AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT by and among

Exhibit 10.4

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

GLOBAL DOSIMETRY SOLUTIONS, INC.

and

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,
AS AGENT

and

PURCHASERS IDENTIFIED ON
ANNEX A HERETO

November 10, 2004

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

ANNEXES

SCHEDULES

EXHIBITS

AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

$10,000,000 Senior Term Loan B
Due September 30, 2008

$4,000,000 Senior Term Loan C
Due November 10, 2011

$8,600,000 Aggregate Principal Amount of
Senior Subordinated Notes
Due September 30, 2009

$4,300,000 Aggregate Principal Amount of Tranche A
Junior Subordinated Notes
Due September 30, 2010

$4,300,000 Aggregate Principal Amount of Tranche B
Junior Subordinated Notes
Due September 30, 2010

20,000 Shares of Series A PIK Redeemable Preferred Stock

17,500 Shares of Common Stock

Warrants to Purchase 88,560 Shares
of Common Stock of Global Dosimetry Solutions, Inc.

     THIS AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “ Agreement ”), dated as of November 10, 2004, is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “ Company ”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “ Purchaser ” and collectively, “ Purchasers ”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ ACFS ”), as administrative agent for Purchasers (in such capacity “ Agent ”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of September 30, 2003 (the “ Existing Purchase Agreement ”), pursuant to which the Company obtained financing from Purchasers by selling to Purchasers Senior Term B Notes, due September 30, 2008, for an aggregate amount of $10,000,000, Senior Subordinated Notes, due September 30, 2009, for an aggregate amount of $8,600,000, Tranche A Junior Subordinated Notes, due September 30, 2010, for an aggregate amount of $4,300,000, and Tranche B Junior Subordinated

Notes, due September 30, 2010, for an aggregate amount of $4,300,000 (collectively the “ Original Notes ”).

     B. Purchasers have sold or contributed certain of such Notes to ACS FUNDING TRUST I, a Delaware statutory trust, and ACAS BUSINESS LOAN TRUST 2003-2, a Delaware statutory trust.

     C. Pursuant to an Asset Purchase Agreement (the “ Acquisition Agreement ”), dated September 15, 2003, by and between ICN Pharmaceuticals, Inc., ICN Biomedicals, Inc. (collectively the “ ICN Sellers ”) and the Company, the Company acquired by purchase from the ICN Sellers certain assets, properties and rights comprising the Personnel Radiation Dosimetry Service division of ICN Sellers (the “ Acquisition ”).

     D. The Company sold the Original Notes in the aggregate amount of $27,200,000 to Purchasers in order to finance the Acquisition.

     E. The Company has sold to Purchasers 20,000 shares of Series A PIK Redeemable Preferred Stock of the Company, par value $0.001 per share, for an aggregate price of $20,000,000, and 17,500 shares of Common Stock of the Company, par value $0.001 per share, for an aggregate price of $1,750,000.

     F. In order to induce Purchasers to purchase the Original Notes, Preferred Stock and Common Stock, the Company has, among other things, issued and sold to Purchasers, in connection with the purchase of such Original Notes, Preferred Stock and Common Stock, the Warrants, subject to the terms and conditions set forth in this Agreement.

     G. Pursuant to an Asset Purchase Agreement (the “ Proxtronics Acquisition Agreement ”), dated of even date herewith, by and between the Company, Proxtronics Dosimetry, L.L.C., (“ Proxtronics ”), and certain members of Proxtronics, the Company has, concurrent herewith, acquired by purchase certain assets of Proxtronics (the “ Proxtronics Acquisition ”).

     H. The Company, Purchasers and the Agent have agreed to amend and restate the Existing Purchase Agreement for the purchase and sale of Senior Term C Notes (as defined herein) for the purpose of financing the Proxtronics Acquisition and to amend certain other terms of the Existing Purchase Agreement.

     I. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Purchase Agreement or evidence payment of any such obligations and liabilities, that this Agreement amends and restates in its entirety the Existing Purchase Agreement, and that from and after the date hereof the Existing Purchase Agreement shall be of no further force or effect.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1

DEFINITIONS

     1.1 Certain Definitions . In addition to other words and terms defined elsewhere in this Agreement, the following words and terms shall have the meanings set forth below (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

     “ ACAS ” shall mean American Capital Strategies, Ltd.

     “ ACFS ” shall have the meaning assigned to such term in the preamble hereto.

     “ Additional Closing ” shall mean the closing of the purchase and sale of the Additional Securities pursuant to this Agreement.

     “ Additional Closing Date ” shall have the meaning assigned to such term in Section 2.8(b) hereof.

     “ Additional Securities ” shall mean the Senior Term C Notes.

     “ Affiliate ” shall mean with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with such Person or entity or any of its Subsidiaries, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Without limiting the foregoing, the ownership of ten percent (10%) or more of the voting securities of a Person shall be deemed to constitute control. Notwithstanding anything to the contrary herein, neither Purchasers nor any of their respective Affiliates shall be deemed to be Affiliates of the Company by virtue of the transactions contemplated in this Agreement.

     “ Agent ” shall have the meaning assigned to such term in the preamble hereto and any successor agent provided for hereunder.

     “ Agreement ” shall mean this Amended and Restated Note, Warrant, Preferred Stock and Common Stock Purchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

     “ Appraised Value ” shall mean the fair market value of a security without adjustment for control premium or limitations on voting rights, minority interests, illiquidity or restrictions on transfer, as determined by an appraisal performed at the expense of the Company by any of (x) Matrix Capital Markets Group, (y) Duff & Phelps or (z) Willamette Management Associates, or any successor to such firms, as the Company shall elect; provided that such appraiser shall be directed to determine the value of such securities as soon as practicable, but in no event later than thirty (30) days from the date of its selection and for such purposes all rights, options and warrants to subscribe for or purchase, and other securities convertible into or exchangeable for Common Stock of the Company shall be deemed to be exercised, exchanged or converted, and the underlying shares of Common Stock of the Company shall be deemed outstanding.

     “ Acquisition ” shall have the meaning assigned to such term in the Recitals hereto.

     “ Acquisition Agreement ” shall mean that certain Asset Purchase Agreement, dated September 15, 2003, by and among ICN Pharmaceuticals, Inc., ICN Biomedicals, Inc. and the Company.

     “ Business ” shall mean the principal business of the Company as set forth in Section 5.1(b) herein and as such shall continue to be conducted following the purchase and sale of the Securities.

     “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banking institutions in the State of Maryland are authorized or required by law to close.

     “ By-laws ” shall mean the by-laws governing the operations of the Company, including all amendments and supplements thereto.

     “ Capital Expenditures ” means, without duplication, all expenditures (including deposits) for, or contracts for expenditures (excluding Facility Move Capital Expenditures of up to $2,000,000) with respect to any fixed assets or improvements, or for replacements, substitutions or additions thereto, which have a useful life of more than one year, including the direct or indirect acquisition of such assets by way of increased product or service charges, offset items or otherwise.

     “ Capital Lease ” means any lease of any property (whether real, personal or mixed) that, in conformity with GAAP, should be accounted for as a capital lease.

     “ Cash Flow ” for any period shall mean the sum of Operating Cash Flow minus Fixed Charges for such period.

     “ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq .), as amended, and all rules, standards and regulations promulgated pursuant thereto.

     “ Change of Control ” shall mean the occurrence of any of the following:

     (a) any transaction or series of related transactions resulting in the sale or issuance of securities or any rights to securities of the Company by the Company representing in the aggregate more than 50% of its issued and outstanding voting securities, on a fully diluted basis, or any transaction or series of related transactions resulting in the sale, transfer, assignment or other conveyance or disposition of any securities or any rights to securities of the Company by any holder or holders thereof representing in the aggregate more than 50% of the issued and outstanding voting securities of the Company on a fully diluted basis and the receipt of any consideration in connection therewith;

     (b) a merger, consolidation, reorganization, recapitalization or share exchange in which the stockholders of the Company immediately prior to such transaction receive, in exchange for securities of the Company owned by them, cash, property or securities of the resulting or surviving entity and as a result thereof Persons who were holders of voting securities of the Company and Underlying Common Stock hold less than 50% of the capital stock, calculated on a fully diluted basis, of the resulting corporation entitled to vote in the election of directors;

     (c) a sale, transfer or other disposition of 30% or more of the assets of the Company;

     (d) any sale or issuance or series of sales or issuances of the Common Stock or any other voting security (or security convertible into, exchangeable for, or exercisable for any other voting security) of the Company within a 12-month period that results in a transfer of more than 50% of the issued and outstanding shares of voting stock of the Company or a transfer of more than 50% of the voting power of the Company; and

     (e) the initial public offer of securities by the Company other than an offering of securities for an employee benefit plan on SEC Form S-8 or a successor form.

     “ Charges ” shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including, without limitation, the PBGC or any environmental agency or superfund), upon the Collateral (as defined in the Security Agreement), the Company or any of its Affiliates.

     “ Charter ” shall mean the Amended and Restated Certificate of Incorporation of the Company, including all amendments and supplements thereto.

     “ Closing ” shall mean the closing of the purchase and sale of the Securities pursuant to this Agreement.

     “ Closing Date ” shall mean September 30, 2003, the date and time of delivery and payment of the Original Securities pursuant to Section 2.8 hereof.

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

     “ Collateral Assignment ” shall have the meaning assigned to such term in Section 4.1(c) hereof.

     “ Company ” shall have the meaning assigned to such term in the preamble.

     “ Company on a Consolidated Basis ” shall mean the consolidation in accordance with GAAP of the accounts or other items of the Company, and when and if applicable, it’s Subsidiaries.

     “ Common Stock ” shall mean the common stock, $0.001 par value, of the Company.

     “ Condition ” shall mean any environmental condition that results in or otherwise relates to any Environmental Liability.

     “ Controlled Group ” shall mean the “controlled group of corporations” as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Company is a part from time to time.

     “ Covenant Default ” shall mean the occurrence of an event of default under the terms of particular Indebtedness beyond any applicable notice or cure period, other than a Payment Default.

     “ Default ” shall mean any event or condition that, but for the giving of notice or the lapse of time, or both, would constitute an Event of Default.

     “ Demand Registration ” shall have the meaning assigned to such term in Section 12.2 hereof.

     “ Earnings Before Interest and Taxes ” shall mean for any period the sum of (i) net income (or loss) of the Company on a Consolidated Basis for such period (excluding extraordinary gains), plus (ii) all interest expense of the Company on a Consolidated Basis for such period, plus (iii) all Charges against income of the Company on a Consolidated Basis for such period for federal, state and local taxes.

     “ EBITDA ” shall mean for any period the sum of (i) Earnings Before Interest and Taxes for such period plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period, plus (iv) all non-cash compensation expenses, plus (v) all non-recurring non-cash expenses related to the Transactions, plus (vi) all Management Fees, whether paid or accrued, plus (vii) Facility Move Expenses (not to exceed a sum equal to (a) $2,000,000 minus (b) all Facility Move Capital Expenditures).

     “ Environmental Laws ” shall mean any applicable Laws that address, are related to or otherwise are concerned with environmental, health or safety issues, including, without limitation, any Laws relating to any emissions, Releases or discharges of Pollutants into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, clean-up or control of Pollutants or any impact on worker health and safety.

     “ Environmental Liabilities ” shall mean any obligations or liabilities (including, without limitation, any claims, suits or other assertions of obligations or liabilities) that are:

     (a) related to environmental, health or safety issues (including, without limitation, on-site or off-site contamination by Pollutants of surface or subsurface soil or water, and occupational safety and health); and

     (b) based upon or related to (i) any provision of past, present or future United States or foreign Environmental Law (including, without limitation, CERCLA and RCRA and the Environmental Laws of the PRC) or common law, or (ii) any judgment, order, writ, decree, permit or injunction imposed by any court, administrative agency, tribunal or otherwise.

The term “ Environmental Liabilities ” includes among other things, all: (i) fines, penalties, judgments, awards, settlements, losses, damages, costs, fees (including, without limitation, reasonable attorneys’ and consultants’ fees), but excluding consequential damages, expenses and disbursements; (ii) defense and other responses to any administrative or judicial action (including, without limitation, claims, notice letters, complaints, and other assertions of liability); and (iii) financial responsibility for (1) cleanup costs and injunctive relief, including any Removal,

Remedial or other Response actions, and natural resource damages, and (2) any other compliance or remedial measures.

     “ EPA ” shall mean the United States Environmental Protection Agency and any governmental body or agency succeeding to the functions thereof.

     “ Environmental Permit ” shall mean any Permit that is required under any Environmental Law.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may from time to time be amended, and the rules and regulations of any governmental agency or authority, as from time to time may be in effect, promulgated thereunder.

     “ Event of Default ” shall mean any of the events of default described in Section 8.1 hereof.

     “ Existing Purchase Agreement ” shall have the meaning assigned to such term in the Recitals hereto.

     “ Facility Move ” means, the closing of the Company’s operating plant located, as of the Closing Date, in Costa Mesa, California, and the relocation and commencement of operations in a new plant.

     “ Facility Move Capital Expenditures ” means, without duplication, all expenditures (including deposits) for, or contracts for expenditures with respect to, the Facility Move.

     “ Facility Move Expenses ” means without duplication, all costs and expenses associated with the Facility Move (to the extent such costs and expenses are not considered Facility Move Capital Expenditures), including costs incurred in connection with commencement of such operations as a stand-alone entity.

     “ Fair Market Value ” of a security shall mean (i) if determined in connection with a sale of substantially all of the assets of or securities issued by the Company to an unrelated third party, the value to be realized by the holder of the security as a result thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value.

     “ Financial Statements ” shall have the meaning assigned to such term in Section 5.1(c).

     “ Financing Statements ” shall have the meaning assigned to such term in Section 4.1(c) hereof.

     “ Fiscal Year ” or “ fiscal year ” shall mean each twelve month period ending on December 31 of each year.

     “ Fixed Charge Coverage Ratio ” shall mean and include, with respect to the twelve month period ending at the end of any fiscal period of any Person, Operating Cash Flow during such period divided by Fixed Charges during such period; provided that, prior to the twelve month period ending September 30, 2004, the measurement period used in determining the Fixed Charge

Coverage Ratio for the Company shall be the period from the Closing to the end of such fiscal period.

     “ Fixed Charges ” means, for any period, and each calculated for such period (without duplication), (a) interest expense of any Person paid in cash; plus (b) scheduled payments of principal with respect to all Indebtedness of any Person paid in cash; plus (c) cash payments of income or franchise taxes; plus (d) payment of deferred taxes accrued in any prior period; plus (e) cash payments of Management Fees.

     “ GAAP ” shall have the meaning assigned to such term in Section 1.2 hereof.

     “ GMAC ” shall mean GMAC Commercial Finance, LLC, a Delaware limited liability company.

     “ Governmental Authorities ” shall mean any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any nation or any province, territory, state, county, city, or other political subdivision of any nation or any other governmental or quasi-governmental, local, national or international body thereof.

     “ Guaranty ” shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take-or-pay contract, or to maintain the capital, working capital, solvency or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person, firm or corporation, or referred to in a footnote thereto, but shall not include endorsements of items for collection in the ordinary course of business. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty.

     “ Holder ” shall have the meaning assigned to such term in Section 10.1 hereof.

     “ Indebtedness ” of a Person at a particular date shall mean all obligations of such Person which in accordance with GAAP would be classified upon a balance sheet as liabilities (except accounts payable and accrued expenses incurred in the ordinary course of business and capital stock and surplus earned or otherwise) and in any event, without limitation by reason of enumeration, shall include (a) all indebtedness, debt and similar monetary obligations of such Person whether direct or guaranteed; (b) all indebtedness for borrowed money; (c) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (d) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (e) any obligation owed for all or any part of the deferred purchase price of property or services if the purchase price is due more than six (6) months from the date the obligation is incurred or is evidenced by a note or similar written instrument (provided that Indebtedness described in clause (e) shall not include Borrower’s deferred liability for performance of prepaid services under customer service contracts); and (f) all indebtedness secured by any Lien on any property or asset owned or held by

that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person.

     “ Intercreditor Agreement ” shall mean the Amended and Restated Intercreditor Agreement, dated November 10, 2004, among ACFS, as agent for the Purchasers, the Company and GMAC, as agent for the Senior Lenders, as amended from time to time and in effect.

     “ Investment Banking Agreement ” shall mean that certain investment banking services agreement between the Company and the Purchasers dated as of the Closing Date.

     “ Interest Rate Protection Agreement ” shall mean any interest rate swap, interest rate cap, interest rate collar or other interest rate hedging agreement or arrangement.

     “ Inventory ” shall mean, with respect to any Person now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Person’s business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

     “ Investment ” as applied to any Person shall mean the amount paid or agreed to be paid or loaned, advanced or contributed to other Persons, and in any event shall include without limitation (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including, without limitation, partnership interests and joint venture interests) and (ii) any capital contribution to any other Person.

     “ IRS ” shall mean the Internal Revenue Service and any governmental body or agency succeeding to the functions thereof.

     “ Junior Cash Interest ” shall have the meaning assigned to such term in Section 3.1(c).

     “ Junior PIK Interest ” shall have the meaning assigned to such term in Section 3.1(c).

     “ Junior Subordinated Notes ” shall have the meaning assigned to such term in Section 2.4.

     “ Laws ” shall mean all laws, statutes, treaties, rules, regulations, ordinances, requirements, rules of common law and other pronouncements having the effect of law of any Governmental Authority.

     “ LIBOR Business Day ” means a business day on which banks in the city of London are generally open for interbank or foreign exchange transactions.

     “ LIBOR Period ” means each month commencing on the Closing Date, or the Additional Closing Date, in the case of the Senior Term C Notes (or if the Closing Date (or the Additional Closing Date) is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided , that the foregoing provision relating to LIBOR Periods is subject to the following:

          (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day

unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

          (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Senior Term Notes shall end on such date; and

          (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

     “ LIBOR Rate ” means for each LIBOR Period, a rate of interest determined by Agent, equal to the rate of interest that under current practice is listed as the one month London Interbank Offered Rate as of the commencement of such LIBOR Period under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal (and should such practice change, such other indication of the prevailing LIBOR Rate as may reasonably be chosen by the Required Purchasers).

     “ Lien ” shall mean any security interest, pledge, bailment, mortgage, hypothecation, deed of trust, conditional sales and title retention agreement (including any lease in the nature thereof), charge, encumbrance or other similar arrangement or interest in real or personal property, now owned or hereafter acquired, whether such interest is based on common law, statute or contract.

     “ Loan B Rate ” shall mean a rate per annum equal to the LIBOR Rate + 7.75%.

     “ Loan C Rate ” shall mean a rate per annum equal to the LIBOR Rate + 8.25%.

     “ Loan Origination Fee ” shall mean a fee in an amount equal to $1,729,000.

     “ Manage ” or “ Management ” shall mean generation, production, handling, distribution, processing, use, storage, treatment, operation, transportation, recycling, reuse and/or disposal, as those terms are defined in CERCLA, RCRA and other Environmental Laws (including as those terms are further defined, construed, or otherwise used in rules, standards and regulations issued pursuant to Environmental Laws).

     “ Management Fee ” shall have the meaning assigned to such term in Section 7.1(k) hereof.

     “ Market Price ” of any security shall mean the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive business days prior to such day. If at any time such security is not listed on any

securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by the Company and the Holders of Warrants representing a majority of the shares of Common Stock of the Company obtainable upon exercise of the Warrants. If such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed not to be available.

     “ Material Adverse Effect ” shall mean a material adverse effect on the business, properties, assets, liabilities or condition (financial or otherwise) of the Company, taken as a whole.

     “ Moody’s ” shall have the meaning assigned to such term in Section 7.2(g) hereof.

     “ Multiemployer Plan ” shall mean a multiemployer plan (within the meaning of Section 3(37) of ERISA) that is maintained for the benefit of the employees of the Company or any member of the Controlled Group.

     “ Net Cash Flow ” of the Company on a Consolidated Basis for any fiscal period shall mean (a) Cash Flow for such period minus (b) Facility Move Capital Expenditures.

     “ Net Income ” shall mean, for any period, the net income (or loss) of the Company on a Consolidated Basis for such period, after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP, for such period taken as a single accounting period.

     “ Notes ” shall mean, collectively, the Original Notes and the Senior Term C Notes.

     “ Operating Cash Flow ” shall mean for any Person for any period, (i) EBITDA for such period minus (ii) Capital Expenditures made during such period in cash.

     “ Option Plan ” shall mean the Global Dosimetry Solutions, Inc. 2003 Stock Plan.

     “ Options ” shall mean the options to purchase shares of Common Stock under the Option Plan and, where the context requires, any shares of restricted stock issued upon exercise thereof.

     “ Order ” shall mean any writ, judgment, decree, injunction, award, decision, ruling or similar order of any Governmental Authority (in each such case whether preliminary or final).

     “ Original Notes ” shall mean the Senior Term B Notes, the Senior Subordinated Notes and the Junior Subordinated Notes.

     “ Original Securities ” shall mean the Original Notes, the Preferred Stock, Common Stock, and the Common Stock issuable upon exercise of the Warrants.

     “ Other Subordinated Junior Notes ” shall have the meaning assigned to such term in Section 13.5 hereof.

     “ Other Subordinated Securities ” shall have the meaning assigned to such term in Section 13.5 hereof.

     “ Payment Default ” shall mean the occurrence of an event of default under the terms of particular Indebtedness as a result of the failure to pay interest or principal on such Indebtedness beyond any applicable cure period.

     “ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, or any other governmental agency, department or instrumentality succeeding to the functions thereof.

     “ Permits ” shall mean any permits, licenses, certifications, approvals, registrations, consents and other authorizations.

     “ Permitted Liens ” shall have the meaning assigned to such term in Section 7.2(b) hereof.

     “ Person ” shall mean any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or department, agency or political subdivision thereof.

     “ Plan ” shall mean any employee benefit plan (within the meaning of Section 3(3) of ERISA), other than a Multiemployer Plan, established or maintained by the Company or any member of the Controlled Group.

     “ Pollutant ” shall mean any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in CERCLA; any “hazardous waste” as that term is defined in RCRA; and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq .), as amended (including as those terms are further defined in rules, standards and regulations issued pursuant to said Environmental Laws); and including without limitation any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans, heavy metals, and radon gas.

     “ Preferred Stock ” shall have the meaning assigned to such term in Section 2.1.

     “ Properties and Facilities ” shall have the meaning assigned to such term in Section 5.1(q).

     “ Proprietary Rights ” shall mean all patents, trademarks, trade names, service marks, copyrights, inventions, production methods, licenses, formulas, know-how and trade secrets, regardless of whether such are registered with any Governmental Authorities, including applications therefor.

     “ Proxtronics ” shall have the meaning assigned to such term in the Recitals hereto.

     “ Proxtronics Acquisition ” shall have the meaning assigned to such term in the Recitals hereto.

     “ Proxtronics Acquisition Agreement ” shall have the meaning assigned to such term in the Recitals hereto.

     “ Purchasers ” shall have the meaning assigned to such term in the preamble hereto and in Section 6.2 hereof.

     “ Put Option ” shall have the meaning assigned to such term in Section 10.1 hereof.

     “ Put Option Closing ” shall have the meaning assigned to such term in Section 10.5 hereof.

     “ Put Price ” shall have the meaning assigned to such term in Section 10.2 hereof.

     “ Put Shares ” shall have the meaning assigned to such term in Section 10.2 hereof.

     “ RCRA ” shall mean the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), as amended, and all rules, standards and regulations adopted pursuant thereto.

     “ Registrable Securities ” shall mean any shares of Common Stock of the Company purchased upon the exercise of any Warrant, any shares of Common Stock of the Company purchased pursuant to Article 11 hereof, and any shares of Common Stock of the Company now owned or hereafter acquired by any Purchaser.

     “ Release ” shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, or disposing into the environment (including the placing, discarding or abandonment of any barrel, container or other receptacle containing any Pollutant).

     “ Removal ,” “ Remedial ” and “ Response ” actions shall mean the types of removal, remedial and response activities performed pursuant to CERCLA, RCRA, and other comparable Environmental Laws, whether required by a Governmental Authority or by a Person asserting a private right of action under such Environmental Laws.

     “ Reportable Event ” shall mean any of the events which are reportable under Section 4043 of ERISA and the regulations promulgated thereunder, other than an occurrence for which the thirty (30) day notice contained in 29 C.F.R. § 2615.3(a) is waived.

     “ Required Purchasers ” shall mean, at any time, Purchasers holding a pro rata percentage of the outstanding principal amount of the Notes aggregating at least 66-2/3% at such time.

     “ Revolving Financing ” shall mean a secured revolving line of credit facility pursuant to the Lending Agreements in an aggregate principal amount not to exceed $5,500,000, provided, however, that the outstanding amount of Revolving Financing may exceed $5,500,000, but no more than $6,500,000, so long as the advance rates and standards for determining the eligible receivables and eligible inventory for inclusion in the borrowing base under the Revolving Financing are the same as the criteria set forth in the Loan Agreement on the Closing Date, plus an overadvance (not based upon eligible receivables or eligible inventory) in the sum of up to $750,000.

     “ Revolving Notes ” shall mean those notes issued in connection with the Revolving Financing.

     “ SEC ” shall mean the Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

     “ Securities ” shall mean collectively the Original Securities and the Additional Securities.

     “ Securities Act ” shall mean the Securities Act of 1933, as amended.

     “ Securities Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

     “ Security Agreement ” shall have the meaning assigned to such term in Section 4.1(c) hereof.

     “ Security Documents ” shall mean the Security Agreement, the Collateral Assignment, the Financing Statements, and all other documents, instruments and other materials necessary to create or perfect the security interests created pursuant to the Security Agreement.

     “ Senior Agent ” shall mean any agent under the Senior Credit Agreement.

     “ Senior Cash Interest ” shall have the meaning assigned to such term in Section 3.1(b) hereof.

     “ Senior Credit Agreement ” shall mean the Loan and Security Agreement, dated as of the Closing Date, by and among GMAC, as administrative and collateral management agent, the lenders party thereto and the Company, as amended by that certain Waiver and Amendment No. 1 to Loan and Security Agreement, dated as of _______, and Waiver and Amendment No. 2 to Loan and Security Agreement, dated as of the Additional Closing Date, and as thereafter further amended, restated, supplemented or otherwise modified from time to time.

     “ Senior Debt ” shall mean, as of any date, the sum of the outstanding principal balance on such date of the Senior Financing.

     “ Senior Financing ” shall mean all obligations, liabilities and indebtedness of the Company to Senior Agent and/or the lenders under the Senior Credit Agreement now or hereafter existing, whether principal, interest, fees, expenses, indemnification or otherwise under or in respect of the Revolving Financing and the Term Financing (including all interest, charges, expenses, fees and other sums accruing after commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company). Senior Financing shall continue to constitute Senior Financing, notwithstanding the fact that such Senior Financing or any claim for such Senior Financing is subordinated, avoided or disallowed under the United States Bankruptcy Code or other applicable law. Senior Financing shall also include any Indebtedness of the Company incurred in connection with a refinancing of the Senior Financing under the Senior Credit Agreement if the principal amount of such refinanced indebtedness does not exceed the sum of the principal amount of the Revolving Financing and the then outstanding principal amount of the Term Financing and if the terms and conditions of the agreements, documents and instruments related to such refinancing, taken as a whole, are not, in the reasonable judgment of Purchasers, materially more onerous to Purchasers than those set forth in the Senior Credit Agreement as in effect on the date hereof.

     “ Senior Financing Blocking Notice ” shall have the meaning assigned to such term in Section 13.2(b)(i) hereof.

     “ Senior Financing Covenant Default ” shall mean a Covenant Default on Senior Financing.

     “ Senior Financing Payment Default ” shall mean a Payment Default on Senior Financing.

     “ Senior Lender ” shall collectively mean the lenders party to the Senior Credit Agreement.

     “ Senior Leverage Ratio ” shall mean, for any period, the ratio of (x) Senior Debt as at the end of such period to (y) EBITDA for such period, plus, with respect to the fiscal quarters ending December 31, 2003, March 31, 2004 and June 30, 2004, the respective sums of $6,085,000, $4,276,000 and $2,131,000.

     “ Senior PIK Interest ” shall have the meaning assigned to such term in Section 3.1(b).

     “ Senior Subordinated Notes ” shall have the meaning assigned to such term in Section 2.3.

     “ Senior Subordinated Notes Blocking Notice ” shall have the meaning assigned to such term in Section 13.3(b)(i) hereof.

     “ Senior Subordinated Notes Covenant Default ” shall mean a Covenant Default on Senior Notes.

     “ Senior Subordinated Notes Payment Default ” shall mean a Payment Default on Senior Notes.

     “ Senior Term Loan B ” shall have the meaning assigned to such term in Section 2.3(a).

     “ Senior Term Loan C ” shall have the meaning assigned to such term in Section 2.3(b).

     “ Senior Term Loans ” shall have the meaning assigned to such term in Section 2.3(b).

     “ Senior Term Loans Blocking Notice ” shall have the meaning assigned to such term in Section 13.3(b)(i).

     “ Senior Term Loans Covenant Default ” shall mean a Covenant Default under the Senior Term Loans.

     “ Senior Term Loans Payment Default ” shall mean a Payment Default under the Senior Term Loans.

     “ Senior Term B Notes ” shall have the meaning assigned to such term in Section 2.3(a).

     “ Senior Term C Closing Fee ” shall mean a fee in an amount equal to $120,000.

     “ Senior Term C Notes ” shall have the meaning assigned to such term in Section 2.3(b).

     “ Senior Term Notes ” shall mean the Senior Term B Notes and the Senior Term C Notes.

     “ Stockholders Agreement ” shall have the meaning assigned to such term in Section 4.1(h) hereof.

     “ Structuring Fee ” shall mean a fee in an amount equal to $1,450,000 payable by the Company to ACFS in consideration of the structuring of the financing contemplated hereby.

     “ Subject Securities ” shall mean the Warrants, any shares of Common Stock of the Company purchased upon the exercise of any Warrant, any shares of Common Stock of the Company purchased pursuant to Article 11 hereof and shares of Common Stock purchased pursuant to Section 2.7.

     “ Subordinated Debt ” shall mean and include

          (a) all obligations, liabilities and indebtedness of the Company now or hereafter existing, whether for principal, prepayment premium, if any, interest, fees, expenses or otherwise, under or arising out of or relating to the Subordinated Notes, and

          (b) any claims arising in respect of any breach of this Agreement (including, without limitation, the breach of any representation or warranty under this Agreement), and any claims in respect of indemnification obligations in respect of or arising out of this Agreement, in each case to the extent related to the Subordinated Notes, it being understood that no obligations, liabilities, indebtedness or claims under, arising out of or relating to the Senior Term Loans or the Senior Term Notes is or shall be considered Subordinated Debt.

     “ Subordinated Notes ” shall mean the Senior Subordinated Notes and the Junior Subordinated Notes.

     “ Subsidiary ” shall mean a corporation or other entity of whose shares of stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

     “ S&P ” shall have the meaning assigned to such term in Section 7.2(g) hereof.

     “ Term Financing ” shall mean the secured term credit facility pursuant to the Senior Credit Agreement in an aggregate principal amount not to exceed $13,800,000, minus scheduled principal payments made thereon after the date hereof.

     “ Total Funded Debt ” shall mean, for any date, the sum of the outstanding balance on such date of (i) the obligations outstanding hereunder and under the Notes, (ii) the Senior Financing (and all other agreements, instruments and other documents executed in connection therewith and as in effect on the Closing Date) and (iii) Capital Leases.

     “ Total Leverage Ratio ” shall mean for any Person and for any period, the ratio of (x) Total Funded Debt as at the end of such period to (y) EBITDA for such period, plus, with respect to the fiscal quarters ending December 31, 2003, March 31, 2004 and June 30, 2004, the respective sums of $6,085,000, $4,276,000 and $2,131,000.

     “ Tranche A Notes ” shall have the meaning assigned to such term in Section 2.5.

     “ Tranche A PIK Condition ” shall mean that, after giving effect to the suspension of Junior Cash Interest payments on the Tranche B Notes pursuant to Section 3.1(d), either (a) except solely during the period commencing on the Additional Closing Date and continuing through and including January 31, 2005, the Undrawn Availability shall be less than $500,000 or

(b) the Fixed Charge Coverage Ratio shall be less than (i) 1.1 to 1 for each quarter ending prior to the quarter ending March 31, 2005 and (ii) 1.05 to 1 thereafter.

     “ Tranche B Notes ” shall have the meaning assigned to such term in Section 2.5.

     “ Tranche B PIK Condition ” shall mean that, after giving effect to the suspension of payments by the Company of Management Fees, either (a) except solely during the period commencing on the Additional Closing Date and continuing through and including January 31, 2005, the Undrawn Availability shall be less than $500,000 or (b) the Fixed Charge Coverage Ratio shall be less than (i) 1.1 to 1 for each quarter ending prior to the quarter ending March 31, 2005 and (ii) 1.05 to 1 thereafter.

     “ Transaction Documents ” shall mean this Agreement, the Notes, the Warrants and the Security Documents and all other agreements, instruments and documents delivered in connection therewith as any or all of the foregoing may be supplemented or amended from time to time.

     “ Transactions ” means the transactions contemplated by the Acquisition Agreement, the Senior Credit Agreement the Proxtronics Acquisition Agreement and under this Agreement.

     “ Underlying Common Stock ” shall mean (i) the Common Stock issued or issuable upon exercise of the Warrants and (ii) any equity securities issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

     “ Undrawn Availability ” shall have the meaning assigned to such term in the Senior Credit Agreement as in effect on the date hereof.

     “ UST ” shall mean an underground storage tank, including as that term is defined, construed and otherwise used in RCRA and in rules, standards and regulations issued pursuant to RCRA and comparable state and local laws.

     “ Warrants ” shall have the meaning assigned to such term in Section 2.6 hereof.

     “ Warrant Shares ” shall mean the shares of Common Stock issued or issuable upon exercise of the Warrants.

     1.2 Accounting Principles . Other than with respect to representations and warranties made as of the Closing Date and as of date hereof, the character or amount of any asset, liability, capital account or reserve and of any item of income or expense to be determined, and any consolidation or other accounting computation to be made, and the construction of any definition containing a financial term, pursuant to this Agreement shall be determined or made in accordance with generally accepted accounting principles in the United States of America consistently applied (“ GAAP ”), unless such principles are inconsistent with the express requirements of this Agreement.

     1.3 Other Definitional Provisions; Construction . Whenever the context so requires, neuter gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not in any particular provision of this agreement, and references to section, article, annex, schedule, exhibit and like references are

references to this Agreement unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Agent and Purchasers. References in this Agreement to any Persons shall include such Persons, successors and permitted assigns. Other terms contained in this Agreement (which are not otherwise specifically defined herein) shall have meanings provided in Article 9 of the New York Uniform Commercial Code on the date hereof to the extent the same are used or defined therein.

ARTICLE 2

ISSUE AND SALE OF SECURITIES AND SENIOR
TERM NOTES

     The Company agrees to issue and sell, and the Purchasers agree to purchase, the Securities and the Senior Term Notes, as provided in this Article 2.

     2.1 Authorization of Preferred Stock . The Company has duly authorized the issuance and sale, pursuant to the terms and conditions of this Agreement, of 20,000 shares of Series A PIK Redeemable Preferred Stock, par value $0.001 per share (the “ Preferred Stock ”), having the rights, preferences, privileges and restrictions set forth in the Charter of the Company attached hereto as Exhibit A .

     2.2 Authorization of Common Stock . The Company has duly authorized the issuance and sale, pursuant to the terms and conditions of this Agreement, of 17,500 shares of Common Stock.

     2.3 Senior Term Loans .

          (a) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“ Senior Term Loan B ”) to the Company on the Closing Date in the principal amount of $10,000,000. From and after Closing, the Senior Term Loan B shall be evidenced by one or more promissory notes made by the Company in favor of Purchasers in the form attached hereto as Exhibit B-1 (the “ Senior Term B Notes ”) to be delivered by the Company at the Closing.

          (b) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“ Senior Term Loan C ” and together with Senior Term Loan B the “ Senior Term Loans ”) to the Company on the Additional Closing Date in the principal amount of $4,000,000. From and after the Additional Closing, the Senior Term Loan C shall be evidenced by one or more promissory notes made by the Company in favor of Purchasers in the form attached hereto as Exhibit B-2 (the “ Senior Term C Notes ”, and together with the Senior Term B Notes, the “ Senior Term Notes ”) to be delivered by the Company at the Additional Closing.

     2.4 Senior Subordinated Notes . The Company has duly authorized the issuance and sale to Purchasers of $8,600,000 in aggregate principal amount of the Company’s Senior Subordinated Notes Due September 30, 2009 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “ Senior Subordinated Notes ”), to be substantially in the form of the Senior Subordinated Notes attached hereto as Exhibit C .

     2.5 Junior Subordinated Notes . The Company has duly authorized the issuance and sale to Purchasers of $8,600,000 in aggregate principal amount of the Company’s Junior Subordinated Notes Due September 30, 2010 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 and Notes issued in exchange for Put Shares pursuant to Section 10.4 or Section 10.5, the “ Junior Subordinated Notes ”) (the Junior Subordinated Notes together with the Senior Subordinated Notes, the “ Subordinated Notes ”). The Junior Subordinated Notes are authorized in two tranches: Tranche A Junior Subordinated Notes in the aggregate principle amount of $4,300,000 (“ Tranche A Notes ”) and Tranche B Junior Subordinated Notes in the aggregate principle amount of $4,300,000 (the “ Tranche B Notes ”). The Junior Subordinated Notes will be in substantially the forms attached as Exhibits D-1 and D-2 .

     2.6 Authorization and Issuance of the Warrants . The Company has duly authorized the issuance and sale to Purchasers of stock purchase warrants substantially in the form of the warrant attached hereto as Exhibit E evidencing Purchasers’ right to acquire an aggregate of 88,560 shares of Common Stock of the Company (the “ Warrants ”) representing 83.5% of issued and outstanding Common Stock of the Company at the time of Closing (before giving effect to the exercise of all Options issued or reserved for issuance as of the Closing Date).

     2.7 Sale and Purchase . Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Notes as set forth on Annex B , the Notes in the aggregate principal amount set forth in Section 2.3, Section 2.4 and Section 2.5 hereof for $31,200,000 in the aggregate, (b) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Warrants as set forth on Annex B , the Warrants for $100 in the aggregate and (c) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Preferred Stock as set forth on Annex B, 20,000 shares of Preferred Stock for $20,000,000 in the aggregate and 17,500 shares of Common Stock for $1,750,000 in the aggregate.

     2.8 The Closing .

          (a) The closing of the sale of the Original Securities took place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, on September 30, 2003 (the “ Closing Date ”). The Original Securities were issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers requested in writing not less than two (2) Business Days before the Closing Date. Delivery of the Original Securities were made to Purchasers against payment of the purchase price therefor, less the Loan Origination Fee, the Structuring Fee and any other amounts payable pursuant to Section 4.1(i).

          (b) Delivery of and payment for the Additional Securities (the “ Additional Closing ”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on the date hereof or at such place or on such other date as may be mutually agreeable to the Company and Purchasers. The date and time of the Additional Closing as finally determined pursuant to this Section 2.8(b) are referred to herein as the “ Additional Closing Date .” Delivery of the Additional Securities shall be made to Purchasers (or their designees) against payment of the purchase price therefor, less any unpaid Senior Term C Closing Fee and any other amounts due and payable pursuant to Section 4.1(i) hereof, by wire transfer of immediately available funds in the manner agreed to by the Company

and Purchasers. The Senior Term C Notes shall be issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Additional Closing Date.

ARTICLE 3

REPAYMENT OF THE SENIOR TERM LOANS,
THE SENIOR SUBORDINATED NOTES
AND THE JUNIOR SUBORDINATED NOTES

     3.1 Interest Rates and Interest Payments .

          (a) Senior Term Loan B . The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the first Business Day of each month, commencing November 1, 2003 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at the Loan B Rate. Interest shall be computed on the basis of a year of three hundred sixty (360) days, composed of twelve 30-day months, and the actual number of days elapsed.

          (b) Senior Term Loan C . The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan C on the first Business Day of each month commencing January 1, 2005 through the date of repayment in full of the Senior Term Loan C. The Senior Term Loan C shall bear interest on the outstanding principal thereof at the Loan C Rate. Interest shall be computed on the basis of a year of three hundred sixty (360) days, composed of twelve 30-day months, and the actual number of days elapsed.

          (c) Senior Subordinated Notes . The Company covenants and agrees to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the first Business Day of each month during the term of the Senior Subordinated Notes commencing on November 1, 2003. The Senior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Senior PIK Interest that is paid-in-kind as described below), at a rate equal to thirteen percent (13.0%) per annum (“ Senior Cash Interest ”) and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Senior Subordinated Notes (as such principal amount is so increased from time to time), at a rate of two percent (2%) per annum (“ Senior PIK Interest ”); provided, further, that a late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid when due in accordance with this Section 3.1(b). Senior PIK Interest shall be payable monthly as provided above. Senior PIK Interest shall be payable as an increase in the principal amount of the Senior Subordinated Notes without any further action on the part of Agent or the Company and such increased principal amount of the Senior Subordinated Notes shall be paid in full in connection with the repayment of the Senior Subordinated Notes. Both Senior Cash Interest and Senior PIK Interest will be computed on the basis of a year of 360 days, composed of twelve 30-day months, and the actual number of days elapsed. The Agent’s determination of the amount of Senior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (d) Junior Subordinated Notes . The Company covenants and agrees to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the first Business Day of each month during the term of the Junior Subordinated Notes commencing on November 1, 2003. The Junior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Junior PIK Interest that is paid-in-kind as described below), at a rate equal to fourteen percent (14.0%) per annum (“ Junior Cash Interest ”) and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Junior Subordinated Notes (as such principal amount is so increased from time to time), at a rate of three percent (3%) per annum (“ Junior PIK Interest ”); provided, further, that a late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid when due in accordance with this Section 3.1(c). Junior PIK Interest shall be payable as an increase in the principal amount of the Junior Subordinated Notes without any further action on the part of Agent or the Company and such increased principal amount of the Junior Subordinated Notes shall be paid in full in connection with the repayment of the Junior Subordinated Notes. Both Junior Cash Interest and Junior PIK Interest on the Junior Subordinated Notes will be computed on the basis of a year of 360 days, composed of twelve 30-day months, and the actual number of days elapsed. The Agent’s determination of the amount of Junior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (e) Further PIK Conditions . From and after the date on which the Senior Agent gives the Agent and the Company notice that either of the Tranche B PIK Conditions exists, notwithstanding the Junior Cash Interest Payment obligations of the Company pursuant to Section 3.1(d), the entire amount of interest payable on the Tranche B Notes shall be payable in the form of Junior PIK Interest at a rate of 17.0% per annum, subject to such other terms with respect to Junior PIK Interest as are provided in Section 3.1(d). From and after the date on which the Senior Agent gives the Agent and the Company notice that either of the Tranche A PIK Conditions exists, notwithstanding the Junior Cash Interest Payment obligations of the Company pursuant to Section 3.1(d), the entire amount of interest payable on the Tranche A Notes shall be payable in the form of Junior PIK Interest at a rate of 17.0% per annum, subject to such other terms with respect to Junior PIK Interest as are provided in Section 3.1(d). The Tranche A Notes shall resume payment of Junior Cash Interest prospectively from and after the date (and so long as) both Tranche A PIK Conditions shall cease to exist and the Tranche B Notes shall resume payment of Junior Cash Interest prospectively from and after the date (and so long as) both Tranche B PIK Conditions shall cease to exist.

          (f) Cash Payments in Lieu of PIK Interest . Notwithstanding Sections 3.1(c), (d) and 3.1(e) hereof, commencing with the first “accrual period” (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date, the Company shall, in respect to either or both series of Subordinated Notes (including, for all purposes of this Section 3.1(f), any Tranche thereof), pay in cash, on or before the end of such accrual period, both the annual Junior or Senior PIK Interest and the accrued and unpaid PIK Interest with respect to such series of Subordinated Notes if, but only to the extent that, the aggregate amount of the sum of (i) the PIK Interest and (ii) the original issue discount (other than PIK Interest), in each case that has accrued and not been paid in cash from the Closing Date through the end of such accrual period on such series of Subordinated Notes, exceeds the product of the “issue price” (as defined for purposes of the Code) for such series of Subordinated Notes and the “yield to maturity” (as defined for purposes of the Code) on such series of Subordinated Notes.

     3.2 Repayment of Senior Term B Notes . The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the unpaid principal balance of the Senior Term B Notes in the amount of $25,000 per calendar quarter commencing January 1, 2004. The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Senior Term B Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on September 30, 2008.

     3.3 Repayment of Senior Term C Notes . The Company covenants and agrees to repay Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Senior Term C Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on November 10, 2011.

     3.4 Repayment of Senior Subordinated Notes . The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Senior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on September 30, 2009.

     3.5 Repayment of Junior Subordinated Notes . The Company covenants and agrees to pay to Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Junior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on September 30, 2010.

     3.6 Optional Prepayment of the Notes . Subject to the terms of this Section 3.6, the Company may prepay to Agent, for the ratable benefit of Purchasers, the outstanding principal amount of the Senior Term Notes, the Senior Subordinated Notes and the Junior Subordinated Notes in whole or in part in multiples of $100,000, or such lesser amount as is then outstanding on any of the Notes, at any time at a price equal to (i) the accrued interest on such Note, if any, to the date set for prepayment, plus, (ii) a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of the Notes, equal to the principal amount prepaid on such Note multiplied by the following percentage:

provided , however , that (a) the Senior Subordinated Notes may not be prepaid so long as any Senior Term Notes remain outstanding and (b) the Junior Subordinated Notes may not be prepaid so long as any Senior Subordinated Notes remain outstanding. All such prepayments (A) shall be applied by Agent to the outstanding principal of the Notes in order of priority set forth above and in the inverse order of maturity after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith, and (B) in connection with the Senior Term Loans, shall be applied first to the Senior Term Loan B and second, so long as no Senior Term B Notes remain outstanding, to the Senior Term Loan C.

     3.7 Notice of Optional Prepayment . If the Company elects to prepay any Notes pursuant to Section 3.6 hereof, the Company shall give notice of such prepayment to Agent and each holder of the Notes to be prepaid not less than thirty (30) days or more than ninety (90) days prior to the date fixed for prepayment, specifying (i) the date on which such prepayment is to be made, (ii) the principal amount of such Notes to be prepaid on such date, and (iii) the premium, if any, and accrued interest applicable to the prepayment. Such notice shall be accompanied by a certificate of the Chairman of the Board of Directors, the President or the Vice President and the Treasurer of the Company that such prepayment is being made in compliance with Section 3.6. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the premium, if any, shall become due and payable on the prepayment date set forth in such notice.

     3.8 Mandatory Prepayment .

          (a) Change of Control . The Notes shall be prepaid in full, together with all interest, fees and expenses plus a prepayment premium computed in accordance with Section 3.6, as if such prepayment were an optional prepayment pursuant to Section 3.6, in the event of a Change of Control or upon such Notes becoming due pursuant to Section 8.2.

          (b) Excess Cash Flow . Subject to the satisfaction of each of the conditions set forth in the second sentence of Section 7.18 of the Senior Credit Agreement, the Company shall prepay the outstanding amount of the Senior Term Notes in an amount equal to 75% of Net Cash Flow for each fiscal year commencing on or after December 31, 2003, payable upon delivery of the financial statements to the Agent referred to in and required by Section 7.1(e)(i) for such fiscal year but in any event not later than ninety (90) days after the end of each such subsequent fiscal year, which amount shall be applied first, to the outstanding principal installments of the Term Financing in the inverse order of the maturities thereof; provided , however , that (a) with respect to each fiscal year during which the Senior Leverage Ratio (as defined in the Senior Credit Agreement) was equal to or less than 1.25 to 1.00, the 75% figure set forth in this Section 3.8(b) shall be reduced to 50%; and provided, further, that the amount of any prepayment due pursuant to this Section 3.8(b) shall be reduced by the amount of any prepayment made by the Company on the Term Financing pursuant to Section 2.14(b) of the Senior Credit Agreement. All such prepayments shall be applied by Agent to the outstanding principal of Senior Term Loan B, and then to the outstanding principal of Senior Term Loan C, in each case in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.

     3.9 Home Office Payment . The Company will pay all sums becoming due on the Notes for principal, premium, if any, and interest to Agent by the method and at the address specified for such purpose in Annex A , or by such other method or at such other address as Purchasers shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Notes or the making of any notation thereon, except that, upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each holder thereof shall surrender such Notes for cancellation, reasonably promptly after such request, to the Company at its principal executive office.

     3.10 Taxes . Any and all payments by the Company hereunder or under the Notes or any other Transaction Documents that are made to or for the benefit of Purchasers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts,

deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (collectively, “ Taxes ”), excluding taxes imposed on Agent’s or Purchasers’ net income or capital and franchise taxes imposed on any of them by the jurisdiction under the laws of which any of them is organized or any political subdivision thereof (all such nonexcluded Taxes being hereinafter referred to as “ Covered Taxes ”). If the Company shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder or under any Note or other Purchase Document to Agent for the benefit of Purchasers, or to Purchasers, the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 3.10), each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. The Company shall make such deductions and the Company shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Company agrees to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that arise at any time or from time to time from any payment made under any and all Transaction Documents or from the execution or delivery by the Company or from the filing or recording or maintenance of, or otherwise with respect to the exercise by Agent or Purchasers of their respective rights under any and all Transaction Documents (collectively, “ Other Taxes ”). The Company will indemnify Agent and Purchasers for the full amount of Covered Taxes imposed on or with respect to amounts payable hereunder and Other Taxes, and any liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto. Payment of this indemnification shall be made within thirty (30) days from the date Agent or Purchasers provide the Company with a certificate certifying and setting forth in reasonable detail the calculation thereof as to the amount and type of such Taxes. Any such certificates submitted by Agent or Purchasers in good faith to the Company shall, absent manifest error, be final, conclusive and binding on all parties. The obligation of the Company under this Section 3.10 shall survive the payment of the Notes and the termination of this Agreement. Within thirty (30) days after the Company having received a receipt for payment of Covered Taxes and/or Other Taxes, the Company shall furnish to Agent, the original or certified copy of a receipt evidencing the full payment thereof.

     3.11 Maximum Lawful Rate . This Agreement, the Notes and the other Transaction Documents are hereby limited by this Section 3.11. In no event, whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under such applicable law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under applicable law, the interest and fees shall be reduced to the maximum amount permitted under applicable law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the principal amount of the Notes, in such manner as may be determined by Purchasers, and not to the payment of fees or interest, or if such excessive interest exceeds the unpaid balance of the principal amount of the Notes, such excess shall be refunded to the Company.

     3.12 Capital Adequacy . If, after the date hereof, either the introduction of or any change of the interpretation of any law or the compliance by Purchasers with any guideline or request from any governmental authority (whether or not having the force of law) has or would have the effect of reducing the rate of return on the capital or assets of Purchasers as a consequence of, as determined by Agent or Purchasers in their sole discretion, the existence of

any Purchaser’s obligations under this Agreement or any other Transaction Documents, then, upon demand by Purchasers, the Company immediately shall pay to Purchasers, from the time as specified by Purchasers, additional amounts sufficient to compensate Purchaser in light of such circumstances.

     3.13 Breakage . In addition to all amounts required to be paid by the Company pursuant to this Agreement, the Company shall compensate each Purchaser, upon demand, for all losses, expenses and liabilities that such Purchaser may sustain (i) if for any reason any LIBOR Rate based loan is prepaid on a date that is not the last day of the applicable interest period or (ii) as a consequence of any failure by the Company to repay LIBOR Rate based loans when required by the terms hereof. The Purchaser making demand for such compensation shall deliver to the Company concurrently with such demand a written statement as to such losses, expenses and liabilities in reasonable detail, and this statement shall be conclusive as to the amount of compensation due to such Purchaser, absent manifest error.

     3.14 Certain Waivers . The Company unconditionally waives (i) any rights to presentment, demand, protest or (except as expressly required hereby) notice of any kind, and (ii) any rights of rescission, setoff, counterclaim or defense to payment under the Notes or otherwise that the Company may have or claim against any Purchaser, the Agent or any prior Purchaser or Agent.

     3.15 Redemption of Preferred Stock . The Company shall redeem the Preferred Stock as specified in its Charter and shall make all payments required to be made thereunder.

ARTICLE 4

CONDITIONS

     4.1 Conditions to the Senior Term Loans and the Purchase of Securities . The obligation of Purchasers to advance the Senior Term Loans and to purchase and pay for the Securities is subject to the satisfaction, prior to or at the Closing, in the case of the issuance of the Original Securities, and the Additional Closing, in the case of the issuance of the Additional Securities, as the case maybe, of the following conditions:

          (a) Representations and Warranties True . The representations and warranties contained in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date and the Additional Closing Date, as the case may be, as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

          (b) Material Adverse Change . There will have been no material adverse change in the business or financial condition of the Company since July 30, 2003.

          (c) Security Agreement; Collateral Assignment . The Company and Agent, for the benefit of Purchasers, shall have entered into (i) a security agreement, in form and substance as set forth in Exhibit F attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “ Security Agreement ”) and (ii) a collateral patent, trademark, copyright and license assignment or assignments in form and substance as set forth in Exhibit G attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “ Collateral Assignment ”). The Company shall have executed and delivered to Agent, for the benefit of

Purchasers, such financing statements and other instruments (collectively, “ Financing Statements ”) as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement and the Collateral Assignment. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Company other than Permitted Liens.

          (d) Consummation of Acquisitions .

          (i) On the Closing Date, the Acquisition shall have been consummated on the terms set forth in the Acquisition Agreement and in form and substance satisfactory to Purchasers, in their sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (ii) On the Additional Closing Date, the Proxtronics Acquisition shall have been consummated on the terms set forth in the Proxtronics Acquisition Agreement in form and substance satisfactory to Purchasers, in their sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (e) Senior Financing . The Senior Financing shall have been consummated in form and substance satisfactory to Purchasers, in their sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (f) Environmental Reports . Agent shall have received all requested reports covering the Company’s properties in form and substance satisfactory to Agent regarding the Company’s compliance with Environmental Laws.

          (g) Stockholders Agreement . The Company and each of its stockholders shall have entered into a stockholders agreement in form and substance as set forth in Exhibit H hereto (as the same may be amended, modified or supplemented and in effect from time to time, the “ Stockholders Agreement ”).

          (h) Closing Documents . The Company will have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

          (i) one or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.3(a) and Annex B hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Company;

          (ii) one or more Senior Term C Notes evidencing the Senior Term Loan C (as designated by Agent and Purchasers pursuant to Section 2.3(b) and Annex B hereof) in aggregate original principal amount as set forth herein, duly completed and executed by the Company;

          (iii) one or more Senior Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.4 and Annex B hereof) in

aggregate original principal amounts as set forth herein, duly completed and executed by the Company;

          (iv) one or more Junior Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.5 and Annex B hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Company;

          (v) one or more Warrants (as designated by Agent and Purchasers pursuant to Section 2.6 and Annex B hereof) evidencing the right to acquire the number of shares of Common Stock of the Company set forth in Section 2.6 and Annex B hereof, subject to adjustment from time to time in accordance with the terms thereof;

          (vi) one or more stock certificates representing the Preferred Stock purchased pursuant to this Agreement;

          (vii) one or more stock certificates representing the Common Stock purchased pursuant to this Agreement;

          (viii) certificates of good standing dated not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be, for the Company issued by its jurisdiction of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent;

          (ix) a copy of the Charter of the Company certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be;

          (x) a copy of the By-laws of the Company, certified as of the Closing Date and the Additional Closing Date, as the case may be, by the secretary or assistant secretary of the Company;

          (xi) a certificate of the secretary or assistant secretary of the Company, certifying as to the names and true signatures of the officers or other authorized person of the Company authorized to sign this Agreement and the other documents to be delivered by the Company hereunder;

          (xii) copies of the resolutions duly adopted by the Company’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the Company of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the Company is a party, and the consummation of all of the other Transactions, certified as of the Closing Date and the Additional Closing Date, as the case may be, by the secretary or assistant secretary of the Company;

          (xiii) a certificate dated as of the Closing Date and the Additional Closing Date, as the case may be, from an officer of the Company stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent;

          (xiv) certificates of insurance evidencing the existence of all insurance required to be maintained by the Company pursuant to Section 7.1(c), and Agent shall be satisfied with the type and extent of such coverage;

          (xv) copies of all material leases to which the Company is a party; and

          (xvi) such other documents relating to the Transactions contemplated by this Agreement as Agent or its special counsel reasonably may request.

          (i) Purchaser’s Fees and Expenses .

          (i) Loan Origination Fee . On the Closing Date, the Company shall pay the Loan Origination Fee to ACFS (and the Company hereby authorizes Agent to deduct from the aggregate proceeds from the sale of the Original Securities, by the Company, the unpaid amount of such Loan Origination Fee);

          (ii) Structuring Fee . On the Closing Date, the Company shall pay the Structuring Fee to ACFS (and the Company hereby authorizes the Agent to deduct from the sale of the Original Securities, by the Company, the unpaid amount of such Structuring Fee);

          (iii) Senior Term C Closing Fee . On the Additional Closing Date, the Company shall pay the Senior Term C Closing Fee to ACFS (and the Company hereby authorizes the Agent to deduct from the sale of the Additional Securities, by the Company, the unpaid amount of such Senior Term C Closing Fee); and

          (iv) Other Fees and Expenses . On the Closing Date and the Additional Closing Date, as the case may be, the Company shall have paid the fees and expenses of Agent and Purchasers, payable by the Company pursuant to Section 14.4 hereof (and the Company hereby authorizes Agent to deduct from the aggregate proceeds of the sale of the Securities, by the Company, all such amounts).

          (j) Legal Investment . On the Closing Date and the Additional Closing Date, as the case may be, Purchasers’ purchase of the Securities and making of the Senior Term Loans shall not be prohibited by any applicable law, rule or regulation of any Governmental Authority (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System) as a result of the promulgation or enactment thereof or any changes therein.

          (k) Proceedings . All proceedings taken or required to be taken in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and the

Additional Closing Date, as the case may be, and all documents incident thereto will be satisfactory in form and substance to Agent and its special counsel and to Purchaser and its special counsel.

          (l) Consummation of Senior Financing . The Senior Financing shall have been consummated in form and substance satisfactory to the Purchasers in the Purchasers’ sole discretion and the Purchasers shall have been provided copies of all agreements, instruments and documents in connection therewith.

          (m) Investment Banking Services Agreement . The Company and ACFS shall have executed an Investment Banking Services Agreement in the form attached hereto as Exhibit I .

          (n) Employment Agreement of Sandra Nemecek . The Company shall have entered into an Employment Agreement with Sandra Nemecek in form and substance satisfactory to the Agent and the Purchaser in their sole discretion.

          (o) Intercreditor Agreement . The Company and Agent, for the benefit of Purchasers, and GMAC, as agent for the Senior Lenders, shall have entered into the Intercreditor Agreement.

          4.2 Waiver . Any condition specified in Section 4.1 hereof may be waived by Agent on behalf of Purchasers; provided that no such waiver will be effective against Agent unless it is set forth in a writing executed by Agent.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     5.1 Representations and Warranties of the Company . As a material inducement to Agent and Purchasers to enter into this Agreement, advance the Senior Term Loans, and purchase the Securities, the Company hereby represents and warrants to Agent and Purchasers as follows:

          (a) Organization and Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company has all requisite corporate or other organizational power and authority and all material licenses, permits, approvals and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the Transactions, and is qualified to do business in the jurisdictions listed on the “ Organization Schedule ” attached hereto as Schedule 5.1(a) , which includes every jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect. The Company has its principal place of business as set forth on the “ Organization Schedule ”. The copies of the Charter and By-laws of the Company has been furnished to Agent and reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

          (b) Principal Business . The Company is primarily engaged in the business of supplying analytical monitoring services to detect personal occupational exposure to radiation (the “ Business ”).

          (c) Financial Statements and Financial Projections .

          (i) Financial Statements; Historical Statements . The Company has delivered to Agent copies of its unaudited pro forma balance sheet and income statements of the Business for the year ended December 31, 2002, and unaudited balance sheet and income statements for the six (6) month period ended June 30, 2003 (together, the “ Financial Statements ”). The Financial Statements present fairly the financial position, results of operations and cash flows of the Business as at the dates and for the periods indicated.

          (ii) Financial Projections . The Company has delivered to Agent financial projections of the Company and their Subsidiaries for the period the Closing Date through December 31, 2008 derived from various assumptions of Company’s management (the “ Financial Projections ”). The Financial Projections represent a reasonable range of possible results in light of the history of the Business and the Company’s present and reasonably foreseeable conditions and the intentions of the Company’s management. The Financial Projections accurately reflect the liabilities of the Company upon consummation of the transactions contemplated hereby as of the Closing Date in all material respects.

          (iii) Accuracy of Financial Statements . The Company and their Subsidiaries do not have any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Annual Statements or in the notes thereto, and except as disclosed therein, there are no unrealized or anticipated losses from any commitments of the Company and their Subsidiaries in each case which would be reasonably expected to cause a Material Adverse Effect.

          (d) Capitalization and Related Matters . As of the Additional Closing Date, after giving effect to the Transaction