 4.4(b) .

          “ Order ” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

          “ Ordinary Course of Business ” means the ordinary and usual course of day-to-day operations of the Business as conducted by the Seller consistent with past custom and practice (including with respect to quantity and frequency), provided, however, that any course of action taken by the Seller between the execution of this Agreement and the completion of the Closing which is required by or expressly contemplated by this Agreement shall not be deemed to be out of the Ordinary Course of Business.

          “ Permit ” means any permit, license, registration, approval, consent, or authorization issued by a Governmental Authority.

          “ Permitted Liens ” (a) Liens for current Taxes that are not due and payable as of the Closing Date, and (b) those matters described in Schedule 1.1 .

          “ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, Governmental Authority or other entity.

          “ Personal Property Taxes ” means personal property Taxes and ad valorem Taxes with respect to the Purchased Assets.

          “ Precious Metal ” means gold, palladium, platinum or silver.

          “ Proceeding ” means any complaint, action, lawsuit, hearing, investigation, charge, audit, claim or demand.

          “ Purchased Assets ” has the meaning set forth in Section 2.1 .

          “ Purchased Intellectual Property ” has the meaning set forth in Section 2.1(f) .

          “ Purchase Price ” has the meaning set forth in Section 4.1 .

          “ Purchaser ” has the meaning set forth in the preamble.

          “ Real Property ” means any and all of the Seller’s real property and interests in real property, including the Leased Real Property and any other subleaseholds, purchase options, easements, licenses, rights to access and rights of way and any other real property otherwise owned, occupied, or used by the Seller in connection with the Business.

          “ Real Property Taxes ” means real property Taxes, ad valorem Taxes, general assessments and special assessments with respect to the Leased Real Property.

          “ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping of a Hazardous Material into the Environment (including, without limitation, the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials) and any condition that results in the exposure of a Person to a Hazardous Material.

          “ Retained Assets ” has the meaning set forth in Section 2.2 .

          “ Retained Liabilities ” has the meaning set forth in Section 3.2 .

          “ Returns ” means any report, return, declaration or other information (including any related schedules or statements) required to be filed or supplied to a Taxing Authority.

          “ Selling Expenses ” means all (a) unpaid costs, fees and expenses of outside professionals incurred by the Seller relating to the process of selling the Purchased Assets whether incurred in connection with this Agreement or otherwise, including, without limitation, all legal fees, accounting, tax and investment banking fees and expenses, (b) bonuses payable to employees, agents and consultants of and to the Seller as a result of the transactions contemplated by this Agreement and unpaid by the Seller as of the Closing Date and (c) severance obligations owed by the Seller to employees, agents and consultants of and to the Seller triggered prior to or as a result of the transactions contemplated by this Agreement, including with respect to clauses (b) and (c) the employer portion of any payroll Taxes.

          “ Seller ” has the meaning set forth in the preamble.

          “ Seller Basis of Accounting ” means the income tax basis of accounting as consistently applied by the Seller in the preparation of the Financial Statements.

          “ Target Working Capital ” means $30,522,000 less an amount equal to any distribution made to the Seller’s shareholders to fund their federal and state income tax obligations on account of the Seller’s net income generated during the fourth calendar quarter of 2007 calculated without regard to any of the transactions contemplated hereby.

          “ Tax ” means (a) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Law or Taxing Authority, (b) any liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other entity, (c) any liability for the payment of any of the foregoing amounts as a result of being a party to any agreements or arrangements (whether or not written) or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person, and (d) any liability for the payment of any of the foregoing types as a successor or transferee.

          “ Taxing Authority ” means any Governmental Authority responsible for the administration or imposition of any Tax.

          “ Threat of Release ” means a substantial likelihood of a Release that requires action to prevent or mitigate damage or injury to health, safety or the Environment that might result from such Release.

          “ Transferred Employees ” has the meaning set forth in Section 8.11(a) .

          “ Transfer Taxes ” has the meaning set forth in Section 8.5(c) .

          “ Working Capital Statement ” has the meaning set forth in Section 4.4(a) .

ARTICLE 2: PURCHASE AND SALE OF ASSETS

           2.1 Assets to be Transferred . On the Closing Date, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Seller’s right, title and interest in and to all assets, rights and properties of every nature, kind and description, whether tangible or intangible, owned, leased or licensed, real, personal or mixed used in or held for use in the Business (collectively, the “ Purchased Assets ”) free and clear of all Liens other than Permitted Liens, excluding the Retained Assets, and including, without limitation, the following:

          (a) all cash and cash equivalents;

          (b) all accounts and notes receivable, including, without limitation, any and all payments received with respect thereto after the Closing Date;

          (c) all inventory, including raw materials, work-in-process and finished goods;

          (d) all prepaid expenses and other current assets, including those set forth on Schedule 2.1(d) ;

          (e) all personal property, including machinery, equipment, tools, dies, cranes, fixtures, compressors, vehicles, furniture, computers and maintenance parts, including, without limitation, the equipment that is the subject of the J&M Equipment Agreement;

          (f) all Intellectual Property owned, held or used by the Seller, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sue, collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including, without limitation, the Intellectual Property listed on Schedule 6.17(a) (all of the foregoing described in this Section 2.1(f) collectively, the “ Purchased Intellectual Property ”);

          (g) Subject to Section 8.4 , (i) the Contracts set forth on Schedule 2.1(g) , (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “ Assumed Contracts ”);

          (h) all Permits, franchises, certificates of authority, certificates of occupancy, and building, safety, fire and health approvals, or any waiver of any of the foregoing, issued to the Seller by any Governmental Authority to the extent transferable to the Purchaser; and

          (i) except for the corporate minute books, stock records and tax records of the Seller, all business and employment records of the Seller, including, without limitation, all books, records, ledgers, files, documents, but excluding any “personnel file” or “medical records” as such terms are defined in Sec. 31-128a of the Connecticut General Statutes, as amended; warranties for all machinery and equipment included in the Purchased Assets and guarantees from all manufacturers and suppliers relating to any of the Purchased Assets, to the extent transferable; and correspondence, lists (including, without limitation, customer lists, in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by the Seller.

           2.2 Retained Assets . Notwithstanding anything in this Agreement to the contrary, the Seller shall retain only the assets, rights and properties listed on Schedule 2.2 (collectively, the “ Retained Assets ”). The Purchaser will in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire or have any right to purchase or acquire) any interest whatsoever in any of the Retained Assets.

ARTICLE 3: LIABILITIES

           3.1 Assumed Liabilities . On the Closing Date, the Purchaser shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due only those liabilities of the Seller forth below (collectively, the “ Assumed Liabilities ”):

          (a) (i) all liabilities and obligations of the Seller reflected on the balance sheet dated as of October 31, 2007 (as attached hereto as Exhibit B , the “ Balance Sheet ”), but only to the extent that such liabilities and obligations constitute trade payables, customer deposits and accrued expenses (other than any accrued Indebtedness of the Seller, Selling Expenses of the Seller, Taxes payable by the Seller, accrued liabilities owed to employees of the Seller except to the extent set forth in Sections 8. 11(e)(i) and 8.11(f) and any accrued liabilities owed to any of its Affiliates), (ii) all liabilities and obligations of the Seller incurred since the date of the Balance Sheet arising in the Ordinary Course of Business to the extent that such liabilities and obligations relate to trade payables, customer deposits and accrued expenses (other than any accrued Indebtedness of the Seller, Selling Expenses of the Seller, Taxes payable by the Seller, accrued liabilities owed to employees of the Seller except to the extent set forth in Sections 8. 11(e)(i) and 8.11(f) and any accrued liabilities owed to any of its Affiliates), and (iii) any other liability or obligation of the Seller to the extent taken into account in the determination of Net Working Capital;

          (b) all liabilities and obligations of the Seller arising under or related to the Assumed Contracts (including without limitation all remaining obligations of the Seller to provide product to Nikko Materials USA, Inc. (d/b/a Gould Electronics)

pursuant to that certain Machine Interest Purchase Agreement dated as of February 15, 2005 between Nikko Materials USA, Inc. and the Seller); provided, however, that the Purchaser will not assume or be responsible for any such liabilities or obligations to be performed on or prior to the Closing Date (other than to the extent the same constitute trade payables or accrued expenses contemplated by Section 3.1(a) ) or that arise from breaches of such Assumed Contracts by the Seller or defaults under such Assumed Contracts by the Seller, all of which liabilities and obligations constitute Retained Liabilities; and

          (c) The obligations of the Seller with respect to the Transferred Employees contemplated to be discharged by the Purchaser in Sections 8. 11(e)(i) and 8.11(f) .

           3.2 Retained Liabilities . The Assumed Liabilities will not include, and the Purchaser will not assume, any liability or obligation of the Seller unless such liability or obligation is specifically identified in Section 3.1 , and without in any way limiting the generality of the foregoing the Assumed Liabilities will not include the liabilities listed on Schedule 3.2 (collectively, the “ Retained Liabilities ”). The Retained Liabilities will be retained by and remain the obligations of the Seller.

ARTICLE 4: PURCHASE PRICE

           4.1 Purchase Price . In full consideration for the Purchased Assets, the Purchaser shall (a) pay or cause to be paid to the Seller an amount in cash equal to $84,300,000 (the “ Gross Purchase Price ”), as adjusted in accordance with this Article 4 and Section 8.5(b) below and (b) assume the Assumed Liabilities (collectively, the “ Purchase Price ”).

           4.2 Closing Payments . On the Closing Date and subject to final adjustment in accordance with this Article 4 , the Purchaser shall (a) pay or cause to be paid to the Seller the Gross Purchase Price plus any positive Estimated NWC Adjustment plus any Inventory Excess less any negative Estimated NWC Adjustment less any Inventory Shortfall (subject to further adjustment as provided in Section 4.4 and Section 8.5(b) , the “ Closing Purchase Price ”) less the Escrow Amount and (b) assume the Assumed Liabilities. On the Closing Date, the Purchaser shall pay, or cause to be paid, the Escrow Amount into an escrow account pursuant to the terms of the Escrow Agreement.

           4.3 Estimated Closing Date Adjustments .

          (a) On or about December 31, 2007 the parties shall mutually conduct a physical inventory of all of the Seller’s inventory as it exists as of such date. The results of such physical inventory shall be rolled forward from such date to the Closing Date to account for inventory acquired, created, consumed and sold by the Seller during such period in the manner identified on Schedule 4.3(a) .

          (b) On the Closing Date the Seller shall in good faith prepare and deliver to the Purchaser a statement (the “ Estimated NWC Statement ”) setting forth an estimated calculation of the Net Working Capital as of the close of business on the day prior to the Closing Date (the “ Estimated NWC ”) and of the amount obtained by

subtracting the Estimated NWC minus the Target Working Capital (the “ Estimated NWC Adjustment ”). The Estimated NWC Statement must be prepared in accordance with the “ Agreed Accounting Principles ,” which will consist of the Seller Basis of Accounting and the principles set forth on Schedule 4.3(b) ; provided that to the extent that the Seller Basis of Accounting and the principles set forth on Schedule 4.3(b) conflict, the principles set forth on Schedule 4.3(b) will control. If the Estimated NWC Adjustment is a negative number, the Gross Purchase Price will be reduced by the amount of the Estimated NWC Adjustment, subject to further adjustment as provided in Sections 4.3(c) , 4.4 and 8.5(b) . If the Estimated NWC Adjustment is a positive number, the Gross Purchase Price will be increased by the amount of the Estimated NWC Adjustment, subject to further adjustment as provided in Sections 4.3(c) , 4.4 and 8.5(b) .

          (c) On the Closing Date the Seller and the Purchaser shall mutually agree on a good faith estimate of the Fair Market Value of the Precious Metal in the Seller’s inventory as of the close of business on the day prior to the Closing Date (the “ Estimated FMV Precious Metal Inventory ”). If the Estimated FMV Precious Metal Inventory is less than the Book Value Precious Metal Inventory, as identified on the Estimated NWC Statement, the Gross Purchase Price will be reduced by the amount of such shortfall (the “ Inventory Shortfall ”), subject to further adjustment as provided in Sections 4.4 and 8.5(b) . If the Estimated FMV Precious Metal Inventory is greater than the Book Value Precious Metal Inventory, as identified on the Estimated NWC Statement, the Gross Purchase Price will be increased by the amount of such excess (the “ Inventory Excess ”), subject to further adjustment as provided in Sections 4.4 and 8.5(b) .

           4.4 Definitive Purchase Price Adjustments .

          (a) Within 90 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a working capital statement (the “ Working Capital Statement ”), setting forth (i) the calculation of the Net Working Capital as of the close of business on the day prior to the Closing Date (the “ Closing Working Capital ”) and (ii) the Fair Market Value of the Seller’s Precious Metal inventory as of the Closing (“ Closing FMV Precious Metal Inventory ”). The Working Capital Statement must be prepared in accordance with the Agreed Accounting Principles.

          (b) Within 30 days following receipt by the Seller of the Working Capital Statement, the Seller shall deliver written notice (an “ Objection Notice ”) to the Purchaser of any dispute it has with respect to the preparation or content of such statement. An Objection Notice must describe in reasonable detail the items contained in the Working Capital Statement that the Seller disputes and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by the Seller. If the Seller does not deliver an Objection Notice with respect to the Working Capital Statement within such 30 day period, such statement will be final, conclusive and binding on the parties. In the event that the Seller delivers a timely Objection Notice, the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If the Purchaser and the Seller, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the Seller delivers an Objection Notice, then the Purchaser and the Seller, jointly, shall engage the Arbitration Firm to resolve such

dispute. As promptly as practicable thereafter (and, in any event, within 15 days after the Arbitration Firm’s engagement), the Seller shall submit any unresolved elements of its objection to the Arbitration Firm in writing (with a copy to the Purchaser), supported by any documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within 15 days following the Seller’s submission of such unresolved elements), the Purchaser shall submit its response to the Arbitration Firm (with a copy to the Seller) supported by any documents and arguments upon which it relies. The Purchaser and the Seller shall request that the Arbitration Firm render its determination within 15 days following its receipt of the Purchaser’s response. The scope of the disputes to be resolved by the Arbitration Firm is limited to the unresolved items in the Objection Notice. In resolving any disputed item, the Arbitration Firm may not assign a value to any item greater than the greatest value claimed for such item by either party or less than the smallest value claimed for such item by either party. All determinations made by the Arbitration Firm will be final, conclusive and binding on the parties. The Purchaser and the Seller shall share equally the fees and expenses of the Arbitration Firm.

          (c) For purposes of complying with the terms set forth in this Section 4.4 , each party shall cooperate with and make available to the other party and its representatives all relevant information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Working Capital Statement and the resolution of any disputes thereunder.

          (d) If the Final Purchase Price (as finally determined pursuant to Section 4.4(b) ) is less than the Closing Purchase Price, then the Seller shall pay to the Purchaser by means of a wire transfer of immediately available funds to an account designated in writing by the Purchaser an amount in cash equal to such shortfall. Such payment must be made within five business days of the date on which Final Purchase Price is finally determined pursuant to Section 4.4(b) .

          (e) If the Final Purchase Price (as finally determined pursuant to Section 4.4(b) ) is greater than the Closing Purchase Price, then the Purchaser shall pay to the Seller by means of a wire transfer of immediately available funds to an account designated in writing by the Seller an amount in cash equal to such excess. Such payment must be made within five business days of the date on which Final Purchase Price is finally determined pursuant to Section 4.4(b) .

           4.5 Allocation of Purchase Price . The Purchase Price (including the Assumed Liabilities included in the amount realized for federal income tax purposes) will be allocated among the Purchased Assets in accordance with their fair market values as determined using the methodology set forth on Schedule 4.5 attached hereto, which the parties agree complies with Section 1060 of the Code. Each of the parties hereto shall report the purchase and sale of the Purchased Assets and the Assumed Liabilities in accordance with the fair market values determined pursuant to Schedule 4.5 for all income Tax purposes. The Purchaser and the Seller shall each adopt and utilize the fair market values determined pursuant to Schedule 4.5 for purposes of filing IRS Form 8594 and all other Returns filed by each of them (unless otherwise required by Law), and neither of them will voluntarily take any position inconsistent therewith upon examination of any such Return, in any Proceeding or otherwise with respect to such

Returns. The Purchaser and the Seller each agree to provide the other promptly with any other information required to complete Form 8594. Schedule 4.5 shall be amended in accordance with applicable Law as the parties jointly agree in writing.

ARTICLE 5: CLOSING

           5.1 Closing . The closing of the transactions contemplated hereby (the “ Closing ”) will take place at the offices of Jones Day, 901 Lakeside Avenue, Cleveland, Ohio not later than the fifth business day after which the last of the conditions set forth in Article 9 have been satisfied or waived (other than those conditions that are to be satisfied at the Closing) or on such other date or at such other location that the Purchaser and the Seller agree to in writing (the “ Closing Date ”).

           5.2 Deliveries by the Seller . On the Closing Date, the Seller shall deliver to the Purchaser the following items:

          (a) the Escrow Agreement, duly executed by the Seller;

          (b) the Bill of Sale, in substantially the form attached hereto as Exhibit C , duly executed by the Seller;

          (c) an assumption agreement, in substantially the form attached hereto as Exhibit D (the “ Assumption Agreement ”), duly executed by the Seller;

          (d) a non-competition agreement, in substantially the form attached hereto as Exhibit E (the “ Non-Competition Agreement ”), duly executed by the shareholders of the Seller;

          (e) possession of the Purchased Assets;

          (f) a reasonably current certificate of legal existence of the Seller issued by the Secretary of State of its state of incorporation;

          (g) copies of resolutions of the board of directors and shareholders of the Seller approving the execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is to be a party, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of the Seller;

          (h) appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Purchaser to extinguish all Liens on the Purchased Assets, in each case other than the Permitted Liens;

          (i) a certificate in form and substance satisfactory to the Purchaser executed by the Seller certifying that it is not a “foreign person” as defined in Section 1445 of the Code;

          (j) all consents, assignments and approvals from, and all necessary filings with and notices to, any Person set forth on Schedule 5.2(j) , in each case in a form reasonably satisfactory to the Purchaser;

          (k) assignments transferring to the Purchaser the Purchased Intellectual Property, in substantially the forms attached hereto as Exhibit F (Trademark Assignment), Exhibit G (Domain Name Assignment) and Exhibit H (Patent Assignment);

          (l) leases for the Windsor Property and the Bloomfield Property that are structured at market rates, in a form mutually acceptable to the Purchaser and the lessors (collectively, the “ Leases ”), duly executed by J & M Real Estate Leasing, LLC (in the case of the Windsor Property) and JMS Newberry, LLC (in the case of the Bloomfield Property);

          (m) employment agreements by and between the Purchaser and each of Robert Newton and Jeffrey Bouchard (the “ Key Employees ”), in substantially the form attached hereto as Exhibit I (the “ Employment Agreements ”), duly executed by each of the Key Employees;

          (n) a guaranty, in substantially the form attached hereto as Exhibit J , by each of the shareholders of the Seller agreeing to guaranty the Seller’s indemnity obligations contained in this Agreement;

          (o) certificates of title to all motor and other titled vehicles included in the Purchased Assets, duly endorsed for transfer to the Purchaser as of the Closing Date;

          (p) the certificates required by Sections 9.2(a) and 9.2(b) ;

          (q) evidence satisfactory to the Purchaser that the Seller has waived all of its rights to enforce the noncompetition provisions contained in the following agreements: (i) Amended and Restated Incentive Unit Agreement with Robert Newton, (ii) Amended and Restated Incentive Unit Agreement with Jeffrey Bouchard, and (iii) Confidentiality, Noncompete and Nondisclosure Agreements signed by each of the Transferred Employees; and

          (r) such other documents and instruments as the Purchaser reasonably requests to consummate the transactions contemplated hereby.

           5.3 Deliveries by the Purchaser . On the Closing Date, the Purchaser shall deliver to the Seller the following items:

          (a) the Closing Purchase Price;

          (b) the Escrow Agreement, duly executed by the Purchaser (or its Affiliate) and the Escrow Agent, with the Escrow Amount paid to the Escrow Agent;

          (c) the Bill of Sale, duly executed by the Purchaser (or its Affiliate);

          (d) the Assumption Agreement, duly executed by the Purchaser (or its Affiliate);

          (e) the Non-Competition Agreement, duly executed by the Purchaser (or its Affiliate);

          (f) the Leases, duly executed by the Purchaser (or its Affiliate);

          (g) the Employment Agreements, duly executed by the Purchaser (or its Affiliate);

          (h) the certificates required by Sections 9.3(a) and 9.3(b) ; and

          (i) such other documents and instruments as the Seller reasonably requests to consummate the transactions contemplated hereby.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF THE SELLER

          The Seller represents and warrants to the Purchaser as follows:

           6.1 Existence and Good Standing . The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation and is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions set forth on Schedule 6.1 , which are the only jurisdictions in which the Seller is required to be so qualified. The Seller has delivered to the Purchaser true, correct and complete copies of its organizational documents, each as currently in effect and reflecting any and all amendments thereto through the Closing Date. Such organizational documents are in full force and effect and the Seller is not in violation of any provision thereof.

           6.2 Power . The Seller has the requisite power and authority to (a) own, operate and lease its properties and assets as and where currently owned, operated and leased, and (b) carry on its business as currently conducted. The Seller has the requisite power and authority to execute, deliver and perform fully its obligations under this Agreement and the Ancillary Agreements. No further action on the part of the Seller is or will be required in order for the Seller to have the requisite corporate power and authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements.

           6.3 Enforceability . The Seller’s execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation by the Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary board of director and shareholder action on the part of the Seller, and constitute the valid and legally binding obligations of the Seller enforceable against the Seller in accordance with their terms.

           6.4 No Conflict . Except as set forth on Schedule 6.4 , neither the Seller’s execution of this Agreement or the Ancillary Agreements, nor the performance by the Seller of its obligations hereunder or thereunder will (a) violate or conflict with the Seller’s organizational documents or any Law or Order, (b) violate, conflict with or result in a breach or termination of, or otherwise give any Person additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of any note, deed, lease, instrument, security agreement, mortgage, commitment, contract, agreement,

license or other instrument or oral understanding to which the Seller is a party or by which any of the Purchased Assets are bound, or (c) result in the creation or imposition of any Lien with respect to, or otherwise have an adverse effect upon, any of the Purchased Assets.

           6.5 Consents . Except as set forth on Schedule 6.5 , no consent, approval or authorization of, or any notice to, any Person is required in connection with the execution and delivery by the Seller of this Agreement or the Ancillary Agreements or the consummation by the Seller of the transactions contemplated hereby or thereby.

           6.6 Real Property .

          (a) The Seller does not own any real property.

          (b) The Leased Real Property constitutes all Real Property used or occupied for the operation of the Business. The Seller has a valid and enforceable leasehold interest in all of the Leased Real Property. No portion of the Leased Real Property is leased or subleased to any third party, and no third party is in possession of any of the Leased Real Property. The Seller has provided the Purchaser with accurate, correct and complete copies of all written leases and other agreements relating to the Leased Real Property, including all amendments related thereto, and through the notes to the Financial Statements summaries of the material terms of all un-written arrangements with respect to the Leased Real Property. The Seller is in peaceable possession of the Leased Real Property.

          (c) None of the Leased Real Property is subject to any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments which materially and adversely affect the value to the Business of the leasehold interest therein or which materially interfere with or impair the present and continued use thereof in the usual and normal conduct of the Business as currently conducted. Except as set forth on Schedule 6.6(c) , the Leased Real Property is in good condition and repair (subject to normal wear and tear) and is sufficient for the operation of the Business as it is currently conducted. Except as set forth on Schedule 6.6(c) , all of the Leased Real Property has been maintained and repaired consistent with past practice in a manner that is appropriate for the continued operation of the Business. The Seller has not contracted for any material to be furnished or labor to be performed in connection with any improvements located on the Leased Real Property for which (i) such work has not been completed, (ii) such material has not been furnished or (iii) payment has not been made.

          (d) Neither the whole nor any portion of the Leased Real Property has been condemned, requisitioned or otherwise taken by any public authority, no notice of any such condemnation, requisition or taking has been received and, to the Knowledge of the Seller, no such condemnation, requisition or taking of the Leased Real Property is threatened. There are no public improvements pending or, to the Knowledge of the Seller, threatened that may result in special assessments against or otherwise affecting the Leased Real Property. Each building or other facility located at the Leased Real Property currently is served by gas, electricity, water, sewage and waste disposal and other utilities adequate to operate such building or facility in accordance with its current use, and none

of the utility companies serving any such building or facility has threatened the Seller with any reduction in service. All of said utilities are installed and operating and all installation and connection charges have been paid for in full.

          (e) The Leased Real Property is in material compliance with, and all buildings, structures, other improvements and fixtures on such Leased Real Property and the operations of the Business in or about any Leased Real Property therein conducted, conform in all material respects to all applicable health, fire, safety, zoning and building Laws and all applicable covenants, conditions and restrictions. The Leased Real Property includes all rights to any off-site facilities necessary to ensure compliance with all applicable Laws. The zoning of each parcel of Leased Real Property permits the existing improvements and the continued operation of the Business by the Purchaser at such sites following the Closing in the manner operated by the Seller prior to the Closing. The Seller has all easements and rights necessary or appropriate to conduct the Business at the Leased Real Property.

           6.7 Personal Property . The Seller and J&M Equipment have entered into the J&M Equipment Agreement pursuant to which J&M will immediately prior to the Closing convey to the Seller the equipment listed on Schedule 6.7 . The Seller has (or will have immediately prior to the Closing, in the case of the equipment listed on Schedule 6.7 ) good and marketable title to, or valid and enforceable leasehold or license interests in, all of the Purchased Assets, in each case free and clear of all Liens other than Permitted Liens. The tangible Purchased Assets other than inventory are in good condition and repair (subject to normal wear and tear) and are sufficient for the operation of the Business as it is currently conducted. All of the tangible Purchased Assets other than inventory have been maintained, repaired and replaced consistent with past practice in a manner that is appropriate for the continued operation of the Business.

           6.8 Necessary Property . The Purchased Assets, when transferred to the Purchaser, and the Leased Real Property, when leased to the Purchaser, will be adequate and sufficient to permit the Purchaser to conduct the Business as conducted by the Seller prior to the Closing Date. The Seller is the only entity through which the Business is conducted, and the Seller does not own, lease or use any assets in the conduct of the Business other than the Leased Real Property, the Purchased Assets and the Retained Assets. No Affiliate of the Seller owns or uses any assets used or useful in the Business, other than the Leased Real Property and the machinery and equipment that is the subject of the J&M Equipment Agreement.

           6.9 Litigation . There is no instance in which the Seller, in connection with the operation of the Business or the Purchased Assets, is (a) subject to any unsatisfied Order or (b) a party, or, to the Knowledge of the Seller, is threatened to be made a party, to any Proceeding. There are no Proceedings pending or, to the Knowledge of the Seller, threatened that question the validity of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby.

           6.10 Compliance with Laws and Orders . The Seller is now, and, to the Knowledge of the Seller, has been during the preceding five years, in material compliance with all Laws and Orders applicable to the Purchased Assets and the Business. The Seller does not

have Knowledge of any proposed Law or Order that would be applicable to the Purchased Assets or the Business and that would have a Material Adverse Effect.

           6.11 Conduct of Business . Since December 31, 2006, the Seller has conducted the Business in the Ordinary Course of Business (apart from entry into this Agreement and discussions with Brush and its Affiliates, including the Purchaser, leading thereto), and there has not been any material adverse change in the operation of the Business or the performance or financial condition of the Seller. Without limiting the generality of the foregoing, except for entry into this Agreement and as set forth on Schedule 6.11 , since December 31, 2006, the Seller has not:

          (a) borrowed any amount or incurred or become subject to any liability except (i) current liabilities incurred in the Ordinary Course of Business, (ii) liabilities under Contracts entered into in the Ordinary Course of Business, and (iii) borrowings under lines of credit existing on such date;

          (b) mortgaged, pledged or subjected to any Lien any of the Purchased Assets, except Permitted Liens;

          (c) sold, assigned or transferred (including, without limitation, transfers to any employees, shareholders or Affiliates) any Purchased Assets except in the Ordinary Course of Business, or canceled any material debts or claims;

          (d) waived any material rights of value;

          (e) taken any other action or entered into any other transaction (including any transactions with employees, shareholders or Affiliates) other than in the Ordinary Course of Business;

          (f) suffered any material theft, damage, destruction or loss of or to any Purchased Assets;

          (g) (i) increased the salary, wages or other compensation rates of any officer, employee, director, partner or consultant of the Seller; or (ii) made or granted any increase in any Employee Benefit Plan, or amended or terminated any existing Employee Benefit Plan, or adopted any new Employee Benefit Plan or made any commitment or incurred any liability to any labor organization;

          (h) authorized or made any capital expenditures or commitments therefor in excess of $25,000 individually;

          (i) made any change in its accounting or Tax principles, practices or policies from those utilized in the preparation of the Financial Statements;

          (j) made any material write-off or write-down of or made any determination to write-off or write-down any of its assets and properties;

          (k) made any change in its general pricing practices or policies, other than pricing changes expressly contemplated by Contracts listed on Schedule 6.15 , or any change in its credit or allowance practices or policies;

          (l) engaged in any activi