STOCKHOLDERS? AGREEMENT OF SILVUE TECHNOLOGIES GROUP, INC.

Exhibit 10.12

Execution Copy

STOCKHOLDERS’ AGREEMENT
OF
SILVUE TECHNOLOGIES GROUP, INC.

          THIS STOCKHOLDERS’ AGREEMENT (the “Agreement” ) is made as of September 2, 2004, by and among Silvue Technologies Group, Inc., a Delaware corporation (the “Company” ), Compass Silvue Partners, L.P., a Bahamian limited partnership ( “Compass” ), William A. Gregg, an individual ( “Gregg” ), Mark S. Sollberger, an individual ( “Sollberger” ), Frank Bassoff, an individual ( “Bassoff” ), John Bamforth, an individual ( “Bamforth” , and together with Gregg, Sollberger and Bassoff, the “Management Stockholders” ) and the Additional Holders.

RECITALS

          WHEREAS, Compass owns beneficially and of record (i) 100,000 shares of the Company’s Series B Common Stock, $0.01 par value; representing all of the outstanding shares of such series, and (ii) 439,098.8927 shares of the Company’s Series A Convertible Preferred Stock, $0.01 par value; and

          WHEREAS, the Management Stockholders own beneficially and of record (i) 260,000 shares of the Company’s Series A Common Stock, $0.01 par value, representing all of the outstanding shares of such series, and (ii) 9,545.6280 shares of the Company’s Series A Convertible Preferred Stock, $0.01 par value; and

          WHEREAS, Compass and the Management Stockholders desire to set forth certain rights, preferences, privileges, obligations and restrictions accorded to and imposed on the Stockholders.

          NOW, THEREFORE, in consideration of the forgoing recitals and the mutual promises herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     Section 1. Definitions . Whenever used in this Agreement, the following terms shall have the following respective meanings:

          1.1. “Additional Holder” and “Additional Holders” mean the additional holder or holders, as the case may be, of Shares that become a party to this Agreement from time to time by signing an Additional Holder Signature Page in the form attached hereto as Exhibit A . Specifically excepted from this definition is any holder that is a successor-in-interest to all or some of the Shares held by Compass, notwithstanding that any successor-in-interest shall sign an Additional Holder Signature Page (any reference to Compass herein shall be a reference to any such successor-in-interest, excluding Section 2.4 which rights shall remain solely vested in Compass for so long as Compass shall hold Shares).

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          1.2. “Original Issue Price” means, for each series of each class of capital stock of the Company, the per share issue price on the first date on which each respective series of capital stock was issued.

          1.3. “Securities Act” means the Securities Act of 1933, as amended, or any similar successor federal statute, all as the same shall be in effect from time to time.

          1.4. “Shares” means the issued and outstanding shares of Series A Common Stock, Series B Common Stock and such other series of Common Stock of the Company which may from time to time come into existence (collectively, referred to herein as Common Stock), and shares of Series A Convertible Preferred Stock, 13% Series B Cumulative Redeemable Preferred Stock and such other series of Preferred Stock of the Company which may from time to time come into existence.

          1.5. “Stockholder” means any person who owns Shares which were not acquired in violation of this Agreement.

     Section 2. Shares Subject to Agreement; Restrictions .

          2.1. Shares Subject to Agreement . All Shares, whether currently outstanding or hereafter issued, shall be subject to this Agreement and to all the rights, privileges, preferences, obligations and restrictions hereof.

          2.2. No Transfers . Except as provided in this Section 2 , no Stockholder shall sell, assign, convey, transfer, encumber or in any other manner dispose of any or all of the Shares held or owned by him. Notwithstanding the preceding sentence, a Management Stockholder may encumber his or her Shares pursuant to a loan, note or other indebtedness if Compass is the creditor and the encumberance is in favor of Compass. Any sale, assignment, conveyance, transfer, encumbrance or other disposition of the Shares in violation of this Agreement is void ab initio.

          2.3. Exempt Transfers . Notwithstanding Section 2.2 , a Stockholder may make an Exempt Transfer. The following transactions shall constitute “Exempt Transfers” as that term is used in this Agreement: (i) an inter vivos transfer by a Stockholder to his or her spouse or lineal descendants; (ii) an inter vivos transfer to a trust for the benefit of such Stockholder and/or the benefit of one or more of his or her spouse or lineal descendants; (iii) a transfer by will or intestate succession to a Stockholder’s spouse or lineal descendants or such Stockholder’s executor, administrator or testamentary trustee for the benefit of one or more of such Stockholder’s spouse or lineal descendants; (iv) a transfer from a trust for the benefit of a Stockholder and/or one or more of his or her spouse or lineal descendants to such Stockholder’s spouse and/or lineal descendants; (v) a transfer to any members of the Board of Directors of the Company that are nominees of Compass, and (vi) a transfer to any director, officer or employee of The Compass Group International LLC. The Shares transferred to any such permitted transferee shall remain subject to the provisions of this Agreement and such permitted transferee shall become a Stockholder for purposes of this Agreement. Every such transferee shall observe and comply with this Agreement and with all obligations and restrictions imposed hereby and shall, at the request of Compass or any Stockholder, execute an Additional Holder Signature Page.

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          2.4. Drag Along/Tag Along Rights . Compass shall be permitted to sell, assign, convey, transfer, encumber or in any other manner dispose of any or all of the Shares held or owned by it, subject, however, (i) that Shares transferred to any person shall remain subject to the provisions of this Agreement and such transferee shall become a Stockholder for purposes of this Agreement and (ii) in the case of sales or other transfers for value, to the following restrictions:

               (a) Disposition Notice . If Compass proposes at any time to sell or otherwise transfer for value, whether in a single transaction or in a series of transactions, including any redemption or repurchase of Shares by the Company, but excluding Exempt Transfers, more than 5% of the then outstanding Shares of the Company (the “Proposed Sale” ) to any person, Compass shall send written notice ( “Disposition Notice” ) to the other Stockholders specifying the identity and address of such person, the number of Shares to be sold, the proposed per Share sale price, the form of consideration to be paid, any other material terms and conditions of the Proposed Sale, and, for bona fide sales subject to Section 2.4(b) , below, whether Compass is thereby exercising its Section 2.4(b) Drag Along Rights. The Disposition Notice shall be deemed effective with respect to each such Stockholder upon receipt.

               (b) Drag Along Rights . In the event that the Proposed Sale is a bona fide sale or other bona fide transfer for value to a non-affiliated third party ( “Third Party Purchaser” ), Compass shall have the right to require each of the other Stockholders to sell, and each of the Stockholders hereby agrees to sell, an equal percentage of his Shares (the “Drag Along Right” ) to such Third Party Purchaser on the same terms and conditions, and at the same time as, the Proposed Sale. If Compass has by way of the Disposition Notice exercised its Drag Along Rights, then, promptly upon receipt of such Disposition Notice, each Stockholder (each a “Drag Along Stockholder” ) shall deliver to Compass (or such other person as may be agreed upon between Compass and each such Drag Along Stockholder) to be held by Compass (or such other agreed upon person) in escrow for sale or return upon the terms of this Section 2.4 , the certificate or certificates representing the Shares to be sold pursuant to this Section 2.4(b) , duly endorsed or accompanied by executed stock powers, together with a limited power-of-attorney authorizing Compass to sell such Shares in accordance with the terms of this Section 2.4(b) , To the fullest extent of the law, the Stockholders and any Additional Holders expressly waive any appraisal rights conferred under the Delaware General Corporation Law.

               (c) Tag Along Rights . Upon receipt of any Disposition Notice from Compass, each of the other Stockholders shall have, as a condition to closing the Proposed Sale, the right to require (the “Tag Along Right” ) that the same percentage of his Shares be sold as part of, and upon the same terms and conditions as, the Proposed Sale. The rights referred to in this Section 2.4(c) shall be exercised by written notice to Compass (the “Tag Along Notice” ). The Tag Along Notice shall only be deemed effective if received by Compass from the electing Stockholder (each a “Tag Along Stockholder” ) within the period ending 30 days after the Disposition Notice was received by such Tag Along Stockholder. Promptly upon giving the Tag Along Notice, each Tag Along Stockholder shall deliver to Compass (or such other person as may be agreed upon between Compass and such Tag Along Stockholder) to be held by Compass

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(or such other person) in escrow for sale or return upon the terms of this Section 2.4(c) , the certificate or certificates representing his Shares to be sold as part of the Proposed Sale, duly endorsed or accompanied by executed stock powers, together with a limited power-of-attorney authorizing Compass to sell such Shares in accordance with the terms of this Section 2.4 .

               (d) Promptly upon the consummation of any Proposed Sale, and, in any event not later than 5 business days after such consummation, Compass shall deliver to each Drag Along Stockholder or Tag Along Stockholder, as the case may be, the total sale price of his Shares sold as part of the Proposed Sale (after deduction of his proportionate share, based on number of Shares sold, of the reasonable out-of-pocket expenses associated with such Proposed Sale), together with evidence of the expenses associated with, and the completion and time of completion of, such Proposed Sale.

               (e) Notwithstanding anything herein to the contrary, Compass shall have 120 days from the date of receipt of any Disposition Notice during which to consummate the Proposed Sale to which such Disposition Notice relates. If, at the end of such 120 day period, Compass has not consummated the Proposed Sale, all certificates representing Shares delivered by either a Drag Along Stockholder or Tag Along Stockholder, as the case may be, to Compass for sale or other disposition as part of such Proposed Sale shall be returned to such Drag Along Stockholder or Tag Along Stockholder, as the case may be, and the transaction contemplated by the Proposed Sale shall be deemed to be a new Proposed Sale and shall again be subject to the provisions of this Section 2.4 .

          2.5. Expiration of Restrictions . All restrictions imposed pursuant to this Section 2 shall terminate:

          (a) at any time upon the written agreement of the Company and all the Stockholders then signatory to this Agreement as it may be amended or revised from time to time;

          (b) immediately upon the dissolution of the Company or the bankruptcy or insolvency of the Company;

          (c) immediately at such time as a registration statement filed for the public sale of shares of the Company for cash is declared effective by the Securities and Exchange Commission except that the Stockholders shall be required to enter into customary lock-up agreements in such form as is generally required from company insiders by the lead underwriter in such offering; or

          (d) upon the acquisition by merger of the Company by an existing publicly traded company.

     Section 3. Pre-Emptive Rights .

          3.1. Rights to Purchase Additional Securities . So long as the restrictions imposed by Section 2 apply to the Stockholders and have not terminated pursuant to Section 2.5 ,

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except for Excluded Issuances (as defined in Section 3.3 below), if the Company proposes to sell to any person or entity any Shares or any security exercisable, convertible or exchangeable for Shares ( “Offered Securities” ), the Company shall also offer (a “Preemptive Offer” ) the Management Stockholders, Additional Holders and Compass the right to purchase, at the same price and upon the same terms as the Offered Securities are proposed to be sold, up to such number of the Offered Securities as would enable the Management Stockholders, Additional Holders and Compass to own immediately after such purchase the same percentage of the issued and outstanding Common Stock as owned (calculated on an “as converted” basis in the case of co