ASSET PURCHASE AGREEMENT by and among BENEN TRADING LTD. EDWARD FITZGERALD KEVIN FITZGERALD and FITZGERALD INDUSTRIES INTERNATIONAL, INC. April 15, 2004

3.18       Condition of Purchased Assets. The Purchased Assets are in good repair and working condition, normal wear and tear excepted, are suited for the uses currently intended, are in conformity with all applicable laws, ordinances, rules and regulations and are in good saleable condition, normal wear and tear excepted.

3.19       Environmental Matters.

3.20      Absence of Certain Payments. Neither the Seller nor any officers, directors, employees, agents, representatives, or independent contractors of the Seller has made, or arranged for the making of, any unlawful payment to any official, officer or employee of any foreign, Federal, state, county, municipal or other governmental or regulatory body or authority or any self regulatory body or authority, or made any payment to any customer or supplier of the Seller or any officer, director, partner, employee or agent of any customer or supplier, for the unlawful sharing of fees or to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, or engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, in respect of the Seller.

3.21      Full Disclosure. All information furnished to Buyer in accordance herewith is, and as of the Closing Date shall be, correct and complete in all material respects. No representation or warranty of Seller and no information, Schedule or certificate furnished or to be furnished by or on behalf of Seller to Buyer, its affiliates or its agents pursuant to or in connection with this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

4.01      Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Ireland, and has the corporate power and authority to own and operate its properties and assets and to conduct its business as it is now being conducted. Buyer is duly qualified to do business in all other jurisdictions in which Buyer owns, leases or operates property or otherwise conducts Buyer's business if the failure to be qualified would have a material adverse effect on Buyer's ability to conduct business using the Purchased Assets.

4.02      Due Authorization. Buyer has full corporate power and authority to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and is a valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. The execution, delivery and performance of this Agreement and the Related Agreements will not conflict with or result in a violation of any provision of the Certificate of Incorporation or By-Laws (or similar corporate organizational documents) of Buyer, or of any material contract by which it is bound, or of any judgment or decree to which it is a party or by which it is bound. All necessary authorizations of the transactions contemplated by this Agreement and the Related Agreements required to be obtained by Buyer from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulations of such government or agency shall have been made in such form as is acceptable to file. Seller shall cooperate with Buyer with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Buyer will deliver to Seller at the Closing true and complete copies of all resolutions of its board of directors by which the execution, delivery and performance of this Agreement and the Related Agreements and consummation of the transactions contemplated hereby and thereby were authorized, certified by the Secretary of Buyer as of the Closing Date.

5.01   Conduct of Business of Seller Prior to the Closing. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller will conduct Seller’s Business and operations in, and only in, the ordinary course of business and substantially in the manner heretofore conducted. Without limiting the generality of the foregoing, and except as contemplated in this Agreement, prior to the Closing Date, without the prior written consent of Buyer, Seller will not:

5.02   Access to Information. Between the date of this Agreement and the Closing Date, Seller will, during ordinary business hours (a) give Buyer and its authorized representatives and advisors access to all books, records, offices and other facilities and properties of Seller, (b) permit Buyer to make such inspections thereof as Buyer may reasonably request, and (c) cause its officers and advisors to furnish Buyer with such financial and operating data and other information with respect to Seller as Buyer may from time to time reasonably request; in addition, Seller will cause its accountants to make their personnel, their work papers and such other requested documentation relating to their work papers and to their audits of the books and records of Seller available to Buyer and its advisors and representatives.

5.03    Consents. The parties hereto will use their best efforts to promptly obtain consents (including any required consents to the assignment of contracts) of all persons and governmental authorities necessary for the consummation of the sale of the Purchased Assets and the other transactions contemplated by this Agreement and the Related Agreements.

5.04    Public Announcements. From the date hereof through the Closing, no party hereto shall make any press release or public announcement or any disclosure to any third person (other than to employees of Seller, employees of Buyer, attorneys, accountants and other advisors of the parties hereto in connection with the transactions contemplated hereby) concerning the transactions contemplated by this Agreement; provided, however, that the parties will make such announcements, if any, as are required by applicable law or stock exchange rules and will mutually agree to the content thereof. In conjunction with the Closing, Buyer and Seller shall consult with each other concerning the form of any post-closing press release or any other public announcement concerning the transactions contemplated by this Agreement, and the parties shall use their best efforts to cause a mutually agreeable form of such release or announcement to be issued.

5.05    Confidentiality.

Notwithstanding the foregoing, if a party is requested or required (by oral questions, interrogatories, requests for information or document subpoena, civil investigative demand or similar process) to disclose any of the above-referenced documents, such party will promptly notify the other party of such request so that such other party may seek an appropriate protective order or waive compliance with the provisions hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, a party is nonetheless, in the opinion of its counsel, compelled to disclose any terms or conditions of the above-referenced documents to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party may disclose such information to such tribunal without liability hereunder.

5.06    Related Agreements. The parties hereto agree that at Closing they will execute and deliver (or cause their affiliates or employees to execute and deliver) the Related Agreements to which they or their affiliates are to be a party.

5.07    No-Shop. Seller hereby agrees that it shall not pursue or become involved in any negotiations or discussions or enter into any agreement regarding the sale of the business, assets or stock of Seller to any third person or entity until April 30, 2004.

6.01    Conditions to Each Party's Obligations to Effect the Transactions Contemplated Hereby. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

6.02   Conditions to the Obligations of Seller to Effect the Transactions Contemplated Hereby. The obligations of Seller to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived by Seller:

6.03   Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby. The obligations of Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived by Buyer:

7.01   Time and Place of Closing. Upon the terms and subject to the satisfaction or waiver of the conditions in this Agreement, the Closing of the transactions contemplated hereby (the “Closing”) shall take place on April 15, 2004 at the offices of Buyer’s counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as the parties hereto may agree in writing. The effective time of the Closing is herein referred to as the “Closing Date.”

7.02   Closing. At the Closing, the Buyer shall deliver to Seller an instrument in the form of Exhibit A hereto by which Buyer shall assume and agree to perform and discharge the Assumed Liabilities with effect from the Closing Date in a form satisfactory to Seller. Seller will deliver to Buyer such warranty deeds, bills of sale, instruments of assignment, including an instrument in the form of Exhibit B and other good and sufficient instruments of transfer and the other instruments and documents contemplated hereby, executed by Seller or its affiliates and in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably require to vest in Buyer all right, title and interest of Seller and their affiliates in and to the Purchased Assets, and Buyer shall pay to Seller the amount, and deliver to Seller the other instruments and documents required of it at the Closing.

Seller shall deliver to Buyer at the Closing possession of the Purchased Assets being sold pursuant to this Agreement and the entire right, title and interest of Seller in and to such Purchased Assets shall pass to Buyer at the Closing.

8.01   Employment with Buyer. Buyer agrees that ▇▇▇▇▇▇▇▇▇▇ Industries International, Inc., a Delaware corporation affiliated with Buyer formed to employ the Transferred Employees in connection with the operation of the business after the Closing (the “Employing Company”) will offer to enter into employment agreements substantially in the form of Exhibit E hereto immediately after the Closing with those persons who, immediately prior to the Closing, as set forth on Schedule 8.01 are employed by Seller with respect to the Business. Such offer of employment shall include a provision for compensation at rates substantially similar to the rates of compensation in effect for such employees immediately prior to the Closing Date as set forth on Schedule 8.01 and such other terms and conditions as are set forth on Schedule 8.01. (Those employees of Seller who accept employment with the Employing Company are hereinafter referred to as the “Transferred Employees.”) Transferred Employees shall (i) be offered employment for a term of not less than three (3) years from the Closing Date, and (ii) in addition to any medical, dental or health care insurance offered by the Employing Company, have, at the Employing Company’s expense, an account of $3,000 per year (not to be included in the Transferred Employees’ taxable income, if allowed under IRS rules), per employee for any medical, dental or health care costs incurred by the Transferred Employee and/or such Transferred Employee’s immediate family members, which costs are not covered under the Employing Company’s health insurance policy, including, but not limited to, costs incurred for orthodontic devices, prescription drugs or any other medical or dental services, products or procedures not covered by the Employing Company’s health insurance policy. The Employing Company shall be responsible for the payment of severance, if any, to any employee of Seller whose employment is terminated by the Employing Company after the Closing.

8.02   Third Parties. The covenants of Buyer and Seller in this Article VIII are not intended to create any right in any Transferred Employee or his or her heirs, executors, beneficiaries or personal representatives.

8.03   Vacation, Personal and Sick Time. Buyer will permit the Transferred Employees to take any outstanding vacation time, personal time or sick time accrued by such Transferred Employees as of the Closing Date as listed in Schedule 8.03, after the Closing until December 31, 2004.

8.04   No Restriction on Seller’s Amendment and Termination Rights. Nothing in this Agreement shall limit, restrict or otherwise impair Seller’s right to amend and/or terminate any or all of its employment compensation or employee benefit programs, plans or arrangements, in whole or in part at any time or from time to time.

9.01   Workers’ Compensation. Seller will retain responsibility for all workers’ compensation claims of employees of Seller other than Transferred Employees and will retain responsibility for workers’ compensation claims by Transferred Employees pending as of the Closing Date or arising as a result of events occurring or conditions caused solely on or prior to the Closing Date. For workers' compensation claims by Transferred Employees filed after the Closing Date and arising solely as a result of events occurring or conditions caused solely after the Closing Date, Buyer will be responsible. The responsibility for workers’ compensation claims by Transferred Employees relating to events occurring or conditions caused both during the period before and the period after the Closing Date shall be shared equitably by Buyer and Seller.

9.02   Product Liability and Warranty Claims. At the Closing, Buyer shall assume and agree to perform and discharge all product liability and warranty claims (including claims for injury to person or property) and litigation relating to the business conducted by Buyer and arising from products sold after the Closing Date; Seller shall retain responsibility for such claims and litigation relating to products sold by Seller or any predecessor of Seller’s Business on or prior to the Closing Date.

9.03   Responsibility for Prior Claims. It is understood and agreed that Buyer does not assume any liability for, and shall not otherwise be responsible for, any product liability or warranty claims (including warranty claims for injury to person or property) of Seller and arising from products sold or occurrences on or prior to the Closing Date, and Seller agrees to indemnify and hold harmless Buyer with respect to any such claims as provided in Section 10.06.

10.01   Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto will use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the sale of the Purchased Assets, the Assumed Liabilities and the other transactions contemplated by this Agreement and the Related Agreements. From time to time after the date hereof (including after the Closing Date if requested), Seller and its affiliates will, at their own expense and without further consideration, execute and deliver such instruments and documents to Buyer as Buyer may reasonably request in order more effectively to vest in Buyer good title to the Purchased Assets and to more effectively consummate the transactions contemplated by this Agreement and the Related Agreements. From time to time after the date hereof, including after the Closing Date if requested, Buyer will, at its expense and without further consideration, execute and deliver such instruments and documents to Seller as Seller may reasonably request in order to more effectively transfer to Buyer the Assumed Liabilities and to more effectively consummate the transactions contemplated hereby and the Related Agreements.

10.02   Commissions and Fees. Except as disclosed in Schedule 10.02 hereto, Seller, Shareholders and Buyer each represent and warrant to the other that no broker, finder, financial adviser or other person is entitled to any brokerage fees, commissions or finder's fees in connection with the transactions contemplated hereby by reason of any action taken by the party making such representation. Seller on the one hand, and Buyer, on the other hand, will pay to the other or otherwise discharge, and will jointly and severally indemnify and hold the other harmless from and against, any and all claims or liabilities for all brokerage fees, commissions and finder’s fees (other than as described above) incurred by reason of any action taken by such party.

10.03   Sales, Transfer and Use Taxes. All sales, transfer and use taxes incurred in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby will be borne by Seller, and Seller will, at its own expense, file all necessary tax returns and other documentation with respect to all such sales, transfer and use taxes, and, if required by applicable law, Buyer will join in the execution of any such tax returns or other documentation.

10.04   Nondisclosure; Noncompetition.

10.05    Indemnification.

(a)   By Seller and Shareholders.  Seller and Shareholders jointly and severally agree to save, defend and indemnify Buyer against and hold it harmless from any and all claims, liabilities, losses, damages, deficiencies, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, interest, penalties and counsel’s fees and expenses in connection with any action, claim or proceeding relating thereto or seeking enforcement of a party’s obligations hereunder) (“Losses”), asserted against, resulting to, imposed upon or incurred by Buyer, directly or indirectly, arising out of (i) any breach of any representation, warranty, covenant or agreement made by Seller or Shareholders under this Agreement or the Stock Purchase Agreement, or (ii) any Retained Liability, or (iii) any Environmental Claim; provided, however, that Seller and Shareholders shall not have any obligation to indemnify Buyer from and against any net Losses arising from breaches described in (i) above or product returns for products delivered before Closing but returned by customers after Closing (the “Product Returns”), until Buyer has suffered aggregate net Losses by reason of all such breaches or Product Returns (excluding de Minimis Claims as hereinafter defined) in excess of $50,000 (the “Excess”), in which event Buyer shall be entitled to indemnification only for the amount of the Excess, and (B) in no event shall the aggregate of Seller’s or Shareholders’ indemnification payments with respect to breaches described in (i) above exceed $5,000,000, and (C) indemnification claims with respect to the representations and warranties contained in Article III hereof must be made by Buyer within the survival period therefor specified in Section 11.06 hereof. The foregoing limitations shall not apply with respect to any Losses arising out of any Retained Liability or any third party claim, unless with respect to net Losses arising from Product Returns or to any obligations under the Stock Purchase Agreement. For purposes hereof, “de Minimis Claims” shall mean any indemnification claim for which the amount of Losses claimed is less than $2,000 (providing that any series of claims arising from the same or substantially similar facts or circumstances shall be treated as one claim for such determination).

(b)    By Buyer. Buyer agrees to save, defend and indemnify Seller and Shareholders against and hold it harmless from any and all Losses arising out of (i) any breach of any representation, warranty, covenant or agreement made by Buyer under this Agreement or the Stock Purchase Agreement, or (ii) any Assumed Liability; provided, however, that (A) Buyer shall not have any obligation to indemnify Seller or Shareholders from and against any Losses with respect to breaches described in (i) above until Seller and Shareholders have suffered aggregate Losses by reason of all such breaches (excluding de Minimis Claims) in excess of $50,000, in which event Seller shall be entitled to indemnification for the full amount of their aggregate Losses, and (B) in no event shall the aggregate of Buyer’s indemnification payments with respect to breaches described in (i) above exceed $5,000,000, and (C) indemnification claims with respect to the representations and warranties contained in Article IV hereof must be made by Seller or Shareholders within the survival period therefor specified in Section 11.06 hereof. The foregoing limitations shall not apply with respect to any Losses arising out of any Assumed Liability or any third party claim or to any obligations under the Stock Purchase Agreement.

10.06  Defense of Claims.

(a)    Should any claim, action or proceeding by or involving a third party arise after the Closing Date for which any party (the "Indemnifying Party") is liable for indemnification under the terms of this Agreement, the other party (the "Indemnified Party") shall notify the Indemnifying Party within a reasonable time after such claim, action or proceeding arises and is known to the Indemnified Party (provided that the failure to give timely notice shall not affect the right to indemnification hereunder except to the extent that the Indemnifying Party is actually damaged or prejudiced by such delay), and if the Indemnifying Party shall admit in writing its potential indemnification obligation in respect thereof, the Indemnified Party shall give the Indemnifying Party a reasonable opportunity:

(i)     to take part in any examination of the books and records;

(ii)    to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party or prosecute any claim, action, counterclaim or other proceeding with respect thereto;

(iii)   to take all other required steps or proceedings to settle or defend any such claim, action or proceeding; and

(iv)   to employ counsel to contest any such claim, action or proceeding in the name of the Indemnified Party or otherwise.

The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnifying Party. If the Indemnifying Party wishes to assume the defense and/or settlement of any such claim or action, it shall give written notice to the Indemnified Party admitting the possibility of its indemnification obligation in respect thereof and stating that it intends to assume such defense within 15 days after notice from the Indemnified Party of such claim or action (unless the claim or action reasonably requires a response in less than 15 days after notice thereof is given to the Indemnifying Party, in which event it shall notify the Indemnified Party at least five days prior to such reasonably required response date), and the Indemnifying Party shall thereafter assume the defense of such claim or action, through counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party may participate in any such defense at its own expense. The Indemnified Party shall afford the Indemnifying Party's counsel and other authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Indemnified Party, and to the personnel of the Indemnified Party, and shall otherwise use all reasonable efforts to cooperate with the Indemnifying Party, such counsel and such other authorized representatives in connection with the exercise of the rights of the Indemnifying Party pursuant to this Section 10.07; provided, however, that prior to the Indemnifying Party entering into any settlement arrangement it must first acknowledge its obligation to indemnify the Indemnified Party.

(b)     If the Indemnifying Party shall not assume the defense of, or if after so assuming it shall fail to actively defend, any such claim or action, the Indemnified Party may defend against any such claim or action in such manner as it may deem appropriate, and the Indemnified Party may settle such claim or action on such terms as it may deem appropriate, and the Indemnifying Party promptly shall reimburse the Indemnified Party for the amount of such settlement and for all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnified Party in connection with the defense against and settlement of such claim or action. If no settlement of such claim or action is made, the Indemnifying Party shall satisfy any judgment rendered with respect to such claim or in such action, before the Indemnified Party is required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnified Party in the defense against such claim or action.

(c)    If a judgment is rendered against the Indemnified Party in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of the Indemnified Party, the Indemnifying Party immediately upon such entry or attachment shall pay such judgment in full or discharge such lien unless, at the Indemnifying Party's expense and direction, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnifying Party shall forthwith pay such judgment before the Indemnified Party is compelled to do so.

10.07    Expenses. Except as otherwise provided herein, Seller, Shareholders and Buyer shall each bear their own costs and expenses incurred in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Buyer shall be responsible for the fees, commissions, expenses and reimbursements incurred by or required to be paid to its and Buyer's professional advisors, and Seller and Shareholders shall be responsible for the fees, commissions, expenses and reimbursements incurred by or required to be paid to Seller's or Shareholders’ professional advisors.

10.08    Name.  Seller will grant to Buyer all necessary consents to enable Buyer to change its corporate name to “▇▇▇▇▇▇▇▇▇▇ Industries International, Inc.” in its State of incorporation and to qualify its business in the State of Massachusetts with the name “▇▇▇▇▇▇▇▇▇▇ Industries International, Inc.” After the Closing, Seller will abstain from using the name “▇▇▇▇▇▇▇▇▇▇ Industries International, Inc.”, except as required by law, and change its name to a name reasonably not to be deemed similar to “▇▇▇▇▇▇▇▇▇▇ Industries International, Inc.”

10.09    Bank Accounts. Seller and Shareholders will use their reasonable efforts to have the bank account currently held in the name of Seller at Sovereign Bank located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, which account is being used for incoming customer wire transfers, to be transferred to Buyer. In the event such account is transferable, Seller shall have no obligation to transfer the account until thirty-one (31) days after the Closing Date. At such time, Seller shall promptly transfer the account to Buyer. Except for any funds in such account belonging to Buyer (including, without limitation, as a result of the payment of any receivables generated by Buyer after Closing), Seller shall have the right to withdraw or transfer any funds in such account to another account of Seller prior to any transfer of the account.

10.10   Financial Statements. Seller and Shareholders will use their best efforts to provide to Buyer the 2002 Financial Statements, audited by ▇▇▇▇. ▇. ▇▇▇▇▇▇▇▇▇ (“Auditor”), promptly after the Closing. The 2002 Financial Statements shall be, and the 2003 Financial Statements are, in compliance with all applicable SEC rules and regulations as necessary to allow Buyer to comply with its registration obligations under the Stock Purchase Agreement. Seller and Shareholders will also cause Auditor to provide any necessary consents as necessary to allow Buyer to comply with its registration obligations under the Stock Purchase Agreement.

10.11    Management Accounts. Promptly after Closing, Seller will provide Buyer with management accounts for the quarter ended March 31, 2004.

11.01    Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11.02   No Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties, provided, however, that each party may assign its rights, but not its obligations, hereunder, in whole or in part, to any corporation or other entity controlled by, controlling or under common control with such party, and such party or its assignee may assign their rights hereunder, in whole or in part, to any purchaser of substantially all of the assets or business of such party or such assignee. Any attempted or purported assignment by either party other than in accordance with this Section 11.02 shall be null and void. Nothing herein is intended to prohibit Seller from assigning the proceeds of the sale hereunder to a third party.

11.03   Counterparts. This Agreement may be executed in any number of counterparts, and by any party on separate counterparts, each of which as so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party. Execution by facsimile signature shall be deemed to be, and shall have the same effect as, execution by original signature.

11.04   Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of New York (without regard to conflict of law principles) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.

11.05   Suits in Massachusetts. The parties agree that any action or proceeding relating in any way to this Agreement or the Related Agreements or the transactions contemplated hereby and thereby shall be brought and enforced in either the state or federal district courts for the Commonwealth of Massachusetts, and the parties hereby waive any objection to jurisdiction or venue in any such proceeding commenced in or removed to such courts.

11.06   Survival. The representations, warranties, indemnities and agreements of the parties to this Agreement contained herein or in any document delivered pursuant to or in connection herewith shall survive the Closing for eighteen (18) months and shall survive any investigation by any party hereto; provided, however, that the representations and warranties of Seller contained in Sections 3.05, 3.10 and 3.20 shall survive until the expiration of the relevant statute of limitations. The covenants contained in Section 5.05 and Article X shall survive the Closing indefinitely, except as otherwise provided therein.

11.07   Notices. All notices required to be given under the terms of this Agreement or which any of the parties desires to give hereunder shall be in writing and personally delivered or sent by registered or certified mail, return receipt requested, or sent by overnight courier, or sent by fax addressed as follows:

Concord, MA
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

With a copy to:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Fish LLP
World Trade Center West
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Esq.
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

Any such notice shall be deemed to have been duly given or made and to have become effective (a) if delivered by hand to an officer of the party to which it is directed at the time of the receipt thereof by such officer, (b) if sent by recognized overnight carrier or by registered or certified first-class mail, postage pre-paid, upon the date of first attempted delivery, as shown on the return receipt therefore or the returned item itself; and (c) if sent by facsimile at the time of dispatch thereof which machine generated confirmation of transmission, if in normal business hours in the country of receipt, or otherwise at the opening of business on the following business day.

Any party may designate a change of address at any time by giving written notice thereof to the other parties.

11.08     Amendment and Modification. This Agreement may be amended, modified or supplemented only by a written instrument executed by all of the parties hereto.

11.09     Waiver of Compliance. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party or parties granting such waiver, but any such waiver or the failure to insist upon strict compliance with any obligation, covenant, agreement or condition herein, shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure or breach.

11.10     Interpretation. The table of contents and the article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. As used in this Agreement, the term "person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a governmental entity or any department or agency thereof. As used in this Agreement, the term "subsidiary," when used in reference to any other person, shall mean any corporation of which outstanding securities having ordinary voting power to elect a majority of the Board of Directors of such corporation are owned directly or indirectly by such other person. As used in this Agreement, the term "generally accepted accounting principles" means generally accepted accounting principles as in effect and as applied in the United States with respect to Seller or Ireland with respect to Buyer or any of its affiliates. As used in this Agreement, the term "affiliate" shall have the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. When used herein, the masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others whenever the context so indicates or permits.

11.11     Entire Agreement. This Agreement and the Related Agreements, including the schedules, exhibits, documents, certificates and instruments referred to herein and therein, embody the entire agreement and understanding of the parties hereto in respect of any transactions contemplated by this Agreement and the Related Agreements and supersede all prior agreements, representations and understandings among the parties with respect thereto or with respect to the transactions contemplated hereby.

11.12     Specific Performance.

(a)     Seller and Shareholders acknowledge that, in view of the uniqueness of the Business of Seller and the transactions contemplated hereby, Buyer may not have an adequate remedy at law for money damages in the event that this Agreement with respect to the sale of the Purchased Assets has not been performed in accordance with its terms by Seller or Shareholders and therefore Seller and Shareholders agree that Buyer shall be entitled to specific enforcement of the terms hereof with respect to the sale of the Purchased Assets and the other transactions contemplated hereby in the event of breach by Seller or Shareholders in addition to any other remedy to which Buyer may be entitled, at law or in equity, for such breach.

(b)     In the event of a breach or threatened breach by the Seller Group of their covenants under Section 10.05 hereof, Seller and Shareholders acknowledge that Buyer may not have an adequate remedy at law for money damages. Accordingly, in the event of such breach or threatened breach, Buyer will be entitled to such equitable and injunctive relief as may be available to restrain the Seller Group from the violation of the provisions of said Section 10.05 in addition to any other remedy to which Buyer may be entitled, at law or in equity, for such breach or threatened breach.

11.13     Severability of Covenants. Seller and Shareholders acknowledge that the covenants contained in Section 10.05 of this Agreement are reasonable and necessary for the protection of Buyer and its investment in the Purchased Assets and that each covenant, and the period or periods of time and the types and scope of restrictions on the activities specified therein are, and are intended to be, divisible and shall be deemed a series of separate covenants, one for each state or jurisdiction to which they are applicable. In the event that any provision of this Agreement, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the extent that such provisions can still reasonably be given effect in accordance with the intentions of the parties, and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties, modified, amended and limited solely to the extent necessary to render the same valid and enforceable.

12.01     Termination. This Agreement may be terminated at any time prior to the Closing:

(a)     by the written agreement of all of the parties hereto;

(b)     by Buyer if there has been a material violation or breach by Seller or any of the Shareholders of any covenant, agreement, representation or warranty contained in this Agreement entitling Buyer not to Close under Article VI;

(c)     by Seller or any other Shareholders if there has been a material violation or breach by Buyer of any covenant, agreement, representation or warranty contained in this Agreement entitling Seller not to Close under Article VI; or

(d)     by either Buyer, Seller or any of the Shareholders if the Closing of the transactions contemplated by this Agreement shall not have been consummated on or before April 30, 2004, provided, however, that termination pursuant to this subsection (d) shall not relieve any party of the liabilities contemplated by the proviso to the second sentence of Section 12.02 hereof, if applicable.

12.02     Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by any of the parties pursuant to Section 12.01(b), (c) or (d) of this Agreement, written notice thereof shall forthwith be given by the terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is properly terminated, none of the parties hereto nor any of their respective directors, officers or affiliates, as the case may be, shall have any liability or further obligation to any of the other parties or any of their respective directors, officers or affiliates, as the case may be, pursuant to this Agreement; provided, however, that if any such termination shall result from the breach of a warranty or the failure of a party to fulfill a condition to the performance of the obligations of the other parties or to perform a covenant or agreement contained in this Agreement or from any other willful breach by any party to this Agreement, such party shall be solely liable for any and all damages, costs and expenses (including, but not limited to, counsel's fees) sustained or incurred by the other parties as a result of such failure or breach. The provisions of Sections 5.05, 11.04, 11.05, 11.07, 11.13 and 12.02 shall survive any termination hereof.

IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed by their duly authorized officers as of the date first above written.