TNCO, INC. STOCK PURCHASE AGREEMENT By and Among SYMMETRY MEDICAL USA INC. (Purchaser) and ROGER M. BURKE (Seller) DATED: April 2,2007

(i)                                     Company has not been the subject of a dispute or claim or an audit or other examination of Taxes by the Tax authorities of any Governmental Body, nor has Company received any notices from any such taxing authority.

(ii)                                  Seller and Company have not (A) entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of Company, or (B) contested the Tax Liability of Company before any Governmental Body.

(iii)                               Company has not been included in any “consolidated,” “unitary” or “combined” Tax Return provided for under Applicable Law with respect to Taxes for any taxable period for which the statute of limitations has not expired.

(iv)                              all Taxes which Company is (or has been) required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable.

(v)                                 there are no Tax sharing, allocation, indemnification or similar agreements in effect as between Company or any predecessor thereof and any other party (including Seller and any predecessors) under which Purchaser or Company could be liable for any Taxes or other claims of any Person.

(vi)                              Company is and has been a validly electing S Corporation within the meaning of Code §§1361 and 1362 at all times since October 1, 1989.

(vii)                           Company will not be liable for any Tax under Code §1374 in connection with the deemed sale of Company’s assets caused by the Code §338(h)(10) Election. Within the past ten (10) years, Company has not (A) acquired assets from another corporation in a transaction in which Company’s tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (B) acquired the stock of any corporation that is or was a qualified subchapter S subsidiary.

(viii)                        there is no action, suit, taxing authority proceeding, audit or investigation now in progress, pending or, to Seller’s Knowledge, Threatened against or with respect to Company with respect to any Tax.

(ix)                                Company does not reasonably expect any taxing authority to claim or assess any additional Tax against them for any period ending on or prior to the Closing Date, and to Seller’s Knowledge, there is no basis for any such claim or assessment.

(x)                                   Company has not distributed stock of another Person, nor had its stock distributed by another Person, in a transaction that purported or was intended to be governed in whole or in part by IRC Section 355 or Section 361.

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(xi)                                Company has not been a member of an affiliated or similar group filing a consolidated, combined, unitary or similar income tax return or has any liability for the Taxes of any Person  under Treas. Reg. §1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by agreement, or otherwise.

3.9.                            Employee Benefits.

(a)                                  Schedule 3.9 (a) is a complete list of each “Benefit Plan” (within the meaning of Section 3(3) of ERISA) and each other employee benefit plan, agreement, policy, trust fund or arrangement (whether written or unwritten, insured or self-insured) maintained or contributed to (or with respect to which any obligation to contribute has been undertaken) by Company on behalf of any employee or other service provider of Company (whether current, former, or retired) or their beneficiaries or with respect to which Company has or may have any obligation or liability (contingent or otherwise) (each “Benefit Plan”).  With respect to each Benefit Plan, Seller has delivered to Purchaser (1) current, accurate and complete copies of each such Benefit Plan and all contracts relating thereto (including without limitation all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments relating thereto), and in the case of any Benefit Plan that is not in written form, an accurate description of all material aspects of that Benefit Plan; (2) copies of the most recent Internal Revenue Service determination letter (including copies of any outstanding requests for determination letters) or opinion letter with respect to each such Benefit Plan which is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) intended to qualify under Section 401(a) of the IRC; and (3) copies of the most recent Forms 5500 annual report and accompanying schedules, and the most recent summary plan descriptions.

(b)                                   All Benefit Plans are fully funded and administered in accordance with Applicable Law, and comply in form and in operation in all material respects with the requirements of Applicable Law.

(c)                                  Each Benefit Plan has been maintained, funded and administered in accordance with the terms of such Benefit Plan and complies in form and in operation in all material respects with the requirements of Applicable Law, including ERISA and the IRC.

(d)                                 All contributions (including  employer contributions and employee salary reduction contributions) that are due have been made to each Benefit Plan that is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA).  All premiums or other payments  that are due have been paid with respect to each such Benefit Plan that is an “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA).

(e)                                  Each Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the IRC has received a determination letter from the IRS to the effect that it meets the requirements of Section 401(a) of the IRC.

(f)                                    Neither Company or any of its  predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or maintains sponsors or in any way, directly or indirectly, has any liability with respect to any plan subject to Section 412

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of the IRC, Section 302 of ERISA or Title IV of ERISA, including, without limitation, any employee pension benefit plan that is a “defined benefit plan” (as defined in ERISA §3(35), any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the IRC) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063, 4064 or 4069 of ERISA.

(g)                                 No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the IRC and Section 406 of ERISA, has occurred or is reasonably expected to occur with respect to the Employee Benefit Plans.

(h)                                 No Benefit Plan is under, and neither Seller nor Company has received any notice of, an audit or investigation by the IRS, Department of Labor or any other Governmental Entity and no such completed audit, if any, has resulted in the imposition of any tax or penalty.

(i)                                     Company has no unfunded liabilities pursuant to any Benefit Plan that is not intended to be qualified under Section 401(a) of the IRC and is an employee pension benefit plan within the meaning of Section 3(2) of ERISA, a nonqualified deferred compensation plan or an excess benefit plan.  Schedule 3.9(i) of the Disclosure Schedule sets forth a true, correct and complete list of each Benefit Plan which is a nonqualified deferred compensation plan.  Each such nonqualified compensation plan, whether deferred or otherwise, is not subject to IRC 409A.

(j)                                     The consummation of the contemplated transactions alone, or in combination with a termination of any employee, officer, director, other service provider or shareholder of Company (whether current, former or retired): i) will not give rise to any liability under any Benefit Plan, including, without limitation, liability for severance pay, unemployment compensation, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any employee, officer, director, other service provider or shareholder of Company (whether current, former or retired) or their beneficiaries; and ii) will not cause any Benefit Plan or contract of insurance or other ancillary agreement to become void or voidable or cause any increase in cost, other than cost increases or decreases attributable to annual renewal.  No amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the contemplated transactions, by any employee, shareholder or other service provider of the Companies who is a “disqualified individual” (as such term is defined in Treas. Reg. §1.280G—1) under any Benefit Plan or otherwise could be characterized as an “excess parachute payment” (as defined in Sections 280G(b)(1) and 280G(b)(5) of the IRC).

(k)                                  Any individual who performs services for Company and who is not treated as an employee for federal income tax purposes by Company is not an employee under applicable law or for any purpose including, without limitation, for tax withholding purposes or Employee Benefit Plan purposes.

(l)                                     WARN Compliance.  Company has complied in all respects with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., and its corresponding regulations, and any similar state law, rule or regulation or local ordinance, rule or regulation, in each case in effect as of the date hereof, providing for notification to employees affected by closing, relocation, sale of business, mass layoff or similar event (collectively, the “WARN

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Acts”) on account of closings, relocations, sales of businesses, mass layoffs or similar events occurring on or prior to the Closing and all related notices, payments, fines or assessments due to any Government Body pursuant to such WARN Acts.

3.10.                     Guarantees.  Except as set forth in Schedule 3.10, (i) none of the obligations of Company is guaranteed by, or subject to a similar contingent Liability to, any Person, and (ii)  Company has not guaranteed, or otherwise become contingently liable for, any Liability of any Person.

3.11.                     Financial Statements.

(a)                                  Seller has caused Company to furnish true and correct copies of the Company’s internal financial statements (prepared by the Company’s accountant and reviewed by management) identified in Schedule 3.11 hereto to Purchaser.  All of said financial statements, including any notes thereto, fairly present the consolidated financial position and condition of Company as of the date and the results of its operations for the periods covered in accordance with GAAP applied by Company on a consistent basis throughout the periods covered thereby and on a basis consistent with that of prior years and periods.  Except for Liabilities (i) reflected or reserved against in the balance sheet of Company as of December 31, 2006 (the “Balance Sheet Date”) or in the notes thereto (the “Balance Sheet”), (ii) incurred in the Ordinary Course of Business since the Balance Sheet Date (none of which resulted from, arose out of, is related to, or was caused by any breach of Contract), and/or (iii) set forth in Schedule 3.11 hereto, Company does not have any Liabilities.

(b)                                 As of the Balance Sheet Date, and except as set forth in Schedule 3.11 hereto, Company has  no material Liabilities or obligations secured or unsecured (whether accrued, absolute, contingent) of which, under GAAP, should have been, but which were not reflected or reserved against in the Balance Sheet.

(c)                                  Since the Balance Sheet Date, Company, has not incurred any Liabilities or obligations including, without limitation, any items of litigation of a type, kind or nature not reflected or reserved against in the Balance Sheet.

(d)                                 The prepaid expenses on the Balance Sheet have been incurred solely for the benefit of Company and Company will retain the benefits of such prepaid expenses after the Closing Date.

(e)                                  The inventories of Company (including, without limitation, raw materials, supplies, manufactured and processed parts, containers, work in process and finished goods) are not obsolete, damaged, or defective, and consist of items which are usable or salable in the Ordinary Course of Business, and, if salable, are salable at values no less than the book value amounts, subject only to the reserve for inventory write-down set forth on the face of the Balance Sheet in accordance with past custom and practice of Seller, provided such customs and practices were consistent with GAAP.

3.12.                     Absence of Certain Developments.  Except for the transactions contemplated by this Agreement or as otherwise set forth on Schedule 3.12 hereto, since the Balance Sheet Date, (i) there has not been any development or combination of developments affecting Company of

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which Seller’s Knowledge has had, or is likely to have, a Material Adverse Effect, and (ii)  Company has conducted the Business in the Ordinary Course of Business and since the Balance Sheet Date there has not been:

(a)                                  a change in Company’s  authorized or issued capital; grant of any stock option or right to purchase shares of capital stock or other securities of Company; issuance of any security convertible into such capital stock or other securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Company of any shares of any such capital stock or other securities; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock or other securities;

(b)                                 payment or increase by Company of any bonuses, salaries, or other compensation to any stockholder, member, partner, director, manager, officer, or employee, except payments or increases granted or agreed to be made in the Ordinary Course of Business consistent with past practices;

(c)                                  adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee Benefit Plan for or with any employees of Company;

(d)                                 loss of the employment, services or benefits of any officers or management level employees, excepting the resignation of Company’s current board of directors;

(e)                                  a loan to, or entering into any other transaction with, any of the directors, officers, and employees of Company except in the Ordinary Course of Business consistent with past practice;

(f)                                    damage to, destruction or other loss of, condemnation, taking or other proceeding against, any asset or property of Company, whether or not covered by insurance;

(g)                                 incurrence of any indebtedness or other liability (whether known or unknown, absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for liabilities reflected in the Balance Sheet or incurred after the date of the Balance Sheet in the Ordinary Course of Business consistent with past practice;

(h)                                 disposal of, abandonment or permitted lapse of any rights to the use of any Intellectual Property, or disposal of or disclosure, or permitted disclosure (except as necessary in the conduct of its business), to any Person other than representatives of Purchaser, any trade secret, formula, or similar information not theretofore a matter of public knowledge;

(i)                                     cancellation of any debts or waiver of any claims or rights other than in the Ordinary Course of Business consistent with past practice;

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(j)                                     payment, discharge or satisfaction of any claim, Liability or obligation other than the payment, discharge or satisfaction of claims, Liabilities and obligations incurred in the Ordinary Course of Business and consistent with past practice;

(k)                                  (i) prepayment of any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred, or (ii) failure to pay when due, any account payable, or sought the extension of the payment date of any account payable;

(l)                                     a writing off as uncollectible any notes or accounts receivable;

(m)                               entry into, termination of, amendment of, or receipt of notice of termination of any Contract or transaction involving a total commitment by or to Company of at least $25,000;

(n)                                 a sale, lease, or other disposition of any asset or property of Company (except the sale of inventory in the Ordinary Course of Business consistent with past practice);

(o)                                 creation of an Encumbrance on any asset or property of Company;

(p)                                 execution of any agreement that materially limits or restricts Company from engaging or competing in any line of business or in any geographic area or location;

(q)                                 execution of any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing employment contract or agreement or adopted, amended, modified or terminated any Benefit Plan;

(r)                                    any change or amendment in its articles of incorporation or bylaws;

(s)                                  an issuance or sale of any securities; acquired, directly or indirectly, by redemption or otherwise; or a grant or arrangement regarding any options, warrants, calls or commitments of any kind with respect thereto;

(t)                                    any capital expenditure exceeding $25,000;

(u)                                 any Liabilities, except Liabilities incurred in the Ordinary Course of its Business, to which Company has incurred or become subject to, or has  agreed to incur or become subject to,

(v)                                 a sale, assignment, transfer, conveyance, lease or other disposition of any material assets or properties of Company, except in the Ordinary Course of Business;

(w)                               execution of any other material transaction, contract or commitment outside of the Ordinary Course of Business, except with respect to the transactions contemplated by this Agreement;

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(x)                                   any work stoppage with respect to the Business or obtained Knowledge of any threatened or anticipated work stoppage;

(y)                                 any material damage or loss to its Business that would have a Material Adverse Effect;

(z)                                   any change in its method of accounting;

(aa)                            any Proceedings instituted or settled; or

(bb)                          either directly or indirectly, a performance, or failure to perform, any act which would result in the creation or imposition of any Encumbrance on any of the properties or assets of Company, or otherwise adversely affect the marketability of Company’s  title to any of its properties or assets, outside of the Ordinary Course of Business.

3.13.                     Intellectual Property.  Schedule 3.13 hereto contains a list and description of all Intellectual Property owned or licensed by Company or used by Company in the operation of the Business.  Except as set forth in Schedule 3.13, Company has all rights necessary to use such Intellectual Property, and Seller has no Knowledge of any asserted or Threatened claim to the effect that the operation of the Business (or the possession or use in the Business of any of the Intellectual Property listed and set forth in Schedule 3.13 hereto) infringes the Intellectual Property rights of any other Person or that such Intellectual Property rights have been terminated.  Except as set forth in Schedule 3.13, Seller has no Knowledge of any claim that any of the Intellectual Property set forth in Schedule 3.13 is invalid; and, except as set forth in Schedule 3.13 hereto, Company is not obligated under any Contract or otherwise to pay royalties, fees or other payments with respect to any of the Intellectual Property listed and set forth in Schedule 3.13 hereto.  Except as set forth in Schedule 3.13, the consummation of the transactions contemplated by this Agreement will not adversely affect the use by Company of any of the Intellectual Property set forth in Schedule 3.13 hereto.

3.14.                     Compliance with Laws.  The Business (i) has been operated and Company, is in compliance in all respects with the requirements of Applicable Laws to which the Business is subject, and (ii) Company has not received any notice of, and Seller has no Knowledge of, any violation of any Applicable Laws respecting Company.  Company has obtained and complied, in all material respects, with all Permits set forth in Schedule 3.31 and other approvals necessary to conduct the Business and be in compliance with Applicable Laws, including, but not limited to, all permits and other approvals required to treat, transport, store, dispose of and otherwise handle Hazardous Materials.

3.15.                     Contracts.  Except for Benefit Plans which are set forth on Schedule 3.9, Schedule 3.15 contains a complete and accurate list of all material Contracts, and Company has delivered to Purchaser true, correct and complete copies of all material Contracts including:

(a)                                  each Contract that involves performance of services or delivery of goods or materials by Company of an amount or value in excess of $25,000 after the Closing Date;

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(b)                                 each Contract that involves performance of services or delivery of goods or materials to Company of an amount or value in excess of $25,000 after the Closing Date;

(c)                                  each Contract that involves expenditures or receipts of Company in excess of $25,000;

(d)                                 each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other material Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one (1) year);

(e)                                  each Contract containing covenants that purport to restrict the business activity of Company or limit the freedom of Company to engage in any line of business or to compete with any Person;

(f)                                    each partnership or joint venture agreement between Company and a third party whether or not a separate legal entity is created thereby;

(g)                                 each Contract with an employee, independent contractor or subcontractor of Company, including contracts for employment, severance, consulting, deferred compensation or benefit plans or agreements.

(h)                                 each collective bargaining agreement or union agreement, with respect to employees of Company;

(i)                                     each bonus, profit sharing, retirement or other form of deferred compensation plan of Company;

(j)                                     each equity purchase, option or similar plan;

(k)                                  each Contract pertaining to any Intellectual Property (other than off-the-shelf software);

(l)                                     each Contract pursuant to which Company has guaranteed any obligations of other Persons or made any agreements to acquire or guarantee any obligations of or indemnify or hold harmless other Persons;

(m)                               each Contract relating to the lease or similar arrangement of any machinery, equipment, motor vehicles, furniture, fixture or similar property of an amount or value in excess of $25,000 and;

(n)                                 each Contract to which any Governmental Body is a party;

(o)                                 each Contract relating to the sale or other disposition of any of assets or property or other rights of Company, other than with respect to obsolete equipment;

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(p)                                 each Contract that could obligate Company to repair, replace, accept the return of or make any refund in respect of any service performed by Company;

(q)                                 each Contract pursuant to which Company is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets or stock of other Persons;

(r)                                    each Contract which provides for contingent payments or earn-outs;

(s)                                  each Contract which provides for termination, acceleration or other similar rights with respect to any direct or indirect change of control of Company;

(t)                                    each Contract with a related person;

(u)                                 each Contract that involves any outstanding loan or advance to any Person; and

(v)                                 each other Contract not made in the Ordinary Course of Business of Company.

3.16.                     Contracts; Compliance.

(a)                                  Company is not in breach or default, and there is no basis for any claim or breach or default, under any Contract (whether written or oral) to which Company is a party or by which Company or any of its assets or properties are bound and, there exists no event or condition which (whether with or without notice, lapse of time, or both) could constitute a default thereunder, give rise to a right to accelerate, modify or terminate any provision thereof or give rise to any Encumbrance on its property or assets or a right to any additional or guaranteed payments; and to Seller’s Knowledge, no other party to any such Contract is in breach or default thereof.

(b)                                 Each Contract listed on Schedule 3.15 is valid and in full force and effect and constitutes a legal, valid and binding obligation of Company and, to Seller’s Knowledge, the other parties thereto, enforceable in accordance with its terms, and will not cease to be valid and in full force and effect after the Closing Date; accurate and complete copies thereof, together with all amendments thereto, have been heretofore delivered to Purchaser.

3.17.                     Real Estate.  Owned Real Estate and Leased Real Estate shall collectively be referred to herein as “Real Estate.”  With respect to the Real Estate:

(a)                                  Schedule 3.17(a) contains a description of each parcel of Company’s Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate (the leases of Leased Real Estate described in Schedule 3.17(a) are collectively, the “Leases”);

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(b)                                 Except as set forth in Schedule 3.17(b) hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby;

(c)                                  Except for the Permitted Encumbrances and those Encumbrances set forth in Schedule 3.17(c) hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements;

(d)                                 Except as set forth in Schedule 3.17(d) hereto, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by Company, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by Company does not infringe upon the rights of any other Person;

(e)                                  Except as set forth in Schedule 3.17(e) hereto, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements;

(f)                                    Except as set forth in Schedule 3.17(f), Company, as applicable, has all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by Company;

(g)                                 Company is not in default in the performance of any material obligation under the Leases or easements, and, to Seller’s Knowledge, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and Company has assigned its rights under the Leases or easements;

(h)                                 Except as set forth in Schedule 3.17(h) Company has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; and

(i)                                     Except as set forth in Schedule 3.17(i), each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property.

3.18.                     Accounts Receivable.  Schedule 3.18 sets forth a list of aged accounts receivable which is true, correct and complete as of the indicated thereon.  All of the accounts, notes and other receivables of Company represent sales actually made in the Ordinary Course of Business consistent with past practice for goods or services delivered or rendered in bona fide arm’s-length transactions, constitute only valid, undisputed claims, have not been extended or rolled over in order to make them current and should be collectible at their recorded amounts net of reserves for non-collectibility reflected on the Financial Statements in accordance with GAAP.

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Except as set forth in Schedule 3.18, no such account, note or other receivable has been assigned or pledged to any Person or, to Seller’s Knowledge, is subject to counterclaims or setoffs or any other defenses.

3.19.                     Books and Records; Bank Accounts.  All of the books of account and other financial and corporate records of Company (including minute books and stock records) have been made available to Purchaser and its representatives (or will be so made available prior to the Closing Date).  Such books of account and records are current and complete in all material respects.  All such books and records are consistent with the financial statements set forth in Schedule 3.11 hereto.  All such books and records are kept in a proper order and in the possession of Company.

3.20.                     Employees.

(a)                                  Schedule 3.20(a) sets forth a complete and accurate list of all the employees of Company as of the date hereof (the “Employees”), together with the following information for each such Employee: name, position held, current salary, and bonus entitlement/arrangement.

(b)                                 None of the Employees has informed Company that he/she intends to terminate employment with Company.  Schedule 3.20(b) sets forth a description of any written Contract, other than the Benefit Plans set forth in Schedule 3.9 hereto, with respect to the conditions of employment of any of the Employees.  Except as set forth in Schedule 3.20(b), all Employees are employed on an “at-will” basis.

(c)                                  None of the Employees are working based upon a non-resident visa and Company has complied with its obligations under the Immigration Reform Control Act.

3.21.                     Investments.  Except as disclosed in Schedule 3.21 hereto, Company does not own any shares of stock or other securities or equity interests, directly or indirectly, in any other Person.  Except as disclosed or otherwise described in this Agreement or as set forth in Schedule 3.21 hereto, Company is not subject to any obligation or requirement to provide funds to, or invest in, any such Person.

3.22.                     Insurance.

(a)                                  Company has delivered to Purchaser:

(i)                                     true and complete copies of all policies of insurance to which Company is a party or under which Company or any officer or director of Company has been covered at any time within the three (3) years preceding the date of this Agreement; and

(ii)                                  true and complete copies of all pending applications for policies of insurance;

(b)                                 Schedule 3.22(b) contains a true and complete list and/or description of:

(i)                                     any self-insurance arrangement by or affecting Company including any reserves established thereunder;

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(ii)                                  all insurance policies (including, but not limited to, liability, property and casualty, workers compensation, directors and officers liability, surety bonds, key man or corporate owned life insurance, vehicular and other insurance policies and contracts) covering Company or otherwise held by or on behalf of it, or any aspect of its assets or business, indicating the type of coverage, name of insured, the insurer, the amount of coverage, the deductibles, the premium, the expiration date, and other material terms thereof and the aggregate amounts paid thereunder.

(iii)                               any Contract, other than a policy of insurance, for the transfer or sharing of any risk by Company; and

(iv)                              all obligations of Company to third parties with respect to insurance (including such obligations under leases and service agreements) and identifies the policy under which such coverage is provided; and

(c)                                  Except as set forth on Schedule 3.22(c), to Seller’s Knowledge, there are no pending claims under any of the foregoing.  To Seller’s Knowledge there is no reason why any of such insurance policies or Contracts will be terminated, suspended, modified or amended, or not renewed on substantially identical terms (including, without limitation, premium costs), or will require alteration of any equipment or any improvements to real property occupied by or leased to or by Company, or the purchase of additional equipment, or the modification of any of the methods of doing business.  Neither the Company nor, to Seller’s Knowledge, any third party to such insurance policy or Contract is in default with respect thereto, nor does any condition exist that with notice or lapse of time or both could constitute such a default by any party thereunder. Company has not failed to give any notice or present any claim under any such insurance policy or Contract in due or timely fashion or as required thereby in a manner which may jeopardize full recovery thereunder.  All such insurance policies or Contracts provide coverage in amounts and upon terms that are reasonable and adequate for Persons having similar businesses, operation, assets and properties.  Complete and accurate copies of all such policies, Contracts and related documentation have previously been delivered to Purchaser.

(d)                                 Seller and Company,  as applicable, have individually or jointly maintained, and will continue to maintain until the Closing Date, the insurance set forth in Schedule 3.22(b), which insurance covers the tangible real and personal property and assets of Company, whether owned or leased, against loss or damage by fire or other casualty.  Company also carries product liability insurance.  All such insurance is in full force on the date of this Agreement and is carried with insurers licensed in the states affected by such policies.

(e)                                  Company is presently insured for general liability and worker’s compensation risks through a third party insurance company, which insurance covers claims made against Company.

(f)                                    Company has promptly and adequately notified the insurance carriers of any and all claims known with respect to the operations, products or services of Company for which Company is insured and no insurance carrier has denied coverage or reserved its rights with respect to such claims.  Company and  has  not been refused any insurance coverage by any

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insurance carrier to which they, individually or collectively, have applied for insurance during the past three (3) years.

3.23.                     Brokers.  Except for the engagement of Covington Associates of Boston, Massachusetts by Seller, Company, has not otherwise employed or engaged any broker, finder, agent, banker or third party, nor has it otherwise dealt with anyone purporting to act in the capacity of a finder or broker in connection with the transactions contemplated hereby.  No commissions, finder’s fees or like charges have been or will be incurred by Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.  Any such commissions, finders’ fees or like charges shall be directly chargeable to and will be paid by Seller as contemplated by the terms of this Agreement.

3.24.                     Environmental Matters.  Except as may be set forth in Schedule 3.24 and as set forth in the information contained in the site surveys and the environmental reports listed in Schedule 3.24, copies of which have been provided to Purchaser, and except as would not have a Material Adverse Effect: (i) Company has transported, stored, and/or disposed of Hazardous Materials handled by Company in a manner that is reasonably necessary for the conduct of the Business and in material compliance with Environmental Laws, (ii) to Seller’s Knowledge, the Real Estate, during its use by the  Company has not been used, as a landfill, dump or other disposal, storage, transfer, treating or handling area for any Hazardous Materials, except for such storage or handling of Hazardous Materials as is reasonably necessary for the conduct of the Business and in material compliance with Environmental Laws, (iii) to Seller’s Knowledge, no asbestos, polychlorinated biphenyls, or urea formaldehyde has been placed, stored, located, or disposed on the Real Estate, (iv) Company has not agreed to assume and, to Seller’s Knowledge, has not assumed by operation of law, any environmental Liability of any other Person, including, but not limited to, environmental Liabilities under CERCLA or SARA, and (v) Company has obtained and complied in all material respects with, and is in material compliance with, all Environmental Permits necessary or required for the operation of the Business, said Environmental Permits are in full force and effect, and to Seller’s Knowledge there are no Proceedings pending or Threatened to revoke or limit any thereof.  Except as may be set forth in Schedule 3.24 hereto, the Real Estate is not listed on the National Priorities List, the Comprehensive Environmental Response Compensation and Liability Information System, the Resource Conservation and Recovery Information System or any other governmental list of potentially contaminated properties.

3.25.                     Debt.  Schedule 3.25 is a true, correct and complete list of all mortgages, indentures, notes, guarantees and other obligations for or relating to borrowed money, or purchase money debt (including conditional sales contracts, capital leases and all letters of credit whether or not such letters of credit have been drawn against) for which Company is primarily or secondarily obligated.

3.26.                     Customers and Suppliers.

(a)                                  Schedule 3.26(a) contains a true and complete list of the fifteen (15) largest customers of  Company in order of dollar volume of services provided during its last full fiscal year showing the total services provided in dollar volume to each such customer during such period.

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