ASSET PURCHASE AGREEMENT

Execution Copy

Exhibit 10.1

ASSET PURCHASE AGREEMENT

DATED

DECEMBER 19, 2005

AMONG

VECTOR INVESTMENT HOLDINGS, INC.,

VESTCOM INTERNATIONAL, INC.,

VESTCOM MID-ATLANTIC, INC.,

VESTCOM NEW CENTURY, LLC,

VESTCOM WISCONSIN, INC.,

ELECTRONIC IMAGING SERVICES, INC.,

VESTCOM MASSACHUSETTS, INC.,

VESTCOM NORTHWEST, INC.,

LIRPACO INC.,

COS INFORMATION INC.,

504087 N.B. INC.,

3013439 NOVA SCOTIA COMPANY, AND

VESTCOM ONTARIO INC.,

AS SELLERS

AND

BOWNE ENTERPRISE SOLUTIONS, LLC,

BOWNE OF CANADA, LTD., AND

BOWNE MBC, LLC,

AS PURCHASER

TABLE OF CONTENTS

LIST OF SCHEDULES AND EXHIBITS

Schedules

Schedule 2.1
Schedule 4.1
Schedule 4.4
Schedule 4.5
Schedule 4.6
Schedule 4.7(a)
Schedule 4.7(b)
Schedule 4.7(c)
Schedule 4.7(d)
Schedule 4.7(f)
Schedule 4.8
Schedule 4.9
Schedule 4.10
Schedule 4.11
Schedule 4.12
Schedule 4.13
Schedule 4.14
Schedule 4.14(v)
Schedule 4.14(vi)
Schedule 4.16
Schedule 4.17(a)
Schedule 4.17(b)(i)
Schedule 4.17(b)(ii)
Schedule 4.17(c)
Schedule 4.17(d)
Schedule 4.18
Schedule 4.19
Schedule 4.22
Schedule 4.24
Schedule 6.2
Schedule 7.2(ix)

ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT (the “ Agreement ”), dated as of December 19, 2005, among VECTOR INVESTMENT HOLDINGS, INC., a Delaware corporation (“ Vector ”), VESTCOM INTERNATIONAL, INC., a New Jersey corporation (“ Vestcom ”), VESTCOM MID-ATLANTIC, INC., a Delaware corporation (“ Mid-Atlantic ”), VESTCOM NEW CENTURY, LLC, a Delaware limited liability company (“ New Century ”), VESTCOM WISCONSIN, INC., a Wisconsin corporation (“ Wisconsin ”), ELECTRONIC IMAGING SERVICES, INC., a Delaware corporation (“ EIS ”), VESTCOM MASSACHUSETTS, INC., a Massachusetts corporation (“ Massachusetts ”), VESTCOM NORTHWEST, INC., a Delaware corporation (“ Northwest ”), LIRPACO INC., a Canada corporation (“ Lirpaco ”), COS INFORMATION INC., a Quebec, Canada corporation (“ COS ”), 504087 N.B. INC., a New Brunswick, Canada corporation (“ NB ”), 3013439 Nova Scotia Company, a Nova Scotia corporation (“ Nova Scotia ”) and VESTCOM ONTARIO INC., an Ontario, Canada corporation (“ Ontario ”) (each of Vestcom, Mid-Atlantic, New Century, Wisconsin, EIS, Massachusetts, Northwest, Lirpaco, COS, NB, Nova Scotia and Ontario, a “ Seller ” and collectively, the “ Sellers ”) and BOWNE ENTERPRISE SOLUTIONS, LLC, a New York limited liability company, BOWNE OF CANADA, LTD., a Canadian limited liability company and BOWNE MBC, LLC, a Delaware limited liability company (collectively, the “ Purchaser ”).

W I T N E S S E T H :

     WHEREAS, each Seller desires to sell and transfer to the Purchaser, and the Purchaser desires to purchase from each Seller, substantially all of the assets used by each Seller in conducting its “ MBC Business ” (as hereinafter defined);

     NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties and covenants contained herein, and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I

Certain Definitions

     Section 1.1. Certain Definitions . As used in this Agreement, the following terms have the respective meanings set forth below.

     “Action” means Rodriguez v. Vestcom Mid-Atlantic, Inc., et al , dated February 25, 2005 and Chavez v. Vestcom Mid-Atlantic, Inc., et al , dated September 9, 2004.

     “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ controlled ” and “ controlling ” have meanings correlative thereto.

     “Agreement” means this Asset Purchase Agreement.

     “Assumed Liabilities” means (a) those liabilities and obligations of each Seller that arise after the Closing Date under the (i) real estate leases of each Seller listed on Schedule 4.6, (ii) equipment and operating leases assigned to the Purchaser and (iii) other Contracts listed on Schedule 4.17 that are assigned to the Purchaser, and (b) the Total Current Working Capital Liabilities as of the Closing Date. For the avoidance of doubt, except for those categories of Liabilities set forth in Exhibit A , the Assumed Liabilities do not include, without limitation, any Liabilities that arose or accrued prior to the Closing Date or to the extent relating to any Environmental Law, arose from any condition or event existing on, occurring as of or prior to the Closing Date, including without limitation all matters identified in Schedule 4.13 , or any Liabilities relating to any terms and conditions of employment existing on, occurring as of or prior to the Closing Date, including but not limited to any Liabilities relating to or arising from the Action and/or any matters referenced in, alleged or which could have been alleged in the Action.

     “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York are open for the general transaction of business.

     “Closing” has the meaning ascribed to such term in Article III.

     “Closing Date” has the meaning ascribed to such term in Article III.

     “Closing Working Capital Amount” means the amount equal to Total Current Working Capital Assets as of the Closing Date minus Total Current Working Capital Liabilities as of the Closing Date.

     “Code” means the Internal Revenue Code of 1986, or any subsequent legislative enactment thereof, as amended and in effect from time to time.

     “Contracts” has the meaning ascribed to such term in Section 4.17.

     “Controlled Group” has the meaning ascribed to such term in Section 4.15.

     “Damages” has the meaning ascribed to such term in Section 8.2.

     “Employee Benefit Plan” has the meaning ascribed to such term in Section 4.15.

     “Encumbrances” has the meaning ascribed to such term in Section 4.3.

     “Environmental Laws” means any federal, state or local law, statute, ordinance, rule, regulation, license, permit, authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or agreement, (x) relating to pollution (or the cleanup thereof or the filing of information with respect thereto), human health or the protection of air, surface water, ground water, drinking water supply, land (including land surface or subsurface), plant and animal life or any other natural resource, or (y) concerning exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production or disposal of Regulated Substances, in each case as amended and as now or hereafter in effect. The term Environmental Law includes, without limitation, (i) the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Water Pollution Control Act, the Clean Air Act, the Clean Water Act, the Solid Waste Disposal Act (including the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984), the Toxic Substances Control Act, the Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act of 1970, each as amended and as now or hereafter in effect, and (ii) any common law or equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations for injuries or damages due to or threatened as a result of the presence of, exposure to, or ingestion of, any Regulated Substance.

     “Excluded Assets” means (i) any Tax refund and (ii) all other businesses and assets of the Sellers and of Vestcom’s other subsidiaries that are not Purchased Assets, including, without limitation, the Retail Business of any of Vestcom’s subsidiaries and the assets related thereto.

     “Environmental Permits” has the meaning ascribed to such term in Section 4.13.

     “Excluded Liabilities” means those Liabilities that are not specifically assumed by the Purchaser under this Agreement. Excluded Liabilities include, without limitation, (i) any and all liabilities for violation of Environmental Laws by Sellers that arose from any condition or event existing on, occurring as of or prior to the Closing Date; (ii) any litigation arising from or relating to facts or circumstances or any conduct of Sellers prior to or as of the Closing Date, including but not limited to any Liabilities relating to or arising from the Action and/or any matters referenced in, alleged or which could have been alleged in the Action; (iii) any liabilities in respect of or arising out of any and all Taxes of Sellers pursuant to Section 6.1; (iv) any liabilities arising in connection with Excluded Assets; (v) any obligations or liabilities of Sellers to any of their employees or to any other Person under any employment contract or Employee Benefit Plan, or for wages, salaries, other compensation or employee benefits, or with respect to compliance with applicable legal requirements relating to minimum wages, overtime rates, labor or employment, pertaining to periods ending or obligations incurred prior to the Closing Date or which arise by reason of the termination of such Persons as employees of Sellers or their non-hire by

Purchaser; (vi) any Liabilities relating to, or in respect of, any individual who is not a Hired Employee, (vii) any debt, trade payable or accounts payable of Sellers (except to the extent provided for in the Closing Date Working Capital Amount); and (viii) any other liabilities of Sellers of any nature, but excluding the Assumed Liabilities.

     “GAAP” means United States generally accepted accounting principles and practices in effect from time to time and applied consistently throughout the periods involved.

     “Governmental Authority” means any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

     “Indemnified Party” has the meaning ascribed to such term in Section 8.2.

     “Indemnifying Party” has the meaning ascribed to such term in Section 8.2.

     “Knowledge”, in the context of the Sellers, means the actual current knowledge after reasonable inquiry of John Mortenson, Ami Beers, Joel Cartun, Coleen McCaffery, Tom Smith, Mike Nevolo, Joe Mislinski, Russell Radil, Richard Lusch, Pierre Dallaire, Joseph Barrett, III and Craig Volwiler.

     “Leased Real Property” has the meaning ascribed to such term in Section 4.6.

     “Leases” has the meaning ascribed to such term in Section 4.6.

     “Liabilities” means any and all debts, liabilities and obligations, award of damages and/or attorney’s fees, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any law, Environmental Law, any Governmental Authority and those arising under any contract, agreement, arrangement, commitment or undertaking.

     “Material Adverse Effect” means any change, circumstance, event or effect that, individually or in the aggregate, materially and adversely affects the business, financial condition or results of operations of the Sellers with respect to the MBC Business.

     “MBC Business” means the entire business of the Sellers described in Exhibit C attached hereto. For purposes of this Agreement, the MBC Business does not include the Retail Business.

     “MBC Business Employee” has the meaning ascribed to such term in Section 4.14.

     “October Financials” has the meaning ascribed to such term in Section 4.7(f).

     “Person” means an individual, partnership, corporation, joint stock company, unincorporated organization or association, trust or joint venture, or a governmental agency or political subdivision thereof.

     “Proprietary Rights” means all patents, patent registrations, patent applications, trademarks, trade names, service marks, domain names, trade dress, logos, trademark and service mark registrations and applications therefor, copyrights, copyright registrations, copyright applications, technology, inventions, computer software (including code in any form), data, databases and documentation (including electronic media), website content, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights related to or which have been or are currently used in the conduct of the Sellers’ MBC Business and permits, licenses or other agreements to or from third parties regarding the foregoing, but excluding the name “Vestcom” and any rights related thereto (except that Purchaser shall be permitted to use the name “Vestcom” for the time period specified in the Transition Services Agreement described in this Agreement).

     “Purchased Assets” means all of each Seller’s rights, title and interests in and to the respective assets of such Seller on the Closing Date pertaining to each Seller’s MBC Business, including, without limitation:

     “Regulated Substances” means pollutants, contaminants, hazardous or toxic substances, compounds or related materials or chemicals, hazardous materials (including, but not limited to radon, radioactive materials, asbestos, urea formaldehyde foam insulation, toxic mold and polychlorinated biphenyls), hazardous waste, flammable explosives, medical waste or by-products, petroleum and petroleum products (including, but not limited to, waste petroleum and petroleum products) and any other material regulated under applicable Environmental Laws.

     “Related Party Transaction” has the meaning ascribed to such term in Section 4.7(e).

     “Retail Business” means the business of certain subsidiaries of Vestcom involving the provision of marketing services, including, but not limited to, shelf labels, signage, direct mail and in-store advertising to the retail and packaged goods industries.

     “Sellers Financial Statements” has the meaning ascribed to such term in Section 6.13.

     “Storage Tank” has the meaning ascribed to such term in Section 8.2(a).

     “Survival Period” has the meaning ascribed to such term in Section 8.1.

     “Taxes” means any and all federal, state, provincial, local, foreign and other taxes, levies, fees, imposts, duties and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed

in connection therewith or with respect thereto) including taxes imposed on, or measured by, income, franchise, profits or gross receipts, ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated withholding, employment, social security (or similar), unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and customs duties.

     “Tax Return” means any return, report, statement, exhibit, attachment or other similar information required to be supplied to or filed with a Governmental Authority with respect to Taxes.

     “Third Party Claim” has the meaning ascribed to such term in Section 8.3.

     “Total Current Working Capital Assets” means the aggregate of all net accounts receivable, postage receivable, inventory, prepaid postage and prepaid expenses/other current assets of each Seller pertaining to such Seller’s MBC Business.

     “Total Current Working Capital Liabilities” means the aggregate of all accounts payable, accrued expenses, advanced postage and other current liabilities of each Seller pertaining to such Seller’s MBC Business.

     Section 1.2. Interpretation . Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (ii) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; and (iii) words importing the singular shall also include the plural, and vice versa.

ARTICLE II

Purchase and Sale of Assets

     Section 2.1. Purchase and Sale of Purchased Assets; Assumption of Liabilities . Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties and agreements contained herein, at the Closing (as defined in Article III hereto), (i) each Seller shall sell, assign, transfer, convey and deliver to the Purchaser all of such Seller’s right, title and interest in and to the Purchased Assets and the Purchaser shall purchase such Purchased Assets from each Seller and (ii) the Purchaser shall assume all of the Assumed Liabilities, all in accordance with Schedule 2.1 attached hereto. For the avoidance of doubt, the Purchased Assets relate only to each Seller’s MBC Business and not to any other business of any Seller, including, without limitation, the Retail Business.

     Section 2.2. Purchase Price .

     (a) The aggregate purchase price for the Purchased Assets is $30.0 million (the “ Purchase Price ”), subject to the working capital adjustments set forth in Section 2.3 hereof. If the Closing Working Capital Amount, as determined pursuant to Section 2.3, is less than $3,900,000, then the Purchase Price shall be adjusted downward, dollar for dollar, in an amount equal to the amount by which the Closing Working Capital Amount is less than $3,900,000. If the Closing Working Capital Amount, as determined pursuant to Section 2.3, is greater than $4,500,000, then the Purchase Price shall be adjusted upward, dollar for dollar, in an amount equal to the amount by which the Closing Working Capital Amount is greater than $4,500,000. If the Closing Working Capital Amount, as determined pursuant to Section 2.3, is between $3,900,000 and $4,500,000, there shall be no adjustment to the Purchase Price.

     (b) The Purchaser shall pay the Purchase Price in full to Vestcom, on behalf of the Sellers, at the Closing by wire transfer in immediately available funds. Such payment will be made to an account designated at least three (3) days prior to the Closing Date by Vestcom, on behalf of the Sellers.

     Section 2.3. Working Capital Adjustment .

     (a) Within ninety (90) days after the Closing, Purchaser shall provide Vestcom, on behalf of the Sellers, with its calculation of the Closing Working Capital Amount, along with data to support such calculation. The Closing Working Capital Amount shall be prepared and determined in accordance with GAAP, utilizing the methodology used in preparing Exhibit A attached hereto and the categories of assets and liabilities set forth in Exhibit A attached hereto. The Closing Working Capital Amount shall be binding and conclusive upon, and deemed accepted by, the Sellers unless Vestcom, on behalf of the Sellers, shall have notified Purchaser in writing within thirty (30) days after receipt of Purchaser’s calculation of the Closing Working Capital Amount (the “ Objection Notice ”) that it disputes the Closing Working Capital Amount as calculated by Purchaser. If Purchaser receives such an Objection Notice from Vestcom, on behalf of the Sellers, Purchaser will provide Vestcom, on behalf of the Sellers, and its authorized representatives with commercially reasonable access during normal business hours to all books, records and personnel of Purchaser as Vestcom, on behalf of the Sellers, may reasonably request in order to verify the accuracy of the Closing Working Capital Amount. The Objection Notice shall specify in reasonable detail (i) those items that Vestcom, on behalf of the Sellers, disputes, (ii) the amounts of any adjustments to the Closing Working Capital Amount that are necessary in Vestcom’s judgment to conform to the provisions of this Agreement and (iii) Vestcom’s, on behalf of the Sellers, reasons for such disputes and adjustments.

     (b) If Purchaser and Vestcom, on behalf of the Sellers, cannot agree on the Closing Working Capital Amount within twenty (20) days after receipt by

Purchaser of the Objection Notice, the parties shall submit their final calculations of the items in dispute to an independent nationally recognized accounting firm selected upon mutual agreement of Vestcom, on behalf of the Sellers, and Purchaser, for resolution within thirty (30) days. Such independent accounting firm shall review such final calculations and the applicable books and records and determine the Closing Working Capital Amount, such determination to be made in accordance with the provisions of this Agreement (including Exhibit A attached hereto). The determination made by such accounting firm shall be final and binding on the parties.

     (c) The party (either the Purchaser or Vestcom, on behalf of the Sellers) that the accounting firm determines to be more incorrect in its calculation of the Closing Working Capital Amount shall be responsible for all of the accounting firm’s costs and expenses related to the resolution of this issue.

     (d) If the Closing Working Capital Amount, as finally determined by the passage of the deadline for an Objection Notice without one being given or by any other final determination or acceptance in accordance with this Section 2.3, results in an adjustment in favor of the Purchaser, then the amount of such adjustment, as determined pursuant to Section 2.2(a), shall be paid by Vestcom, on behalf of the Sellers, to Purchaser within five (5) business days after the date of such final determination or acceptance. If the Closing Working Capital Amount, as finally determined by the passage of the deadline for an Objection Notice without one being given or by any other final determination or acceptance in accordance with this Section 2.3, results in an adjustment in favor of the Sellers, then the amount of such adjustment, as determined pursuant to Section 2.2(a), shall be paid by Purchaser to Vestcom, on behalf of the Sellers, within five (5) business days after the date of such final determination or acceptance. Any payment due under this Section 2.3 shall be made by wire transfer in immediately available funds in accordance with wiring instructions furnished by the recipient of such payment at least three (3) business days prior to the date of payment.

ARTICLE III

Closing

     The closing of the transactions contemplated by this Agreement (herein referred to as the “ Closing ”) shall take place at the offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey 07068, or at such other location as may be mutually agreed upon by the Sellers and the Purchaser, on January 3, 2006, which date shall be referred to as the “ Closing Date ”. The Closing shall be effective as of 12:01 a.m. New York Time on January 1, 2006.

ARTICLE IV

Representations and Warranties Regarding the Sellers

     Vestcom, on behalf of itself and the other Sellers, represents and warrants to the Purchaser as follows:

     Section 4.1. Organization and Qualification of the Sellers. Each Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to own or lease its properties and assets and to carry on its business as presently conducted. Each Seller is duly qualified to do business as a foreign corporation in all other jurisdictions where the nature of its business requires such qualification, except where the failure to so qualify could not result in a Material Adverse Effect with respect to such Seller’s MBC Business. A true and complete list of the jurisdictions in which each Seller is qualified to do business is set forth on Schedule 4.1 annexed hereto.

     Section 4.2. Authorization . Each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by each Seller and constitutes a valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms.

     Section 4.3. Non-Contravention . Neither the execution and delivery of this Agreement nor the performance by each Seller of its respective obligations hereunder will (i) contravene any provision contained in its Certificate of Incorporation or by-laws or other applicable documents of formation, (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (A) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit or other instrument or obligation or (B) any judgment, order, decree, law, rule or regulation or other restriction of any Governmental Authority, in each case to which any of the Purchased Assets and the MBC Business are subject, (iii) result in the creation or imposition of any lien, claim, charge, mortgage, pledge, security interest, equity, restriction or other encumbrance (collectively, “ Encumbrances ”) on any of the Purchased Assets or the MBC Business or (iv) result in the increase or acceleration of, or permit any Person to increase, accelerate or declare due and payable prior to its stated maturity, any liability relating to the Purchased Assets, the Assumed Liabilities or the MBC Business, except, with respect to clauses (ii), (iii) and (iv) above, for any such violation, breach, Encumbrance or acceleration which could not result in a Material Adverse Effect with respect to such Seller’s MBC Business.

     Section 4.4. No Consents . Except as set forth in Schedule 4.4 , no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority or other Person is necessary for the execution, delivery

or performance of this Agreement or the consummation of the transactions contemplated hereby by Sellers.

     Section 4.5. Personal Property. Schedule 4.5 sets forth a true and complete list of all items of personal property with a book value on September 30, 2005 of at least $3,000 (including, without limitation, furniture, fixtures, equipment, inventory and vehicles), owned and leased, used by each Seller in, and necessary to each Seller’s conduct of, its MBC Business. Except for liens on the Purchased Assets which will be released in connection with the Closing and liens on leased equipment, which will be transferred to Purchaser, each Seller has good and marketable title to (or valid leasehold or contractual interests in) all personal property constituting Purchased Assets, free and clear of any Encumbrances. Except as set forth in Schedule 4.5 , all such personal property constituting Purchased Assets is in good operating condition, ordinary wear and tear excepted. Each Seller is in compliance with all material terms and conditions of each such lease to which it is a party.

     Section 4.6. Real Property . None of the Sellers nor any of their Affiliates owns any real property or interests in real property used, held for use, occupied or operated in connection with the MBC Business. Each Seller has a valid leasehold interest in all plants, structures, buildings, or portions of such buildings, fixtures and improvements used, held for use, occupied or operated in connection with such Seller’s MBC Business (collectively, the “ Leased Real Property ”), which interest is free and clear of all Encumbrances. Schedule 4.6 sets forth a true and complete list of all Leased Real Property and lists all lease agreements (including all amendments and modifications thereto) pursuant to which the Sellers lease, sublease, license or otherwise occupy the Leased Real Property (each a “Lease”, collectively, the “Leases”), which are part of the Purchased Assets and the MBC Business, and the amount remaining, if any, in the “improvement fund” established under the lease for the West Caldwell, New Jersey property. Except as set forth in Schedule 4.6 , all plants, structures, buildings, improvements and fixtures located on the Leased Real Property are in good operating condition and repair, ordinary wear and tear excepted. Each Seller is in compliance with all the material terms and conditions of each Lease to which it is a party. Each Lease is in full force and effect and is valid and enforceable in accordance with its terms, and there is no material default under any Lease either by the Seller party thereto or, to the Seller’s Knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by such Seller thereunder. Except as set forth on Schedule 4.4 , the consent of the landlord or any other Person to the transactions contemplated by this Agreement is not required by the terms of any Lease. Except as set forth on Schedule 4.6 , none of the Leased Real Property is subject to any option, right, concession or other agreement, written or oral, granting to any other Person any right to purchase, use or occupy such Leased Real Property or any part thereof.

     Section 4.7. Financial Statements .

     (a) Attached hereto as Schedule 4.7(a) is a true and complete copy of the consolidated audited balance sheet of Vector Investment Holdings, Inc. (“ Vector ”) as at December 31, 2004, 2003 and since ownership in 2002 and the related consolidated audited statements of operations, shareholder’s equity and cash flows, together with the notes thereto, for the three years ended December 31, 2004 (collectively, the “ Audited Financial Statements ”). The Financial Statements have been prepared in conformity with GAAP, applied on a consistent basis throughout the respective periods and present fairly the financial condition and results of operations of Vector and the Sellers, on a consolidated basis, as of and for the periods included therein.

     (b) Attached hereto as Schedule 4.7(b) is a true and complete copy of Vector’s unaudited balance sheet and the related unaudited statements of operations and cash flows for the nine months ended September 30, 2004 and September 30, 2005 (collectively, the “ Interim Financial Statements ”, and together with the Audited Financial Statements, the “ Financial Statements ”). The Interim Financial Statements have been prepared in conformity with GAAP, applied on a consistent basis throughout the respective periods and on a consistent basis with the Financial Statements, and present fairly the financial condition and results of operations of Vector and the Sellers, on a consolidated basis, as of and for the periods included therein.

     (c) Attached hereto as Schedule 4.7(c) is a true and complete copy of the unaudited carve-out statements of operations for the MBC Business for the years ended December 31, 2004 and 2003 and for the nine months ended September 30, 2004 and September 30, 2005 and the unaudited carve-out balance sheets for the MBC Business as of June 30, 2005 and September 30, 2005 (collectively, the “ Carve-Out Financials ”). Except as set forth on Schedule 4.7(c) , the Carve-Out Financials (i) have been prepared by the Sellers in good faith, in a consistent manner and in accordance with the Sellers’ accounting policies and procedures, (ii) have been prepared in accordance with GAAP consistently applied, (iii) have been derived in good faith from the books and records of the Sellers, which books and records have been properly and accurately maintained, (iv) set forth the Sellers’ good faith allocations between Vector and each of the Sellers in connection with the MBC Business and (v) present fairly in all material respects the consolidated financial position and results of operations of the MBC Business for the periods or as of the dates set forth therein.

     (d) Attached hereto as Schedule 4.7(d) is a true and complete copy of the unaudited reconciliations of the statements of operations included as part of the Carve-Out Financials to the Financial Statements (the “ Reconciliations ”). Except as set forth in such Reconciliations, the Reconciliations (i) have been prepared by the Sellers in good faith, in a consistent manner and in accordance with the Sellers’ accounting policies and procedures, (ii) have been derived in good faith from the books and records of the Sellers, which books and records

have been properly and accurately maintained and (iii) set forth the Sellers’ good faith allocations between Vector and each of the Sellers in connection with the MBC Business.

     (e) Except as described in the Financial Statements, there is no transaction, agreement or arrangement between any Seller and any Person that would constitute a “Related Transaction” within the meaning of Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended (a “ Related Party Transaction ”).

     (f) Attached hereto as Schedule 4.7(f) is a true and complete copy of the unaudited carve-out statements of operations for the MBC Business for the one month ended October 31, 2004 and the one month ended October 31, 2005 (the “ October Financials ”). Except as set forth on Schedule 4.7(f) , the October Financials (i) have been prepared by the Sellers in good faith, in a consistent manner and in accordance with the Sellers’ accounting policies and procedures, (ii) have been prepared in accordance with GAAP consistently applied, (iii) have been derived in good faith from the books and records of the Sellers, which books and records have been properly and accurately maintained, (iv) set forth the Sellers’ good faith allocations between Vector and each of the Sellers in connection with the MBC Business and (v) present fairly in all material respects the consolidated results of operations of the MBC Business for the periods set forth therein.

     Section 4.8. Absence of Certain Developments and Undisclosed Liabilities . Since January 1, 2005, there has been no Material Adverse Effect, or any development which could result in a Material Adverse Effect, with respect to the MBC Business, except as set forth on Schedule 4.8 . Since January 1, 2005, except as set forth on Schedule 4.8 , each Seller has conducted its MBC Business in the ordinary and usual course consistent with past practices and there has not been, any (i) change in any employment terms for any MBC Business Employee (except for increases in salary or wages in the ordinary course of business consistent with past practice), or (ii) establishment, adoption, entrance into, amendment or termination of any Employee Benefit Plan (other than as may be required by the terms of an existing Employee Benefit Plan, or as may be required by applicable law or in order to qualify under Sections 401 and 501 of the Code). Sellers do not have any material Liabilities (nor is there any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction that could, individually or in the aggregate, reasonably be expected to give rise to any material Liabilities), except for (i) Liabilities set forth on Schedules 4.8, 4.10 and 4.13 or in the Financial Statements and (ii) unknown Liabilities which Sellers could not reasonably be expected to have knowledge of.

     Section 4.9. Governmental Authorizations; Licenses . Each Seller’s MBC Business has been operated in material compliance with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all

Governmental Authorities. Except as set forth on Schedule 4.9 , each Seller has all permits, licenses, approvals, certificates, titles, and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of such Seller’s MBC Business as currently conducted, except where the failure to obtain such permits, licenses, approvals, certificates, titles and authorizations, and to make such notifications, registrations, certifications or filings, could not result in a Material Adverse Effect with respect to such Seller’s MBC Business. There is no action, case or proceeding pending or, to any Seller’s Knowledge, threatened, by any Governmental Authority with respect to (i) any alleged violation by the Seller of any law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority relating to any Seller’s MBC Business, or (ii) any alleged failure by any Seller to have any permit, license, approval, certification or other authorization required in connection with the operation of any Seller’s MBC Business.

     Section 4.10. Litigation . Except as set forth in Schedule 4.10 , there are no lawsuits, actions, proceedings, claims, orders or investigations pending or, to any Seller’s Knowledge, threatened against any Seller relating to the MBC Business, nor any outstanding judgments, orders, writs, injunctions or decrees of any Governmental Authority against the Sellers which would result in liability to the MBC Business in excess of $5,000 (whether or not insured) or that would materially affect or delay the Sellers performance of this Agreement.

     Section 4.11. Taxes . (a) All Tax Returns required to be filed by Sellers on or before the date hereof have been filed within the time and in the manner provided by law, and all such Tax Returns are true, correct and complete in all material respects. All Tax Returns required to be filed by the Sellers after the date hereof and on or before the Closing Date shall be prepared and timely filed (or an extension to file shall have been validly obtained) in a manner consistent with prior years and applicable laws and regulations. The Sellers have timely paid all deficiencies or other assessments of Taxes owed by them (whether or not shown on any Tax Return) on or before the date hereof. Any Taxes required to be paid by or on behalf of the Sellers after the date hereof and on or before the Closing Date will be timely paid. To the Knowledge of the Sellers, no claim has ever been made by an authority in any jurisdiction where Sellers do not file Tax Returns that Sellers may be subject to taxation by such jurisdictions. There are no liens for Taxes on the Purchased Assets (other than for Taxes not yet due and payable or which are being contested in good faith). Schedule 4.11 hereto lists all of the jurisdictions in which the Sellers have filed Returns during 2005, 2004 and 2003. The Sellers have provided (or made available) to the Purchaser true and complete copies of all such Tax Returns.

          (b) Sellers have not executed any presently effective waiver or extension of any statute of limitations against assessments and collections of Taxes. Except as set forth in Schedule 4.11 hereto, no Tax Return of Sellers has been audited and there are no current pending or, to the Knowledge of the

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Sellers, threatened claims, assessments, notices, proposals to assess, deficiencies, or audits (collectively, “ Tax Actions ”) with respect to any Taxes owed by Sellers.

          (c) Proper and accurate amounts have been withheld and timely remitted by Sellers from and in respect of their current and former employees, independent contractors, creditors and other third parties for all periods in full and complete compliance with the tax withholding provisions of all applicable laws and regulations.

          (d) Sellers have not been, nor are they, a party to any tax sharing agreement. Sellers have not made, nor are they obligated to make, any payments, nor are they a party to any agreement that could obligate them to make any payments that will not be deductible under Code Section 280G.

          (e) Set forth in Schedule 4.11 hereto is a list of all jurisdictions in which Sellers charge customers of the MBC Business any sales, goods and services, or other similar Taxes. Except as set forth in Schedule 4.11 hereto, Sellers have charged the customers of the MBC Business all sales, goods and services and other similar Taxes required to be charged under the laws and regulations of all applicable taxing jurisdictions and all such Taxes have been collected and remitted to the appropriate taxing authorities in a timely manner.

     Section 4.12. Insurance . Schedule 4.12 hereto sets forth a list of all insurance policies held and maintained by the Sellers covering the Purchased Assets and in connection with the MBC Business in effect on the date hereof, including the types and amounts of coverage and the expiration dates thereof. Such policies provide for coverage that is standard in the industry of which the MBC Business is a part. Sellers have not received any notices of cancellation or of any dispute as to validity of coverage under any such policies.

     Section 4.13. Environmental Matters . Except as set forth in Schedule 4.13 , (i) each Seller’s MBC Business is being and has at all prior times been conducted in material compliance with all Environmental Laws, (ii) each Seller has not received any notice from any Governmental Authority or any other Person that any Seller may be a potentially responsible party or otherwise potentially subject to liability under any Environmental Law in connection with any waste disposal site or facility used, directly or indirectly, by or otherwise related to any Seller’s MBC Business, (iii) no Regulated Substance has been disposed of, transferred, released, discharged or transported by or for or in relation to any Seller’s MBC Business, other than as permitted under applicable Environmental Law pursuant to appropriate regulations, permits or authorizations and as otherwise could not reasonably be expected to result in liability under any Environmental Law and Regulated Substances are not otherwise present at or about any of the Purchased Assets or the Leased Real Property in condition or amount that could reasonably be expected to result in Liability under any Environmental Law of or relating to the MBC Business, (iv) there are no civil, criminal or administrative actions, suits, demands, claims,

hearings, investigations or other proceedings pending or, to any Seller’s Knowledge, threatened against any Seller with respect to the MBC Business relating to any Environmental Law, (v) except as set forth on Schedule 4.13 , the Sellers hold all permits, licenses, approvals and other authorizations required under any Environmental Law for the conduct of the MBC Business (the “Environmental Permits”) and each of the Environmental Permits may be validly transferred to the Purchaser without any alteration or amendment or any notice to or consent of any third Person, and (vi) in connection with their MBC Business, none of the Sellers has contractually assumed or accepted any Liabilities of any other Person under any Environmental Law.

     Section 4.14. Employee Matters. Schedule 4.14 sets forth a list of all employees of the MBC Business (each, an “ MBC Business Employee ”) as of September 30, 2005 and provides for each such MBC Business Employee their job title, salary and cash and noncash bonus payments for each of the years 2003 and 2004. (i) No Seller has entered into any collective bargaining agreement regarding the MBC Business Employees, (ii) there are no written personnel policies applicable to such MBC Business Employees generally, other than employee manuals, true and complete copies of which have previously been provided to the Purchaser, (iii) there is no labor strike, dispute, slowdown or work stoppage or lockout pending or, to the Knowledge of the Sellers, threatened against or affecting any Seller’s MBC Business and during the past three (3) years there has been no such action, (iv) to the Knowledge of the Sellers, no union organization campaign is in progress with respect to any of the MBC Business Employees, and no question concerning representation exists respecting such MBC Business Employees, (v) except as set forth on Schedule 4.14(v) , there is no unfair labor practice (including, without limitation, discrimination in employment), charge or complaint pending or, to the Knowledge of the Sellers, threatened against any Seller with respect to any MBC Business Employee, (vi) except as set forth on Schedule 4.14(vi) , no Seller has entered into any agreement, arrangement or understanding restricting the ability of any Seller to terminate the employment of any or all of the MBC Business Employees at any time, for any lawful or no reason, without penalty or liability, (vii) the Sellers have paid in full to all of their MBC Business Employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such MBC Business Employees, (viii) there is no charge or proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending, or to the Knowledge of Sellers, threatened with respect to the MBC Business, (ix) the Sellers are in compliance with the requirements of the Workers Adjustment and Retraining Notification Act and any similar state or local law and have no liability in connection therewith with respect to MBC Business Employees and (x) each Seller is in compliance with the continuation coverage requirements under COBRA.

     Section 4.15. Employee Benefit Plans . Each Seller has provided the Purchaser with a current, accurate and complete copy (or, to the extent no