STOCK PURCHASE AGREEMENT

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EXHIBIT 10.31

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STOCK PURCHASE AGREEMENT

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DATED AS OF JANUARY 19, 2005

AMONG

MERIDIAN BIOSCIENCE, INC.

AS PURCHASER

AND

ROBERT W. MINARCHI,

VIRGINIA A. MINARCHI,

DIANNA CHALAS

AND

DEBORAH COLOMBO

AS SELLERS

AND

O.E.M. CONCEPTS, INC.

RELATING TO ALL ISSUED AND

OUTSTANDING SHARES OF CAPITAL STOCK OF

O.E.M. CONCEPTS, INC.

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1. DEFINITIONS........................................................................................... 1

1.1 Certain Defined Terms....................................................................... 1

2. PURCHASE AND SALE..................................................................................... 9

2.1 Purchase and Sale of Shares................................................................. 9

2.2 Purchase Price.............................................................................. 9

2.3 Payment of Purchase Price................................................................... 9

2.4 Purchase Price Adjustment................................................................... 10

2.5 Review Period............................................................................... 11

2.6 Dispute Resolution.......................................................................... 11

2.7 Earnout Payments............................................................................ 12

3. CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY CONSENTS, USE OF NAME AND FURTHER

ASSURANCES............................................................................................ 13

3.1 Closing..................................................................................... 13

3.2 Items to be Delivered at Closing by Sellers................................................. 14

3.3 Items to be Delivered at Closing by Purchaser............................................... 15

3.4 Consummation of Agreement................................................................... 15

3.5 Further Assurances.......................................................................... 16

4. REPRESENTATIONS AND WARRANTIES OF THE CONTROLLING SHAREHOLDERS AND THE COMPANY........................ 16

4.1 Corporate Existence......................................................................... 16

4.2 Corporate Power; Authorization; Enforceable Obligations..................................... 16

4.3 Capital Stock and Ownership of Shares; Subsidiaries......................................... 16

4.4 Validity of Contemplated Transactions, Needed Consents, etc................................. 17

4.5 Financial Information....................................................................... 17

4.6 Tax and Other Returns and Reports........................................................... 18

4.7 Title to and Condition of Properties........................................................ 18

4.8 Litigation.................................................................................. 19

4.9 Insurance................................................................................... 20

4.10 Contracts and Commitments................................................................... 20

4.11 Supplier Contracts.......................................................................... 22

4.12 Employees................................................................................... 22

4.13 Employee Benefit Plans and Arrangements..................................................... 22

4.14 Environmental Matters....................................................................... 24

4.15 Compliance or Liability Under Laws; Permits, etc............................................ 25

4.16 Intellectual Property....................................................................... 26

4.17 Undisclosed Liability....................................................................... 27

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4.18 Products, Inventories and Operations........................................................ 28

4.19 Formulae, Etc., for Products................................................................ 28

4.20 Product Liability........................................................................... 28

4.21 Product Warranty............................................................................ 28

4.22 Notes and Accounts Receivable............................................................... 29

4.23 Conduct of Business......................................................................... 29

4.24 Investments................................................................................. 30

4.25 Affiliate Transactions...................................................................... 30

4.26 Brokers..................................................................................... 30

4.27 Disclosure.................................................................................. 30

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER........................................................... 30

5.1 Corporate Existence......................................................................... 30

5.2 Corporate Power and Authorization........................................................... 30

5.3 Validity of Contemplated Transactions, etc.................................................. 30

5.4 Investment Purpose.......................................................................... 31

5.5 Brokers..................................................................................... 31

5.6 Disclosure.................................................................................. 31

6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES............................................................ 31

6.1 Survival of Representations and Warranties.................................................. 31

7. COVENANTS............................................................................................. 32

7.1 Conduct of Business of the Company Prior to the Closing..................................... 32

7.2 Access to Information....................................................................... 33

7.3 Due Diligence............................................................................... 34

7.4 Regulatory and Other Authorizations; Notices and Consents................................... 34

7.5 Notice of Developments...................................................................... 35

7.6 No Solicitation or Negotiation; Break-Up Fee................................................ 35

7.7 Final Tax Returns........................................................................... 37

7.8 Further Action.............................................................................. 37

7.9 Press Releases.............................................................................. 37

8. TAX MATTERS........................................................................................... 37

8.1 Sellers' Indemnity.......................................................................... 37

8.2 Purchaser Indemnity......................................................................... 38

8.3 Payment for Tax Benefits Realized in Connection With Indemnity by Sellers................... 38

8.4 Allocation Between Partial Periods.......................................................... 38

8.5 Post-Closing Audits and Other Procedures.................................................... 38

8.6 Cooperation................................................................................. 39

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9. CONDITIONS PRECEDENT TO THE CLOSING................................................................... 39

9.1 Conditions Precedent to Purchaser's Obligations............................................. 39

9.2 Conditions Precedent to the Obligations of Sellers.......................................... 40

10. INDEMNIFICATION....................................................................................... 41

10.1 General Indemnification Obligation of Controlling Shareholders.............................. 41

10.2 General Indemnification Obligation of Purchaser............................................. 42

10.3 Third Party Claims - Indemnification........................................................ 42

10.4 Provisions Regarding Indemnity.............................................................. 43

10.5 Payment..................................................................................... 44

10.6 Survival of Indemnification................................................................. 44

10.7 Basket/Cap.................................................................................. 44

10.8 Sole Remedy................................................................................. 45

11. MISCELLANEOUS......................................................................................... 45

11.1 Termination................................................................................. 45

11.2 Expenses.................................................................................... 45

11.3 Assignment and Binding Effect............................................................... 46

11.4 Waiver...................................................................................... 46

11.5 Notices..................................................................................... 46

11.6 Headings, Gender and "Person"............................................................... 47

11.7 Schedules and Exhibits...................................................................... 47

11.8 Severability................................................................................ 47

11.9 Counterparts................................................................................ 48

11.10 Entire Agreement............................................................................ 48

11.11 Amendments.................................................................................. 48

11.12 Exclusive Benefits.......................................................................... 48

11.13 Delays or Omissions......................................................................... 48

11.14 Construction................................................................................ 48

11.15 Governing Law............................................................................... 48

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Exhibits:

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A - Escrow Agreement

B - Indemnity Escrow Agreement

C - Employment Agreement and Consulting Agreement

D - Opinion of Counsel for Sellers

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Schedules:

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1.1 Key Employees

2.2 Purchase Price

4.1 Sellers' jurisdiction of qualification

4.3(i) List of issued and outstanding shares

4.3(ii) List of warrants, subscriptions, options, etc.

4.3(iii) List of treasury stock

4.4 Consents

4.7.1 Owned Real Property

4.7.2 Leased Real Property

4.8 Pending Litigation

4.9 Insurance Policies

4.10 Material Contracts

4.11 Supplier Contracts

4.13 Employee Benefit Plans

4.14 Environmental Permits

4.15 Operating Permits

4.16 Owned Intellectual Property

4.19 Products

4.21 Product Warranty

4.23 Conduct of Business

4.25 Affiliated Transactions

7.1.1 Taxes

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of January

19, 2005 by and among MERIDIAN BIOSCIENCE, INC., an Ohio corporation

("Purchaser"), ROBERT W. MINARCHI, VIRGINIA A. MINARCHI, DIANNA CHALAS and

DEBORAH COLOMBO (collectively, the "Sellers'") and O.E.M. CONCEPTS, INC., a New

Jersey corporation (the "Company").

RECITALS:

A. The Sellers own all of the issued and outstanding shares of Common

Stock, without par value (the "Shares") of the Company and all of the

outstanding options to acquire shares of Common Stock of the Company with Robert

W. Minarchi, Virginia A. Minarchi and Dianna Chalas (each a "Controlling

Shareholder" and collectively the "Controlling Shareholders") owning

approximately 95.24% of the Shares after giving effect to the exercise of such

options.

B. Subject only to the limitations and exclusions contained in this

Agreement and on the terms and conditions hereinafter set forth, Sellers desire

to sell and Purchaser desires to purchase at the Closing on the Closing Date (as

those terms are hereinafter defined) all of the Shares.

NOW, THEREFORE, in consideration of the recitals and of the respective

covenants, representations, warranties and agreements herein contained, and

intending to be legally bound hereby, the parties hereto hereby agree as

follows:

1. DEFINITIONS.

1.1 Certain Defined Terms. As used in this Agreement, the following terms

shall have the following meanings, unless otherwise expressly provided or unless

the context clearly requires otherwise:

"Action" means any charge, decision, judgment, injunction, writ, subpoena,

demand, notice, hearing, claim, action, judicial or administrative order or

decree, suit, arbitration, inquiry, proceeding or investigation by or before any

Governmental Authority or any Person.

"Adjusted Total Capital" means Total Capital as calculated by reference to

the Closing Balance Sheet minus the Tax Adjustment.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations

promulgated under the Securities Exchange Act of 1934, as amended.

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"Agreement" means this Stock Purchase Agreement among Purchaser, Sellers

and the Company (including all of the Exhibits and Schedules hereto), and all

amendments hereto made in accordance with the provisions hereof.

"Acquisition Transaction" has the meaning specified in Section 7.6.1

hereof.

"Benefit Liability" means any and all debts, liabilities and obligations,

whether accrued or fixed, absolute or contingent, matured or unmatured or

determined or determinable, arising under ERISA or under any Employee Benefit

Plan.

"Business" means the business of the Company including without limitation

the large scale production of Monoclonal and Polyclonal Antibodies, including

specific monoclonal cell lines owned or licensed, for direct sale and on a

contract bases and all intellectual and proprietary technologies employed in the

products and purification of antibodies.

"Business Day" means any day that is not a Saturday, a Sunday or other day

on which banks are required or authorized by law to be closed in the City of

Cincinnati.

"CAP" has the meaning specified in Section 10.7.

"CERCLA" means the Comprehensive Environmental Response, Compensation, and

Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq. through the

date hereof.

"Closing" has the meaning specified in Section 3.1.

"Closing Conditions" means the conditions to the Closing specified in

Article 9 hereof.

"Closing Date" has the meaning specified in Section 3.1.

"Code" means the Internal Revenue Code of 1986, as amended through the

date hereof.

"Company" has the meaning specified in the preamble to this Agreement.

"Contract Renewal Value" means the maximum revenue that can be achieved

under any extension or renewal of the Government Contract.

"Controlling Shareholder(s)" has the meaning specified in Recital A of

this Agreement.

"Dollars" and "$" means the lawful currency of the United States of

America.

"Earnout Payments" has the meaning specified in Section 2.7.

"Employee Benefit Plan" means (i) any "employee benefit plan" (within the

meaning of Section 3(3) of ERISA); and (ii) any Multiemployer Plan within the

meaning of Section 3(37) of

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ERISA, including a terminated plan or frozen plan to which the Company is making

contributions or has made contributions within the preceding six (6) years.

"Employee Welfare Benefit Plan" means any "employee welfare benefit plan"

within the meaning of Section 3(1) of ERISA.

"Encumbrance(s)" means any security interest, pledge, mortgage, lien,

charge, encumbrance, adverse claim, preferential arrangement with a creditor or

restriction of any kind, including, without limitation, any restriction on the

use, voting, transfer, receipt of income or other exercise of any attributes of

ownership.

"Environment" means surface waters, groundwaters, soil, subsurface strata

and ambient air, and plant and animal life, and any other environmental medium

or natural resource.

"Environmental Claims" means any and all administrative, regulatory or

judicial actions, suits, demands, demand letters, citations, claims, liens,

liabilities, notices of liability, non-compliance or violation, investigations,

proceedings, consent orders, decrees or agreements or other communication

relating in any way to any Environmental Laws or Environmental Permits

(hereafter "Claims"), including, without limitation, (a) any and all Claims or

judgments by Governmental Authorities for enforcement, investigation,

monitoring, cleanup, removal, response, remedial, or other actions or damages,

pursuant to any applicable Environmental Laws and (b) any and all Claims by any

Person seeking damages, contribution, indemnification, corrective action or

cleanup, cost recovery, compensation, or injunctive relief resulting from

Hazardous Substances or arising from alleged damages or injury or threat of

damages or injury to health, safety or the Environment.

"Environmental Laws" means any federal, state or local law, rule,

regulation, code, ordinance, and requirements, including common law, in each

case now in effect, and any judicial or administrative interpretation thereof in

each case now in effect, including any judicial or administrative order, consent

decree, or judgment, relating to the environment, human health and safety, or

Hazardous Substances, including, without limitation, CERCLA; Occupational Safety

and Health Act of 1970 ("OSHA"), as amended, 29 U.S.C. Section 651 et. seq.; the

Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901 et seq.;

the Hazardous Materials Transportation Act, 49 U.S.C. Section 6901 et seq.; the

Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Toxic

Substances Control Act ("TSCA"), 15 U.S.C. Section 2601 et seq.; the Clean Air

Act ("CAA"), 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42

U.S.C. Section 300f et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et

seq.; the Emergency Planning and Community Right to Know Act, as amended, 42

U.S.C. Section 11001, et seq.; and the Federal Insecticide, Fungicide and

Rodenticide Act, 7 U.S.C. Section 136 et seq. ("FIFRA")

"Environmental Liabilities" means any and all debts, expenses, claims,

liabilities, fines, penalties, and obligations, whether accrued or fixed,

absolute or contingent, matured or

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unmatured or determined or determinable, arising under any Environmental

Laws, Action, and Environmental Permits.

"Environmental Permits" means all permits, certificates, approvals,

identification numbers, registrations, waivers, renewals, applications,

modifications, licenses, and other authorizations required under any applicable

Environmental Laws.

"ERISA" means the Employee Retirement Income Security Act of 1974 and the

related regulations, in each case as amended as of the date hereof and as the

same may be amended or modified from time to time. References to titles,

subtitles, sections, paragraphs or other provisions of ERISA and the related

regulations also refer to successor provisions.

"Escrow Agent" means Keating, Muething & Klekamp, P.L.L., as escrow agent

pursuant to the terms of the Escrow Agreement and the Indemnity Escrow

Agreement.

"Escrow Agreement" has the meaning specified in Section 2.3(i) to this

Agreement.

"Financial Statements" has the meaning specified in Section 4.5.

"GAAP" means generally accepted accounting principles and practices as in

effect in the United States from time to time and applied consistently

throughout the periods involved.

"Government Contract" means the Company's current contract with the U.S.

Government (Contract No. W9113M-04-D-0003).

"Governmental Authority" means any United States federal, state, local or

any foreign government, governmental, regulatory or administrative authority,

board, bureau, department, instrumentality, agency, commission, or

quasi-governmental unit, or any court, tribunal, or judicial or arbitral body.

"Gross Profit" shall be equal to the Gross Profit Margin multiplied by the

Sales Volume.

"Gross Profit Margin" means, with respect to any good or class of goods,

the lesser of (a) the Sales Volume with respect to such goods minus the cost of

such goods divided by the Sales Volume with respect to such goods or (b) 0.52.

The cost of goods shall consist of all costs incurred in the production of the

goods including, without limitation, raw materials consumed during the

production process, freight costs related to raw material receipts, salaries for

direct and indirect labor, contract labor costs, overhead costs and royalty

costs.

"Hazardous Substances" means all petroleum and petroleum products, and all

substances, wastes, pollutants, contaminants, and any materials regulated or

defined or designated as hazardous, extremely or imminently hazardous,

dangerous, or toxic, pursuant to any law, by any Governmental Authority, or with

respect to which such a Governmental Authority otherwise

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requires environmental investigation, monitoring, reporting, or remediation,

including but not limited to, all substances, wastes, pollutants, contaminants,

and materials regulated, or defined or designated as hazardous, extremely or

imminently hazardous, dangerous or toxic, under any Environmental Laws.

"Indebtedness" means, with respect to any Person, the following, without

duplication, (a) all indebtedness for borrowed money of such Person, whether or

not contingent, (b) all obligations of such Person for the deferred purchase

price of property or services except trade accounts payable and accrued

liabilities that arise in the ordinary course of business, (c) all obligations

of such Person evidenced by notes, bonds, debentures or other similar

instruments, (d) all indebtedness created or arising under any conditional sale

or other title retention agreement with respect to property acquired by such

Person (even though the rights and remedies of the seller or lender under such

agreement in the event of default are limited to repossession or sale of such

property), (e) all obligations of such Person as lessee under leases that have

been, in accordance with GAAP, recorded as capital leases, (f) all obligations,

contingent or otherwise, of such Person under acceptance, letter of credit or

similar facilities, (g) all obligations of such Person to purchase, redeem,

retire, defease or otherwise acquire for value any capital stock of such Person

or any warrants, rights or options to acquire such capital stock, valued, in the

case of redeemable preferred stock, at the greater of its voluntary or

involuntary liquidation preference plus accrued and unpaid dividends but only to

the extent such obligation is payable (i) at a fixed or determinable date,

whether by operation of a sinking fund or otherwise, (ii) at the option of any

Person other than such Person or (iii) upon the occurrence of a condition not

solely within the Control of such Person, such as a redemption required to be

made out of future earnings, (h) all Indebtedness of others referred to in

clauses (a) through (f) above guaranteed directly or indirectly in any manner by

such Person, or in effect guaranteed directly or indirectly by such Person

through an agreement (i) to pay or purchase such Indebtedness or to advance or

supply funds for the payment or purchase of such Indebtedness, (ii) to purchase,

sell or lease (as lessee or lessor) property, or to purchase or sell services,

primarily for the purpose of enabling the debtor to make payment of such

Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to

supply funds to or in any other manner invest in the debtor (including any

agreement to pay for property or services irrespective of whether such property

is received or such services are rendered) or (iv) otherwise to assure a

creditor against loss, and (A) all Indebtedness referred to in clauses (a)

through (f) above secured by (or for which the holder of such Indebtedness has

an existing right, contingent or otherwise, to be secured by) any Encumbrance on

property (including, without limitation, accounts and contract rights) owned by

such Person, even though such Person has not assumed or become liable for the

payment of such Indebtedness.

"Indemnity Escrow Agreement" has the meaning specified in Section 2.3(ii)

to this Agreement.

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"Indemnity Escrow Funds" has the meaning specified in Section 2.3(ii) to

this Agreement.

"Intellectual Property" means (a) all inventions (whether patentable or

unpatentable and whether or not reduced to practice), all improvements thereto,

and all patents, patent applications, and patent disclosures, together with all

reissuances, continuations, continuations-in-part, revisions, extensions, and

reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,

trade names, and corporate names, together with all translations, adaptations,

derivations, and combinations thereof and including all goodwill associated

therewith, and all applications, registrations, and renewals in connection

therewith, (c) all copyrightable works, all copyrights, and all applications,

registrations, and renewals in connection therewith, (d) all mask works and all

applications, registrations, and renewals in connection therewith, (e) all trade

secrets and confidential business information (including ideas, research and

development, know-how, formulas, compositions, manufacturing and production

processes and techniques, technical data, designs, drawings, specifications,

customer and supplier lists, pricing and cost information, and business and

marketing plans and proposals), (f) all computer software (including data and

related documentation), (g) all other proprietary rights, and (h) all copies and

tangible embodiments of the items described in (a) through (g) above (in

whatever form or medium).

"Inventory" means asset items that are held for sale in the ordinary

course of business and goods that will be used or consumed in the production of

goods to be sold. Inventories include raw materials (goods and materials on hand

but not yet placed in production), work-in-process (cost of raw materials on

which production has started but has not been completed plus direct labor costs

plus a ratable share of manufacturing overhead costs) and finished goods

(completed but unsold goods on hand).

"IRS" means the Internal Revenue Service of the United States.

"Key Employees" shall mean those persons listed on Schedule 1.1.

"Knowledge", as used in this Agreement, the terms "to the Knowledge" or

"to the best Knowledge" of a party, or similar phrases, shall mean to the

knowledge of any officer of such party or such individual, as applicable after

due inquiry.

"Law" means any United States federal, state, local or foreign statute,

law, ordinance, regulation, rule, executive order, code or other requirement of

law, excluding Environmental Laws.

"Leased Real Property" means the real property leased by the Company, as

tenant, together with all buildings and other structures, facilities or

improvements located thereon, all fixtures, systems, equipment and items of

personal property of the Company attached or appurtenant thereto, and all

easements, licenses, rights and appurtenances relating to the foregoing.

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"Liabilities" means any and all debts, liabilities, and obligations,

including Environmental Liabilities and Environmental Claims, whether accrued or

fixed, absolute or contingent, matured or unmatured or determined or

determinable, including, without limitation, those arising under any Law or

Action and those arising under any contract, lease, Operating and Environmental

Permits, agreement, arrangement, commitment or undertaking.

"Licensed Intellectual Property" means all Intellectual Property licensed

or sublicensed to the Company from a third party.

"Material Adverse Effect" means any change in, or effect on, the Business,

or the prospects of the Company, that has an adverse effect on the financial

condition of the Company of $100,000 or more or is otherwise materially adverse

to the Business, results of operations or financial condition of the Company

taken as a whole.

"Material Contracts" has the meaning specified in Section 4.10.

"Monoclonal Antibody" means an antibody derived from a single antibody

producing cell, typically produced in mouse ascites fluid or in cell culture,

which reacts with a single, unique antigenic site.

"Multiemployer Plan" means an Employee Benefit Plan that is a

"multiemployer plan" (within the meaning of Section 3(37) of ERISA) to which the

Company contributes or has contributed or has or has had an obligation to

contribute.

"Operating Permits" means all permits, licenses, authorizations,

certificates, exemptions and approvals of Governmental Authorities, except for

Environmental Permits.

"Owned Intellectual Property" means all Intellectual Property in and to

which the Company holds, or has a right to hold, right, title and interest.

"Owned Real Property" means the real property owned by the Company,

together with all buildings and other structures, facilities or improvements

currently or hereafter located thereon, all fixtures attached or appurtenant

thereto and all easements, licenses, rights and appurtenances relating to the

foregoing.

"Pension Plan" means an Employee Benefit Plan, other than a Multiemployer

Plan, that is an employee benefit pension plan as defined in Section 3(2) of

ERISA.

"Polyclonal Antibody" means multiple antibodies derived from multiple

antibody producing cells, typically produced in an animal model (e.g., goat,

rabbit, etc.) capable of reacting with one or more antigenic sites.

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"Permitted Encumbrances" means such of the following as to which no

enforcement, collection, execution, levy or foreclosure proceeding shall have

been commenced: (a) liens for taxes, assessments and governmental charges or

levies not yet due and payable; (b) Encumbrances imposed by law, such as

materialmen's, mechanics', carriers', workmen's and repairmen's liens and other

similar liens arising in the ordinary course of business securing obligations

that (i) are not overdue for a period of more than 30 days and (ii) are not in

excess of $1,000 in the aggregate at any time; (c) bonds, letters of credit,

pledges or deposits to secure obligations under workers' compensation laws or

similar legislation or to secure public or statutory obligations; and (d) minor

survey exceptions, reciprocal easement agreements and other customary

encumbrances on title to real property that (i) were not incurred in connection

with any Indebtedness, (ii) do not render title to the property encumbered

thereby unmarketable and (iii) do not, individually or in the aggregate, have a

Material Adverse Effect on such property.

"Person" means any individual, partnership, firm, corporation,

association, trust, unincorporated organization or other entity.

"Products" means all Monoclonal and Polyclonal Antibody products of

Company and all other products currently sold as part of the Business, and the

sales of any such products developed subsequent to the Closing using the O.E.M.

Concepts brand name.

"Purchase Price" has the meaning specified in Section 2.2.

"Purchase Price Adjustment" has the meaning specified in Section 2.4.

"Purchaser" has the meaning specified in the Preamble to this Agreement.

"Purchaser's Accountant" has the meaning specified in Section 2.4.

"Real Property" means, collectively, the Leased Real Property and the

Owned Real Property.

"Receivables" means any and all accounts receivable, notes and other

amounts receivable by the Company from third parties, including, without

limitation, customers, arising before the Closing Date.

"Sales Volume" means the amount invoiced for goods sold not including the

effect of any prompt payment discounts.

"Sellers" has the meaning specified in the preamble to this Agreement.

"Shares" has the meaning specified in the recitals to this Agreement.

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"Tax" or "Taxes" means all federal, state, local, foreign and other taxes,

or assessments including, without limitation, income, estimated income,

business, occupation, franchise, property, sales, employment, gross receipts,

use, transfer, ad valorem, profits, license, capital, payroll, excise, goods and

services, severance, stamp, and including interest, penalties and additions in

connection therewith for which the Company is or may be liable.

"Tax Adjustment" has the meaning specified in Section 2.4.

"Termination Date" has the meaning specified in Section 6.1.

"Total Capital" with respect to the Company shall mean total assets less

total liabilities as prepared in accordance with GAAP.

"USTs" means any underground storage tanks and any ancillary piping and

equipment, as such term is defined in RCRA, and the regulations promulgated

thereunder or any state equivalent thereof.

2. PURCHASE AND SALE.

2.1 Purchase and Sale of Shares. At the Closing, Sellers shall grant,

sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall

purchase, upon and subject to the terms and conditions of this Agreement, the

Shares, free and clear of all mortgages, liens, pledges, security interests,

charges, claims, restrictions and Encumbrances of any nature whatsoever.

2.2 Purchase Price. The purchase price shall be Six Million Dollars

($6,000,000.00) subject to adjustment as set forth in Section 2.4 (the "Cash

Purchase Price") plus the Earnout Payments. The Cash Purchase Price, as

adjusted, plus the Earnout Payments are collectively referred to herein as

"Purchase Price." The Purchase Price, including the Earnout Payments, shall be

allocated among the Sellers in proportion to their respective holdings of the

Shares as set forth on Schedule 2.2.

2.3 Payment of Purchase Price. Four Million Nine Hundred Thousand Dollars

($4,900,000.00) of the Cash Purchase Price payable at Closing shall be paid in

cash, bank check or by the wire transfer of funds on the Closing Date.

(i) One Hundred Thousand Dollars ($100,000) of the Cash

Purchase Price shall be held in escrow for the purposes of satisfying the

Purchase Price Adjustment (as described in Section 2.4 below) pursuant to the

terms of the Escrow Agreement attached hereto as Exhibit A (the "Escrow

Agreement). If the amount of the funds held in escrow pursuant to the Escrow

Agreement are not sufficient to satisfy any downward Purchase Price Adjustment

as described in Section 2.4 below, Sellers shall pay to Purchaser the difference

between the

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Purchase Price Adjustment and the funds held under the Escrow Agreement within

ten (10) Business Days.

(ii) One Million Dollars ($1,000,000) of the Cash Purchase

Price ("Indemnity Escrow Funds") payable at Closing which is allocated to the

Controlling Shareholders shall be held in escrow and applied to any indemnity

obligations of the Controlling Shareholders arising under this Agreement,

including, without limitation, Sections 8.1 and 10.1, pursuant to the terms of

the Indemnity Escrow Agreement attached hereto as Exhibit B ("Indemnity Escrow

Agreement"). One-half of any funds remaining from the Indemnity Escrow Funds, if

any, shall be released to the Controlling Shareholders under the terms of the

Indemnity Escrow Agreement upon Purchaser's receipt of its September 30, 2005

audited financial statements from Purchaser's certified public accountants but

in no event later than November 30, 2005, and the balance, if any, of the

Indemnity Escrow Funds shall be released to the Controlling Shareholders upon

Purchaser's receipt from Purchaser's certified public accountants of its

September 30, 2007 audited financial statements, but in no event later than

November 30, 2007, in accordance with the terms of the Indemnity Escrow

Agreement. The amount held in the Indemnity Escrow Agreement shall not limit in

any manner the Controlling Shareholders' obligations of indemnity in this

Agreement, and to the extent any claim or claims by Purchaser exceeds the amount

of the Escrow Indemnity Funds arising pursuant to Sections 8.1 and 10.1,

Purchaser shall have the right to seek indemnity from Sellers, jointly and

severally, and shall have the right to set off against any Earnout Payments, in

Purchaser's sole discretion, not to exceed the amount of the Cap.

2.4 Purchase Price Adjustment. The Purchase Price set forth above is based

upon the Company having Total Capital on the Closing Date of Six Hundred

Fifty-Two Thousand One Hundred Thirty-Eight Dollars and 00/100 ($652,138.00)

after the agreed upon finished goods Inventory writeoff of Seven Thousand

Dollars and 00/100 ($7,000.00) and without giving effect to the inclusion of

work-in-process ("WIP") Inventory being added as a result of an accounting

change, net of the first of four tax payments which will be required as a result

of such change (the "Tax Adjustment"). For example purposes, assume (i) finished

goods inventory writeoff of $7,000, (ii) WIP inventory increase of $300,000 and

(iii) first WIP tax payment (25% of total) of $37,500. Then, the Total Capital

requirement of $652,138 would be reduced by the $37,500 tax payment to $614,638

and increased by the amount of the WIP inventory increase of $300,000 to an

adjusted required capital amount of $914,638. The formula for adjusting the

Total Capital requirement (the "Total Capital Requirement") to account for the

WIP writeup is A ($652,138) + B (WIP inventory writeup) - C (25% of tax

obligation created by WIP inventory writeup in B).

Not later than 60 days after the Closing Date, Purchaser shall cause to be

prepared and delivered to the Controlling Shareholders the balance sheet of the

Company at the Closing Date (with all related notes and schedules thereto the

"Closing Balance Sheet"), together with the report thereon of Grant Thornton

LLP, independent accountants of Purchaser ("Purchaser's Accountant") stating

that the Closing Balance Sheet has been prepared in accordance with

<PAGE>

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GAAP. If the Adjusted Total Capital as calculated by reference to the Closing

Balance Sheet as finally determined pursuant to Sections 2.6 and 2.7 below is

less than the Total Capital Requirement, Sellers shall pay to Purchaser pursuant

to the terms of the Escrow Agreement an amount equal to such difference (the

"Purchase Price Adjustment"). If the Adjusted Total Capital equals or exceeds

the Total Capital Requirement, then the funds held pursuant to the Escrow

Agreement shall be delivered to Sellers in accordance with the terms of the

Escrow Agreement, and Purchaser shall pay to Sellers the amount by which the

Total Capital exceeds the Total Capital Requirement. Any payment required under

this Section 2.4 shall be made within ten (10) Business Days of when the Closing

Balance Sheet becomes final and binding upon the parties pursuant to Sections

2.5 and 2.6 below.

2.5 Review Period. During the thirty (30) days period after the date on

which the Controlling Shareholders receive the Closing Balance Sheet from the

Purchaser (the "Review Period"), the Controlling Shareholders and their

accountants and representatives shall be afforded reasonable access to any

workpapers, trial balances and other materials of the Company and the

Purchaser's Accountant in connection with the preparation of the Closing Balance

Sheet. The Closing Balance Sheet as so delivered by the Purchaser to the

Controlling Shareholders shall become final and binding upon the parties unless,

on or before 5:00 p.m., New York City time, on the last day of the Review

Period, written notice is given by the Controlling Shareholders to the Purchaser

of the Controlling Shareholders' dispute with the Closing Balance Sheet, which

notice shall be set forth in reasonable detail the Controlling Shareholders'

basis for such objection. Notwithstanding the foregoing, if the last day of the

Review Period is not a Business Day, then, for purposes of this Section 2.5, the

last day of the Seller Review Period shall be the next succeeding Business Day.

If notice of dispute is timely given by the Controlling Shareholders, the

Purchaser and the Controlling Shareholders shall work together in good faith to

resolve such dispute, but shall have no liability for failing to resolve the

dispute.

2.6 Dispute Resolution. If the Purchaser and the Controlling

Shareholders are unable to resolve the dispute within thirty (30) days after

notice of dispute has been received by the Purchaser, then the dispute shall be

referred for resolution to a mutually agreed upon "big-four" accounting firm

(the "Determining Accountants") as promptly as practicable. Each of the

Purchaser and the Controlling Shareholders shall execute, if required by the

Determining Accountants, an engagement letter containing reasonable and

customary terms. In so acting, the Determining Accountants shall be an expert

and not an arbitrator. Each of the Purchaser and the Controlling Shareholders

shall submit to the Determining Accountants a form of determination, stating

completely and in detail the determination sought by such party with respect to

each item in dispute (the "Form of Determination"). The Determining Accountants'

discretion to make its decision with respect to any item in dispute shall be

limited to accepting, without modification, the Form of Determination submitted

by either the Purchaser or the Controlling Shareholders. The Determining

Accountants' decision shall be (i) in writing, (ii) furnished to the Purchaser

and the Controlling Shareholders as promptly as practicable after the dispute

has been referred to the Determining Accountants, (iii) made in accordance with

this Agreement, and (iv) conclusive and

<PAGE>

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binding upon the Purchaser and the Sellers. Each of the Purchaser and the

Controlling Shareholders will use reasonable efforts to cause the Determining

Accountants to render their decision as soon as reasonably practicable,

including, without limitation, by promptly complying with all reasonable

requests by the Determining Accountants for information, books, records and

similar items. The Purchaser and the Controlling Shareholders (for and on behalf

of the Sellers) shall pay their own costs and expenses incurred under this

Section 2.6. The fees and expenses of the Determining Accountants shall be paid

by the party whose Form of Determination is not accepted by the Determining

Accountants.

2.7 Earnout Payments. Sellers shall have a contingent right to earnout

payments subject to the terms and conditions set forth in this Section (the

payments set forth in Sections 2.7.1(i), 2.7.1(ii) and 2.7.2 are collectively

referred to as the "Earnout Payments").

2.7.1 Within ninety (90) days after the end of each calendar year

ending December 31, 2005, 2006, 2007 and 2008, Purchaser shall pay to Sellers:

(i) an amount equal to the Gross Profit generated from the

sale of Products by either the Company or any Affiliate of the Company,

including, but not limited to, Biodesign, Inc., a Maine corporation and wholly

owned subsidiary of Purchaser, in connection with the Government Contract

(including any related sales of Products to the United States Department of

Defense other than pursuant to the Government Contract) during the prior

calendar year times 0.49; plus

(ii) an amount equal to the Sales Volume of Products (other

than Sales Volume used in determining the Gross Profit described in Section

2.7.1(i)) for the preceding calendar year less the Sales Volume Goal for such

year times the Gross Profit Margin of such sales times 0.49. The Sales Volume

Goal for each calendar year are as set forth below:

<TABLE>

<CAPTION>

Year Sales Volume Goal

---- -----------------

<S> <C>

2005 $4,683,000

2006 $5,304,000

2007 $6,011,000

2008 $6,815,000

</TABLE>

2.7.2 Purchaser shall pay to Sellers a contingent cash payment based

on renewal of the Government Contract within ninety (90) days of the renewal of

such contract, based on the Contract Renewal Value as follows:

<PAGE>

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<TABLE>

<CAPTION>

Contingent

Cash

Contract Renewal Value Payment

---------------------------- ----------

<S> <C>

>$2,000,000 but < or = $3,000,000 $125,000

>$3,000,000 but < or = $4,000,000 175,000

>$4,000,000 but < or = $5,000,000 225,000

>$5,000,000 250,000

</TABLE>

2.7.3 Notwithstanding the foregoing, the aggregate amount of all

Earnout Payments which Purchaser shall be obligated to pay Sellers shall not

exceed Two Million Two Hundred Seventy Thousand Dollars ($2,270,000) ("Earnout

Cap"). There shall be no limit on the amount of Earnout Payments payable in any

single year, except for the Earnout Cap.

2.7.4 Each Earnout Payment made pursuant to this Section 2.7 shall

be accompanied by a statement (each an "Earnout Statement") prepared by the

Company's regular accountants and setting forth, in reasonable detail, the

manner in which the amount of the Earnout Payment was calculated. If the

Controlling Shareholders disagree in any respect with any item or amount shown

or reflected on the Earnout Statement, the Controlling Shareholders may, within

thirty (30) days of the receipt of the Earnout Statement (the "Earnout Review

Period"), deliver a notice to the Purchaser setting forth each disputed item or

amount and the basis for the disagreement therewith (a "Dispute Notice"). If no

Dispute Notice is received by the Company on or prior to the last day of the

Earnout Review Period, the Earnout Statement shall be deemed accepted by the

Sellers. If the Controlling Shareholders deliver a Dispute Notice, such dispute

shall be resolved in accordance with the procedures set forth in Sections 2.5

and 2.6.

2.7.5 If after the Closing and during the period for calculation of

Earnout Payments, sales of Products are conducted under the brand name other

than "O.E.M. Concepts," then in such event, notwithstanding anything to the

contrary set forth above, the Earnout Payment required with respect to the

calendar year ending December 31, 2008, shall be equal to the amount determined

by subtracting the total amount of Earnout Payments previously made from the

Earnout Cap. Company further agrees that if the Company is merged, combined or

consolidated with any Affiliate of Purchaser or the Purchaser, the Company will

maintain separate accounting records with respect to the sale of the Products.

3. CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY CONSENTS, USE OF NAME AND

FURTHER ASSURANCES

3.1 Closing. The closing (the "Closing") of the purchase and sale of the

Shares shall take place at 10:00 A.M., Eastern Time, on January 31, 2005 or on

such other date or time or at such other location as may be mutually agreed upon

in writing by Purchaser, the Company and

<PAGE>

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Sellers, subject to Section 11.1 of this Agreement. Closing shall take place at

the offices of Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One

East Fourth Street, Cincinnati, Ohio 45202. The date of the Closing is sometimes

herein referred to as the "Closing Date."

3.2 Items to be Delivered at Closing by Sellers. At the Closing and

subject to the terms and conditions herein contained, Sellers and the Company

shall deliver to Purchaser the following:

3.2.1 stock certificates representing all of the Shares duly

endorsed in blank or accompanied by stock powers duly endorsed in blank, in

proper form for transfer;

3.2.2 written resignations, effective on the Closing Date, of all

the officers and directors of the Company, other than Key Employees

3.2.3 an Employment Agreement executed by Robert W. Minarchi (the

"Employment Agreement") and a Consulting Agreement executed by Virginia A.

Minarchi (the "Consulting Agreement") in the forms and substance attached hereto

as Exhibit C;

3.2.4 the Escrow Agreement executed by the Sellers and the Escrow

Agent;

3.2.5 the Indemnity Escrow Agreement executed by Sellers and the

Escrow Agent;

3.2.6 all corporate and other records of the Company, including but

not limited to, minute books, stock books and registers, books of account,

leases, contracts, and copies of the relevant portions of tax returns, reports,

relevant work papers, financial records, and personnel records of the Company

for the last five years;

3.2.7 Certificate/Articles of Incorporation and any other charter

documents of the Company, certified as of a date not earlier than ten days prior

to the Closing Date by the appropriate governmental office;

3.2.8 certificates, dated as of a date not earlier than ten days

prior to the Closing Date, of the appropriate governmental office where the

Company is organized and of each of the jurisdictions in which the Company is

qualified to transact business as a foreign entity as to the good standing of

the Company in such jurisdictions;

3.2.9 By-laws of the Company certified, as of the Closing Date, by

its corporate secretary or other appropriate corporate officer;

3.2.10 certified copies of minutes or unanimous written consents of

the shareholders of the Company and the Board of Directors of the Company,

respectively,

<PAGE>

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approving the execution, delivery and performance of this Agreement and the

consummation of the transactions contemplated under this Agreement;

3.2.11 certificate from the Controlling Shareholders dated the

Closing Date, certifying in such detail as Purchaser may reasonably request that

the conditions specified in Sections 9.1.1, 9.1.2 and 9.1.3 hereof have been

fulfilled;

3.2.12 opinion of Giordano, Halleran & Ciesla, P.C., counsel for

Sellers, dated the Closing Date, in the form of Exhibit D hereto with only such

changes as shall be in form and substance reasonably satisfactory to the

Purchaser and its counsel; and

3.2.13 such other documents to be delivered by Sellers hereunder or

as the Purchaser or its counsel may reasonably request to carry out the purpose

of this Agreement.

3.3 Items to be Delivered at Closing by Purchaser. At the Closing and

subject to the terms and conditions herein contained, Purchaser shall deliver

the following:

3.3.1 the portion of the Purchase Price to be paid to Sellers at

Closing and the portion of the payment of the Purchase Price to be paid into

escrow in accordance with Section 2.3;

3.3.2 the Escrow Agreement executed by Purchaser and Escrow Agent;

3.3.3 the Indemnity Escrow Agreement executed by Purchaser and

Escrow Agent;

3.3.4 certified copies of minutes or unanimous written consents of

the Board of Directors of Purchaser approving the execution, delivery and

performance of this Agreement and the consummation of the transactions

contemplated under this Agreement;

3.3.5 certificate from Purchaser dated the Closing Date certifying

in such detail as Sellers may reasonably request that the conditions specified

in Sections 9.2.1, 9.2.2 and 9.2.3 hereof have been fulfilled; and

3.3.6 such other documents to be delivered by the Purchaser

hereunder or as Sellers or its counsel may reasonably request to carry out the

purposes of this Agreement.

3.4 Consummation of Agreement. Sellers and Purchaser shall each use

their respective best efforts to perform and fulfill all obligations on each of

their parts to be performed and fulfilled under this Agreement, and to cause all

of the conditions precedent to the consummation of the transactions contemplated

by this Agreement to be met.

<PAGE>

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3.5 Further Assurances. After the Closing, each of the parties hereto

will cooperate with the other and execute and deliver to the other parties

hereto such other instruments and documents and take such other actions as may

be reasonably requested from time to time by any other party hereto as necessary

to carry out, evidence and confirm the intended purposes of this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE CONTROLLING SHAREHOLDERS AND THE

COMPANY.

The Controlling Shareholders and Company each, jointly and severally,

hereby represents and warrants to Purchaser as follows:

4.1 Corporate Existence. The Company is a corporation duly organized,

validly existing and in good standing under the laws of the state of New Jersey

and has the corporate power and lawful authority to own its properties and to

transact the business in which it is currently engaged. The Company is duly

qualified to do business and is in good standing as a foreign corporation in

each jurisdiction where it owns or leases properties and where the conduct of

its business requires it to be so qualified, except where the failure to be so

qualified would not have a Material Adverse Effect. All of the jurisdictions in

which the Company is qualified to do business are listed in Schedule 4.1

attached hereto. The minute books containing records of meetings of the Company,

its shareholders and board of directors, stock certificates and stock records

are true, accurate and complete in all material respects. The Company is not in

default or in violation of any provision of its charter or bylaws.

4.2 Corporate Power; Authorization; Enforceable Obligations. The Company

and each Seller have the power, authority and legal right to execute, deliver

and perform this Agreement; (a) the execution, delivery and performance of this

Agreement by the Company and the Sellers have been duly authorized by all

necessary corporate and shareholder action; and (b) this Agreement has been, and

the other agreements, documents and instruments required to be delivered by the

Company or Sellers in accordance with the provisions hereof will be, duly

executed and delivered on behalf of the Company and Sellers, respectively, and

this Agreement constitutes, and such documents when executed and delivered will

constitute, the legal, valid and binding obligations of the Company and each

Seller, respectively, enforceable against the Company and Sellers in accordance

with their respective terms, except to the extent that such enforcement may be

subject to bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,

reorganization, moratorium or other similar laws now or hereinafter in effect

relating to creditors' rights generally.

4.3 Capital Stock and Ownership of Shares; Subsidiaries. The total

number of shares of capital stock, and the classes and par values thereof, which

the Company is authorized to issue, the number of such shares which are issued

and outstanding and the number of such outstanding shares owned by each Seller

is set forth in Schedule 4.3(i) attached hereto. Except

<PAGE>

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as set forth on Schedule 4.3(ii), there are no outstanding subscriptions,

options, warrants, preemptive rights, voting trust agreements or other

contracts, agreements or arrangements restricting voting or dividend rights or

transferability or other rights entitling any third party to acquire from

Sellers or the Company any shares of capital stock or other securities of the

Company. The Shares have been duly and validly issued, are fully paid and

non-assessable and are owned free and clear of any lien, charge, claim,

encumbrance, security interest, mortgage, pledge, assessment or other adverse

interest of any kind or nature whatsoever. On the Closing Date, each Seller will

own their respective Shares free and clear of any lien, charge, claim,

encumbrance, security interest, mortgage, pledge, assessment or other adverse

interest of any kind or nature whatsoever. The Company has no subsidiaries. All

treasury shares of stock of the Company are set forth on Schedule 4.3(iii).

4.4 Validity of Contemplated Transactions, Needed Consents, etc. Except

as set forth on Schedule 4.4, neither the execution, delivery and performance of

this Agreement nor the consummation of the transactions contemplated hereby

violates, conflicts with or results in the breach of any term, condition or

provision of, or requires the consent of any other person or accelerates the

performance required by, or results in the creation of any Encumbrance upon any

of the properties or assets of the Company or the Shares under (a) any existing

law, ordinance, or governmental rule or regulation to which the Company or

Sellers is subject, (b) any judgment, order, writ, injunction, decree or award

of any court, arbitrator or governmental or regulatory official, body or

authority which is applicable to the Company, (c) the charter documents or

by-laws of the Company or any securities issued by the Company, or (d) any

Material Contract or gives any party with rights thereunder the right to

terminate, modify, accelerate or otherwise change the existing rights or

obligations of the Company thereunder. No authorization, approval or consent of,

and no registration or filing with, any governmental or regulatory official,

body or authority is required in connection with the execution, delivery or

performance of this Agreement by the Company or the Sellers.

4.5 Financial Information. The Company has delivered to Purchaser true

and complete copies of (a) the unaudited balance sheet of the Company for

December 31, 2004 and the fiscal years ended on or about December 31 in the

years 2001, 2002, 2003 and 2004 and (b) the related statements of income, cash

flow and shareholders' equity for the fiscal years then ended (collectively the

"Financial Statements"). The Financial Statements, including the related notes,

fairly present the financial position of the Company at the dates indicated and

the results of operations, cash flow and shareholder's equity of the Company for

the periods then ended, in conformity with the accounting principles

historically applied by the Company, are correct and complete and are consistent

with the books and records of the Company.

<PAGE>

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4.6 Tax and Other Returns and Reports.

4.6.1 Status. The Company has been a validly electing S corporation

within the meaning of Code Sect