STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of the 5th day of November, 1998 (this "Agreement"), by and between
I.C.T.S. 1994 (USA) Inc., a New York corporation, having an address at 1 Rockefeller Plaza, Suite 2412, New
York, New York 10020 (hereinafter referred to as the "Purchaser") and the individuals whose names and
addresses appear on Exhibit A hereto (hereinafter referred to, collectively, as the "Sellers").
Whereas, the Sellers own all of the issued and outstanding shares of Huntleigh USA Corporation a Missouri
corporation ("HLUSA"), having its principal place of business at 10332 Old Olive Street Road, St. Louis, MO
63141, and at or prior to the Closing Date (as hereinafter defined) shall make a capital contribution of all of the
issued and outstanding capital stock of Huntleigh Corporation, a Missouri corporation having its principal place of
business at 10332 Old Olive Street Road, St. Louis, MO 63141 ("HC") to HLUSA (the "Contribution") in
exchange for 100 shares of the common stock of HLUSA so that HC shall become a wholly owned subsidiary of
HLUSA at the time of Closing hereunder, unless the context otherwise requires the term the "Company" including
HLUSA and HC.
The Sellers are the owners, in the aggregate, of 100 shares of the common stock, $1.00 par value per share, of
HLUSA constituting all of the issued and outstanding common stock of the Company (the "Company Common
Stock") and are the owners, in the aggregate, of 800 shares of common stock, $1.00 par value per share of HC
and, after the Contribution, will be the owners, in the aggregate, of 200 shares of the Common Stock of HLUSA.
The Purchaser desires to acquire from the Sellers, and the Sellers desire to sell and transfer to the Purchaser, the
Company Common Stock, upon the terms and conditions hereinafter set forth.
To accomplish such purposes and in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the