Acquisition agreement made this 23rd day of December, 1998 among:
CPM Associates Holding Corp.
184 West Main Street
Tarrytown, New York, 10591
Contracting, Planning, Management, Associates, Inc. D/b/a CPM Associates, Inc. 195 Route 125 Brentwood,
New Hampshire 03833, a New Hampshire corporation
William J. Poleatewich, Jr. and Marta L. Poleatewich 195 Route 125 Brentwood, New Hampshire, 03833
A. Buyer, directly and through one or more subsidiaries, intends to engage in the Furniture and Fixture business.
B. The parties hereto deem it to be in the best interest of each of them that Buyer purchase 80 percent of the
issued and outstanding capital stock of the Company, an S Corporation, and generally succeed to the business of
the Company, all pursuant to such terms, provisions and conditions as the parties hereto shall agree.
Submission page 52 of 70
NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of the mutual promises
and covenants hereinafter set forth, the parties hereto agree as follows:
I. CERTAIN DEFINITIONS
As used in this agreement, the term:
A. "Environmental, Health and Safety Laws" means, collectively, the Comprehensive Environmental Response,
Compensation and Liability act, 42 USC
Section 9601 et. seq.; Emergency Planning and Community Right to Know Act, 42, USC 11001 et.seq.; the
Resource Conservation and Recovery Act, 42 USC Section 691 et. seq.; the Federal Water Pollution Act, 33
USC Section 1251, et. seq.; the Safe Drinking Water Act, 42 USC Section 330(f) et. seq.; the Toxic Substance
Control Act, 15 USC Section 7401 et. seq.; the Occupational Safety and Health Act, 29 USC Section 651, et.
seq.; 42 U.S.C. Section 7401 et. seq. Each as amended together with the regulations promulgated in connection
with the above statutes and those pertaining to asbestos including 40 CFR part 61 subpart M and 29 CFR
1910.1001 and 1926.58